DISCLAIMER: Don't own them, though I do covet them.
NOTE: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.
ARCHIVING: Only with the permission of the author.

Underneath It All
By Janine


Part 1

Jean approached the medical bed slowly, her eyes on Emma Frost's prone body, roaming over her newly crystallized form - the secondary mutation that had saved her life, allowing her to survive the genocidal Sentinel attack on Genosha.

Jean scanned Emma again as she approached the bed, still surprised at the fact that she was able to do it at all. The same white blankness that she had sensed when they first brought Frost into the mansion was still there. Emma was in shock.

Jean reached out, her fingers jerking slightly as they encountered the warm and surprisingly malleable shimmering crystal that was Emma's skin. Lowering her fingers back over Frost's temples she allowed her fingers a moment to become accustomed to the feeling of touching the blonde's diamond form before opening up her mind.

Slowly and gently Jean began to send warm, comforting waves into Emma's brain, massaging her thoughts tenderly trying to get the woman to relax and release her diamond form. Hank was convinced that Emma could retract the diamond skin but that because of the shock she had suffered in Genosha her mind was still was there reliving the trauma causing her body to react by keeping the protective shell in place.

Jean watched the blonde telepath's face for any sign of change as she continued to caressing her mind softly and was surprised at the strong pang of tenderness that hit her as she did so. Emma Frost looked impossibly young and vulnerable at the moment, despite her new mutation. Jean could make out her face and expression beneath the crystal mask and it made her heart hurt. Emma's carefully practiced haughtiness and aloof condescension were nowhere to be seen at the moment, and the lack of blue-blooded arrogance softened her features. She could see the blonde woman's lips trembling slightly as her eyes darted around beneath her closed eyelids reliving untold horrors.

Jean watched as Hank approached them, moving to stand on the other side of the bed of the bed as she continued to work on Emma's mind. As she gently projected soothing words into Emma's mind she watched as Hank carefully picked up the blonde's hand revealing soft, pale skin.

"It's working. She's slowly beginning to react the diamond covering," Hank said softly as if trying not to disturb Jean's concentration. "Keep going."

Emma started to relax more as Jean continued her efforts, the blonde's mind beginning to clear somewhat as she did. Instead of a milky fog of jumbled feelings, fuzzy memories began to open themselves up to her. She could make out Emma standing in front of a group of students gesturing to a projection screen, and then she was moving through the rows of students checking their work before moving back to the front of the room. Then Emma was gesturing with her hands making a dome-like structure in the air trying to show them how to visualize a stronger mental shield. Next she saw a small smile appear on the blonde woman's face, and felt a rush of warmth and affection from her as the memory went on and she gazed out at her students. Some were trying unsuccessfully to stifle laughter while the others were looking around the room completely bewildered as to what was so funny. Emma had been projecting various amusing images out and the children that were not forming their mental shields properly were giving themselves away by giggling.

The memory then started to fade in and out shaking and shimmering and Jean could feel the sudden tension and terror in Emma's mind. They were approaching the memory of the Sentinel attack, she was sure of it.

Jean stepped up her efforts inside of Emma's mind, trying to provide as much comfort as possible, then, after a moments hesitation had her astral form approach Emma's mind form. She then rested her hands on her shoulders before taking a deep breath and then hugging her arms around Emma. There was no reaction from the memory Emma, but she could feel a reaction in the woman lying in the bed beside her, Jean's presence soothing her somewhat as she went through the memory of the attack.

Jean's body shuddered as the images of the attack bombarded her, unconsciously squeezing the body she was holding tighter against her. The sound of the building collapsing around them was almost deafening, but it was the sound of the children screaming that pierced her ears and heart the most. She could see them trapped and running, bleeding and unmoving all around the classroom. The Emma in her arms tried to move to them but the building would lurch powerfully knocking her off balance, or huge chucks of the building would fall in her path blocking her way to them. Jean could feel her panic, could feel her thoughts of trying to get over to a few of the children, that if she could shield them with her body she might be able to save some them.

And then it all went black.

"Jean! Jean!"

Jean blinked trying to focus her eyes. She could make out a blurry blue form in front of her and knew that it was Hank calling her. He sounded alarmed and she immediately looked down at Emma to see if something had gone wrong with her. She noticed that the diamond covering had almost completely retracted and made a conscious effort to continue sending comforting thoughts to the blonde when Hank called her name again still sounding concerned.

Her name, Jean thought. Why was her calling her name? She looked back over at him and found that he was still blurry and unfocused. Without thought she brought her free hand up to her face and wiped at her eyes. Her hand came away wet.

She was crying.

"I'm okay," Jean heard herself say out loud although the answer wasn't strictly true. "It's just … I saw … what she saw. It was …" she trailed off holding Hank's gaze for a moment as she tried to find a way to describe it before finally giving up.

She was about to tell him she just couldn't put it into words at the moment when she was bombarded by intense feelings of confusion, fear, desperation and a jumble of other emotions she couldn't clearly delineate.

Looking down quickly Jean's eyes immediately locked on to Emma's wide sky blue orbs.

She was awake.

Shocked by the intense and desperate gaze trained on her Jean immediately tried to pull back her hand from where it had been resting on Emma's temple only to have a pair of soft hands wrap around her wrist holding onto her with enough force that it was almost painful.

"Don't go!"

The words came out small and chocked. She had never heard a tone remotely like it come out of Emma's Frost's mouth and she froze staring down at her for a long moment before she was able to shake off surprise and will herself into action.

Reaching out with her free hand she brushed a few strands of pale blonde hair off of Emma's forehead before stroking her cheek gently, repeating the gentle and soothing motions inside of Emma's mind.

"I've given her a sedative," Hank said as Jean continued to stare down at Emma, simply nodding to show that she had heard him. "She should be asleep soon," he went of softly. "It would be best for her if you were to stay with her until she does. She's obviously drawing some sort of comfort from your presence," he went on sounding as bewildered by the fact but happy. "And I'd rather not put any more stress on her by taking that away while she's conscious of it."

"Of course," Jean said simply. "I'll stay," she continued sitting carefully down on the edge of the bed, stroking Emma's head again when the blonde moved towards the warmth of her body.


Part 2


"It's freezing out here," Jean said as she approached Emma from behind. With any once else she would have waited to speak not wanting to alarm them, but she knew that Emma would have felt her approaching minutes before she actually arrived.

Emma turned her head to watch as Jean walked the last few steps to her side. The red-head had a thin sweater on and was rubbing her arms with her hands for warmth.

"You're not exactly dressed for success, are you dear?" Emma replied raising an eyebrow as she fingered the warm white cloak she had drawn over her shoulders.

"I didn't think it would take me so long to find you," Jean huffed a bit glaring at Emma, doing her best to hide the mildly annoyed look a second later when Emma's lips unturned slightly, her ire obviously amusing the blonde.

"And what was so urgent that you felt the need to risk your health or disturb my peace?" Emma asked with a sigh turning her attention back to the gently rippling surface of the pond near the edge of the Institute's grounds.

"You seemed upset," Jean replied sighing slightly. Emma's integration into the X-team was coming along excruciatingly slowly. Although the team had accepted the Professor's decision to bring the blonde telepath into the fold, none of them were really very happy about the new addition to the X-Man family. Not that Jean could blame them given Emma's history with them. Still it made training sessions and activities that called for them all to be in the same room together for more than five minutes taxing at best, and explosive at worst. The session that afternoon had been the latter.

"Upset?" Emma asked vaguely running a hand through her hair, her eyes still focused on the water in front of her.

"Yes, as in unhappy, distressed, troubled, or sad. Upset," Jean replied somewhat wearily. Getting Emma to talk about her feelings was almost as agonizing a process as trying to get Scott to open up. It was a brick wall that she had become ever increasingly familiar with after her husbands possession by Apocalypse. Every inquiry and offer of comfort or solace had been rebuffed, denied or met with stony silence until finally two months before he had declared that he was leaving to try and sort things out in his head and gain some perspective.

"Why are you doing this?" Emma asked finally sounding irritated and tired. "You have to know how annoying I find these insipid inquiries into my well being," she continued glaring at Jean pushing down the uncomfortable knowledge she held of why the red-head had been so considerate to her.

She had claimed to have little to no memory of the night she had woken up in the mansion's medical lab, and McCoy had aided her campaign of denial by stating with the stress that she had been under and the drugs in her system some temporary memory loss would not have been unusual. The truth was she remembered that night perfectly. She remember waking up feeling warm and oddly calm only to discover that she was lying with her head cradled in Jean Grey's lap as the woman's stroked her hair tenderly and cooed at her like she was precocious three year old or a particularly cute puppy. She remembered waking up earlier in the day and feeling the red-head inside of her mind comforting her, causing a cold chill to run through her as usual whenever she tried to remember what else the woman might have seen inside of her head. But what really galled her, what angered her so much that it forced her to burry the memory of that night to the far recesses of her brain was that even when she realized where she was and who it was that was comforting her she had responded by wrapping her arms around Jean's waist, pressing herself more firmly against the warmth the red-head was offering and … cried.

It humiliated her to remember how needy and desperate for comfort she had been. And the pang of thankfulness she felt when she thought back on how kind Jean had been with her as always caused her a certain amount of distress.

Jean groaned slightly tilting her head up to the sky as if praying for strength. Taking a deep breath before turning to face Emma once again she wondered if she were some sort of masochist, if she was secretly a glutton for punishment because she couldn't think of any other reason that she kept sticking her hand out only to have people snap at it like a rabid animal. Because there she was, so soon after the memory of her husband's dismissal, allowing Emma Frost of all people to do it to her all over again.

"Just because you find it annoying it doesn't mean it's useless," Jean replied finally staring at Emma before shaking her head wearily. "You can pretend to it doesn't concern you, but I know that no matter how hard you try to live up to the nickname Frosty, you're not nearly as unaffected as you want everyone to think you are."

She had seen and felt more inside of the blonde woman's head then she was sure Emma would have ever chosen to share with her, or anyone else for that matter. After the sedative Hank had given her that night, the connection between their minds had remained open allowing her to see much more of Emma had she had earlier on that day. She would have closed the connection not wanting to invade the woman's mind now that she was calmer, but Emma had forced the connection to remain open with a savage intensity Jean was surprised she was capable of generating after the ordeal she had gone through. She suspected that Emma didn't even realize that she was doing it, that her mind was just trying to hold onto the warmth and comfort that she had been offering anyway that it could, and allowed the mental contact to continue.

The images were she had seen were fuzzy and unfocused, disjointed and nonlinear. As Emma drifted into unconsciousness once more snippets of past events and waves of feeling flowed into her. The feelings of loss and loneliness the blonde woman's mind was torturing her with bombarded Jean, memories of empty houses, cold distant stares, and parents walking away from her, and ruthless attempts to succeed in anything set before her to get those heads to turn around and acknowledge her, flowing into Jean's mind.

Jean didn't excuse the things Emma had gone on to do with her life, but she did understand why the woman had become what she had become. It was only through power and success that she had managed to free herself from the pain and inconsequence of her childhood and because of that she coveted both with an almost addictive intensity. Still despite the ruthlessness and single-minded determination with which she pursued her goals, the blonde wasn't without her redemptive qualities. The love she had for her students, the dedication she showed to them was enough to show that Emma Frost wasn't composed entirely of ice, or has hard and impregnable as her new diamond form. That woman had simply learned to be hard from experience, and while she was no longer the vulnerable, weak child she had once considered herself be, Jean knew that she was still often just as lonely and insecure as that small child had been.

"Thank you, Dr. Phil," Emma responded scathingly. "But as the only person standing by this pathetic excuse for a pond with a psychology degree, I'm going to have to respectfully suggest that you shove it."

"You deliberately provoke them," Jean said ignoring Emma's outburst. She found that that was a necessary technique to employ when attempting to converse with the blonde. "If you'd just try to …" she continued pausing momentarily to shiver and rub her arms some more. "Get along, you might find that …"

"Oh for the love of God," Emma huffed in frustration, reaching up by her neck to unhook her cape. The red-head was shivering like a half-dead fawn and it was distracting her. "You're going to catch your death out here," she continued smoothly swinging the warm fur lined material around Jean's shoulders. "You're the only person I know that would risk pneumonia just to lecture me."

"Thank you," Jean responded gratefully tugging the warm material closer around her body. It really was very silly of her to go out without a jacket, especially considering that she should have realized like any chat with Emma it was likely to take a while.

"That wasn't a compliment," Emma replied shoving Jean in the direction of the mansion. She didn't really want to leave the pond, or continue talking with Jean but now that she had given up her cape there was no way that she was going to stay out there and freeze like Jean had been doing.

"I meant for the cape," Jean responded smirking. "But of all people I would've thought that you'd appreciate tenacity and determination."

"There's a difference between tenacity and determine, and stupid, ill-conceived pig-headedness," Emma stalking ahead of the red-head by a few steps.

"You see," Jean exclaimed quickening her steps to catch up to Emma. "This is what I was talking about before."

"I couldn't really make any of your nattering out between shivers," Emma complained quickening her steps once more.

"You complain and insult me, but you just did something very nice and considerate," Jean went on once again ignoring Emma's interjection. "You're perfectly capable of behaving like a normal person but you always try to keep people at a distance by provoking and verbally abusing them."

"And most are smart enough, or at least have a great enough sense of dignity and self-respect to take the hint and mind their own business," Emma responded turning around to face Jean. "But you my dear, are either too simple or lacking in common sense to avoid it," she went on eying Jean impassively. "If you'd like to talk about this propensity for punishment of yours, and since I actually have a psychology degree, I'd be more than willing to listen."

"Honestly Emma," Jean ground out a moment later, the woman's last comment feeling like a slap across the face. "What makes you such a bitch?"

"Breeding, darling," Emma replied her eyes narrowing and growing colder as she spoke. "Top class breeding," Emma continued looking away from Jean and focusing on the mansion which she could now see in the distance. "Care to hoof it a little faster dear, I'm beginning to feel a slight chill," not needing to look back to know that her reminder that in all of her proclaimed bitchiness she had still given her cape away had registered with Jean. "I thought your people were of a hardy stock."

"Oh we are," Jean replied shooting Emma an exasperated look. "The Protestant work ethic, it's how I manage to hold entire conversations with you," she went on reaching to unhook the cape and removing it from around her shoulders, holding it out to Emma a moment later.

Emma stopped walking and stared at her for a moment, then smirked. Small chills were once again running through Jean's body as the blonde finally reached out and plucked the cape out of the red-head's hands.

Jean turned and began to walk towards the mansion once more, jumping slightly when she felt a touch on her shoulder a moment later. Emma was behind her wrapping the cape around her shoulders once more.

"Really," the blonde drawled when she was finished securing the material. "That was just silly," she continued moving to stand beside Jean again.

The red-head glared at the blonde for a moment, but found her ire rapidly retreating. It was silly, they were still a least a five minute walk from the mansion and she had started to shiver again the moment she had taken the cape off. Emma, for once, was conservatively dressed having obviously planned to go out in the cold, and even without the cape was wearing a warm sweater.

Jean dropped her gaze and sighed deeply thinking that it was gracious of the pale blonde to give her the cape back after the turn their conversation had taken, and feeling slightly annoyed at the gratitude. It was like Emma toyed with her emotions just to amuse herself. She could go through an entire session in the danger room without feeling as exhausted as she did after spending a half hour in the blonde's presence.

Shaking her head she gave serious thought to just finally taking the blonde's advice and leaving her alone. However, as she felt the blonde place a warm hand on her shoulder before dropping it down to grasp Jean's hand, warming it with her own as she murmured "come along, dear," she knew that she wouldn't. She was sure that Emma, in her own emotionally retarded way, appreciated her overtures of friendship. Despite their constant bickering, unlike with the other X-men Emma did show her some consideration and unselfishness, her actions in the last couple of minutes an example of those brief interludes.

No, she wouldn't be one more person in Emma's life to give up on her. She wouldn't abandon her or leave her like so many people had in the past. She was going to show Emma that people wouldn't always let her down, that there was such a thing a trust, and that she could trust her.


Part 3

"I can't believe he hasn't come back yet," Bobby said in what Emma supposed was an attempt at a whisper, however she could hear him from half way down the hall.

"I don't think he's even called," Kitty replied managing a better attempt at a whisper than Bobby had though the conversation was still audible.

"Well, even if he had, as anniversaries go this one has got to be about a 9.5 on the suck-o-meter," Drake continued pausing in airing other people's dirty laundry long enough to give Emma the stink eye as she walked by them.

"9.5?" Kitty asked when they finally started on their way down the hall again.

"Well, at least she hasn't died again. That'd make it worse."

Emma sighed, pausing outside of the dining room as she realized why the tension level in the mansion had been so high this morning. It was Jean and Scott's anniversary and the dead beat was still nowhere to be found, and probably the only person in the entire universe that didn't know it was his anniversary if he truly hadn't called yet.

If Jean was in the dining room, which she usually was at this time of morning, and she went it in there it was sure to be tense and uncomfortable. Of course it was usually tense and uncomfortable every morning when she walked in so really it would be nothing new. Still despite her seeming irritation with the red-head she usually sat with her if for no other reason than to get some peace and quiet from the nasty thoughts people usually projected whenever she was around, but she wasn't really sure that she wanted to deal with a moping Jean.

However as she considered whether to go in or not, the dining room doors opened once more, widely, as Hank squeezed his way through revealing Emma standing there to those inside. Jean must have been talking with Hank before because the red-head's eyes were on him, and as he exited the room her evergreen gaze locked on Emma.

Sighing Emma stepped into the room. Retreating after she had been spotted would've been tacky.

"Good morning, Tiger," Emma intoned taking a seat next to Jean a few minutes later, tray in hand.

"Hello Emma," Jean replied softly looking downcast and distinctly mopey. Emma sighed, she knew it, she just knew that there was going to be moping.

"Well you're a veritable bundle of sunshine this morning aren't you?" Emma said reaching for a piece of toast and beginning to spread some jam on it.

"Emma, I'm really not in the mood for your unique brand of charm this morning," Jean replied glancing over at the condiment spreading blonde.

"Yes of course, the anniversary has you down in the dumps. An acute case of the Monday's," Emma continued reaching for her cup of coffee and taking a sip as Jean looked over at her and glared.

"So you know?" Jean asked glumly. She'd hoped that since nobody brought it up earlier on that they'd forgotten. Logically she knew that wasn't the case, that they were just trying to be considerate by not bringing it up, but having her failing marriage being treated like the pink elephant in the room really didn't make her feel much better.

"Darling, everyone knows," Emma replied, her voice surprisingly gentle. Jean Grey was a scared cow around the mansion, and while Emma would only agree with half of that out loud, she was aware that it meant Jean was sometimes treated as if she made out of glass. Despite the fact that she was easily the most powerful mutant in the entire school, people often treated her with kid gloves, not wanting to upset her, or hurt her and do anything remotely inappropriate. Part of that was fear of setting off the Phoenix fire that resided within her, but it also came with Jean being the Madonna of the house, the pure, innocent virginal girl next door. People couldn't deal with Jean's darker moods because they simply couldn't wrap their minds around the fact that she, Jean, was capable of possessing them. "I'm just the only one uncouth enough to admit it instead of pussy footing around you like you'd collapse into a thousand rainbow shards if you were reminded."

"Do you want a sticker?" Jean asked not particularly impressed with the fact that Emma seemed to think bringing up a painful subject just to show she was ballsy was worth bragging about.

"I'll take a rain check on the sticker," Emma responded completely unaffected by Jean's response. "However if you're still set on giving me a reward, I could use a date."

"Excuse me?" Jean asked looked up over into Emma's amused blue eyes. Normally she would've been glad to see the normally cold blonde in such a good humor, but at the moment it just set her on guard and irritated her.

"I've been given tickets to the Nivola winter collection fashion show," Emma replied pausing to take a bite of her breakfast. "I never pass up an opportunity to expand my wardrobe, but going stag to these events is somewhat ungainly," she continued. "I need an escort, and you need to get out of the mansion. Can you be ready to go around 4?"

"Ready to … I never said I was going at all," Jean responded slouching in her chair slightly. She knew what Emma was trying to do, and was surprised that of all of the people in the mansion it was Emma that was trying it, but she just didn't really feel like being cheered up.

"Of course not, I'm sure you'd rather mope around the mansion all day in your track suit, eating Cheetos and watching The View," Emma replied her expression clearly showing what she thought about the scenario she had just laid out. "But Scott, wherever the bastard may be, isn't likely to be sulking like a girl on crutches at the wrong party and there's no reason that you should be either," she continued drawing a few strands of hair behind her ear.

"Why do you care?" Jean asked hating Emma's description of how she was responding to the situation but knowing that the blonde was right in her aggressively blunt way. She was only punishing herself by being a sad, depressed shut-in.

"You've made it your business to annoy and harass me when I've wanted to be alone 'for my own good'," Emma replied smirking slightly. "I'm just returning the favor," she continued before reaching for her mug once more. "So, can you be ready by 4?"

"That's a bit early for a fashion show isn't it?" Jean asked resigned to her fate, and somewhat glad for it though she wasn't about to admit that to Emma just yet.

"I thought we'd have an early dinner first," Emma responded as she gazed around the room. "You'll be my date and I never do anything halfway. We'll make a night of it," she continued drawing her eyes back over to Jean.

Jean watched her for a long moment after she spoke, so long that she was sure Emma had to know that she was being studied, but the blonde woman's impassive expression didn't change or give anything away as she continued to eat her breakfast. She wasn't sure what to make of Emma's offer or the fact that now that it had made she found herself beginning to look forward to it. It had been ages since she had been out on the town, even before Scott had left it had been months since they had gone somewhere together on a 'date'. She had hoped that … well, what she had hoped didn't really matter since Scott was not there. The truth was she wanted to go out, and if Emma was the only person offering she'd take it.

"I can be ready by 4," Jean responded finally looking away somewhat embarrassed as Emma looked over at her and smiled.

"Gushingly glad you can make it," Emma replied picking up her toast once more as Jean looked around the dining room refusing to met her gaze as a small smile she wasn't completely able to suppress touched her lips.


Part 4

Later that afternoon

Jean was halfway down the staircase when Emma, who was already situated in the foyer, turned to face her. Snapping her cell phone closed with one hand the blonde allowed her eyes to drift up and watch Jean as the redhead made her way down the rest of the stairs.

Jean watched Emma's expression carefully as she continued her decent but was unable to decipher what the blonde was thinking. She ran a quick sweep of the blonde's mind but as usual it revealed nothing. She ran her hands down the fabric of her dress smoothing out invisible wrinkles as she neared the bottom of the stairs. She was surprised to realize that she was nervous about what Emma would think of her outfit.

"Well, don't you look lovely," Emma said as Jean took the last step extending her hand chivalrously for the redhead to grasp. "You clean up very well Jean. Very well indeed," the blonde continued smiling playfully as Jean sent her a mildly sour look at the back-handed compliment. "Green really is your colour," Emma went on finally releasing the redhead's hand and stepping back to take a better look at her.

Jean's hair was down, but she had put a fetching curl into it. She was wearing a form fitting green dress that stopped just above her knees and had a delightful little flare at the bottom. The dress had one thin strap that showed off the red-heads lovely pale shoulders, and an emerald pendant hung near her neck drawing attention to the swell of Jean's breasts which were tastefully hinted at by the cut of the dress.

"I took the liberty of retrieving your jacket for you," Emma continued reaching to the side to pick up the coat which she had hung near the front door. "Normally I'd suggest a quick cocktail before we go, but amazingly enough the car arrived on time so we'll have to take our libations in the back seat."

"It's a bit early to start getting me drunk isn't it?" Jean asked accepting the jacket Emma had so considerately retrieved for her. She was glad she'd managed to reply at all since Emma's verbal barrage once she had descended the stairs had taken her quite by surprise. She had thought that Emma was joking when she referred to their night out as a date, but as the blonde eyed her again and smiled she began to wonder.

"Nonsense," Emma responded. "I call it thinking ahead. After all with me as your company for the evening I'm sure you'll need all the help you can get," she continued smirking before extending her hand again.

Jean smiled despite herself and extended her hand allowing Emma to take it once more. She was beginning to see how the blonde telepath had managed to get so far in the business world. She could be quite charming when she wanted to be, and as Emma never did anything halfway, Jean was beginning to suspect that she would be bombarded with the Frost charm on full effect all night. She was actually kind of looking forward to the possibility, it was nice to be treated like a lady.

Ignoring the stares of the growing crowd that was forming in the foyer of the mansion, Jean allowed Emma to help her on with her jacket, smiling shyly as the blonde then reached to the open the door for her with one hand while keeping the other gently resting on the small of her back.

"Emma," she said softly as she began to the step through the door bringing her side by side with the blonde. "You look lovely," she said softly seeing some satisfaction shine in the blonde's blue eyes. Emma knew she looked good and had probably been waiting for her to comment though her good breeding wouldn't allow her to fish for compliments. "I would've said sooner," Jean continued smilingly teasingly. "But you took my breath away."

Emma raised an eyebrow at that and then motioned for her to continue through the door, her hand remaining on Jean's back. "Perhaps we won't need the libations after all," she murmured as they made their way down the mansions front steps towards the waiting white limousine.

"You really weren't joking about not doing anything halfway, were you?" Jean asked allowing her delight to show in her voice. She had mentioned in passing a month or so before that she had always wanted to go to Dorsia but that it was somewhat out of her class. Emma had commented that it was just the newest hot spot for the young, urban bourgeois to waste their money and that most likely wasn't worth the fuss that was being made over it. She'd frowned at the blonde then and commented on how critical she was of everything. But considering Emma's opinion of the place – if she hadn't just been trying to be contrary at the time, which Jean wasn't entirely convinced of – it meant quite a bit to her that Emma had remembered what she had said so long ago and brought her there despite her misgivings about the place. It was very sweet and the redhead meant to reward the thoughtfulness.

"It is your night," Emma responded lifting her hand gracefully to motion to a nearby waiter. She had been pursing the wine menu a second before and Jean figured she must have decided what they'd be drinking.

"Is it?" Jean asked not sure how she felt about the fact that Emma was obviously trying to make her anniversary what it should have been – a night to remember. It was uncharacteristically sweet, but also not something that the blonde should have been doing.

"Of course," Emma replied pausing momentarily to order when the waiter materialized soundlessly beside her. "You are my date. My upbringing demands that I ensure you have a good time."

Jean nodded though she was convinced that her earlier interpretation of the blonde's statement was closer to the actual truth of Emma's actions. However, she was glad that the blonde had responded to her inquiry in a way that would save them both embarrassment and awkwardness and chose not to comment on it further.

"You don't mind do you? That I took the liberty of …"

"Not at all," Jean interjected smiling, glad for the change of subject. "I'll be happy to benefit from your good breeding tonight. Please feel free to make recommendations," she continued trying not to laugh at the satisfied look that came to Emma's face. Jean knew that the blonde would have done just that anyway, and that it would make Emma happy to have free reign. The blonde was always happy when telling people what to do.

"You're humoring me," Emma declared sounding slightly irritated a moment later after studying Jean's expression.

"Yes, but it's also true," Jean responded glancing down at the menu. "Honestly, this is nicest restaurant I've ever been in or am likely to be in again. I really have no idea where to begin," she continued glancing back down at the menu and then over at Emma shrugging her shoulders.

Emma began to make a reply, but before she could the waiter returned with the bottle of wine and presented it to Emma before opening it and carefully pouring some in her glass. Emma picked up the glass by the stem, tilting the glass from side to side for a moment before bringing it to her lips and taking a small sip. Placing the glass back down she then nodded and he proceeded to fill up her glass and Jean's.

"Kumamato is usually very good. It's very light though and I wouldn't recommend it for your main course. We could order a plate to share though if you'd like to try it," Emma began once the waiter soundlessly left them. "We've never really dined together before except over scrambled eggs and meat loaf," she continued referring to two staples of the mansions food menu, "but I think you'd enjoy the poached lobster in the lemon miso broth," she finished drawing her eyes away from the menu and over to Jean.

"And what will my date be dining on?" Jean asked smiling, charmed by the very serious tone with which Emma had just delivered her decision for the redhead's dinner selection.

"Most likely the Sepia," Emma replied not missing the mildly amused look on Jean's face and fighting the urge to sigh and roll her eyes. She found the idea that the red-head had found what she had just said to cute or any variation of the emotion was mildly frustrating.

"If I don't like mine, can I have yours?" Jean asked not missing the slightly grumpy look that crossed Emma's features and finding that that charmed her even more. She wasn't sure when she began to regard the blonde's ill humor as cute, but she was certainly feeling that way at the moment.

"No," Emma pronounced gravely staring at her hard. "I'll order you your own though. I'm very serious about food and I don't share well," she continued watching as Jean bit her lip in an obvious attempt not to smile since her eyes were practically shining with mirth.

Emma sighed, she should have just come alone. She didn't know if she'd be able to survive an entire night of Jean looking at her like she was precious little bunny rabbit. Sometimes it simply didn't pay to do good deeds for others.

"It would be more romantic if we shared," Jean replied drawing Emma out of her thoughts, a teasing sort of lilt to her voice. Jean had noticed Emma's eyebrows furrow miserably and didn't want to ruin the evening by continuing to show Emma that though she didn't mean to be she was quite adorable. The blonde seemed far more comfortable when they were playfully flirting and she decided to move things once more into the blonde telepath's comfort zone.

"That's what desert is for, dear," Emma responded grateful for the shift in mood. "One plate between us, rose cream and raspberries, candlelight dancing around us. It's all perfectly suggestive."

"And this would be the delicate art of culinary seduction?" Jean inquired raising an eyebrow.

"Oh, there's nothing delicate about it, sweetie," Emma replied reaching for her glass of wine, "which is usually why it works so well."

Jean opened her mouth to respond questioning Emma's use of the word 'usually' before deciding to change tracks and also picking up her glass. She was having a good time with Emma and wasn't in a hurry to change the dynamics of the evening. If she'd asked the blonde what she meant by 'usually' she would have either gotten acknowledgement that it wasn't a real date which would put a damper on the teasing they had been indulging in all night, or she might have gotten some kind of suggestive comment that would have made the flirting seem a tad too much like foreplay for comfortability and led to awkwardness and once again a loss of the playful mood they had set. No, Jean would let the statement stand. She didn't really want to know what it was that they were doing with each other tonight.

"I dropped by one of your classes earlier on," Jean finally said turning their talk towards the more neutral topic of school. She'd wanted to ask the blonde how formal she should dress but as she had watched the woman engrossed with her students she had decided not to bother her. She had stayed and watched for a while as Emma commanded the class effortlessly. The blonde was a good teacher, and as she watched her she'd felt a pang of sadness as she thought about the students the blonde had lost in the past. It had to have taken a supreme amount of courage and fortitude to step into a classroom again and again after having three groups of students ripped away from her so ruthless. Yet she did it once more and poured her heart into it fully once again, though Jean knew there had to be some fear, some heartrending thought at the back of her mind wondering if it would happen all over again.

"Yes, I sensed you sulking about," Emma replied smirking slightly. "I thought you were going to come in."

"I was, I wanted to ask you something about tonight," Jean replied relaxing back into her chair. "But they were so engrossed I didn't want to interrupt. It's so rare to actually have their undivided attention I couldn't bare to disrupt it."

"Well, I have the advantage of teaching a book they're actually quite interested in," Emma replied relaxing herself as she took another sip of wine. "They're quite engrossed with reading about how another world treats mutants, even if it is just fiction," she continued. "They feel rather sorry for the poor deviations in the The Chrysalids though because most of them don't have any 'cool powers'," she continued, obviously paraphrasing from her students for the last couple words. "I mean," and here Emma paused for dramatic effect. "What the hell is the good of sixth toe? Maybe if she could shot lasers out of it or something it'd be okay. But an extra toe is just stupid."

Jean laughed bringing her hand up to cover her mouth as her amusement increased when she received Emma's mental playback of the entire conversation.

"At least they feel strongly about it," she finally managed to respond glancing back over at Emma who had a content expression on her face. "You'd be surprised how many of mine couldn't care less if they tried about finding out how much money Eric earn per week if he has $197 in his savings account before his weekly salary, and has $429 as his current balance."

"You don't say Prof. Grey," Emma drawled smiling. "I'm utterly shocked. When I was in school ones ability to find the variable was the highest indication of your position in the social hierarchy. Have things changed so much in a few short, notice the emphasis on the word short," Emma added before winking at her, "years?"

"Sad but true, Frosty," Jean responded nodding solemnly. "Sad but true."

Part 5

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