Okay, disclaimer time again. X-men are Marvel's. Li'l Bit is mine. If I'm e-mailing a Girl Talk story, I'm not making money. Ask before archiving.

"Tell me again, what are we all doing here?" Sam asked Warren and Gambit. It was a cold early December day, and he could have been out Christmas shopping for his family or doing something else. He just didn't feel at all comfortable voicing his opinion to his teammates yet.

"I'm looking to buy this place and Remy and you are here to give me a second opinion." Warren explained as he looked around. They had gotten to the club before it opened so he could examine it from every angle. Truthfully, Sam was really there as a good-will gesture. Sam hadn't acted like himself since he joined the X-men and, in an increasingly rare act of kindness, Besty had suggested that Warren invite Sam to make him feel more comfortable with his new teammates.

Warren's eyes settled on a curvaceous, petite blonde in a red dress talking to the band. She had a smile that could charm wild creatures, and a body that was a piece of art. An air of innocent mixed with a wild streak. This was the kind of woman that would make a man forget he had somebody.

She looked over at the three men and smiled a charming smile. Walking over, she took Sam's hand and pulled him onto the dance floor where the band played a tango at her request. After a very passionate dance, she walked over with him to the men.

"I'm taking him with me for the night," she told Warren as Sam got his coat. "But he says he needs your okay to go." Stunned, Warren nodded and the two started to leave. Gambit stopped Sam and pressed a couple of foil packages in his hand.

Gambit watched as they walked out. "Looks like our petit boy's going to be a man tonigh'. Needs it after he and Tabitha broke up."

"She picked him?" Warren couldn't believe it. But knowing Sam's music taste, he knew that Sam was there because he was trying to be polite to Warren, and would welcome just about any excuse to get out of it. But to leave them to go with a women he had just met seemed out of character.

"Must be blind," Gambit said, thinking about the girl. "Or stupid." How else could he explain that she had picked Sam instead of him?

Outside the club, the blonde turned to the Sam and laughed. "Ah shocked them! Didja see the look on that pretty boy's face?" She was limping slightly from where he had stepped on her feet before she had taken the lead.

Sam frowned as he looked at the condoms and then stuffed them in his back pocket. As usual, Li'l Bit had made things ... more interesting for him. It just was her style, part of what some people called her bubbly personality. He knew that part of it was her effort to get him to lighten up, stop taking himself so seriously. Heck, she had been trying to get him to relax for as long as she had known him. Considering that the first time they had met, they were sharing a play- pen, that was a long time.

It would do no good to point out that those people that she had taken such great joy in shocking were the ones that he would have to meet up with in the morning. She would only ask what were they to him that he cared more about what they thought then having a good time. What the heck, Sam decided, if the X-men were inclined to think that he had slept with a very beautiful blonde, let them think that. Li'l Bit was having an effect on him. Not like he stood a chance with her anyway. She always liked men that were solid, dependable, and honest, but _not_ her best guy friend.

It had been ages since they had had a chance to talk, but their's was a friendship that could be put down and picked up easily. The last time he saw her was two years ago at their church's Thanksgiving party. They had talked for hours about anything and everything. She told him about her studies at her conservatory, he talked about the people he worked with. Right after Thanksgiving this year, she called him up and invited him to spend some time with her.

Reaching up, she gave him a big hug. "Ah have to apologize for being in the city so long and not ringing you up, Sam. At first, I thought that you were still ... elsewhere, and then I didn't want ya to see where I was. You would have worried, and we would have gotten into a fight. I'm still paying my dues, but Ah'm getting closer ta my big break." Sam noted that Bit was starting to lose her accent. "Anyway, I didn't think that you still liked country music, what with you and that ex-girlfriend of yours."

"Ah love it! Lila was just a phase. Ah just can't believe ya were so serious about ya singing. And for ya, Ah would listen to anything. Gosh, wasn't that long that Ah was singing in youth choir with Joelle and you." Li'l Bit started to hail a taxi. "Well, maybe not singing, but ...." He smiled at the memories of mouthing the words.

"I heard a good one-liner the other night on Letterman," Li'l Bit said, looking for a cab. "‘The only mutant power I would want is the one to produce a taxi whenever I wanted one."

Sam thought about that. None of the telepaths he knew had problems like getting a taxi. "That would be a good one."

"Didn't those guys think that you could pick up a girl like me?" Li'l Bit had always been the head cheerleader for Sam's love life. She shook her head. "Or was it the fact that I looked like this," meaning the dress and make-up. Back in Kentucky, she always wore blue jeans and a t-shirt.

"I can still pick ya up, no matter what ya wearing." Sam grinned.

"Ya?" She looked at him, almost daring him to try it.

"Ya."

"Prove it!" she demanded.

Sam put on his most charming "Gambit" smile and walked calmly behind her. Carefully moving her hair to one side, he bent down to whisper in her ear. "Like this," he said in his smoothest voice. He saw her start to grin as he wrapped his arms around her waist.

Continuing, he whispered, "Or like this!" He hoisted her up over his shoulder and spun around.

"My dress!" she exclaimed. "Sam! Ya just exposed my bloomers to time square!" Despite of that fact, she was giggling.

The New York crowd continued to pass by, barely sparing the two a glance. "Me Sam- You Li'l Bit. Wanta swing on vines?"

"The only guys I swing with are smart enough to use conjunctions." Sam turned her around faster. "Sam- I have to be at work in an hour."

"With this traffic, won't ya make better time walking?" He shifted her to make it a little easier to be carried like that. Li'l Bit was so light that he could carry her all night and not get tired.

Li'l Bit sighed. "Ah can see ya in one of those moods," she said in a warning tone of voice. Speaking louder, she announced, "No sir, I seriously doubt that it can be done orally from this angle. At least not from my end."

With that remark, many of the people on the sidewalk turned and stared. Red-faced, Sam put her down. "Okay, Ah get the picture. Sorry." Li'l Bit had a way with words.

She suddenly whistled loud enough to put Banshee to shame. A taxi stopped close to where they were standing. They started to walk towards it. "Remember Mike and Tara?" she asked casually. Those were the other just-friends couple in the youth group. "They are married now!"

"That's great. Remember how we doubled for the junior high and senior high proms?" It had been a tradition that they would all go as just friends. The last year that they had planned that, Tara broke her leg, so they would have gone solo, but Sam's father died and they hadn't gone. Why had he brought it up? Maybe because he was trying to touch base with her again.

She held up a hand to stop him. "Get in the front, okay Sam- Sam?" Only she and Paige could get away with calling him that. Quickly she climbed in the back seat and started to take clothes out of her bag. "Howdy, Charlie," She said to the cab driver.

"Darlin' if I had a quarter for every time you stripped in my car I'd- " The cab driver grumbled. Sam started to cough at the smell of the cabby's cigar. He must have bought it at the same place Logan bought his cigars.

Li'l Bit chimed in. "Have two bucks." Seeing Sam's eyes widen, she grinned. "Charlie's the cab driver I use most often. He and his brother run a cab company and I call them all the time. He's also the person in New York to know to know who's who in music. Try saying that five times fast! He set Madonna up with her first gigs, and a few other people." With a small giggle, she added "It's not like I strip in every cab in New York. Excuse me." She bent over and in a second sat up wearing a black shirt.

Charlie added, "I was a singer for a while, but my family had to come first. Kept in touch with the people to know, and did them some favors."

"What did ya sing?" Sam asked politely. The man launched into "Sparkle in Your Eyes", the song that had been played at his parents' wedding. Sam had always loved that song, and was shocked to discover that the man sitting next to him was the voice he used to hear late at night coming from his parents' room.

Charlie continued, "Oh, Beth, talked to my contact yesterday, he sold your songs to your idol."

"Not to--!" Sam watched her face light up. "He's not-- not--"

"Yep. On his next album." Charlie barely held back his grin at her squeal. "You're on your way. Don't mess up, now." Turning towards Sam, he added, "And no, this isn't a show for her boyfriend."

"Ah'm not her boyfriend, Ah'm her friend from Kentucky."

"Pity." Charlie said as they were stopped at a light. "You're the first guy she let met her cabby."

"Charlie thinks its' duty to look out for me, since I'm so naive." Li'l Bit blushed slightly at that.

"The first time I met her, she, dressed in her Sunday best, wanted me to drive her to a burlesque club that wanted a singer, and she had an interview with an escort service. Somebody needed to take her under their wing, so I did." Charlie looked at her with fatherly pride. "Hasn't disappointed me yet. I got her first breaks and she's made the rest for herself. Here ya go," he said as they pulled up to the club. Sam started to pay him, but Li'l Bit stopped him.

"My night, my treat." She leaned over and made arrangements to be picked up later, paying him for both trips.

"So how didja get into the club?" Sam wondered. He had been worried about that detail of their plan.

"I worked with Barbara, the pianist, a couple of times and she waved me in," she explained, as they walked into the club. " Oh, tell ya friend that the club's location is good, but the band needs a new lead singer and better sound system. I wouldn't change the format itself, though."

Sam looked in wonder at the sign on the wall. "Gone Country! Ah can't get in here. This is one of the best country dance clubs in the city. This is where ya work?"

Li'l Bit nodded proudly. "Took awhile, started out waiting tables in a dive in Jersey, and singing once in a while. The owner here saw me and took an interest in me. She offered me a job at one of her smaller clubs and moved me up when I was ready. Right now, Ah've got steady a job in the band and get a set of my own each night. Ah'm so proud of myself! I can actually pay my bills by singing." She indicated that he should take a seat by the bar while she ran backstage.

After sitting at the bar for half an hour, he was getting restless. Finally, a woman walked out. "Beth wanted you to know that warming up is taking a little longer than expected."

Sam nodded. "Li'l Bit- Elizabeth kindof gets caught up in her work, doesn't she?"

The woman nodded. "I've never seen a singer work harder and I've seen a bunch of them. She'll make it when she's ready. The whole band is running later than usual, which is pushing things more than I'd like them." At Sam's puzzled glance the woman explained, "I'm Rachel Thoene, the manager of the club."

"The one that helped her out?"

"That's my twin and talent scout, Rebekah. We have a system for singers. First the little clubs that we know of, then to one we run, and then this place, and next the dance club in Nashville, and then Dad signs them to his record label, the Golden Spur. We've grown them, we own them." The Golden Spur was the biggest country record company in the business, Sam remembered reading about it in his country music magazine. "We don't want to push our singers before they are ready." Rachel smiled. "Beth is very close to being moved up. She just needs to learn to be looser on that stage. With her looks and talent, I could have sent her a long time ago, but she needed to know that she made it on her own."

Sam grinned. "The company Ah work for is run like that. It's to make sure that you are ready for the big spot when it comes up." Personally he had his doubts about his promotion to the X-men and that showed in his voice. He didn't feel all that ready, despite being the first one of the New Mutants to move up to the X-men. And the system was screwed up anyways. If the X-men were an earned position then many of the current members wouldn't be there. He got the feeling Paige would learn that fact the hard way.

"I like the stage name Li'l Bit, where did she get it?" Rachel asked to break the silence.

Sam blushed. "She was the shortest in our class, and Ah loved ‘Oliver Twist' growing up." It was payback for the nickname Sam-Sam, which he earned at the age of three when he thought he was Bam-Bam from the Flintstones and hit her over the head. She still had the scar.

Rachel nodded reflectively. "Does she hate Li'l Bit? It's different and catchy. Better than Elizabeth Ellen and there is a Elizabeth Walton out there."

"Ah can call her that, and so can others back home. Ask her." He noticed that people started to fill in. Quickly Rachel got off the stool and started greeting people. Here and there, he saw some faces from television and the movies.

A few minute later, the house band came out on the stage and started singing. Sam scanned the faces and saw his friend was the youngest on stage. An alto-tenor, she had an incredible range and depth with her voice. She just made him want to sit and listen to her sing all night. The others were very talented, and there was a feeling of unity on the stage that he rarely saw.

The music was very toe tapping, but he felt at a disadvantage. Sam was by nature somewhat shy, and walking up to one of the girls and asking her to dance scared him. Quickly, he moved to the line dancing group, but that wouldn't work when it came to a slow song. Finally, Li'l Bit saw what was happening and took the mike.

"Hey ya'll, Ah've brought a friend from back home with me tonight. Wave ya hand Sam." Sam did as he was ordered. "Anyway, he just broke up with his girlfriend and he's kindof shy. Could one of ya gals go dance with him? And yes, Ah can promise country men are the best around. They open doors, are polite and well mannered, and always say please and thank you." The look on her face gave the statement an interesting connotation. "They knows how to treat a lady and are the best kissers," she said with a impish grin on her face.

The drummer asked in a spur of the moment way, "He your man?"

"No more than you are, sugar." Li'l Bit shot back.

"What would it take?" The male lead singer asked.

"First, hon, lose that ring. I ain't dating a married man. And as for the rest..." She jumped into the first verse of "Any Man of Mine". The rest of the band had to catch up to her. The old Li'l Bit had been too timid to do anything like that.

"In other words," the drummer said, "any man of yours would be whipped?"

Li'l Bit shot back, "Only if he wanted to be." Sam giggled at that response. Did she know what she said?

Rachel had been standing by Sam. "Finally!" he heard her exclaim as he was dragged onto the dance floor. After Li'l Bit's announcement, he did not lack for a dance partner or offers to find out if he was the best kisser. Finally the band took a break and she made her way over to him. Sam gratefully let go of the woman he was dancing with and went to join her backstage.

"What didja mean, please dance with me?" His friend motioned for him to turn around, which he did.

"Sam, Ah know you. You wouldn't have been happy sitting in a corner, yet you wouldn't ask anybody to dance. So I did. Okay turn around." This time she was wearing a green dress that looked great on her. "Ya like?" she asked as she did a turn for him.

"Very much." She had grown out of the overalls and ponytails he remembered. He was hard pressed to find a girl that he thought was prettier than his friend was now. Even the X-women couldn't match her in the looks department. "Ya ever do some modeling?"

She nodded. "Catalogs and some print ads. Paid the bills."

"I liked that song about the car." The song brought back some old memories for Sam.

"Remind you of the time you taught me to drive?" Her voice was filled with a smile as she recalled becoming the speed demon of Cumberland Gap, with Sam at her side urging her to go faster. Her career had ended when the cops caught her racing. Actually, they caught her after a race, when she tore the bottom out of the truck.

"Well, yeah. Man, we were some foolish twelve-year-olds. Ma got ahold of me and Ah couldn't sit down for a week." Sam remembered that all too well.

"But at least I earned enough money racing to put the bottom back in!" Li'l Bit's parents had been easier on her, they spoiled their only child.

Sam laughed. "And didja see the look on ol' Butterball when he had to tear up the tickets 'cause if he didn't he would have had to write his own son one for speeding- and losing!"

"Almost as funny as that time when we were fifteen and had that camp-out with Four H. You got dressed way early so -" Li'l Bit started to giggle. "So we could talk."

Sam blushed bright red. He remembered the incident all too well. "Yeah and what Ah didn't know was-"

"There was a daddy longlegs in your jeans. I thought you were having a fit, shouting 'It's creeping up! Ah can feel it creeping up!' until ya told me there was a spider in ya pants. And what with Buster gitting bit and nearly dying and all, ya were afraid. And not thinking clearly. "

If it was possible, Sam blushed deeper. "Then you told me to take ‘em off. And Ah-" he started laughing, "sat down and you tried to take my pants off for me."

"It was dark, and Ah had to kneel down to find ya buckle, and you were still a hootin' and hollerin' ' It's creeping up! Ah can feel it getting higher. Ah can't get it down! Hurry up! Get ‘em off!'"

"And Paige found us. What did she say? She has never told me."

Li'l Bit blushed, "Ah told her not ta. She said, 'If it's justa creeping up, Ah feel sorry for ya!'" Sam's ears burned at that remark.

"How old was she at the time?"

" Old enough to think ya know it all, and too young to know you're wrong."

"Heck, at twenty-one, Ah don't know as much about love as Ah thought Ah did at sixteen," Sam said.

"I know what ya mean. I've been nearly around the block a few times, had my heart broken a couple of times, broke a few myself, and the only thing I know is that I don't know anything."

"Things were a lot more simple in the country than where ' Corn Don't Grow'." It was the name of Sam's favorite country song, and the song had a lot of truth to it.

Li'l Bit started to giggle again but quickly sobered up as she saw it was time to get back on stage. "Oh, Sam?" Elizabeth clearly didn't like what she had to say. "Keep on your toes during the next set. Ah don't control what the band sings."

Half way though the set, he was puzzled to see her and another singer walk off the stage. The waitress who was bringing him a drink explained. "The next two songs are pro-humanity, and they don't agree with the message. The boss-lady told them that they could leave when the songs were sung. He has a brother that died of legacy, and she has a dear friend that's a mutant. That's some girlfriend you got."

"Best friend," Sam explained again. Why did nearly everyone think that just because a male and female were friends, they had to be interested in each other sexually? Li'l Bit sure didn't.

"Oh! I thought, from the way you were watching her, and how much she talked about you.... pity," The waitress frowned. "My first husband was a friend. My second was just sex."

"Sounds like going from one extreme to the other," Sam said, uncomfortable with the topic.

"Which is why I like three-way relationships so much." Sam stared at the woman before him. That was not something he needed to know. "Sex is good, great sex wonderful, but it does not help solve all the problems. You need friendship as a basic in any relationship."

The first song started playing and the audience got kind of rowdy. The message, that humans had a responsibly to keep the earth pure, was troubling. Li'l Bit had to be very torn between her career and what she knew was right. He was never as proud of her as when the two band members walked on stage and started singing "Not That Different."

Rachel, having made her way over to check on him, smiled at the end of the song. "Half of the band is still upset from Onslaught. I lost a club and my apartment. Insurance won't pay, so I can't blame them. I do like the balance though." She walked off again to greet Susan Lucci, a well-known soap actress.

Then it hit him- Li'l Bit knew he was a mutant. It wasn't easy to keep a secret in a small town, but the fact he was a mutant was largely kept in the family. His mother had to have told her or else she would never have believed it. And it didn't make a lick of difference to her.

The next set was Li'l Bit's. It would have been an understatement to say that the spotlight loved her. It hugged her, caressed her as she responded to its touch. Sam had heard her sing privately, but never as passionately as she did standing in front of people. She had an ability to be transformed by the music and in turn to transform her audience. Elizabeth was truly born to sing.

She commanded that stage in an elegant black dress and belted out some of the sassiest country tunes that he heard. He felt himself being caught up in the music, and suddenly saw her as a strong, sassy, independent woman. Then the music shifted and he saw her as a woman deeply in love who could sing out some tender love songs.

Rachel walked over again, bringing two teenage actresses with her. "See what I mean, she has the talent to be up there with the big boys. She just had to realize it, stop feeling sorry for herself, and claim her talent." She paused, "I've decided to send her to Nashville in January." Sam was saddened by the news. He had hoped for some time to spend with his friend. He barely heard Rachel add, "And Sam, these two wanted to met a country gentleman."

"Howdy," he nodded and pulled out two chairs for them to sit down. The girls giggled as he pushed them up to the table.

The girl that played Susan Lucci's oldest daughter told Rachel, "She should have gone sooner. She's got the whole package."

Suddenly, Sam realized why his friend had invited him to join her. His mother knew of the trouble he was having fitting in and told her. Li'l Bit didn't want to say it to his face, so she showed him what her talent could do when she used it. Glossing over her troubles, she gifted him with the knowledge that if she could do it, he could too. It just took knowing the path you wanted to tread, working hard, a great deal of luck, and a little bit of talent to get to where you wanted to be. And for once, he had to agree.

Rachel elbowed him, "This is why I know she can make it." The music was 'House of the Rising Sun', and suddenly he saw a broken, mistreated, and dammed woman before him, one that he would want to help. She had mastered everything she could from this club. It was time for her to move on to a new challenge. And he had learned everything he could from Cable.

The club finally closed around four am, after the band celebrated with Beth for an half hour. Then Sam took her up on her offer to sleep on her couch. Charlie was waiting on her, standing in front of the cab. "Heard ya made it, next stop Nashville."

She beamed. "Yep! Then touring and maybe someday...." Her voice drifted off as she started to dream. Where they had come from dreams of an outside life were discouraged, the community needed its people to stay. Instead clear, rational thought was encouraged, and a fact was that they were born into that life and they would die in that life. When she left for the music school, she only wanted to know how good she was, not how far she could go. This might have been the first time Li'l Bit actually dreamed of what she could become.

Sam watched as she climbed out of the cab in front of her apartment. Somehow tonight gave him the strength to feel at home with his friends- his team. A strange thought hit him, 'What next for me?' He had met his goal of becoming an X-man, what would he do next? What would be his next dream?

As they walked into the building, Sam admitted, "This wasn't what I thought I would be saying- but Ah'm proud of ya. You are doing good. 'Just don't lose that light in your eyes.'" He quoted one of the songs she had sung that night.

"Ah bet ya were going to say something like-" she started to sing, "Ya not in Kentucky anymore/City lights can lead you on/ But come morning and they'll be gone/ Can't be too careful that's for sure./ So write my number on th' wall/ Call me anytime at all." It wasn't the way the song went but it was the way that Sam sung it.

"Something like that." His best friend had faced down the Big Apple and won! What would he do like that?

He was still thinking along those same lines when Li'l Bit made his bed on the couch, but his train of thought was derailed as he saw the strangest look cross Li'l Bit's face. "What?" She was still a little high off performing and had had a little to drink. It wasn't the best combination.

Li'l Bit sat down on the couch next to him as she started to speak. "Sam, your friendship means the world to me. But... Ah just hate that ya'll be my big question mark. One 'what-if' I'll regret. Could my best friend be my boyfriend? Ah've wondered about it for a long time, but your daddy's death... then you had to go to that school, and you joined up with X-Force, and I'll be leaving at the end of the month. I'm no dummy, being an X-man means you can't make a commitment to see me, even if you wanted to." It was the first time that she ever let him know that she might have wanted more from their relationship than friendship.

"We can try. We have tonight." He kissed her, and she responded in a surprisingly passionate way. He broke away, stunned by his feelings. She kissed him, deeper and harder. That kiss led to another, then another and soon they were tangled up in each other. Instinct took over where experience left off.

It felt very right to Sam to have her in his arms for that night, and he did have protection. His hands reached under her clothes and started exploring soft skin he hadn't seen since they were children skinny- dipping in the creek back home. This was what their friendship was building up to.

But while his body was telling him that, his mind was warning him he also had too much respect for Elizabeth for that. If they ever got involved, it would be a longterm thing, not for a few hours. She was a forever kind of gal. Regretfully, he broke off the kiss and sat up. "But Ah can always use a best friend." A friend that could understand that what just happened was a combination of many things; alcohol, excitement, regret and pent-up attraction. "One that would stay my best friend no matter what."

He watched her as she straightened her blouse. She wasn't as hurt as he thought she would be. Instead she looked a little relieved, as if she was glad that she wasn't the one that had to stop them before they went too far. Nodding, she said. "Best friends, for now." They shook on it.

"Best friends who sleep with a locked door between them for the next three hours until you meet up with your friends," she added. He laughed at that one. No matter what happened between them, they would have their friendship.

Sam wished that he could say that he had managed to see her in Nashville, but one thing or another kept him away. Once he got _so_ close to seeing her, he was in the club but he was called away before she hit the stage. Infrequent phone calls let them know that the other was doing well, working hard, and enjoying life.

Then one afternoon, as he sat down to watch country videos, he happened to hear a familiar warm alto voice singing "Best friends/ no matter what/ no matter when/ we'll always be friends." He couldn't believe his eyes as Li'l Bit was on the screen singing and acting her heart out. It was clear that she was where she belonged. And sitting in the mansion, surrounded by his teammates, he knew that he was where he belonged.

That year, 'Best Friends' won best song of the year and its composer, Li'l Bit Walton won best new artist and best songwriter. Sam was sitting beside her that night, one arm in a sling and the other around her. It was one of the happiest nights of their lives. They were best friends after all.