Kitty Pryde frowned and tapped her pencil distractedly against the tabletop. Sitting next to the open window, she glanced out across the grassy green lawns. Nope, he wasn't out there.

She chewed thoughtfully on her glossy lip. Ten minutes late.what was Kurt playing at?

She leaned across her table and tapped Evan Daniels on the shoulder. He turned his head to face her. "Are you sure that you didn't see him?"

Storm's young nephew shrugged. "Sorry, I haven't seen him since this morning."

"He knows not to be late for Anderson's class," she whispered "Where could he be?"

Evan shook his head. "Come on, this is Kurt we're talking about. He's probably goofing off somewhere."

Kitty leaned back in her chair and sighed distractedly. "Probably.I don't know."

The dark skinned boy watched her for a moment. "If he's not back by the end of school, then we can go and look for him. But he probably just snuck out of school to get the lunch menu at Burger King."

"Or maybe Rogue used his powers on him and he's lying unconscious somewhere."

Evan blinked. "You're not serious are you?"

Kitty arched her brown eyebrows. "She's done it once."

"Don't you trust her?"

"Do you?"

They looked at each other. Evan looked a little more worried than he had seconds before. Kurt had been alone with Rogue.she may have left the brotherhood behind her, but how much could they really trust her.?

"Pryde! Evans! Unless you want to repeat this class at the end of school, I suggest you pay attention!"

The two young X Men turned hurriedly back to the blackboard.







It was dark.

Very dark.

Pitch black in fact.

And there was a strange smell that burned the cartilage in is nose.

"Rogue," he whispered into the darkness "Where are we?"

There was a sudden blinding flash of light as Rogue flipped the light switch. Kurt gave a sharp grunt, blinking painfully.

"Ach! You might have warned me!"

The gothic painted girl gave an uncharacteristic grin. "Ah, don't be such a baby."

He grimaced. When his eyes became accustomed to the light, he looked around their hiding place. It was only a small space, uncomfortably narrow and lined with metallic shelves. Rows upon rows of chemical filled jars loomed above them, glinting in the harsh white light of the naked bulb.

Kurt frowned, "What is this place?"

Rogue rearranged herself more comfortably on the cold floor, smoothing her skirt over her legs. "I don't know really. I think it's where they keep the chemicals for the science lab."

"Won't people be coming here?"

She shook her head. "I don't think so. As far as I know, nobody has chemistry this afternoon."

Kurt nodded, reassured. "That is good." His face suddenly broke into a sly smirk "After all, I'd hate for people to get the wrong idea if they walked in on us like this."

She leaned across and slapped him lightly across the head, pouting in mock offence. "Sir, I hardly know you!" She tossed her thick hair behind her shoulders and lifted her chin high.

He gave a wide smile, enjoying this game. "Ach, frauline, please allow me to apologise." he reached across and touched her gloved hand.

Rogue's grey eyes flew wide as she snatched her hand away from him.

Kurt was taken aback for a moment before he realised what he had done. "Oh, Rogue.I'm sorry.I forgot."

His friend stared at him fearfully and then looked away. She pressed her lips together, holding her hands protectively against her chest.

"No, no don't worry about it. I shouldn't get so jumpy."

Kurt watched her closely, a frown of concern drawing his brows together. He couldn't help but notice the tremor in her voice.he hadn't realised how big a deal it was to her.

He gave a short, bitter laugh. "I seem to be getting pretty good at putting my foot in it, right?"

Rogue paused and hesitantly turned to face him. He had turned away from her, and dark strands of hair fell across his face. Even so, she could imagine the look on his face. It was the same distant look that she had seen him wear several times in the past.a look of hidden pain brought to the surface. She would have given anything if she could take that hurt away for him.

Tentatively, she shifted her position until she was sitting next to him, their sides touching. It was strange for her to be so close to another human. Even before her powers manifested, she wasn't exactly the hugging type, and now.well, for obvious reasons, she avoided contact whenever possible. Just for a moment, she closed her eyes. He was warm in the cold of the storage room - warm and familiar. The sensation was pleasant, and a part of her wished that it could last longer.

"What are you thinking?"

His voice was low and considering. Rogue sighed and opened her eyes. He was looking at her now, a sad half smile playing on his mouth.

"About you."

He raised a raven eyebrow. "Me?"

She nodded mutely.

Kurt considered that for a moment. "Good things?" The girl tilted her head and let it rest against her shoulder. "I was just thinking.why are you so nice to me?"

He frowned and wrinkled his nose. "How do you mean?"

She sighed again. Why did he have to make it so easy to talk about things? She almost resented herself for being so open with him; he saw sides of her that not even Irene had known.

At the end of the day, she reasoned, she was lonely.

"I.I've never had many friends," she started, slowly turning the thoughts over in her head, "And when you're on your own for a long time.I guess you start thinking that that's the way that its supposed to be, you know? And then suddenly I'm put into this Institute and there are all these people around all the time.and I'm still alone, but then it's even worse." She blinked quickly as a hot lump formed in her throat. But she didn't cry.Rogue never cried. "Everybody's trying real hard to do right by me, to keep me sweet.keep me on their side.but it's not because of me. They just want my powers."

"That's not true," Kurt interjected "They really want to help you."

Rogue shook her head wearily. "Maybe they do.I don't know." she frowned, trying to find the right words. "But its like they still don't trust me. Like they still don't like me...and no matter what I do, I'm never going to convince them otherwise. Its like.like."

"Like you don't fit in" Kurt finished for her.

She looked at him softly. "Yeah. That's it."

He smiled despondently. "Trust me, I've been there." He looked gloomily down at his hands. Even with his holographic disguise, it was possible to see their deformity. "Being blue and furry doesn't exactly make you mister popularity.believe me." He shrugged. "But that's what the prof made the Institute for. So that we wouldn't have to be alone. None of us there are exactly normal, are we? But we can all support each other, look out for each other. We're all part of a team."

Rogue laughed. "Ah, cut the shrink act, Kurt! You're starting to sound like Jean!"

"What's wrong with Jean?"

She blinked in surprise. "Nothing...I didn't mean it like that. She's all right. I just can't stand that whole, 'I know what you're going through' crap. She has no idea what I'm going through. Its just something she says, it doesn't come from the heart." Boy, she thought to herself, that sounded corny. "Its like that with all of them. They think that a few nice words and a lecture of togetherness will make things better.but it doesn't. I just wish that they would stop trying to relate to something that they don't understand."

There was a short silence. Rogue stared intently at the floor. A misty reflection looked back at her, distorted in the cold tiles. She shivered, almost wishing for the oppressive heat of the summer outside. It really was freezing in this tiny, windowless cupboard.

"I know how you feel," he murmured quietly.

She glanced up and found herself meeting Kurt's eyes. They were impossibly dark in the harsh clinical surroundings - like twin pools of blue ink. He looked earnestly at her.

"And I care about you. I'd like to be your friend.if you'll let me?" he looked hopefully at her.

Friend. It was such a little word, and yet it gave Rogue such happiness to hear him say it. She smiled happily, blinking at the hot tears that threatened to spill onto her cheeks. "I know care, and I know that you mean it." She reached out a gloved hand and touched his bare forearm. She let it rest there, a small gesture, but one that meant a lot to her. "I guess that's why I trust you. I'd really like us to be friends."







Time didn't seem to exist in that small room that day. Sitting with their backs to the shelves, the two mutants felt distant somehow to the rest of the school.to the rest of the world even. Sometimes they talked; sometimes they didn't. It was somehow liberating not to have to worry about what was being said, they just spoke whatever distracted thoughts came into their heads. After a while, Kurt removed his holo-watch and sat in his true form. Rogue understood. Somehow, disguise didn't seem necessary.

"Do you think that Kitty has a crush on Lance?"

"Hm?"

The blue-furred boy was looking at a glass jar of Hydrochloric acid through half closed eyes. "I said, do you think that Kitty has a crush on Lance?"

Rogue frowned and then shrugged. "I don't know.maybe. But then again, who doesn't she have a crush on these days?"

Kurt snorted. "Well, me for one."

She paused. Shaking her head in disbelief, she turned to stare at him incredulously. "Kitty? Don't tell me you have a thing for her?"

He shrugged and didn't say anything.

"But I thought that you and Tabitha had something going on?"

"Boom-Boom?" Kurt wrinkled his nose "No. Not really. I mean, don't get me wrong," he added hurriedly, "I think she's cute. But.I don't know.she's just not."

"Not what?" Rogue watched him closely.

He sighed heavily and gave her a tired smile. "She's not Kitty."

Rogue looked at him sympathetically. "You've got it bad, haven't you?"

Kurt gave a hollow laugh. "The worst."

He lost interest in the bottle of acid. His pale eyes scanned lazily over the shelves, looking for something but not understanding what. "But I'm just going to have to get over it." He said after a while, "She doesn't feel the same way about me.I know that. Its just tough, you know?"

"I know. I'm the girl with the killer cooties, remember?"

He chuckled warmly. "We're a lost cause, you and I."

"Damn right!" she giggled "We can grow old and bitter together."

"Yeah!" Kurt grinned, displaying his sharp canine teeth. "No one else will ever want us.lets get married!"

Rogue's shoulders shook as she laughed. "Oh, right, I can put you in a coma on our wedding night!" "It'd be worth it."

The gothic beauty smiled seductively. "It sure would.I'd rock your world." She played with the cuff of her sleeve, pulling it down further.

"You know," Kurt said, suddenly thoughtful, "I think this is the first time I've seen you really laugh." Rogue gave him a sidelong look, amused. "I couldn't help it. I mean, the thought of being married to you."

"What is that supposed to mean??"

"Ah, come on! Cleaning your fur out of the drain in the bath?? Ain't my idea of domestic bliss." He arched a scornful eyebrow. "What about you? I'd wake up in the morning, see you without your makeup and have a heart attack."

She opened her mouth to make a sarcastic reply, but thought better of it, contenting herself with giving him a quick punch on the arm. He gave a sharp yelp of surprise.it made her feel better.

Kurt turned suddenly. "Are you cold?" he asked, frowning.

Rogue blinked her wide grey eyes. She hadn't even realised that she was shivering. "Yeah," she confessed "I little, I guess."

She was a little surprised when she felt his arm around her shoulders. She instinctively wanted to pull away, for as much his safety as hers, but something made her stop. He smiled down at her and she found herself smiling back. Gratefully, she rested her head against his shoulder and closed her eyes.

With his holo-watch off, Kurt was wearing his X Men uniform. The material had been chosen as much for comfort as well as durability - it felt silky underneath the girls pale cheek. A sleepy contentment washed lightly over her body, a warm tingling spreading over her skin. It was a strange and alien feeling, to take comfort in being close to someone. She half wondered if he knew what danger his gesture of friendship put him in. If he so much as brushed against her bare skin, they would be dragging him back to the Institute on a stretcher.

As if in defiance of her concerns, Kurt squeezed her shoulder with his hand, resting his head against hers. Rogue's breath caught in her throat. It was something that she had thought that she would ever be able to experience again.a simple hug.

"Rogue?"

"Yeah Kurt?"

He thought for a moment. "I'm glad that we're friends."

Her darkly stained lips broke into a smile. She didn't open her eyes, the dream might end. "So am I."

They sat in silence, simply enjoying the sensation of being together. Rogue didn't know what her future held. It loomed ahead of her, dark and uncertain, like storm clouds gathering on the horizon. But suddenly, she felt ready to face it. Because no matter what hardships she had faced in the past, and those that she would undoubtedly face in the future.she wasn't alone anymore. She had a friend. A real friend. And at that moment, she loved him so much that she could hardly breathe.

She wanted to feel like this forever.

The moment was shattered as the door swung open behind them. Disengaging swiftly, the two young mutants turned in surprise.

Dr McCoy looked more than a little shocked to find his storage room occupied. His wide blue eyes took in the scene quickly, obviously jumping to the wrong conclusion.

"What is going on here?" he asked. The look on his face made it perfectly obvious what he thought was going on, but he wasn't one to be judgmental. "What class are you two supposed to be in?"

Kurt leapt to his feet, retrieving his discarded holo-watch. In a blink of electronics, the blue furred boy disappeared and was replaced by a lanky kid in baggy pants. "Mr McCoy. We were just.I mean, we were."

Rogue stood beside him, looking as awkward as her friend. "I was feeling a little down, sir." She explained quickly, "Kind of upset actually. Kurt was just trying to help."

The tall man in the doorway frowned. Behind his glasses, his eyes were considering her thoughtfully. She met his stare, her jaw firm, ready to receive judgment.

Dr McCoy shook his head and gave his sizable shoulders a shrug. "Alright, fair enough. I'll let this one go."

Standing beside her, Rogue heard Kurt exhale a breath that he had obviously been holding. "Will you be telling the professor about this?" he asked hesitantly.

Hank tried his best not to smile. "No, no. I don't think that we need to bother him about this, do you?" The two kids exchanged relieved grins. He stepped out of the way and allowed them to walk self-consciously from the storage room. From the girls dusky pink cheeks, he could tell that she was more than a little embarrassed and he had no doubt that under Kurt's holographic mask, he would be blushing also.

"And Rogue?"

She paused tentatively. "Yes, Mr McCoy?"

"How's your report on the affect of Acid on Limestone coming along?"

She ran a hand through her thick brown hair. "Oh.right. Just fine, thanks. I'll have it on your desk first thing tomorrow."

He nodded. "Glad to hear it."

He watched in amusement as they hurried away down the corridor. Chuckling to himself, he turned back into the storage room and began browsing over the jars of chemicals.