Disclaimer: I own nothing. X-Men belongs to Marvel. I'm just playing in the sandbox.

I've just recently watched all of the X-Men films and I am completely in love with First Class, particularly the characterization of Professor X. I find him to be an absolutely fascinating character. Thus, the plot bunnies appeared and multiplied. I'm quite pleased with this, though I think it might be slightly out of character, as this is my first foray into this universe. Either way, let me know what you think and review, please!

He was different than the last time she had seen him.

She picked her way through the wreckage of Magneto's latest failed plan and her eyes caught on the single figure on the edge of the battlefield of metal scraps. His team, his X-Men, had outwitted the Brotherhood today.

Mystique moved through the smoke silently. Magneto would be looking for her soon, but she would find him in her own time. She was strangely drawn to the shadow who watched in the distance.

The voices of his team echoed in the distance. They were celebrating, but he was not. He was watching the smoke rise. It was a simple, mindless activity, distracting enough that he did not seem to notice her approach.

He still did not move when she drew near. Had she been anyone else in the Brotherhood, save for Magneto, she might have tried to kill him. He had left himself far too open.

He was different now. She could see that as she drew to a halt half a dozen feet away. He did not acknowledge her. His pale blue eyes were empty of all emotion as he stared into the forest of twisted shapes before him. They were devoid of all light and life. They were bitterly cold.

His expression was equally as cold. There was a pair of faint lines between his eyebrows that had once only shown when he frowned so adorably at his graduate research. Had that not seemed like so very long ago, she might have actually smiled when she remembered the times she had teased him and he had given her looks over the pile of books on his desk. Frown lines were etched around his mouth and into his forehead. They aged him. He no longer seemed like the young man she had known for so long, the vital, energetic geneticist he had once been.

What have you become, Charles?

Mystique took a step forward. Though they were on opposite sides, he was still Charles. He was still her friend.

"Why are you here, Raven?" His voice almost startled her. "Erik will be looking for you." The soft cadences of his voice were full of a sharp, chilling bitterness. She could see his hand tighten on the arm of his wheelchair.

She did not respond immediately. Instead, Mystique she moved forward as silently as the smoke swirled around them. "What happened to you, Charles?" she asked softly.

He did not look at her. Like her response, his was delayed. "You know what happened, Raven," he told her. Save for the faint movement of his lips, his body was all but motionless.

"Charles." Her voice was chiding and not enough to make him look at her. The bitterness in his voice alone was enough to worry her.

"Go away, Raven," Charles said softly. His grip on the arm of his chair was so tight that his knuckles had turned white.

Rather than do as he ordered – she did not have to follow his orders anymore – Mystique studied him silently. The deep lines in his face and the cold, emotionless expanse of his blue eyes tore at her heart. She would never let it be said that she did not care. He was still her friend. Her closest friend. "Charles," she repeated, her voice more commanding this time.

Finally, he looked at her. His expression was a deep frown. "What do you want, Raven?" His voice, like hers, was harsher now.

She tilted her head ever so slightly as she looked at him, her bright eyes meeting his. Every time he spoke to her, he used her name – her human name. She could not help but wonder if he was trying to remind her of the days they had spent together. Their time at the Xavier Estate and in Oxford seemed like a lifetime ago for both of them.

"You are still my friend, whether you like it or not," she told him. "What has happened to you? You are not the Charles Xavier I knew…"

Silence. He watched her without speaking. His eyes were judging her. "Perhaps you should consider your question more carefully," he replied.

Mystique frowned. Typical, insufferable Charles. At least, in all of his bitterness, that had not changed. She knew exactly what every stressed word he spoke meant. Erik. The beach. Leaving.

In her absence, he had become practically a stranger. Her Charles, her friend, had never been quite so bitter. That had been before Magneto had turned on him. Before he had been paralyzed. Before his closest friend in the world had gone away, had left him alone on that beach.

She had abandoned him. She knew she had. He had told her to go and all of the anger, the hurt, and the rebellion in her had surged awake. She had felt as though he judged her then, as he was judging her now. That was different. It had always seemed to her that he had not been willing to accept her as she was, blue skin, yellow eyes, dark red hair, and all. He had never understood – his mutation was easy to hide. He was accepted. The humans could love him. They had not tried to kill him.

Ultimately, she had betrayed him. She knew she had. She had left her closest friend in the world lying on a beach with four people they barely knew. She had left him when he had lost the use of his legs. She had abandoned him.

She understood that. All of it.

After another moment of silently staring into his eyes, she looked away, at the smoke.

"There is a time for everything, Charles," she told him as she watched the haze swirl. "Now is not the time for you to allow your bitterness to get the best of you," she continued. "They need you."

"And what of you?" he inquired. "What do you require of me?"

The bitter, biting tone of his words made her inwardly flinch. "Nothing. I miss you, that's all," she said simply. "I think about you." Mystique glanced at him and was glad to see that the dark expression on his face had lightened a little. "I know we're not on the same side anymore, but I still care," she added.

He looked up at her, the darkness fading completely for an instant. "I know. But you could have fooled me," he told her.

"I do still care, Charles. I always did," she said. "You are still my closest friend in the world. You're the closest thing I have to a brother."

Silence met her words again. Charles let out a deep sigh. Eventually he spoke again. "We have come a long way from Oxford," he commented.

Mystique nodded. "We have. But we're still here. We survived. We always will. You always will."

A faint smile flashed through his expression, relieving the cold for a brief moment, but he did not respond.

"Don't let this control you," she said softly. "Don't let this destroy you, Charles. You were always better than this." Charles remained silent, allowing her to continue. "You are still you, Charles. Just because you cannot walk does not mean you cannot do amazing things."

"For someone who was always so pessimistic about your abilities and wanting to be accepted, you are remarkably optimistic today," he commented. There was a razor edge to his voice. Mystique watched him for a moment. His words struck her as if they had been a physical blow.

"Because I know who I am, Charles," she replied. "Mutant and proud."

He continued to watch her for a long moment before he returned his gaze to the smoke once more. Mystique fell into silence, eventually slipping away so that she could return before Magneto noticed her disappearance. He knew she was right. She knew who she was now. He had lost that certainty when he had lost his freedom and his best friend within minutes. Bitterness colored those memories, those moments when everything had been so cruelly ripped from him.

He stared into the smoking wreckage for a few moments longer, then sighed as he heard Hank approach from behind him.

"Mutant and proud, Raven," he said softly. Maybe she was right. Maybe he could still do what he had hoped. Perhaps not. Only time would tell.