Ultimate X Men

First off, I know nothing of the sexuality of any person mentioned in this story. And I don't know any of them and never will. Secondly, Stan Lee created X-Men and all its characters. Copyright of Marvel Comics and 20th Century Fox. Third, email if you want.:) xmanpaul@hotmail.com This story is based off The Ultimate X-Men comic strip. The story, however, will be quite different from the comic book. So read on if you want.

I'd like to thank Dash and Josh for reading over everything multiple times! Thanks guys!

'Indicates someone think to themselves' {Indicates communication over a comlink.}

Chapter 5

Paul's sleep didn't last long. He sat straight up in his bed from the terrors of a dream. There was sweat beading down his face. He looked at his clock and counted the hours of sleep he got.

Not even two hours of sleep, and now he felt worst than he did when fell asleep. He felt better physically, but his mind and emotions were another story.

All he could think about was his mother. The day that she had died in that hospital bed. How helpless he felt. He could do nothing to help her. All he could do was sit.

Paul got out of his bed and finally took off the uniform he had been wearing. Laying the black leather outfit on his bed, he put on a pair of pajama bottoms and headed out of his bedroom. After walking into the bathroom he went to the sink. He splashed some cold water on his face in the hopes it would take the grogginess away.

Paul looked at himself in the mirror and it all came the memories flooding back to him. First he was sitting in the waiting room of the hospital listening to the doctor trying to tell a twelve year old him that his mother may not make it. The doctor was floating around that conclusion, but Paul didn't need him to clarify. He knew what was happening. He knew that in a few short hours his mother would be gone.

He stopped listening to the doctor and thought about his mother. Rita Elizabeth Andrews was the strongest woman that Paul had ever met. Will even meet for that matter. The way she lived her life was unlike another. She would have given her life to save a stranger just to make sure that they kept on living.

It was that day that Paul promised her that that was the way he would live. That was the day and that was the hour that Paul grew up. He had to be strong for her. Even if she could only see him that way for only a moment. It was enough. It would be enough to live an eternity off of.

There he was squeezing her hand as she took her last breaths. She wasn't crying at all. She was ready to go. The cancer that she had fought from so long had finally won, but it didn't really win. She had passed on what was most important in her life to her son. She had given him the love she had and that was all that mattered. She wished that both her sons were there, but that was not something she could change now.

Paul only sat by crying and staring at his mother lying in the bed. His insides were an emotional wreck and it was all that he could do to keep from breaking down completely.

She said, "I love you, Paul. Always remember that." Then she took a long, slow breath. "Always love him. Even he doesn't love you. He is your brother." She said struggling to get the words out and squeezing Paul's hand a little more.

Paul cried. "I do and I will, Mom." Paul nodded. He couldn't deal with the thought of losing her. He didn't understand why she had to be taken from him.

"Don't cry for me. You'll be fine." She said with a weak smile. She pulled Paul small hand to her mouth and kissed it. "I'm ready to go sweetie." She said smiling again. In that moment Paul knew she was going. A few moments later the machines started to beep loudly and nurses came running into room, but Paul knew they could do nothing.

He sat there while they tried to help her, but they couldn't. She was gone and he couldn't do anything about it. He sat there for what seemed like forever. He was powerless to do anything. He made the decision that he would never be in the position to feel helpless again.

Paul suddenly popped out of his flash back and realized he was once again standing in the bathroom standing in front of the mirror. He was breathing heavily and was once again covered in sweat. He looked at himself wearily.

"This is getting annoying." Paul said out loud. He grabbed a towel from the rack, wiped his face and returned to his room. He shut the door behind him and lied down on his bed. His cell beeped out the tone that told him he had voice mail. It was lying on the dresser across the room. Paul didn't really feel like getting up so he just reached out with his mind to retrieve the object. But nothing happened.

Paul concentrated a little more and this time the phone moved only slightly. Paul was worried and he sat up in his bed quickly.

"Oh my god." Paul said out loud. "What the hell." He tried once again to pull the phone to him, but it still didn't work. He had to figure out what was wrong him his powers. He got up and got dressed rather quickly. He practically ran from the to find the Professor.

Paul slowed himself to a fast paced walk and tried to clam himself down. `Probably just over-exerted my powers during that training session. No big. They'll come back.' He told himself. He was to lose in thought to notice that he was coming up on Scott until he felt Scott's hand on his shoulder.

"Paul?" Scott said grabbing him by the shoulders. "Paul? Are you all right?"

"What? Sorry." Paul said shaking his head to try and clear it. "Where the Professor?" Paul said ignoring Scott's question.

"He's in his office, but..." Scott started, but Paul cut him off.

"Where is that?"

"Down the hall to the left. Last door on the right." Scott answered.

"Thanks." Was all Paul said as he walked away.

"Hey, are you all right?" Scott said again and he still got no answer from Paul. Paul got to Xavier's office as fast as he could. He almost just walked in, but caught himself and knocked.

<Please, come in. > The Professor said to Paul. He walked inside the office. Xavier was sitting behind his reading some papers.

"How can I help you, Paul?" he asked.

"There is something wrong with my powers." Paul said getting to the point.

"What do you mean?" he said rolling around the side of his desk.

"I mean they don't work anymore." Paul said looking at the Professor in the face. The Professor didn't seem to understand. "Watch." Paul said with a sigh of frustration. Paul relaxed and focused his mind on the pencil cup on the Professor's desk. It barely moved at all. Paul stopped and looked to the Professor. "See?"

The Professor barely looked concerned. "I'm sure you just over-exerted yourself, Paul. They'll come back with a little time." He said folding his hands in front of him.

"Umm, no." Paul said bluntly. "You don't seem to get it. My powers are gone. The don't work at all!" Paul said swing his hand out towards the door of the Professor's office. When he did the door flew off its hinges and into the other room. The door broke into splinters as it hit against the opposite wall.

Paul turned back to Xavier with a look of shock and gently put his hand down to his side. "What the hell is going on?" Paul said softly to himself.

"That is a very good question." The Professor didn't seemed to be surprised at all by Paul's display. "I think we should find out. Please follow me, Paul." He said rolling out of the room and heading to the elevator. Paul followed without a word and put his now deadly, uncontrollable hands in his pockets.

"Have you ever used your telekinetic abilities to extent that you used them today?" Xavier asked.

"No, sir."

"That could be reason that something like this would happen. Your abilities are only adjusting to more use."

"I hope so. I can't afford to have them go all wacky in confrontation." Paul replied.

When the elevator stopped, both of them stepped off and were greeted by Jean. It seemed she had been waiting for them.

"You wanted to see me, Professor?" she said.

"Yes, Jean." He nodded and started towards the medical bay. "It seems Paul is having some difficulties with his powers. I wanted to run some tests."

"Ok, what are the problems?" she asked.

"Well, ten minutes ago I couldn't pick up my cell phone and in Xavier's office I blew up his door." Paul said before the Professor could answer.

"Oh." She said with a slight look of surprise. "Do either of you mind if Hank joins us? I need to show him some things about the medical equipment." Xavier looked to Paul.

"I don't mind, I guess." Paul said.

"Ok, let's get started then." She said.

"Well, it would seem that you powers were just going through an adjustment stage." Hank said.

"But nothing is wrong with them. They should return to normal anytime now." Jean jumped in.

"It does seem that your powers have grown a little, though." Hank said.

"But just mainly the telempathic powers. I can't imagine your telekinetic abilities growing any." Jean and Hank continued their trade off. The professor had left them several minutes after they had started the tests. He said had some work to do.

"Yeah, well I've never blown a door apart." Paul said. "How's she doing?" he said pointing to the girl lying on the medical bed.

"She's doing fine. She must be really tired. She hasn't woken up yet." Jean said.

"What's her name? I don't remember." Paul asked running a hand through his short hair.

"Rebecca Anderson. We're hoping she wakes up soon so we can figure out what to do with her." Hank answers.

< Professor? Jean? > Paul heard. "Who's that?"

"Its Scott." Jean answered. < What is it, Scott? > Jean turned to Paul. "You can hear that?"

< Jean, something's wrong. The Professor's door is blown in and he's not in his office. > Scott said.

"Yup." Paul answered her.

< No, everything is all right. Paul accidentally did that. His powers are going a little bonkers. >

< I thought something was wrong, but he wouldn't tell me what. Is he all right? > Scott said with his concern apparent.

< Yeah, I'm fine Scott. Thanks for the concern. > Paul sent to Scott. Paul could help but smile. Scott was concerned about him already. `How sweet.' Paul thought.

Jean heard his thought and just shook her head. "Oh lord." She said with a smirk.

< Where are you guys? > Scott answered back.

< Med-bay. > Jean said.

< Ok. >

Everyone was silent for a few seconds and it seemed to Paul that the conversation him Scott was over. "So who's gonna train me with my telempathic abilities?"

"Probably the Professor, but no one really know anything about them since there aren't any other telempathic mutants on record." Jean said as she shutdown some of the computer equipment.

"Oh, ok." Paul said with a shrug.

"Um, where am I?" a soft voice came from across the room. The three of them turned towards the voice. The girl had finally woken up and was now sitting up in the bed.

"Ah, your at a school for gifted young people. A school for mutants." Hank answered her. Paul slipped off the table and started to walk over to her. Jean and Hank followed suit.

"Who are you people and why am I here." She apprehensively.

"I'm Jean and this is Hank and Paul. We brought you here because you the sentinels were after you. Do you remember any of that?" Jean asked.

"No, stop right there." She jumping from the table and running behind the table. They all stopped in their tracks. She was a small girl. Only about 5' 4" and she had dark brown hair and a light skin color.

"We don't want to hurt you. Hank here probably saved your life." Paul said pointing to Hank.

"Why were those things after me?"

"You're a mutant sweetie. Just like us." Jean said stepping towards her again.

"No! No, I'm not a mutant. I can't be a mutant." She said shaking her head furiously. "Stay where you are." Jean stopped.

The lights and computer equipment started to flicker on and off. The girl was still talking to herself quietly. She backed towards the wall and the three held their positions.

"Please, we don't want to hurt you. We just need you to calm down. Your safe here." Jean said holding out her hands.

<What should we do, Jean? > Paul asked.

< Hank, get a sedative. > Jean sent to him. When Hank started to move the girl reacted. Out of nowhere an electrical bolt hit Hank and sent him flying in a wall. Hank screamed in pain.

"What the fuck!" Paul exclaimed immediately running to Hank. The med-bay wasn't a huge room, but by no means was it small. There was about 100 feet between Jean and the girl. Paul pulled hank behind a counter and yelled to Jean. "He's out."

The lights had completely gone out now. The only light in the room was coming from Rebecca who was now floating in mid-air surrounded by electricity. She seemed to be drawing energy directly from the all the electrical sources in the room. The electricity just flowed from the girl and surrounded her body. Sparks were flying from the walls and a few computer monitors blew apart.

"Can we take her down without hurting her?" Paul asked Jean who now joined him behind the large counter.

"Yeah, I think I can take her down if I can gather enough psychic energy." She said while trying to make sure Hank was all right.

"I am not a mutant!" Rebecca yelled. "I am not a mutant."

At that moment Scott walked through the door of the medical bay and only managed to jump out of the way of an electric bolt by inches. Paul saw him enter and take a drive for the ground out of the corner of his eye.

Paul knew Scott couldn't defend himself against that girl. Paul reached out with his mind and brought Scott flying through air to him. He stopped Scott mere inches from him and set him down softly. "Sorry for the sudden flight." Paul said. `Glad that worked.' Paul thought to himself.

"What's going on?" Scott asked as he pulled himself into a crouching position.

"She woke up and went berserk." Paul answered.

"I'm not a freak!" she yelled through her tears.

"The Professor's on his way, but we need to do something now. Do think that our Tk shields can block her attacks?" Jean said to Paul.

"I don't know, but we can find out. You get ready, I'll distracted her." Paul said standing up.

"But Paul..." Scott started, but Paul wasn't listening. Paul walked out from behind the counter and towards the girl.

"Stay here and watch Hank. We can handle this." Jean said Scott. He wasn't happy about it, but he knew she was right. Jean stood and started to opposite side of the room than Paul.

Paul put up the strongest shield he could and ran towards the door. He hoped that Rebecca would pay attention to him and to insure that he sent a not so gentle nudge her way. That definitely got her attention and she responded with her own attack. Fortunately Paul was able to block it with his Tk shield, but it took quite a bit more telekinetic energy to do than he thought it would.

Paul leapt and pulled himself into the air to avoid the next attack and started to close the distance between himself and Rebecca.

"I'm sorry." He said to her as he brought his hand up sent hurling into the wall behind her.

Jean had made her way to the computer banks closest to Rebecca and took cover behind it. She was ready now and concentrated her telepathic abilities enough to send what she hoped was disabling blow.

Sure enough the bolt hit the girl right as she slammed into the wall and she fell to the ground in an unconscious heap. Almost immediately the lights came back on. Paul sat himself down on the ground and walked over to Rebecca cautiously.

"Man, you hit her with a good one." He said to Jean who was walking up beside him. She bent down and felt at the girl's neck for a pulse.

"She still alive, but she may have a concussion." Jean said looking up at Paul.

"Sorry." He said with a shrug.

"I don't know what to do with her now." Jean said standing.

"Maybe the Professor will know what to do." Paul suggested. "Looks like she'll be out for a while, though."

"You guys all right?" Scott said walking up to them.

"Yupyup, how's Hank?" Paul asked.

"He seems all right to me, but that's Jean area." He said. "What did you do to her?"

"Jean hit her with a psychic bolt. Pretty major one from the looks of it." Paul said.

"What happened here?" the Professor said as rolled into the room.

"Short version?" Paul said turning to him. "She woke up. Didn't like what we told her. Went berserk. Tried to kill us. We stopped her. I think that about covers it."

"What should we do with her now, Professor?" Jean asked.

"Put her back in the bed and restrain her. I will work with her myself to try and better understand her reaction to all this." He said.

"Well, one things for sure. She doesn't like the fact that she's a mutant." Paul told him. Jean floated the girl back to the bed and Scott and Paul strapped her down pretty good.

"Oh dear, what happened?" Hank said standing up from behind the counter.

"Girly here tried to kill us. No big." Paul said cheerfully. "Are you all right?"

"Yeah, I think so. My head hurts terribly. I think I will go to bed." Hank said simply walking out the door of the med-bay.

Paul turned to Scott and Jean. "So, what do y'all do for fun around here?" Scott and Jean just looked at each other as if they had no idea what Paul was talking about.

"You know? Entertainment? Shopping, movies, dance clubs." He said to both of them. All he got was a blank stare. "Sheesh, y'all need to get out more."

"Yes, yes. I agree. Why don't you all take the students who want to go out and go somewhere for a little while." The Professor said. "I can watch her while you are gone. You need a break."

"Well, we could go down to Long Island. There's plenty of stuff to do there." Jean said.

"Are you sure, Professor?" Scott said.

"Yes, of course. Go have some fun." He replied.

"All right, but only if you're sure." Scott returned and the Professor only nodded his head as he adjusted some computer equipment.

"Great, let's go. I'll tell Peter and Ororo." Paul said as he headed out of the room followed by Jean and Scott.

It wasn't long before everyone was ready and at the front door ready to leave.

"Are we taking Bobby?" Ororo asked.

"Ahh, he might be a little young to get into a dance club." Paul said putting on his black leather coat on over his tight, blue long sleeve shirt. Everyone else was dressed pretty nicely as well. "And Hank just wanted to stay in bed."

"Ya clean up well, Scott." Paul said as they walked out the door to load into one of the massive black SUV's the school was furnished with.

"Thanks, so do you." Scott said with a little hesitation. Scott climbed into the driver seat and Jean into the front passenger. Paul, Ororo, and Peter just got into the back.

After about forty minutes later they arrived in Long Island and found a parking space to leaving the car for the evening.

"So, y'all want to go see a movie or just hit the stores?" Paul asked cheerfully.

"I say stores." Ororo said.

"Yup, same here." Jean said.

"Me too." Paul said. "Sorry guys, guess y'all get to go shopping with us." Scott didn't look like he minded, but Peter didn't look very happy.

"Don't worry Peter, we'll eat soon." Paul said with a laugh and a pat to Peter's stomach. They turned and started walking down the street to begin their hours of shopping.

A couple hours and quite a few shops later Peter tapped Paul a shoulder. "I thought you said we were eating soon?" he said flatly.

"Well, it being almost seven o'clock, that sounds like a great idea." Paul said once gain with the cheerfulness. "Where y'all want to eat?" he looked to Scott when he heard a snicker. "What?"

"Sorry, its just the y'all thing again." Scott said trying to keep his laughter to a minimum.

"Yeah, yeah. Laugh at the country boy with the weird accent." Paul waved a dismissing hand at Scott. "So, let's find a place to eat. You know, it's only weird because we're in the North. My accent that is."

After a short search they found a nice little Chinese place and ate there. They just sat around talking about whatever. Jean and Paul told them about what happened in the medical bay. Paul heard some horror stories about Magneto and his Brotherhood of Mutants. He also heard some stuff about some mysterious mutant named Wolverine. They talked for a while longer and finally decided it was a good time to leave.

Once outside, Paul brought up the idea of going to a dance club and all agreed, but Scott. Jean and Paul convinced him to go though and off they went. They went by the car to put their shopping away and then they headed to the club. By the time they got into the club and found an open booth it was nearing ten o'clock.

"When's lights out on a Friday night?" Paul asked over the loud music.

"We don't have a set time of Friday nights. Whenever you want." Scott answered. He had to lean in close to Paul's ear so that he could be heard. Scott's warm breath sent a shiver down Paul spine and almost cause Paul to shudder.

`What the hell!' Paul thought to himself.

"Scott you want to dance?" Paul wasn't exactly thinking with his right mind at this point and honestly, what did have to lose. Paul was pretty sure that Scott wouldn't punch or anything so was the worst that could happen.

"Ah, no thanks." Scott replied. Ok, not what Paul was hoping for, but he could work with it.

"Do you not want to Dance? Or you just don't want to dance with me?" Paul inquired.

"Sorry, Its not you. I just don't dance." Scott said matter of factly.

`Don't dance my ass!' Paul thought. "Well, you do now!" Paul said grabbing Scott by the collar and putting him out to the dance floor before Scott could protest.

"Hey Jean, look." Ororo said pointing towards Scott and Paul on the dance floor.

"It seems Scott has a new friend." Jean said as Paul pulled an objecting Scott onto the dance floor.

"I knew there was a reason I liked him." Ororo said.

"Why don't we join them?" Jean looked to Ororo and Peter.

"Yes, why don't we." Ororo looked up to Peter as well. And before Peter knew it, the two girls were dragging him to the dance floor.

"I don't really know how to do this, Paul." Scott said once again leaning into Paul as to be heard.

"Don't worry, it's easy. Just move your body. Don't worry about what you look like. It's about the music, not you." The song `Never Gonna Come Back Down' was blaring from the speakers and bodies on the dance floor were moving rhythmically with the music. Paul just kept dancing and making sure that Scott was moving at least slightly.

Scott started to loosen up and began to dance with the music. He seemed to be enjoying himself so Paul decided to take another risk. He rested his right arm on Scott's shoulder and danced a little closer to Scott. Scott seemed fine with this so Paul kept on dancing. Letting go of everything and getting lost in the music.

"They're kinda cute together, don't you think?" Ororo stated as she danced with Jean and Peter several feet away from where Scott and Paul were.

"Yeah, definitely cute. They're both pretty hot. Don't you agree Peter?" Jean asked.

"Though personally, I do not find men attractive I would say they're both...hot." he replied as both the girls snickered.

This time it was Scott who made the move. He put his left hand on Paul hips and pulled him closer so that their bodied were almost touching. Paul opened his eyes and looked straight into Scott's glasses.

"Having fun yet, Scotty?" Paul said with a smirk.

"Oh yeah, and don't call me Scotty." Scott said returning the smiling. Paul couldn't help but notice how close Scott's mouth was to his. They were almost nose-to-nose and in that moment Paul wanted so badly to kiss Scott. But he didn't. He wanted to wait. Didn't want the first time they kissed to be in the middle of a crowded club.

Just because he wasn't going to kiss him didn't mean there weren't other things he could do. Paul stepped in so their bodies were totally touching and he wrapped his arm around Scott's back. Paul put his head down on Scott's shoulder and their bodies started to move as one. Their hips swaying to the music.

Scott put his arms all the way around Paul body and gave into the music. Losing himself in the sweet smell of Paul's hair and warmth of his body. He was really enjoying this. He would have never let himself do this before now. He didn't know why he let Paul in so close, but he didn't really care right now. Now, he would revel in the moment.

Paul didn't know how long they had been dancing and he didn't really seem to care. This was nice. Scott's arms felt nice around his body and he smelled amazing. Paul had never had anything like this before. He'd never felt this safe before and he didn't plan to move anytime soon.

Scott and Paul's dance arrangement hadn't change at all. They were both swaying to music and quite enjoying themselves when they were interrupted.

<Guys? Sorry to interrupt, but we probably should be going. > Jean said to them.

<Why, we haven't been here that long? > Scott said to her.

<Ah, yeah we have, we've been here for almost three hours. > Jean sent back.

"What?" Paul said, his head popping up from Scott's shoulder to look at his watch. "Oh my gosh. Yeah we probably should be going."

"How did we dance that long?" Scott said to Paul.

"I don't know, but let's go. Peter's probably cranky already." Paul said grabbing Scott's hand and leading him off the dance floor.

"Sorry guys." Paul said the other three people in their party.

"No problem. Just ready to head home." Ororo said with a smile as she stood. They headed out of the club and to the car. The drive back was quite, but this time Paul sat up front with Scott.

When they got back to the mansion it was nearly two am and everyone headed off to bed pretty quickly. Everyone, but Scott and Paul. Paul had stopped and told Scott that he wanted to talk to him if that was okay. Scott said it was fine and they headed to Scott's room.

After shutting the door and pacing the room a few times, Paul began. "Ah, okay." He said nervously. "Ah, I've never really been in a serious relationship with anyone before and I really don't want to screw this up." Scott had sat down on his bed and just listening to Paul talk.

"I really enjoyed dancing with you tonight. Well, obviously since we danced for three hours straight." Paul said still pacing the floor nervously. "You know, I get the feeling that you're into me, but to be honest I don't really know you that well. And that's not a bad thing. It's just a fact. I've been known to make rash decisions in my life, but this is one thing I want to do right. I want to think it through and come out with a sound decision." Scott kept silent a let Paul continue with whatever he had to say. He knew he'd get his turn.

"Like tonight. I just kinda assumed that you didn't mind dancing with me and just went with it. I know that if I want a solid relationship I've got to stop doing stuff like assuming." Paul started to shake his hand and pace at the same time. "I do that all the time. Put my heart out on the line, not knowing if I'm gonna be shot down or not. It just that I take that risk, and I wish that I could stop that. Its too childish and immature."

"You know?" Scott said standing up from his bed and he grabbing Paul's arm to stop him from pacing. "You sound too much like me right now."

With that Scott put his right arm behind Paul and pulled in him close to his body. And without so much as a second thought, Scott kissed Paul firmly on lips. It wasn't a long kiss, but it was a good kiss. A passionate kiss laced with wanting desire. It almost felt like electricity was shooting through Paul's body and he loved that feeling.

"And what you think is childish and immature I think is attractive and sexy." Scott told Paul.

Paul stood in silent shock for a few seconds as his primary brain function kicked back on and his mouth started to work again. However, "Wow." was all that came out as his mouth hung open.

"Well Paul, I had an amazing night and I'll see you in the morning." Scott said ushering Paul to the door and opening it for him. Paul didn't move, though. So Scott gently pushed him out and smiled brightly at him. "Hope you sleep well, Paul. I know I well."

Paul still couldn't move. Apparently, the part of his brain that worked motor function was still refusing to work. So he just stood there for a moment and stared blankly at Scott's closed door.

Jean walked pit of the bathroom with her toothbrush in hand. She stopped and looked up at Paul and laughed. Paul still did moved.

"This way honey." Jean said putting an arm around Paul shoulder and laughed to herself as she walked Paul to his room. As they walked away, a huge smiling took over Paul's face and he was beaming brightly. When they got to his room, he went in and got ready for bed quickly. He literally jumped into bed and pulled the covers over him. The sooner he went to sleep the sooner he could wake up and see Scott again.