A/N: I do not own the X-Men, and don't claim to.

I did not actually set out intending to write a Kurt/X-23 story, but that's what I enjoy about writing, the characters take on a life of their own. I guess I just kinda figured that X-23, coming from almost complete isolation, would fall for one of the only guys her age that she'd met up to this point. Who was able to sympathize with her. And checked up on her. And actually helped her fit in. Kinda a tall order, but don't underestimate the Fuzzy Man™®. This IS a oneshot, but I may do a sequel later, assuming I can get enough interest. You know what that means, right?

Review please! Authors draw their life force from the reviews of others! Yes, that means YOU. I know you're thinking "I don't have anything constructive to say... so I won't say anything", but at least let me know that you liked the story (or didn't, as the case may be). Thanks for reading! *EDIT* Ok, I have 100 hits and 3 reviews. Not good. Thanks to all three of my reviewers! If you want to see a sequel to this story, write a review. Even if only to say "I wanna see a sequel!!!11!!1!!!one!". I figure about 10 should be enough to start it. :)

P.S. I know I left out Kurt's accent. Written accents are a pet peeve of mine. If it bothers you so much that you don't feel like imagining it, just copy/paste and write it in before you read it.

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Kurt Wagner sat up silently, his eyes burning holes into the darkness around him. He glanced at the small bedside clock: 2:34 AM. He'd been in this situation many times, and he knew that any attempt to go back to sleep would be futile. He knew better than to turn on the light, the last time he tried that he nearly blinded himself. Silently creeping out of bed, he opened the large french doors and walked out onto the small balcony attached to his room. Were it not for the sleep deprivation, he would almost enjoy these bouts of insomnia. The moon glinted brightly off the fountain in the courtyard, and Kurt mused on the deadly weapons lying beneath the gently agitated waters. Staring at the moon's reflection was almost hypnotic, and he soon found himself becoming drowsy. Grinning smugly at his perfect cure for sleeplessness, he got ready to return to bed when he became aware of a small noise coming from another balcony. Why, if he didn't know better, he'd say it sounded like somebody... crying?

*BAMF*

He teleported to the ground below and circled the institute, looking for the source of the noise. He finally found it, three stories off the ground, on the girls' side of the institute.

*BAMF*

Emerging from his instantaneous portal on a balcony a safe distance away, cautiously peeking over the low wall. X-23 was huddled on the next balcony over, apparently sobbing. Kurt ducked down, but it was too late. X-23's keen sense of smell picked up the sulfurous smell from his teleportation, and she stood up quickly.

"Who's there?" she intoned menacingly.

Kurt, knowing that he'd been found, stood up slowly.

"Just me," he announced sheepishly.

"What are you doing?" X-23 growled.

"I could ask you the same thing," Kurt observed.

X-23 gave him a look.

"What are you doing here?" she asked again, with more hostility than the original question.

"Er, uh, I couldn't sleep," Kurt said, unconvincingly.

"You're lying!" X-23 shouted.

Kurt winced.

"Keep it down, would you? People are sleeping!" he hissed.

"What are you REALLY doing here?" X-23 demanded, ignoring his observation.

"Nothing, really! I have trouble sleeping a lot, so I come outside! I wasn't spying or anything," he hastily mentioned, before his voice turned sympathetic. "Are you having trouble sleeping too?"

X-23 didn't answer.

"So... um, how do you like it here at the institute?"

Still no answer. Kurt was becoming annoyed.

"Look, X, just because you're not happy about me being here doesn't mean you have to ignore me. It's very rude, you know."

X-23 shot him a sideways glance but still appeared to be absorbed in her own thoughts. Kurt scoffed.

"Fine. I can tell where I'm not wanted," he said angrily as he turned to leave.

"Wait!" X-23 exclaimed meekly.

Kurt turned around slowly.

"If you wanted me to stay, you could have been a little more friendly, you know," Kurt advised, obviously miffed.

"I'm sorry, I'm not used to participating in conversation," she said sadly.

"Then how are you so good at speaking?" Kurt asked, puzzled. "And how are you 'not used to it'?"

X-23 shrugged.

"They never let me talk at HYDRA. They taught me to speak normally by forcing me to watch videos of people interacting."

"That's... terrible!" Kurt exclaimed.

"I'm sorry, I didn't intend to burden you with..." X-23 began.

"No! Don't be sorry," Kurt offered. "Why don't you just try and talk with people?"

"I always tend to say the wrong thing. People think I talk like a machine, with no emotion," she explained.

"Are you kidding? You're doing just fine!" Kurt observed.

X-23 paused as she realized she was currently engaged in a conversation.

"Usually I just sit quietly. If someone has important information to convey..." she started, as if she wasn't convinced herself.

"Don't think that! You're a great conversationalist!" Kurt said.

"Really?"

"Sure! Talk about something. Anything!"

X-23 thought for a minute.

"I think... I think I want to kiss you," she finally said.

Kurt backed up, blushing furiously.

"Um, that's not really the type of thing you say to someone..."

X-23 looked crestfallen for a fraction of a second before her face returned to a neutral stare.

"I TOLD you I can't do this," she stated flatly.

"No, it's ok! It just... caught me by surprise, is all," Kurt hastily added with a hint of nervousness. "Look, when you want to talk to somebody, you have to bring up something that they can relate to. Or at least that they can respond to. Like, um, ok, I got it. How did you like dinner yesterday?"

"It was good!" X-23 exclaimed. "At least it was better than raw meat or the processed junk they fed me at HYDRA," she intoned, back to her normal self.

"No, no no! You were doing good! What did you like about it?"

"The soup."

"...yeah..."

X-23 sat silently.

"What about it did you like?" Kurt prodded.

"Everything. I've never had soup before."

"Really?" Kurt was genuinely surprised.

"Yes. It was like a drink, but a meal at the same time. I found it quite interesting."

Kurt's watch/image inducer beeped loudly. 4:00 AM.

"Oh man, I have a test tomorrow, too." he sighed. "I better go."

X-23 looked sad. "Can't you just stay for a few more minutes? I'm learning so much!"

Kurt looked thoughtful.

"Well... I can't stay right now, but..." he paused. "What about tomorrow, after school? I could, uh, buy you dinner."

"You would do that?" X-23 asked gratefully.

"Sure! I know this great little fondue place..."

"What's fondue?" the confused girl asked.

Kurt smiled.

"Well... if you found SOUP interesting, I can assure you that fondue will be riveting."

"Oh... ok."

Kurt turned to leave.

"Kurt..." X-23 stopped him. "Thanks."

Kurt's mischievous grin took center stage.

"No problem, X. You can always count on the fuzzy man."

X-23 smiled as Kurt turned and vanished in a puff of smoke.

*BAMF*