A/N: These things just seem to be getting longer . . .

Warnings: implied sex (in the past tense), mentioned nudity, slight fluff, some angst, Erik/Charles in full force, slight Charles/Moira, morbidly-curious!Erik. May be confusing to some. Also, I took some of Charles's backstory from the Wikipedia page about him, but I took a good deal of liberty with it as I know nothing about the comics. Also, this is set somewhere towards the end of First Class.

Disclaimer: Seriously. I don't own X-Men.

"Mmmmm . . ." Erik Lehnsherr hums under his breath, fluttering his eyes open before closing them again and reaching up to rub at them sleepily with the back of his hand. He is warm, comfortable, tangled ever so slightly in expensive white satin sheets, and he is also as naked as the day he was born. Momentary confusion comes over him, and then he remembers – Charles.

Charles, who is sleeping soundly next to him, head resting on Erik's shoulder, lips parted slightly, hair mussed from its normal casual style into a thicket of brown bed-head. He is naked as well, the sheets having slid down to reveal the small of his back (with some difficulty, Erik resists the momentary urge he gets to skim his fingers over the barely-protruding ridge of Charles's spine).

This is rather unusual; normally, Charles is always awake before or at the same time as Erik, as the growing hum of thoughts from around the house as the others rise is almost always enough to stir him. But here he is, soft cheek pressed to the space between Eric's shoulder bone and his collarbone, still firmly in the realm of sleep.

Erik decides to let him sleep a little longer – he ought to be tired, after last night's activities – but just as he is trying to figure out how to shift without waking the other man, Charles makes a soft, deep noise and rouses.

Oh, well, Erik thinks, stroking absently at Charles's messy hair and glancing at the shiny wooden clock on the wall (which perfectly matches his idea of Charles – calm and always slightly elegant, and perfectly steady with its reassuring tick, tock, tick, tock.) It is only barely past five in the morning now; it will be easy to persuade Charles to allow the children (no, not children; the trainees, he supposes, or the students – perhaps the henchmen, if you're feeling villainous) to sleep another hour or so. And if anyone notices Erik leaving Charles's room in the morning wearing the same clothes he was wearing the previous evening, then he'll pressure Charles into subtly tweaking their memory. Smirking, he realizes it isn't at all difficult for him to pressure Charles into most things – Erik usually just takes a leap of faith and Charles runs after him with the safety net of his telepathy to catch him.

"What're you smirking about?" Charles murmurs sleepily, his usually charming English accent slightly less attractive when he's yawning and clearing his throat as he is now.

"You."

"Me?"

"Your unthinkable, awe-inspiring beauty always causes me to smirk, Charles. It never ceases to amaze me that I'm the one in your bed . . ."

Ha, ha, ha, Charles projects at him, apparently too drowsy to manage more verbal conversation. You're a regular laugh riot this early in the morning.

"It's not early at all, Charles. It's nearly noon."

Lying to a telepath, Erik? Really?

Erik smirks even more. "Aren't I always telling you to get out of my head?"

"I'm usually not trying to get in. Your mind can be quite inviting . . . when you want it to be."

Erik doesn't have to think hard to gather what Charles means by that – he is implying quite clearly that he enjoys the presence of Erik's mind a lot more when he's not thinking of Sebastian Shaw (or of sharp scalpels and silver coins).

Charles sighs, resigned. "There you go again. Allow me to get out of your head before you continue that train of thought any further, if you please."

Erik frowns, irked, then closes his eyes and feigns a mask of indifference he knows won't fool Charles in the slightest. "I'm sorry, Charles. But it's what you get for nosing in my head."

I suppose it is, Charles says inside his head, projecting a feeling of calm. Relax, Erik.

Erik does indeed feel calmer, although he realizes that's not because of Charles's soothing words, it's because of the peaceful emotions he's carefully broadcasting into Erik's brain. Charles, sensing he's been caught in the act of swaying Erik's emotions, quickly ceases this.

"What's it like, Charles," he begins. "What's it like knowing everything about everyone around you, while your own mind is safely closed off from prying eyes?" He's not truly angry with Charles, not hardly – he knows Charles would never use his own mind against him, and he trusts that the other man cares enough for him not to snoop in areas he really isn't meant to see.

Charles pauses. "I would guess that it's rather like how you would feel surrounded by a room of nothing but metal, when everyone else in the room can only shape plastic. It's an advantage, yes, but I try not to abuse it."

"But you use it when you have to," Erik says, knowing the answer to this already.

"Yes."

Erik pauses. "Would you use it on me? Against me, that is?"

Charles has tensed. "I'd like to say that the answer is definitely not, but I'm afraid I'd have to know the circumstances of the scenario you're picturing."

"If I was your enemy," Erik says. "But you knew me already, as you know me now. Would you use your power to unhinge me? Or control me?" He pauses, then suddenly continues. "Could you use your power to control my power? Move metal through me?"

Charles thinks before answering. "Yes, I believe I could."

Erik is suddenly possessed with a terrible kind of curiosity, a wonder as to whether Charles could ruin him with the flip of a mental switch. "Try it."

Charles's pretty blue eyes widen with shock. "Try it?"

"Try controlling me, and moving metal through me. I'm sure you can do it. Think of it as a simple training exercise," Erik says. After all, you do seem to be the only one of us who isn't being subjected to ridiculous exercises.

Charles doesn't respond to that thought, although Erik is pretty sure his amateur attempt at projecting worked. " . . . You're sure."

"Yes," Erik says. "I trust you." I think.

He doesn't detect Charles slipping into his mind, but he knows immediately when Charles chooses to reveal himself. Freeze.

A curious sensation slides over Erik, a sensation of being completely rigid and tense physically and yet mentally very calm and full of ease – his thoughts flow smoothly and lucidly, and he has enough sense left in him to note that Charles must be keeping him calm with his power.

Now relax your body, very calmly. Yes, like that, Erik.

Erik feels his muscles loosen and his body go slightly slack.

Now lift your head; look at that pen over there, on the bedside table.

Erik does so, head lifting and swiveling smoothly on his neck as though he were completely in control of his own being. Lift it, Charles tells him.

The pen rises with smooth ease, as though plucked up from the table with nimble little fingers. Now, open the drawer, put the pen inside, and close the drawer.

The drawer slides open with a rustle, tugged by the metal handle, and the pen drops into the drawer lightly, before Erik feels himself applying a force on the handle to slide the drawer back.

I'm going to pull back now, Erik; I will let you go.

This time, Erik can feel Charles leaving his mind, sliding smoothly out like water through cracks in a bowl. He suppresses a shudder, just a bit disturbed by that. Charles had controlled him so completely – he had been completely powerless against it, unable to fight back, and yet Charles had kept him totally calm and had been very gentle, operating Erik's mental functions the way a man might lovingly shift gears in a car he had restored from a busted pile of junk.

"Are you alright?" Charles asks, dropping his fingers from their position at his temple and resting his chin on his palm, elbow propped on the bed as he gazes at Erik. "I could have done everything much faster, but I didn't want to upset you."

"I'm fine," Erik says, his voice calm and not at all shaken, despite how he feels internally. "So you could have made me do anything? In any amount of time you chose?"

"Yes," Charles says. "I could have stayed in your head for days, or merely dipped in for a second. And I could have made you jump out of bed and do a jig, or I could have made you lift a gun to your head with your power and pull the trigger."

This image floods his mind quickly, and he feels fear slide down his spine to coil in his stomach. Charles senses this immediately and backtracks hastily to fix what he has said.

"Not that I ever would," he says. "I'm sorry, my friend – that was a bad example, forgive me."

"No, no," Erik says. "It's good that you know exactly what you're capable of." But they both know exactly what Charles is capable of – Charles could make geniuses fling themselves off cliffs or street urchins slit their own throats with butcher knives . . . if he was so inclined. And no one could stop him, except for perhaps Shaw's diamond woman; but even she could succumb in her natural state.

No one could stop you, Erik thinks, staring at Charles with a mixture of wonderment and envy. You could control cities, countries – the whole world if you had something to help you, something like Cerebro . . .

"Erik," Charles says sharply, to bring him out of his daydream. "I can be stopped – I am quite as mortal as the next man. I am much more likely to be felled by a bullet than you."

"Not if I'm under your control. If you are controlling my mind, you can make me do anything. You can make anyone do anything."

Charles frowns, clearly not at all pleased by the way this conversation is heading, and probably wondering what has possessed Erik to start talking about this at five o'clock in the morning – Erik wishes for a moment that their roles were reversed, and that he could use telepathy to see into Charles's mind, see what it's really like to potentially know everything, to find the secrets of your enemies, the desires of your lovers – and then it hits him.

"Charles," he starts, suddenly feeling a little excited. "Could I go into your head?"

Charles is understandably confused. "What?"

"Could you pull my consciousness into your own, or something? And let me see into your mind?"

Charles still looks confused, but Erik sees a shutter close behind his blue eyes, preventing Erik from having any idea whatsoever of the thoughts running through his head. "Erik, I don't think –,"

"Charles, please," Erik says, touching the other man's face. "You can throw me out at any time – think of this as another exercise!"

"Besides," he continues, "You know everything about me. You have seen some of my brightest memories and my darkest thoughts – let me see something about you, Charles." He kisses Charles then, brushing his lips over the other mutant's with the lightest amount of pressure.

The shutters behind Charles's eyes open then, and Erik can see the curiosity in them, wondering if he could indeed bring Erik into his mind and let him see everything. "I'll try," he says, knowing that to disappoint Erik would be to unleash a sulking fury.

Erik finds himself smiling, ever-so-slightly. "Okay," he says. "What do I need to do –,"

"Just be quiet," Charles orders calmly, "as this may be a little jarring." As he says this, he moves his hand up to let his index and middle fingers touch his temple, while the other hand slithers out from under the covers with a light rustle and presses to the side of Erik's face. Charles's eyes remain open, but Erik finds himself closing his own green eyes instinctively.

For a moment there is nothing, and then an odd sensation steals over him. It feels like his consciousness is being tugged through a small hole, leaving behind his own brain, then floating momentarily in empty space, before it is worked through another hole, and he is in Charles's mind.

Oh my God, he thinks. Am I in your head?

Yes, Charles replies, his voice as strong and clear as though he was speaking aloud. Welcome to my psyche.

The unadulterated thoughts of Charles Francis Xavier, he thinks, amused. Fascinating . . .

You're too kind. I'm afraid you'll find it rather dull here – it is just my mind, after all.

Your mind, dull? Never.

Amusement swirls around them, Charles's and Erik's emotions mingling, and Charles thinks, Oh, God, this is odd . . .

But wonderful, Erik responds. For me, at least. I have never known anyone else's thoughts before . . . Could you show me everyone else's in the house, if you wanted to?

Yes, Charles tells him, and just like that, he can hear other thoughts. Raven is dreaming restlessly, but Charles seems disinclined to snoop into her mind; Moira McTaggert is awake, and reflecting on the events of the day before – Charles doesn't allow him to linger in her mind, instead pulling him away slightly with an air of protectiveness. Hank McCoy is in his laboratory, and both Banshee and Havoc are sleeping dreamlessly, as Charles picks up no real thoughts from them, only an impression of their mental state.

Amazing, he thinks. Is this what it's like, being you?

Sort of, Charles responds. If I wanted to, I could slip into Raven's mind – which I will not do – and calm her, change her dream into one of meadows filled with wildflowers or of a quiet day in a library. I could go deeper into Moira's head, tell you the names of her mother and father and tell you her favorite color.

Were Erik back in his own brain, he would roll his eyes. But that's not what I'm interested in, Charles. I'm interested in you.

I know, Charles replies. What is it you want to see?

Everything, Erik says. Show me your mind.

His consciousness is immediately surrounded by an extensive swirl of emotions, memories, thoughts, dreams – Charles does truly have the mind of a genius, and he remembers everything.

The thing he seems most drawn to are images of Erik, and feelings that relate to him. The first second he heard Erik's mind, and his desperate dash to dive after him . . . Erik, talking to the CIA agent ("Charles and I will go after the mutants. No suits.") . . . Erik's victorious smile as he won a game of chess (I let you win, my friend, Charles informs him now) . . . Erik in the truck in Russia, clapping his hand on Charles's leg after Charles's powerful mind saved the day.

More, Erik thinks to him. Let me see more.

Moira's face appears, in some pub in England ("I need your help.") . . . Erik doesn't attempt to camouflage the hot jealousy he feels, and Charles hastily replaces Moira with Raven, dear, dear Raven. Raven resting her head on Charles's shoulder and demanding to be read to . . . Raven from when they were teenagers, teasing Charles as he flirted clumsily with various girls . . . Raven as a little girl, morphing from the form of an attractive blonde woman and into the form of a blue-skinned, red-haired child. This memory is replaced by another of Raven, one of her laughing and dancing with Charles to music on the radio, but Erik thinks quickly, Wait, go back. Let me see that one again.

As you wish, Charles responds, bringing back little-girl-Raven and little-boy-Charles.

"You're not . . . scared of me?" Raven asks, frightened.

Little-boy-Charles extends his hand. "Charles Xavier . . ."

Erik watches, feeling more than slightly sentimental. You do truly care for her as a sister.

Always, Charles thinks back.

Erik's mind is in motion again. The woman – the blonde. Who was she?

Technically, Raven. But she was impersonating my mother.

Let me see one of her.

You're sure?

You know all about my mother. Tell me about yours.

Alright . . . Charles's tone is resigned, and he tugs up a memory of his mother.

"Mama," little-boy-Charles calls plaintively, raising his arms – he is even younger now, it is his second earliest memory – the blond woman is certainly beautiful, all done up in her elegant finery . . .

"Not now, Charles," she says, sidestepping the toddler, even as he reaches out with his mind – Mama! – but she merely turns with fear in her eyes and says, "Stop it, Charles!", and then whirls away with a swish of her skirt . . .

Another very early memory surfaces, the earliest of all, pulled from the recesses of Charles's broad, incredible mind. "Give Mummy a kiss, dearest," the woman says.

"Yes, Mummy," Charles replies, and presses sticky lips against the proffered cheek when she dips towards him. He is in her head again – her mind is full of surprising, uncharacteristic affection for him, her precious sweet-smelling little boy in light blue pajamas – and he says to her without moving his mouth, Kiss, Mama.

She rises, shocked, and then turns, calling out for her husband, and Charles just looks up at her, unaware that anything is wrong . . .

Erik wants to say so many things, but instead he spares Charles and merely asks, Her husband – your father or stepfather?

At that point, my father. Another image, this one of a short-ish man with wavy brown hair and blue eyes, stormy gray-blue unlike Charles's baby blues, but filled with the familiar affection often seen in the eyes of Erik's sort-of-lover.

What about him? Tell me.

I loved him, Charles muses. My father was a good man.

Images, memories. Bouncing on daddy's knee, hearing him thinking, Dear little tot – calling out for mummy or the nurse in the throes of a nightmare and instead being held by his father, rocked soothingly – Daddy going away on a business trip to London and never returning – three weeks later at the funeral, reading mum's mind and seeing images of her mangled husband as she identified him in the morgue after the drunken taxi driver slammed his cab into one of their expensive European cars . . . asking, then crying for daddy – "Daddy will never come back, Charles."

I was five when he died, Charles informs him. But I still remember him.

Erik can feel the muted pain running through Charles, and he tries to make his mental presence as soothing and warm as possible. Don't think about it if it bothers you, Charles. Tell me about your stepfather.

That's worse.

Oh?

Sounds flood in, no images – Charles seems unwilling to visually show Erik his stepfather. "Hello, Charles. I'm going to be your stepfather. I'm sure we'll get along just fine, huh?" – "What are you sniffling for? Oh, have the maid get him a bandage for his knee then, before he gets blood on the carpet." – "I swear, something isn't right about him, Sharon. The way he looks at me, it's like he knows everything I'm thinking." – "Stay out of my head! Jesus Christ, what are you?" – "Sharon, put the bottle down, you've had enough to drink already. And Charles, get to bed. Now." – "Charles, your mother is dying. That means I'm responsible for you, and that means you listen to me now. You hear? I said, do you hear me?"

The flow stops abruptly, and Erik dimly registers Charles telling him, That's quite enough, I think. Can I return you to your own head now?

Yes, he thinks, feeling subdued. The return process is somehow twice as startling as the entry process was – perhaps Charles is a little too hasty to get Erik out of his brain, now that he realizes how disturbing it is too have your innermost thoughts and your oldest memories viewed as if on a movie projector, with each reel never looping, only showing more and more images.

Erik is jolted back to his own body, suddenly aware that he is now laying flat on his back and staring at the ceiling. He feels a little nauseated at the thought of lifting his head, but it quickly passes, and his gaze flicks to Charles as he sits up. Charles is already sitting up, fingers still at his temple, eyes closed.

"Charles? Are you alright?" Erik asks, suddenly worried.

"Fine," Charles says, his voice calm and collected, as his eyes flick open. "Just checking on the rest of the house. They are all awake now – you should go back to your room before everyone starts to move about the house."

Erik reaches out, touches Charles's bare kneecap. The other man has discarded the sheets, but he doesn't seem the slightest bit bothered by the fact that he is completely bare – Erik privately suspects that he is perhaps the only one Charles is fully comfortable being around totally naked. "I'm sorry, Charles," he says, stroking the hard bone and soft skin with his thumb. "I upset you –,"

"You didn't," Charles responds, resting his hand over Erik's own on his kneecap. "It was a good opportunity for reflection – I so rarely think about those memories, particularly the ones of my stepfather – and it's nice to have someone that I can trust so implicitly." Charles smiles, patting Erik's hand. "If you ever want to enter my mind, you need only ask."

"Is that the only place I have permission to enter?" Erik quips.

Charles tries not to smirk, but the mirth is clear on his face. "Go to your room now, Erik. Quickly."

Erik pulls his hand from Charles's leg, leans over and kisses him, then slides off the bed. "It was a valid question."

Charles gives in and grins. "A question which you already know the answer to."

Erik pulls on his clothes, watching as Charles moves to the side of the bed and tries to locate all his clothing from the previous evening ("Good Lord, Erik, where did you throw my pants?" "I've no idea – and I must say I prefer you without them." "Of course you do."). As he finishes buckling his pants, he dips his head down to brush his lips over Charles's once more.

"You must go," Charles says after they part. "Moira is up and dressing – she may catch you if you don't head back now."

Erik smiles. "So hasty to get rid of me?"

"No – merely not so hasty to see us found out."

Erik smiles a little regretfully (but this secrecy is necessary; he knows that), and ruffles Charles's hair (much to the other's annoyance – Charles doesn't really like having his hair pulled on unless it's in the throes of passion) before heading for the door. "Big day as usual today, eh?" he says over his shoulder.

"You know it," Charles replies, rising to go to his wardrobe.

He pauses briefly, without turning back. Oh, and Charles?

Yes?

You're always welcome in my head.

He can practically feel Charles smiling. Thank you, my friend.

As Erik quietly pushes open the door, he allows himself a small smile in return. He spoke the truth; having Charles's mind meet his was one of the few times when he felt any peace – or at least as close to peace as he could ever get.

He had no idea how soon that would change.

A/N: Thanks for reading, please review!