Disclaimer: I do not own Xmen: First Class. I seriously wish I did, but I don't. A tragedy I know, but thats the way life is.

Full Summary: First Class. There's something powerful inside of Charles. He tasted it as a child and locked it away deep inside. But with all that's happening with Shaw it's breaking free. Can Eric and the team save Charles or will the power destroy him? ErikxCharles

A/N: I know in the comics the Phoenix is in Jean Grey and it's a chosen one kinda thing, but for the sake of this story it's not. It's chooses Charles instead because c'mon, he's like uber powerful and epic! Right? Besides...it's my story and I can do what I want! So there! :p

Also, this is set during the period of training before they find Shaw and have the big beach divorce. So it is AU in a way. Any who, here's the first chapter.

This fic is dedicated to: GeorginoschkaVincen

Thank you so much for your inspiration on my Phoenix's personality and for creating a wonderful Phoenix!Charles story. You made me so happy by doing it. I love that someone else see's the need for PhoenixBAMF!Charles! So thank you and please feel free to tell me anything you want to see in the fic.

Ah, before I forget:

WARNING- Mentions of child abuse, Sexual situations, MalexMale, and Torture. YOU HAVE BEEN WARNED! DON'T FLAME ME FOR YOUR INABILITY TO READ THE WARNING PLEASE! THANK YOU!

Prologue: Forgotten Memories

It had been there, hidden away inside him, for as long as he could remember. A presence in the back of his mind unlike the whispered minds of those around him.

It was hate and anger and raw power.

He'd first noticed it as a small child when his power first manifested. It was before he had found Raven and he had felt so alone. Alone and scared.

When his power first appeared he didn't know if he was mad or if the voices in his head were really something more and he was too afraid to tell anyone, his mother especially. Since the death of her husband and her marriage to her husbands lab partner Kurt Marko Sharon Xavier had become incredibly depressed and, due to her son's resemblance to her late husband, resentful of Charles.

And he couldn't confide in his stepfather or stepbrother either. Kurt had only married Sharon for her fortune and was a violent man in nature, taking his frustration out on both Charles and Cain. And ever since Charles had learned through his gift of Cain's extensive abuse at the hands of his father the older boy had taken to following in his father's footsteps, taking his anger out on the smaller boy whenever possible.

And so, Charles was utterly alone.

Until it came.

A smooth voice inside of him, whispering in his young mind. It twisted his thoughts, feeding the anger and resentment brought on by his abuse and his mothers negligence. And for the longest time young Charles let those feeling fester and grow, making him cold and bitter.

He longed for his mothers love and protection and the presence saw this, urging him to make her love him. For what was the harm in it? To just push her a little until she loved him again? Make her happier and by extension make himself happier. All he had to do was give in to the presence, let it guide his power.

And he did. He let it in and with great power it reached into her mind and twisted, trying to make her happy and alive again. And for a brief while it worked, but it wasn't real and Charles knew that, could see in her eyes that his mother wasn't really herself anymore.

So he tried to let her go. To twist her back to herself, even if it meant she wouldn't love him anymore. But he twisted too hard and she broke, the pressure of his thoughts too much for her fragile psyche to bare. And within days Sharon Xavier ended her own life, leaving her young son alone.

After his mother's death Charles was more wary of the presence in his mind, afraid of what it's words had made him do. But the presence was persistent and eventually found an opportunity to win the his trust back.

It offered to save him from Kurt and Cain, who's abuse had worsened since Sharon's death, and though at first, still fearful of the presence's intentions, Charles refused it eventually began to wear him down.

Charles began to depend on the presence more and more as time went by, but it still wanted more. Needed more.

Despite the fact that the presence seemed to reside in Charles mind it was not really a part of him. It had merely been drawn to the young telepath's power and potential, feeding off his raw power.

And though it could easily take control of Charles it wanted him to invite it. It wanted him to need it just as much as it needed him. And so it tried to win the boy over, offering him power, love, and protection. All the things he was denied in his life.

But despite his reliance on it Charles held strong, refusing to give in due to the occurrence with his mother. His trust in the presence wasn't complete anymore and he was reluctant to let it guide him in anything else.

His denial of it was set in stone it seemed.

But eventually even the hardest stone is worn away and the same could be said of Charles resolve. Eventually he had no choice but to give in.

And the choice would change him and everything he believed for the entirety of his life.

"Charles. Come out Charles. You can't hide forever."

Charles whimpered, curled up in behind the cabinet in Kurt's lab. Cain had had a particularly bad day and had immediately searched out Charles to take out his rage.

Thanks to the younger boy's telepathy Cain was having a fair amount of trouble finding him, but Charles knew he couldn't hold it long. He didn't have the best control of his power, especially when he was afraid.

His only hope was that Cain wouldn't think to look for him in the lab. They weren't supposed to set foot inside under threat of Kurt's wrath.

Since Charles refused to let him in his father's study the lab was all Kurt really had. He hated being anywhere near the boys and so most days locked himself away in laboratory, leaving the manor's staff to care for Charles and Cain.

"Get out here now!"

There was a crash out in the hall and Charles barely held back a frightened whimper as Cain let out a rabid roar. Charles had a feeling that whatever that crash was he'd be blamed for it later.

Cains heavy footfalls echoed in the hall, stopping just short of the door, and Charles felt his heart freeze up as the knob turned slowly. Fear held him in it's grip as he realized his control had slipped and Cain was going to find him.

His heart was pounding and he tried to think of a way out. Somewhere to hide.

He heard a commotion outside the door, but he couldn't focus on it, too busy thinking of a way to hide from Cain. He was terrified. He didn't think he could take another beating. His naturally frail body was already at it's limit since Kurt's beating had increased in frequency.

His eyes caught sight of a cabinet and he raced for it as the door opened and a hard and familiar voice rang out, freezing him in his tracks.

"What are you doing in here?"

Charles turned, eyes wide, to face his step father Kurt.

"I-uh-I was just..."

Kurt growled, moving into the room threateningly. "Just what? I've told you Charles...NEVER to come in here."

Charles couldn't contain the whimper of fear as the man approached him slowly, eyes narrowed in anger. Charles could just make out the scared thoughts of Cain out in the hall as he reached out with his own mind, desperately trying to prevent what was to come, and he felt a pang of guilt at how the older boy's mirrored his own.

Before he could do anything to fight back there was a sudden crack and he was sprawled on the ground, eye burning from the hit. Then there was another, straight to the stomach, and another. He was gasping and whimpering in pain as Kurt took out his anger hit by hit.

As the pain filled him up, covering him in a familiar sense of numbness and disconnection, he felt it. The presence.

It was covering the pain with rage and hate, boiling his blood and making him shiver.

'I can help Charles...Let me in Charles...'

'N-No...I can handle this m-myself...'

'You're hurting...Let me HELP you Charles...'

The pain in his body made it hard to focus and before he realized it he was answering out loud and Kurt was staring at him in confusion, even as he kicked him and hit him and bruised his small form.

"No...I c-can do this...", he winced as Kurt kicked him again, blood dripping from the corner of his mouth. "I don't n-need..."

"Who the fuck are you talking to? Who the fuck are you-"

'But you do need me...Let me help you Charles...Let me save you...'

As blow after blow rained down on him and the copper taste of blood filled his mouth Charles felt his resolve crumbling away. He could hear Kurt screaming at him, but couldn't make out what he was saying.

His telepathy was going wild and he could hear a cacophony of voices screaming in his mind, overwhelming everything that he was. He didn't know when Cain had come into the room, but he could see him out of the corner of his blurry vision ad hear his angry vice I his head.

'Let me save you Charles...'

He nodded his head as much as he could, sobbing quietly as the pain became too much. His skin was numb, but the rest of him was on fire. It hurt so much more than any of the times before and he didn't even know why it was so much more extreme.

But before he could think about what he was saying he gave in, crying out for the presence he'd fought so hard against.

"I-I need your...he-lp...p-please...!" 'HELP ME!'

The moment the words left his lips he felt something burning hot flood into him and he felt himself shake with the sheer power building up inside of him. Something inside him reared it's head and what had moments before been a young boy was now something else entirely.

With a sudden blast of power Kurt and Cain were slammed away from him, bodies hitting the wall with a violent force. Everything around him was either floating, burning, or shattering, all depending on what it is and how close it is to him.

He stood up, hair billowing as if in a personal tornado, and looked at them, eyes which had been a soft blue now an unnatural burning red. His skin seemed to glow from within and his veins stood out around his eyes and neck giving them a dark shadowed look as he looked at them, smiling at the looks of confusion and horror on their faces.

Kurt stuttered just looking at him, slowly using the wall to rise to his feet. "W-What are you...?"

There was moment of silence and the thing in Charles skin looked like it was really considering the question. Then it's smile widened and it moved-floated- forward, a look of badly hidden malice in it's eyes.

"I am the Phoenix."It raised a hand, snarling. "And your boring me."

And suddenly there was heat and fire unlike any they'd ever seen and it was alive, whirling and billowing around them. The chemicals in the lab only fed it's fury and it quickly consumed everything in it's path.

Through the flames the Markos could make out Charles-no, the Phoenix's- triumphant face, a sadistic smile on soft lips. And there was laughter in the air, a sharp un-childlike sound coming from a child's body.

But as the fire finally reached them and Kurt's screams filled the air, the laughter broke and there was sobbing, pained sobbing. And red eyes became blue again and there's horror in their depths as Charles took in what he'd done and he cried out in fear and pain.

It took every ounce of strength to fight his way through the flames to what was left of his broken family and drag them out, coughing and sputtering as he went. And when he was done and the fire had died down he collapsed on the grass, sobbing and curling into himself.

He'd let it in. Trusted it. And once again the presence had destroyed everything around it, using him to do it.

And he could feel it inside, reveling in what it had made him do. He felt filthy and bad. He felt like a monster.

Turning to look at the body's of his stepfather and stepbrother he made a decision. None of them would remember this ever happening and he'd lock the presence away where it couldn't cause any more harm using him or anyone else.

So, putting a hand to his temple, he wiped their memories and his own of the fire and created new ones, locking the presence inside himself as he did. He bound it all away and made sure no one, not even himself, would ever know what really happened that day.

And with the presence he bound his hate, anger, and resentment, making sure nothing could never use his darker emotions to control him again.

And when he was done, he blinked, new memories in place and rushed to his unconscious stepfather and stepbrother's sides, checking them both over for injury.

Cain it seemed would be just fine, perhaps a little sore, but otherwise alright, but Kurt was not nearly so lucky. His body was burnt and unmoving, without a pulse.

Kurt Marko was dead.

And Cain was taken away soon after, put in an orphanage. Charles was left with the staff of the manor, who had been with his family as long as he could remember. And once again he was alone.

Until Raven.

The moment she first broke into his home and raided his kitchen his loneliness came to an end and the fire was washed from his mind. With her companionship he felt safe and loved and his control over his gift grew.

And the presence known as the Phoenix stayed locked away inside with all the pain and anger he'd ever felt. Silent and asleep in the very depths of his mind.

...Until now.

I wanted a little intro explaining how the Phoenix came to be in Charles and why it has yet to show it's self yet. I also wanted a dramatic little cliffhanger-esque ending, hence the overly dramatic '...Until now.' Lol. Anywho, please review and tell me what you think.