This is a work of complete fiction. It just popped into my brain and I wrote it down. No one under legal age may read this, if you know what's good for you. No one over legal age should read this for the same reason. Please feel free to repost this in any non-pay site but it would be nice if you could let me know where. All characters used in this story are a parody of any real or fictional person. Comments are always welcome and appreciated.

Special guest stars: The Runaways.

Story Codes: Multiple Pairings, MC, Noncon

Astonishing X-Men: This Is Not The Whedonverse Part 1
by Muhabba

All her pain and rage boiled over into a whisper, "No more mutants." The sad, lonely echo rippled across the planet. People shouted, fled, hid, folded as the skin of reality flipped. What wasn't became was, but not. The same but different. Familiar but strange. Known but not known. Aware but ignorant. Home but lost. Alone and surrounded. Lights blinding. Ripped away and made whole.

The cold, safe known was folded away and lost. The unending indifference had finished. What wasn't now was. Alone, surrounded, panicking, shouting silently. Surrounded by the same but distinct. All not one but the same but... individual. Lost among the many ones.

All was gone but here and lost. The many were the same but it... It was distinct. Alone. All were alien to It. All similar to each other but individual and alien to It. It was alone. It was alone and they were together. All of them similar to each other but alien to It. They were together and It was alone. All were alien to It but... another. Another was alien to them but dissimilar to It. Alien and alone among them. Dissimilar to them but also alone among all of them. A similarity it could understand. It was there that It could find the same, be the same, be together, be.

At the Xavier Institute for Higher Learning in Westchester County, New York the alien dragon Lockheed closed his eyes and something else opened them.

Voices. Voices, shouting. Shouting, yelling and pleading.

"What happened?"

"What's going on?"

"Where were we?"

"What's everyone talking about?"

"I can't see!"

"I can't hear!"

"Where's Peter?"


"My powers... Why can't I fly?"

"What's going on?"

Suddenly a voice called out and silenced the discord, "All right everyone! That's enough." Scott Summers, mutant leader of the X-Men stood apparently serenely among the cacophony. "All senior staff listen up. We need to handle what's going on now before we can handle what's happened. Kitty?"

"Y... yeah, Scott?" the young woman standing next to Lockheed said.

Lockheed raised his head. "Kitty," he thought. "I... she... she is for me. I am for her," It was an instinctive response. It that was now Lockheed knew something of It's new, alien world. "Kitty and I are for each other."

Scott tried to give Kitty a reassuring squeeze on her shoulders. "I need you to check the students, Kitty. I need visual and powers checks."

"She said, 'No more mutants', Scott. 'No more mutants...'."

Scott was glad that his red visor hid the concern in his eyes. "I know. And I need you to do a head count of the students. Get them back to their dorm rooms. Call the med bots for the kids with physical powers. We need you to see to the kids, Kitty."

The young woman took a deep breath to compose herself and nodded her head. "Yeah... yeah. Of course, Scott. Lost my head for a sec. Sorry."

"Happens to all of us," Scott reassured her. "Let's get to work."

Lockheed could feel Kitty's fear on their instinctive level and it opened a doorway into Lockheed's memory. Lockheed was an alien-being on Earth. Lockheed came to Earth after meeting and bonding with Kitty in space. Kitty was a human from Earth but was not like most humans. She was a mutant, a human born with a power that separated her from the rest of humanity. She lived here in a school to teach other mutants to use their power and keep them safe from humans that hated them. Lockheed and Kitty were bound by an instinctive rapport and It could feel Kitty's mind, just out of reach. Lockheed knew that Kitty was scared and found comfort talking to the other human, mutant, Scott. Scott was... was... her leader?

Kitty nodded up at Scott and turned to leave. "Come on, dragon. We got work to do." Kitty ran across the room and her mutant power allowed her to pass harmlessly through the wall.

Lockheed rifled through his new mind. He was not a "real" dragon, he just resembled one from human stories. He was about 2 feet long with a foot long tail and he was... purple? And he usually followed Kitty by... flying. So he spread his purple, bat-like wings and flew after Kitty.

After learning/remembering how to open and close doors, Lockheed caught up to Kitty. She was in the foyer of the school and talking to a group of smaller mutants... children. As he hovered behind her shoulder the group of children began to disperse except for two.

Kitty looked at the last two of her students; Hisako Ichiki was a small Asian girl who could generate a shield like armor around her, the Caucasian male was called Wing with the mutant ability to fly. "Ok. Thanks for volunteering to help, you two."

"Not a problem, Miss. Pryde," Wing said, trying not to stare at his teachers' small chest. He loved how well Miss. Pryde could wear her uniform. The tight, black leather with the yellow V going from her groin to her shoulders never stopped exciting him. "We're here to help."

Hisako sighed loudly, upset that her friend had volunteered her. She would have volunteered anyway of course but Wing did it for her just because he had a crush on Miss. Pryde. "Yeah, sure. No problem," she said as she stared daggers at Wing.

"Ok, good," Kitty said as she ignored Wing staring at her chest. "Hisako, I need you to start gathering the students up to their dorm rooms. If anyone's injured call Professor McCoy. Got it?"

Hisako nodded her head sternly.

"And Wing," the young boy quickly snapped his head up from Kitty's chest as she talked to him. "I need you to fly out over the grounds, in a spiral, go farther and farther out slowly. Get the fliers on the ground and back to their rooms. And if you find any injured call me. And stay low. Understand?"

Wing nodded and actually saluted causing Hisako to roll her eyes at him. A blush covered his face at his enthusiasm. "Y... yes ma'am."

Kitty tried not to smile. "Good. I'm going to check the lower levels," She said as she took off down the hall, her mutant power allowing her to walk on air. And Lockheed followed.

Wing licked his lips as he stared at Miss. Pryde's tight, muscular ass. Suddenly he felt a sharp jab in his side. "Ow! What was that for?"

Hisako glared at her friend. "That's for staring at Miss. Pryde's butt. She's a teacher."

"I can't help it if she looks good in her uniform," Wing said as he rubbed his tender ribs.

"I don't care." Hisako placed her hands on her hips to scold the hormonal boy. "She gave us a job to do and you're wasting time looking at her butt. There's no hope for you."

Wing looked down at his feet sheepishly. "Hey, she's hot wearing that leather. You'll have boys looking at your butt like that when we make the team." And suddenly he flew off to look for students.

Hisako stood stunned at her friend's half-hearted complement. "Has he been looking at my butt like that?" she wondered to herself. Shaking away her confused thoughts she ran off down the hall opposite Miss. Pryde.

Kitty's first stop before checking the lower levels was to check on the X-Men's special guests, a small group of young people that called themselves "The Runaways". The Runaways were the children of a group of villains of the West Coast called "The Pride" and when they had found out what their parents were doing the children ran away from their homes. The Runaways finally defeated The Pride but it left them deeply distrustful of authority figures. They recently pick-up two more runaways; the shape-shifting alien Skrull named Xavin and the time displaced young mutant girl Klara. Klara, along with one of the original group Molly, was a mutant. Klara could control and manipulate plants and Molly's strength could increase to the point, actually nobody really knew, she just got stronger and stronger. But every few months the group would stop by the school so the girls could be around and meet other mutants their own age.

The Avengers had already tried to get the group placed into foster care, especially considering how young Molly and Klara were, but the Runaways always managed to run away. The X-Men had worked out a bargain with the group, if the Runaways would stop in to let the X-Men do some tests with Klara and Molly to chart their progress then the X-Men wouldn't try to split them up. So far the arrangement had worked but with everything going on Kitty needed to check on them.

Kitty nearly walked right through their door before remembering how touchy the Runaways were with their privacy. She knocked loudly on their door and called out, "Guys? Guys? Nico, Chase? You guys in there? It's Kitty."

The door opened an inch and Kitty could see an eye through the crack. "What'ssss the passssword?" the voice hissed.

"Knock it off, Chase!" a voice behind the door shouted.

Kitty heard a loud thud and a cry of pain before the door opened wide and she saw the Asian Goth leader of the Runaways, Nico. Kitty tried to look past Nico and into the room. "Is everything ok in there?"

Nico was wearing black combat boots over her purple striped thigh high socks. A ripped and torn lace dress covered her legs from her waist down. Her top was a black corset with silks sleeves and neck. "We're fine. Chase is just being an ass."

Chase looked like the stereotypical California slacker with blond, shaggy hair with loose fitting jeans and shirt. He was holding the side of his head as he stumbled around behind Nico. "Ow! In the head. You hit me in the side of the head with your Thing finger, Xavin." Chase tended to be the groups mechanic and pulled a wrench from out of his pocket and pointed it into the room.

"There is obviously some sort of emergency," Kitty could hear Xavin speaking from somewhere in the room. "The X-Men are our hosts and may need our help. As their guests we should be more accommodating rather than faking passwords and hissing behind doors." Xavin's shape-shifting powers mimicked the powers of the Fantastic Four, giving the alien any number of powers including a super strong rock like form, invisibility and force fields, control over fire, and the ability to stretch his body to incredible lengths.

Kitty could hear Xavin's fiance, Karolina, from inside the room. "Xavin's right, Chase. Cut it out." Karolina was another alien but was raised as a human and along with powers over light, flight and energy blasts she was the promised wife-to-be of Xavin. And while Xavin was born male he usually adopted a female form since gender mattered very little to a shape-shifter and Karolina was a lesbian.

"Knock it off, guys," Nico hissed behind her. "Sorry, Kitty. Come in."

Kitty entered the Runaways large dorm room. The group preferred one large living area when they visited, most likely to keep from getting separated or to make a quicker escape it needed. "Trust issues," Kitty thought. Across the room Kitty could see the Hispanic looking next-gen Ultron android Victor playing with Molly and Klara. Molly clearly had her powers still as evidenced by her colored aura that appeared whenever she used her strength. Also she was holding a small cot over her head and making "vroom vroom" sounds while Klara and Victor sat atop it with their hands out. "We're having some issues outside right now," Kitty whispered to Nico. "Can I talk to you in the hall?"

Nico gestured for Victor to stay with the girls as the rest stepped out into the hall. Xavin wore the purple and black uniform of a Skrull warrior and the female form of a African-American girl with blond hair. Xavin's wavy blond hair matched Karolina's straight, blond hair which offset her blue eyes.

Out in the hall Kitty addressed the group. Even Chase looked serious. "O.k., here's what we know. It seems that mutants everywhere are losing or have lost their powers."

"An attack!" Xavin blurted out, ever the warrior.

"We don't know that yet," Kitty reassured them. "Also, we don't know if it was a singular event or if it's ongoing. How are the girls?"

"Easy enough. You already say Molly using her powers," Chase said before poking his head in the door and shouting, "Hey, Klara..."

"Hush," Nico interrupted. "Klara? Miss. Pryde wants to see your new rose from the garden. You want to bring it here, please?"

They heard the bed thump down and then the sounds of tiny feet scampering across the floor. A moment later the dark haired girl appeared holding a small, potted rose. "Here ya are, Miss. Pryde. Mrs. Storm said I can keep it. That's o.k., right?" Klara looked worriedly up at Kitty.

"Of course it is, sweetie. I was just wondering how it was doing since you and Mrs. Storm repotted it. Can you make it bloom for me?"

Klara squinted her eyes a bit in concentration and a moment later the flower bloomed beautifully. "See? Me and Mrs. Storm did it together."

"Very good, Klara," Nico said as she patted the top of Klara's head. "Now why don't you and Molly get washed up. I think we'll be eating dinner in our room tonight."

Klara looked up at the group suspiciously before heading back into the dorm room.

Kitty looked relieved at Nico and Chase. "Now you guys can go if you like, but we'd like it if you stayed. Just until we find out if the effects are permanent or not and if it's ongoing." Kitty tried to let all her worry and fear shine through her eyes. The Runaways were free to got but she really hoped they would decide to stay. Especially since Molly and Klara could still be affected.

Victor joined the group and Nico explained their situation. "So," Nico started. "Stay or go?"

Xavin started, "If this is an attack then the girls could still be in danger. Send them away and we will face our aggressors. The mechanic can watch over them while we battle."

Chase stared angrily at Xavin. "Hey, she-he. I been in plenty of scrapes before you showed up."

"None the less..." Xavin began to interject before being interrupted by Nico.

"Cool down, guys," Nico started.

"Hey!" Karolina interrupted.

"Sorry, Xavin. 'And girl'. We stay together, guys." Nico held two fingers up to the group. "So, stay or go?"

Victor looked at Chase. "The Leapfrog ready to go?" he asked, knowing Chase was very protective of the Runaway's main form of transportation.

"Turnkey operation, man." Chase patted his wrench. "Turn the key and we are on our way."

Victor turned to Nico. "If we need to leave quick, we can. But, if there's an attack the X-Men are pretty much the guys to stand behind."

Chase, Xavin and Karolina looked at each other for a moment before Chase spoke up. "I agree with Robby the Robot. I'll move the Leapfrog closer and we can leave whenever the action starts."

Xavin looked at Karolina. "Beloved?"

Karolina took one of Xavin's hands and then one of Nico's. "I say stay. For now. Something might still happen to the girls and if it does I think we should be here."

Nico nodded her head. "Alright then. We stay here for now."

"O.k. guys," Kitty said feeling very relieved. "I'll let you know what we find out." Turning back down the hall Kitty ran to continue her search, followed by Lockheed.

Chase closed the door to the dorm room as the group finished entering. "Mmmmm. The way she wears that X-uniform, I can see why they call her 'Kitty'. Yum." A sudden book flew past his head and nearly exploded against the wall. "Molly! What the...?"

Molly stood across the room with her hands on her hips and her aura blazing around her. The long ears of her stocking cap fluttered around as if they were caught in a breeze. "You were being perverted. There are impressionable children. You could warp us or somethin'!"

"Friggin' kids," Chase muttered to himself.

* * *

The mutant boy Wing flew in a long, spiraling arc above the grounds of the school. He had met only 3 students so far and only one of them had an injury and that was only a sprained ankle. He had reached the outer grounds of the school and was repeating the spiral back to the inner mansion and finding it difficult to concentrate. Miss. Pryde in her X-Men uniform. All that tight, shiny leather and spandex stretched across her chest and tight, muscular ass. He nearly flew into a tree thinking about his favorite daydream involving his teacher.

Wing was in detention, relaxing in one of the chairs while the last bits of sunlight streamed through the window. His muscular arms were crossed against his chest and his long, powerful legs stretched out in front of him. (He was ashamed to admit that he looked more like Miss. Pryde's boyfriend Colossus than himself in his dreams) His shirt and pants were stretched tight over his bulging muscles.

Miss. Pryde strutted into the classroom, her toned legs looked longer wearing six inch black heels. She wore a tight, light grey tweed dress that barely covered her sweet ass and showed off the tops of her tan colored stockings. Her crisp, white, button up blouse was a size too small for her and nearly transparent. Her black, lacy bra was clearly visible through the gauzy material. She wore her wavy, brown hair up in a loose bun and thick rimmed, black glasses sat perched on the tip of her nose. "Ah, Wing. I can't say I'm surprised to see you again." Her voice was slightly nasal and snooty as she address Wing who just smirked.

"What can I say, Miss. Pryde," Wing flexed his mighty muscles and watched Miss. Pryde lick her lips as she stared at him hungrily. "I'm just a bad boy."

"Ahem," Miss. Pryde nervously cleared her throat. "And what did you do this time? Disprove one of Professor McCoy's theorems again?"

Wing gracefully stood up, flexing his impressive pecs. "'Fraid it was Professor Logan. Took 'im down in a wrestling match and he said I used to much force."

Miss. Pryde's nipples hardened and were clearly visible and her breathing increased as her chest rose and fell.

"And I told him, 'Hey, I'm not the one with unbreakable bones'." Wing walked around the desk and stood barely inches away from his hot teacher.

Miss. Pryde placed her hand on Wing's chest and stared wantonly up into his eyes.

Wing gripped his teachers shoulders and slid his hands down her well-toned arms. "Not my fault. He used to be the best there was at what he did. There's nothing I can do about being younger... and just entering my prime."

The hot teacher gripped her student's bulging arms and took a small step forward, rubbing her small tits and hard nipples against his broad chest. "Oh, Wing. Whatever will I do with you?" she asked breathlessly.

Wing reached his arms around his petit teacher, gripping her firm ass-cheeks. "I've got a few ideas."

"Anything like this?" Miss. Pryde asked as she gripped the giant bulge in the front of Wing's tight pants.

Wing used his hands to hold his teacher's head as he leaned forward and kissed her. His tongue slipped past her moist lips and caressed her tongue. He was a wonderful kisser and his oral ministrations quickly had her moaning in pleasure. His fingers massaged her tight ass and gripped her skirt, pulling it up to expose her muscular ass-cheeks and black thong.

The lusty teacher broke the kiss, her face flush with desire and gazed lustily up into her chiseled student's eyes. Miss. Pryde panted as she whispered hungrily to Wing, "I know it's wrong, Wing. It's wrong for a teacher to lust after one of her students. But I need you, Wing. I feel empty without you. I'm only alive when you're inside me."

Wing smiled cockily at his teacher. "I know," he whispered.

With almost no effort Wing flung his teacher onto the desk, her tone legs spread wide as he stepped between her firm thighs. He ground his cloth covered prick against her hot, wet groin and caused her to moan out in pure lust. Miss. Pryde fell onto her back and Wing ripped open her blouse and bra and started feasting on her now suddenly larger tits and brown nipples.

"Oh God, Wing. Your tongue feels so good on my tits!" Miss. Pryde gasped out as her young student continued dry humping her. She gripped the sides of his head and held him to her heaving chest. "Oh God, Wing! You're so good I'm cumming already!"

Wing could feel his teacher's hot cum flooding the front of his jeans as he pulled his face up from her chest. "Oh, Miss. Pryde. Whatever will I do with you?" he smirked.

Miss. Pryde moaned in a deep, husky voice, "I've got a few ideas." She leaned forward and pushed her student backwards toward the desk's chair. Standing in front of Wing she kissed him deeply as her fingers desperately began unbuttoning his jeans. As she unfastened his jeans she began kissing her way down his broad chest and torso. "Sit," she whispered. As he sat down on the teacher's chair she pulled his pants down and exposed his massive cock.

Wing's cock was a foot long and as thick as a soda can. "Oh yeah. Suck it, Miss. Pryde. Suck my giant cock," he moaned as Miss. Pryde gripped the base of his throbbing tool.

Miss. Pryde used both hands to jack Wing's mighty cock. "Oh Wing. This wonderful cock has got to be your second mutation. So thick, so long. " She leaned forward and licked his cock from the base to the tip. "Oh, you taste so good Wing. Thinking about tasting your cock makes my mouth water."

"Oh fuck, Miss. Pryde. Suck my cock you little slut," Wing gasped out.

Miss. Pryde looked up at Wing over the top of his throbbing tool. "I'm your slut, Wing. Your own personal, superhero slut. Nobody; not Logan, not Colossus, not Iceman, nobody has ever made me feel the way you do." She looked off to the side in embarrassment. "I think I love you, Wing."

A warm smile spread across Wing's face. "I love you too, Miss. Pryde." He gripped the sides of his teacher's head in his strong hands and brought her face back to his mighty dick. "Now suck my cock," he said with a wolfish grin.

"Oh yes, Wing," Miss. Pryde said with glee. "I'm so hungry for your cum!" With that she engulfed the first few inches of her students throbbing prick.

Wing moaned out as his dick slid past his teacher's lips and into her warm, wet, sucking mouth. "Oh, Miss. Pryde."

Miss. Pryde swallowed more and more of Wing's cock, her tongue working and lashing the thick length of him. As she reached halfway down the prick she began bobbing her head back and forth, little streams of drool escaping from her lips and covering her chin and Wing's balls.

"So good, Miss. Pryde," Wing whispered. "You're such a good cock sucker."

The horny teacher took a moment to wink and smile around the dick in her mouth before continuing. Miss. Pryde began humming deep in her throat and sending vibrations coursing up the length of Wing's giant prick. With both hands she jacked the base of his cock as her tongue dance across his thick length.

"Oh God, Miss. Pryde! I'm gonna cum!" Wing shouted in his deep voice. He stood up and began fucking his teacher's face, easily sliding his entire length past her lips and down her throat. His teacher gripped his rock hard ass-cheeks as she swallowed his prick, her throat gripping and tightly stroking down his length. "Oh God I love you, Miss. Pryde!" Wing shouted as he erupted deep into his teacher's throat.

Mis. Pryde struggled to swallow the massive load and failed, her student's cum escaping from the corners of her tightly stretched lips and dripping down to her naked tits.

"Wing!" a sudden voice shouted from beneath him. Wing opened this eyes and looked down to the grounds of the school, pulled out of his day dream. "Hisako? What the heck?"

"We don't have that many fliers," Hisako shouted up at her friend. "What's taking you so long?"

Wing hoped he was high enough that his friend couldn't see his hard-on. "I'm just making another sweep. Just to be, y'know, thorough."

Hisako could clearly see Wing's erection and could guess what he was doing. "Daydreaming about Miss. Pryde, no doubt," she thought to herself as Wing flew off.


When Kitty finished the head count of the children she made her way down to the lower levels of the mansions. The lower levels housed most of the equipment used by her team, the X-Men. The hanger where the X-Men's ultrasonic jet, the Blackbird, was stored was completely empty. Next she made her way to the training area dubbed the Danger Room. The Danger Room was home to some of the most advanced technology on the planet, could simulate any environment imaginable for training purposes and was nearly impregnable. Since the Danger Room was also empty she made her way to the heart of the X-Men's base, Cerebra. Cerebra was the computer used by the X-Men to locate mutants and was designed by their founder, Professor Charles Xavier. Being a telepath Xavier designed the interface to Cerebra to work best when utilized by a telepath, and Kitty found 3 of them.

The Stepford Cuckoos were a group of 3 identical teenage girls with blond hair, blue eyes and cold beauty. Unfortunately talking to them was something of a chore due to their anti-social tendencies towards everyone that wasn't one of them or their favorite teacher, Emma Frost the White Queen.

"Cuckoos. Sit-rep please," Kitty shouted as she used her psychic training to wall off her thoughts from the gaggle of gorgeous teen girls.

The Cuckoos didn't turn around and answered as one, "Still collating data, Miss. Pryde, as we've already conveyed to Ms. Frost. As Co-Head Mistress we believe it important to keep her informed."

Kitty resisted the urge to shudder. "Sooooo creepy," she thought. "Good. Any stray students on the grounds or in town?"

"All students are accounted for, Miss Pryde." All three girls turned around as one to look at Miss. Pryde. "Even if most of them no longer register as mutants."

"Just... good job, girls. Let me know if anything changes," Kitty said as she turned to leave.

"Of course, Miss Pryde. We would inform you right after we were to inform Ms. Frost."

Kitty mumbled under her breath as she left the room and made her way down the hall to the main labs. The X-Men's labs housed some of the most advanced computers on the planet and a few other planets as well.

Lockheed stayed where he was for a few minutes, hovering and staring at the 3 young girls. "Uniformity, singular," he thought longingly before following Kitty.

Kitty made sure to use the door to enter the labs, remembering the times as a child she had accidently ruined several thousands of dollars' worth of equipment when she would accidently phase though them. Lockheed quickly caught up to her before the door closed. The dragon landed in her arms and she felt a strange sensation coming from him. "It's O.k. Lockheed. We'll figure it out." This seemed to relax him as he pressed himself firmly against her chest.

"Ah, a young girl and her dragon. Surely the stuff of fine poetry." A familiar voice came from above Kitty broke her reverie. A large, blue furred shape fell from the ceiling and landed gracefully on the floor. "I'm surprised there isn't a story for it. Perhaps we should compose our own?" Hank McCoy, the scientific genius known as the Beast straightened his glasses as he walked over to Kitty.

Lockheed flew out of Kitty's arms as she hugged her friend. "Are you going to start calling me 'Khaleesi', Hank?" Kitty laughed. Lockheed noticed Kitty's and... Beast? Hank's? ...energies changed slightly as they embraced.

"Good point. And while you do bring magic to this humble school, I'm afraid there are copyright issues we must adhere to," Beast said as he returned the hug.

Kitty held the embrace for a few moments before taking a step back. "Give me some good news, Hank."

Beast walked to her computer station and put on his lab coat over the blue fur covering his body. "Alas, I'm afraid that is something I cannot do. As of yet I am stymied."

"Da. He must be in trouble if he's using me as his lab assistant."

Kitty quickly spun around at the sound of her boyfriend, the X-Man Colossus, entering the lab. "Peter!" she called out and quickly ran to him and wrapped her arms around the massive chest, molding her body to his. At over six feet tall Colossus nearly towered over her and she buried her face in his broad chest. The thought of him, the feel of him, the smell of him sent a deep throb though Kitty. She never got tired of him and having him wrap his muscular arms around her made her feel safe. Especially in his uniform of red boots, red tights and tight red shirt.

Lockheed landed on the floor, stunned at what he saw and felt. The two mutants, their energies rose and intermingled, trying to blend, to become one. And her mind, it opened more to him. Images and thoughts flashed from Kitty's mind to his. Kitty meeting Peter for the first time as a young girl. Trying to impress him, to seduce him. Clumsily trying to kiss him. Awkwardly following him around the school. The time she had waited naked for him in his dorm room, displaying her young body to him. Spying on him in the shower while masturbating. The clumsy sex with his sister who had become her best friend. And finally their first time together. In an instant she relived the feel of his thick cock sliding into her wet pussy, the feel of his tongue on her hard nipples, his lips kissing hers, his large hands gripping her tight ass. All remembered and pushed aside in and instant.

With the new opening in Kitty's mind Lockheed found structure. Structure to Lockheed's thoughts. The structure Lockheed needed to think, to order, to build. No. That was wrong. The structure that "It" needed. It was not Lockheed. It was other. The humans' energies mingled, their touch making their energies rise high and grow greater. Both humans were separate but by coming together they became more. Kitty Pryde, called Shadowcat. Hank McCoy called Beast. Peter Rasputin called Colossus. "And I am now called Lockheed," It thought. It had structure and It needed to build. Build from alone and apart to It. Build from It to Lockheed. And now It need to build from Lockheed to... Become? But to become what?

Kitty and Peter kissed deeply, their tongues sliding back and forth, their bodies pressed tightly together. The broke their embrace at the same time. "Oh God, Peter. I was so..."

"Worried? Yes Katya, as was..."

"Peter, there is just so..."

"So much is happening..."

"And the students..."

"Da. That is why I am helping Hank. You know them better than..."

"I was so scared..."

"Excuse me, lovebirds. If I may?" Hank interrupted. "Due to Peter only recently rejoining the team I've elected him to be my assistant. Mostly due to the fact that I will be needing to build most of the equipment I need and some of the components are extremely large."

"Da, Hank. We would not want you straining yourself," Colossus joked. With a slight thought he activated his mutant power and was momentarily surrounded by an aura of energy. Now the powerfully built young man's skin was transformed to living metal, allowing him to lift several tons and making him very difficult to injure. He walked over to a large stack of crates and started moving them around as if they weighed less than cardboard.

Hank held up a clawed hand. "Hold on a moment, Peter. Emma is telepathically requesting a sit-rep."

Both Kitty and Peter waited for their friend to continue. Lockheed continued to note the differences in their energies. Both Kitty and Colossus's separate energies now contained trace amounts of the other's. And now Hank's energy was different. It contained traces of... another's. "He knows. He is aware. Aware of another and... they are now, slightly, the same. He knows the wishes of another. He is aware of the other. Separate but almost one." A word flickered across Lockheed's mind, "Homesick".

"I understand, Emma," Hank suddenly said. "Five minutes." Kitty and Peter looked expectantly at him. "Emma and Scott wish to see everybody in the headmaster's office."

Kitty scooped up Lockheed and ran over to Colossus. "Let's go Pete. Maybe the big brains finally have some answers."

"I'll be with you momentarily. I'm expecting a call from S.W.O.R.D.," Hank said with his back to his friends.

Colossus looked confused. "Do we think this emergency is alien?"

Kitty pulled her boyfriend out into the hall. "No, Peter. We think it's Agent Brand and that Hank wants to talk to her alone. Not aliens," she whispered and giggled as she thought about Hank and his new girlfriend.


In the office of the Co-Headmasters of the Xavier Institute Lockheed hovered in a corner close to the ceiling. With his new found mental structure he was able to organize his thoughts and catalogue everything around him. Peter was sitting on the couch with Kitty sitting next to him, their energies flaring and mixing and sliding over and through each other. Sitting in a chair in the corner far from the others was a short, hairy man named Logan who was called Wolverine. His energies were tightly contained, barely moving past his skin. He was barefoot and his simple jeans and T-shirt were covered in grass and dried mud, his foot long razor sharp claws kept releasing and resheathing from between his knuckles. At the head of the room were the two leaders of this particular team of X-Men, Scott Summers called Cyclops and Emma Frost called the White Queen.

Lockheed gave little thought to Cyclops, he was enraptured with Emma Frost. She stood slightly behind Scott wearing white boots and skin tight, white pants. Her top was a white bodice that squeezed her large breasts together and lifted them up, giving the expectant illusion that they were about to burst free. She also wore elbow length, white gloves and white choker and stared at the room with the eyes of a predator. "That was the one," Lockheed thought. "The one who can make her thoughts and will know to others." Another word flicked across his mind, "Home".

Kitty looked behind her at her mentor, Wolverine. "Logan? Are you o.k.?"

"Leave me be, Kitten," Logan growled.

"Emma," Scott said and walked over to Kitty.

The White Queen stood up straighter, bracing herself for Kitty's upcoming verbal assault. "I have placed Logan in a psychic lockdown."

Kitty furiously stood up and began yelling at the White Queen. "You did what, you witch!? What's that even mean, anyway?"

Scott blocked Kitty's path, keeping her from attacking his lover. "Logan's experienced a side effect from whatever is happening."

Kitty glanced up at Scott. "And what does that mean?"

Lockheed noticed as Kitty's energy flared in her anger.

"What it means, Kitty," Hank began as he walked into the office. "Is that he now remembers."

"Remembers what?" Kitty glared at her friends.

"Everything, Kitty. Logan remembers everything," Scott whispered as he placed his hand on Kitty's shoulder, trying to comfort her.

Kitty shuddered as the full meaning of Scott's words sank in. "Oh, Logan," she whispered.

Sudden flashes pierced Lockheed's mind. A warrior, a living weapon. Unbreakable metal grafted to his bones. His past carved out of his mind. A remorseless killer grown and built. And his years long struggle to become a man, a hero.

"Leave me be, Kitten," Logan whispered.

Emma spoke up. "Logan went into one of his rages. I managed to bring him back to himself, but he was still a danger. Both to himself and to us. We placed him in the medical suite but he slid back into a rage and I had to reestablish control. Scott felt it best that we keep him close at hand."

"I agreed, Kitten," Logan whispered. "'Till Emma helps me... sort this out, I'm a danger. Leave me be. For now."

A tear trailed down Kitty's face. "I'm... I'm sorry, Emma. Just a bit on edge." Peter stood up behind her and wrapped his arms around her. She melted against him and fought back her tears. "Sorry, guys."

Hank patted Kitty's other shoulder. "No harm, Kitty. We know how much he means to you."

Everybody except Emma and Lockheed stared at Kitty. "He'll be fine, Kitty," Peter whispered to her. She nodded and wiped away her tears and they returned to the couch.

Scott walked back to Emma and tried to give her a reassuring smile before turning back to the blue-furred scientist. "What's the word, Hank?"

"None, I'm afraid Scott," Hank said as he cleaned his glasses.

Scott addressed the room, "In that case here's what we know people. Wanda Maximoff, the Scarlet Witch, flipped reality. She made a world where humans and mutants had learned to live in peace, even if the human population was waning. A world where her father and her family ruled like royalty. She tried to give everybody what they thought their dream lives would be and she failed. Cracks began to form. One of those cracks was a young mutant named Layla." He leaned against his desk and folded his arms across his chest. "Layla began waking some of us up and we reformed the X-Men and the Avengers and then we confronted Magneto. It didn't go well."

"That's understating it a bit," Emma muttered under her breath.

"None the less," Cyclops continued. "We thought Magneto was manipulating his daughter, making her use her powers to fold reality to his liking. We were wrong, it was Pietro, her brother. Before using her to flip reality he had been using his super speed to keep tabs on her while she was recovering from losing control of her powers with the Avengers. He was afraid that we, or the Avengers, would decide her reality warping powers were too dangerous to let her live. During the reality flip a battle broke out between our teams and Magneto's people. Wanda then decided mutants in general were too dangerous and flipped reality back to the world we knew."

"Except now," Beast interrupted. "With far fewer mutants."

"Hank," Cyclops said, letting Beast pick up.

Hank began, "Those of use close enough to Wanda heard her whisper, 'No more mutants,' right before returning everybody to the proper reality. She very nearly succeeded."

"What does that mean, Hank?" Kitty asked as ice water seemed to fill her spine.

"As far as I, S.H.I.E.L.D., S.W.O.R.D. and our Cerebra can tell, there are approximately two hundred mutants left on the planet," Hank said, bowing his head.

An eerie silence filled the room, except for the sound of Lockheed's wings. "Home," he thought as he remembered his first thoughts in this world.

"And furthermore," Emma continued the story. "The only ones that remember the other reality are those of us that were at the final battle with Magneto and his 'House of M'."

"So, just basically us and the Avengers," Kitty moaned.

"Most of us, and them, yes. As far as the rest of the world is concerned, mutants have simply disappeared," Emma said.

"And as far as I can find," Hank interjected. "The mutant gene itself is gone. From the samples I've been able to gather here at the school, the genetic quirk that gives mutants their abilities is now simply gone from those of us affected. We may have just witnessed the extinction of our species."

Everybody in the room took a moment to process what Hank had just said. Peter held Kitty tighter and Lockheed noted their energies mingling again. He also noted the same happening to Scott and Emma as they held hands. Both couples, capable of generating so much more energy together than apart. Together. He needed to be together. It realized It had been ripped from... home?... when the mutant Scarlet Witch had warped reality. But where was home?


"Oh dragon. I am bushed," Kitty said as she stumbled into her room, Lockheed close behind her.

After gathering the students into their dorm rooms Kitty and Hank performed a powers check. Only about a dozen children still had their powers and the now powerless ones were understandably upset. Kitty and the rest of the staff were overwhelmed with soothing the students as well as fielding the frantic phone calls from their parents. Now, at well after 2:00 AM, she just wanted to get some sleep.

Lockheed landed on Kitty's desk and watched her. It had spent It's time with her learning what It could from Lockheed and Kitty's minds. It was still unaware of what It needed. Where It was from, how It could get back or even what It was. But It was learning.

Kitty phased out of her clothes, simply letting them fall to the floor as she climbed into her bed. "Not even gonna bother with pajamas tonight," she thought as she snuggled underneath her covers.

Fitfully Kitty tried to get to sleep, tossing and turning, beating her pillows, kicking her covers from her nude body. Normally she never left herself exposed like this, completely naked. When compared to some of the other X-Women she considered her body fairly plain; 5ft 6in, wavy brown hair, small B-cup breasts sitting firmly on her chest and capped with light brown nipples, a flat stomach and a tight ass. She was proud of her butt, it made up for her lack of a chest she thought. But compared to her friend Storm's ass she thought even that was pretty flat. But tonight she kicked her covers off and laid nude in the moon light of her open window.

Normally Kitty was quick to fall asleep, a trick she learned from Logan but tonight, with everything that had happened, she just couldn't do it.

"If only Peter was here," Kitty thought. She knew she would be able to sleep with his arms wrapped around her. "Or at least help me to relax," she thought with a sly grin. She bit her bottom lip as she thought about Peter's body, naked above her, his thick prick working deep inside of her.

Lockheed watched enraptured as the energies surrounding Kitty began to rise.

Kitty rubbed small circles over her stomach and abdomen with her hands as she closed her eyes and smiled. One of her questing hands slowly made its way to her chest as she sighed. Her fingertips teased around the swell of her small, firm breasts before squeezing one of her now hard nipples. Her other hand made its way down to her toned thighs, stroking the soft flesh as she spread her legs open. As one hand continued pinching, rolling and tugging her mocha colored nipples her other hand made its way to the wet heat between her legs.

Lockheed watched enraptured as the energies surrounding Kitty continued to rise.

As the horny, young mutant's skilled fingers reached the now burning junction between her legs Kitty released her sizzling nipples and let both of her hands drift to her wet pussy. The middle finger of her left hand slowly slid between her swollen, moist lips as the fingers of her right hand stroked just above her hard clit as it made its way from under its sheath. Her middle finger slid into her wet, burning pussy as she gasped, working it in and out as her juices slowly leaked out and trailed over her ass-cheeks to her sheets. Her sizzling clit emerged fully from its hood and she smiled and cooed as she stroked it softly. Her hips bucked up to meet her skilled fingers as she moaned in pleasure.

Lockheed watched as the energies surrounding Kitty rose higher.

"Oh Peter. Mmmm... yes," Kitty whispered as she smiled. She had spent what felt like years masturbating to fantasies of Peter, his muscles, his eyes, his fingers, his tongue. She had fantasies and daydreams and wishes, all about Peter. But nothing compared to the first time she had felt his thick, long cock slide deep inside of her. As she replayed her favorite memory she added a second finger and then a third into her needy pussy. "Oh God, Peter," she moaned out as she increased the pace of her fingers.

Lockeheed watched as the energies surrounding Kitty rose higher.

Kitty remembered all of the clumsy, teenage attempts at seducing Peter; surprising him with kisses, hugging him as she rubbed her underdeveloped chest against his, walking around the dorm in only her bra and panties or the skimpiest bikinis she could find, "accidently" walking in on him as he showered and his body glistened with water as soap suds dripped off his long dick, and the time she had waited naked for him in his room with her 15 year old body proudly displayed on his bed. She giggled to herself as her skilled fingers diligently worked her throbbing clit and rubbed against her needy G-spot nestled inside of her wet cunt. "Oh Peter. Peter, Peter, Peter!"

Lockheed watched as the energies surrounding Kitty rose even higher. The word "battery" flashed across his mind.

"Mmmm... battery," Kitty moaned. She was going to have to buy some more batteries for her vibrator if she and Peter were going to spend to many more nights apart. Tonight was bad enough with Hank and him working in the lab.

"Peter," Kitty blurted out as she felt her orgasm approach. Her fingers were a blur between her legs as she bent her knees up and planted her feet on the soft mattress. She began thrusting her hips up, bucking against her fingers as she fucked herself harder and faster. Harder, faster, deeper her fingers worked inside of her burning slit. "Almost... almost there," she panted breathlessly as she lick her lips.

Lockheed licked his own lips as he watched the energies surrounding Kitty flare out. "More," he thought. "I need more."

"Oh God! More Peter! I need more!" Kitty screamed, shoving her 3 fingers as deep into her clutching cunt as she could and cumming. Her wet pussy clamped down on her thrusting fingers and rippled around the digits as her juices flooded out of her. "Yes Peter, yes! I'm cumming!" she screamed as her hips rocked up and tremors coursed through her body.

Lockheed stared hungrily as the energies surrounding Kitty flashed and peaked. Her young body convulsed and shook on her bed as wave after wave of energy flowed out of her as she came. More energy than he had seen from any one person all day spilled out into the room. He could taste it, smell it, feel it cover him.

Kitty's body collapsed onto the bed, completely spent as a sloppy grin crossed her lips. "Mmmmm, Peter. Even when you're not here you're good," she whispered and laughed to herself. She rolled over and closed her eyes with the dopey grin still plastered on her face, her naked body gleaming in the moon light. And in no time she fell deeply asleep.

Lockheed sat stunned. "Energy. They all make energy," he thought. With his newly structured mind he tried to think. He had information but he had no idea what to do with it. The mutant Scarlet Witch accidently took him from his home and brought him here. Here was different from home. Here everyone was an individual. Home was... it was the other among others but all similar. Here all was individual and different from It and It could not get home. But... energy. It needed energy but It didn't know why. And the individual, Kitty, could make energy. Could the others? It must find out.

In a flash Lockheed was flying across the room, out the window and into the night. He flew along the windows until he felt another energy surge. The window was closed with the curtain drawn so he couldn't see in and as he tried to peer in his vision suddenly shifted, the change causing him to lose his balance. He quickly landed on the window sill and looked around. Everywhere, the entire world, he could see everything as brightly colored energy. He peered at the window and could see clearly inside. The energies he sensed were coming from the young mutant he had seen earlier, Hisako.

The young Asian girl was laying on her mattress with her covers thrown off. Hisako was wearing a pink, long sleeved, button-up pajama top with matching bottoms. Her top was unbuttoned except for the first button, exposing her underdeveloped chest to the cool air of the room. Her small tits were barely an A-cup and topped with hard, dark brown nipples. She used the fingers of one hand to roll and pull the hard nubs as her other hand was working inside her pajama bottoms. The fingers of the hand in her bottoms was quickly tracing circles around the hard clit of her hairless pussy as she rolled her hips up and around.

Hisako bit her lip and muttered, "Wing," under her breath. Ever since her friend had half-assed complimented her butt he'd been stuck in her mind. "Does he like butts in general? Or mine specifically?" she thought to herself as she continued masturbating. "Would he want to put his 'thing' in there?" She was still a virgin but she'd heard a lot of gossip about sex. Some of the gossip said it hurt but some said it felt really good. "Does he want to be my boyfriend? And if he does, does he want to have sex with my butt?" she wondered.

Hisako had been thinking about Wing all day and what they would do as a boyfriend and girlfriend couple. As she lay in bed her mind kept wondering to the thought of Wing and her together on her date. In her fantasy she was older, of course, and so was he. They would have a nice dinner and then go dancing, him in a tux and her in a simple, black evening gown. They were all alone in the restaurant as they glided over the dance floor. "Hisako, you are so beautiful," he would whisper in her ear. They twirled across the floor and the song ended with them in Hisako's dorm room.

Wing kissed Hisako deeply and removed her dress as she laid down on her bed. Wing was naked now as well and laid down weightlessly on top of her as his head went down to her now larger breasts. She moaned deeply and held his head to her chest. "Oh Wing," she whispered. He leaned up and kissed her again as he slid his penis into her vagina. "You feel so good, Wing," she moaned breathlessly as he finally made love to her.

Outside of her imagination Hisako pinched and rolled her nipple hard between her fingers, the fingers of her other hand continued circling around her throbbing clit. She panted and moaned, glad that she had a private room as she continued to masturbate. She'd only done it a few times and was amazed by how good it felt to run her fingers over her body. She released her nipple and slowly trailed her hand down to join with the other. She parted her wet slit and slowly slid her middle finger into her tight hole.

In Hisako's imagination Wing stopped working his penis inside of her and slowly pulled out of her vagina completely. "Oh Hisako, you have such a sexy butt. Please, please, please. It would mean so much to me."

Hisako smiled up at Wing and lovingly whispered, "Yes," as she rolled over. Wing placed a kiss on each cheek of her round butt before sitting up and sliding his penis into her up thrust rear end. "Oh Wing. It feels so good when you are in me like this."

In her real bed Hisako shifted her hips until her pajama bottoms had worked themselves down over her bald groin and rolled over. She pulled the finger out of her pussy and lined it up to her puckered, little butt-hole. She took several deep breaths, relaxing herself. "Oh, Wing," she muttered in the dark before sliding her lubed finger into her tight behind.

"Oh God!" Hisako screamed as she penetrated her rear for the first time. She bit down on her pillow to keep herself from screaming out again as she came. Her butt-hole clamped down tight on her finger as she humped her mattress, her pale butt-cheeks clenched and her toes curling in pleasure. She clinched her eyes shut as stars exploded behind her eyes and a feeling of pure bliss filled her as she rode out her very first orgasm.

As Hisako came down from her first orgasm she relaxed completely, sinking into her soft mattress. "Maybe Wing has a good idea after all," she thought and then suddenly giggled before drifting off to sleep.

"Perhaps using these humans will be a good idea," Lockheed thought to himself. He flapped his wings and flew off from the wall noticing how much clearer is new vision was. Switching between his new vision and the old and then back again he noticed a trail behind him, a trail leading back to Hisako's window and then to Kitty's. "Interesting," he thought. The trail was faint but solid and with a bit of concentration he found he could sense both humans. "Very interesting."

Lockheed turned back to the mansion as he felt another build-up of energy. Hovering where he was he used his new vision to locate the source. A few windows down from Hisako was another student creating energy. The one called Wing.

Wing wasn't as lucky as Hisako as far as rooms went and had to share a dorm room with two other boys. Both boys had been among those to lose their powers and had sat together off in a corner of the room trying to console each other. Wing felt awkward and had tried to talk to his classmates but was since he still had his powers he just felt out of place. Eventually both boys had fallen asleep and Wing used the quiet time to take care of some left over business from this afternoon. He made his way to the bathroom and locked himself in. Quickly unbuttoning his pants he pulled out his hard cock and sat down on the toilet and quickly grabbed a wad of toilet paper and started to finish his fantasy from earlier.

Ms. Pryde was bent over her teaching desk naked, her tight ass held high as Wing fucked himself deep inside of it. Her naked tits were pressed against the cold wood and her eyes were glazed over in pure pleasure.

"Oh fuck, Ms. Pryde. I never get tired of fucking your tight ass," Wing gasped out as he held his teacher by her slender hips and fucked her toned rear end.

Ms. Pryde panted in lust, "My ass is yours, Wing. Whenever you want it you can fuck it. My ass, my pussy, my mouth. I'm all yours. Use me, Wing! Use me and make me cum!" Her ass suddenly tightened as she came for the 8th time. "I'm cumming, Wing! Thank you for making me cum!"

Wing buried himself to the hilt and unleashed himself, filling Ms. Pryde's tight rear end with his thick cum.

"Wing! Ms. Pryde!" a sudden voice shouted from behind the orgasmic couple.

Wing pulled out from Ms. Pryde's ass, still shooting streams of cum and covering Ms. Pryde's ass-cheeks as he turned around. "Hisako?"

Hisako stood in the doorway, her face scowling with anger. She was dressed as the sluttiest cheerleader that Wing had ever thought of: White sneakers over thigh high, fishnet stockings; a small skirt barely covering her white thong; a tight, sleeveless top straining against her braless and large tits; her dark hair up in pig-tails; and her scarlet lips sucking on a lollypop. "You're supposed to be in my dorm fucking me in my ass, Wing," she said as she stomped her foot and caused her tits to jiggle. "Not some old teacher."

"Old?" Ms. Pryde said disgustedly as she slowly stood up, Wing's cum dripping from her well fucked ass.

"Now, Hisako," Wing said dismissively, his impossibly large cock still hard. "It's not my fault. I accidently beat up Mr. Logan again and he gave me detention."

"I don't care," Hisako whined as she stomped into the room, her braless breasts jiggling underneath her top. "That's no excuse for you to spend two hours fucking this hussy when you know how much I need your lovin'."

"Hussy?" Ms. Pryde said angrily. She planted one hand on her hip and pointed at Hisako with the other. "There's more than enough of Wing's cock to share. And if I hear one more insult out of you I'll show you 'Old Hussy'."

Hisako stomped up to Ms. Pryde, their amazing bodies nearly touching. "Wing is mine! You. Old. Hussy!" she shouted before slapping her teacher.

"Ladies, ladies..." Wing said with a cocky smile while he half-heartedly tried to break up the fight.

"That's it!" Ms. Pryde yelled as she grabbed the front of Hisako's uniform and used it to slam her young student against the chalk board. Using her powers she phased the young girl's uniform off leaving her naked except for her thong, stockings and shoes.

"Wha..." Hisako gasped out as she was pinned against the dirty chalk board. "Oh God!" she screamed out as Ms. Pryde suddenly pincher her dark nipples.

Ms. Pryde took the opportunity of Hisako screaming to kiss the young girl. She plunged her tongue into the girl's mouth as she moved one of her down to the waistband of Hisako's thong. Using her powers again she phased her student's thong off, leaving the girl's pussy totally exposed. "I'll show you what a hussy can do," she said as she grinded her groin against her student's quickly warming cunt.

"Oh God!" Hisako screamed as her teacher began to hump between her legs, their hot pussies mashing together.

"Oh God," Wing muttered as he suddenly came inside his wad of toilet paper. He cleaned off the head of his cock and pulled up his pants. "How long 'til breakfast?" he wondered to himself as he shuffled back to bed.

Outside Lockheed saw Wing's flash of energy and then watched as the wave subsided. He looked around but saw no new trail of energy leading to him from the boy. "Closer," he thought. "I need to be closer." He flew towards one of the side doors and into the mansion, no longer needing to concentrate just to remember something. It was becoming easier and easier to use It's new body. More and more It was now Lockheed.

It only took a few moments for Lockheed to feel a new, growing ebb of energy. He followed his senses to the dorm he had visited earlier with Kitty, the dorm housing the Runaways. Sneaking into the dorm Lockheed found three doors, two of the doors contained flashes of rising energy while the other door appeared dormant. He used his new senses to peer past the three doors and into the rooms. Behind the dormant door were Nico, the girls Molly and Klara and also some sort of beast, all sleeping. Behind one of the other doors he could see the one called Chase masturbating with the one called Victor asleep on the other side of the room. No, asleep was the wrong word. Victor gave off energy but it was a different kind than the other humans. The energy was... colder? Detached? Artificial. "Android," Lockheed thought. He peered into the last room and could see Xavin and Karolina, their energies mingling in much the same way as Kitty and Peter's had. "Interesting," he thought and flew over to Chase and Victor's door. "I must see how close I need to be to feel the humans' energies."

Inside his room Chase rolled over onto his back and slid his boxer shorts down his hips. "Finally," he thought to himself as he slipped his hand around his hard dick. "Victor the toaster has finally powered down." He'd waited for an hour for his android team mate to stop talking about what had happened to all the mutants. As far as Chase was concerned as long as Molly and Klara were fine he didn't care. And now that Vic was finally powered down to recharge, or reboot, or reconfigure or whatever, as long as there wasn't an emergency, Chase could get back to his favorite fantasy.

In Chase's fantasy Nico and Karolina were in a communal shower, the hot water streaming down their bodies and filling the room with steam. Nico ran her hands over her slender body with firm A-cups topped with brown nipples and a small patch of black fuzz right above the slit of her pussy. Karolina's body was curvy with larger C-cup tits with pink nipples and a hairless gash.

"Oh Karolina," Nico said as she rinsed the soap from her body. "This hot water feels sooo good."

Karolina rinsed the last of the shampoo from her long, blonde hair. "I know, Nico. I love taking long, hot, steamy showers."

Nico moaned in pleasure, "This hot water feels so good on my body."

"It looks good flowing over your body, too," Karoline giggled, staring at her friend and licking her lips.

"Oh, Karoline," Nico giggled as she rolled her eyes at her friend. "You think that just because you're a hot lesbian that you can turn any girl gay."

Karolina ran her hands over her tan body, cupping her tits and trailing her fingers down to her hips. "You're right, I am hot and so are you. And I bet I could turn you."

"Karolina, you're just being silly," Nico giggled, turning around and letting her friend get a good view of her ass.

"Nope," Karolina said as she stepped up closer to Nico's pale body. "I bet I could turn you. Turn you hard."

Nico turned around to face her naked friend. "You really think I'd fall for that?"

"Scared?" Karolina said barely a foot from her friend, their wet tits nearly touching.

Nico smiled as she licked her lips. "No, I'm not scared. I'm just straight."

"Then you shouldn't be scared of me trying to turn you," Karolina said as she reached forward and lightly grasped her friend's slender hips.

Nico couldn't think of a way to escape her friends logic. "Ok, fine. Just this once."

Karolina smiled as she stepped closer to her friend and pressed their bodies together. Their hips pressed against each other and Karolina's tits enveloped Nico's smaller ones, their nipples rubbing against one anothers'. Their lips met and their tongues explored each other's mouths, their hands trailing up and down their slick bodies. They both moaned in pleasure as they grinded their hips together and mashed their hot groins against each other. Karolina's hands trailed down to cup and massage Nico's firm ass as Nico's hands slid up to squeeze Karolina's large tits. The horny, young girls broke their kiss with Nico panting in pleasure.

"Karolina," Nico gasped. "Your lips felt so good pressed against mine."

Karolina pressed her friend against the wall. "If you think my lips feel good pressed against your mouth, you haven't felt anything yet." She got down on her knees and lifted one of Nico's legs over her shoulder. Her Asian friend grabbed her head as she pressed her lips to Nico's pussy.

"Oh, Karolina," Nico gasped.

"Oh yeah," Chase moaned as he shot his load into his wadded up work clothes. He wiped up his cum and pulled his boxers back up before hiding his cum sticky work clothes at the bottom of his giant pile of laundry. He rolled over on his side with a satisfied smile and was asleep in moments.

Lockheed flew back from the door and saw a trail of energy leading back to Chase. "I have to be close," he thought. "Even now I can feel Kitty and Hisako. And now... yes. I feel Chase as well." He concentrated for a moment on the trails of shimmering energies. "Their energies are connected to me. Through me. Even now I can feel them flowing into me. With each release I become... stronger. My thoughts become clearer." He noticed an energy pulse from the room shared by Karolina and Xavin, "So much more from them. So much..." and quickly flew over.

Inside the room Karolina was on her bed, her toned California body sprawled out on her mattress and her alien girlfriend was kneeling between her legs. Xavin had been born male but as an alien shape shifter she often wore the body of a woman for Karoline.

"My love, are you ready?" Xavin asked as she reached underneath Karolina's body to grasp her firm ass and lift her up.

"Oh yes Xavin, yes," Karolina gasped out. There were so many advantages to having a shape shifting girlfriend. She and Xavin had started the evening out kissing before taking long turns at each other's firm breasts. Next she had let her lips travel down Xavin's dark body to her wet pussy and licked her girlfriend to several orgasms. Now Xavin was preparing to return all of Karolina's attention. With interest.

Xavin used her powers to turn her clitours into a thick, hard cock and placed the tip to the entrance of Karolina's dripping pussy. With a sudden shift of her hips she buried her long cock deep into her girlfriend's tight body, stretching her loves tight, hot pussy.

"Oh God, yes!" Karolina squealed as her girlfriend filled her hot pussy and started to fuck her deep. Xavin's dark tits gleamed with sweat as they shook and swayed on her chest and Karolina reached up to squeeze them and pinch the dark, hard nipples. "Cum in me, Xavin. Fuck me and fill me with your cum!"

Xavin fucked herself deeply into Karolina's beautiful and always willing body. She loved how her girlfriend let her experiment with shape shifting in bed and always made sure she took care of Karolina's wants and needs.

Karolina gripped Xavin's full tits and squeezed hard as her body shook with pleasure at having her hot cunt filled over and over again. Her tight pussy gripped down on her girlfriend's thick cock and rippled around the shaft as she wrapped her long legs around her lover's tight,clentching ass and felt her orgasm approch. "Fuck me, Xavin! I'm cumming! You're making me cum! Cum with me! Fuck me with your hard cock and cum with me!"

"Yes my love. Yes," Xavin whispered as she felt herself begin to cum. She thrust her rigid pole as deep into Karolina's tight hole as possiable, fucking her as deep as she could. Normally she tried to be a very patient lover but tonight, with all the work Karolina had done to her pussy and then shifting her clitours into a cock had left Xavin extremely sensitive. With only a few more pumps of her hips she buried herself deep into her love's sexy body as she came deep inside of Karolina's tight pussy, filling her with thick, alien seed.

The two lovers collapsed together, shudders coursing through their bodie, their arms and legs wrapped lovingly around each other. They quickly drifted off to sleep, Xavin's soft cock still buried in Karolina's tight pussy.

"More!" Lockheed thought as he flew up to the ceiling, "So much More!" The trail of energy flowed like a river from him back to Karolina and Xavin's room. "Two of them together make so much more than apart." The initial wave of energy flowing out of the two alien lovers' room had washed over him like a tidal wave. He had initially thought that 2 people mating meant double the energy. "But it's so much more." A plan formed in Lockheed's mind, "Kitty." He flew out of the Runaways dorm and made his way back to Kitty's room.


In her room she shared with her lover, Emma Frost was naked on her knees as Scott Summers fucked her beautiful face. She loved how he was the stalwart soldier outside their bedroom but inside he took out all of his frustration on her. It hadn't always been this way. To start he had approached sex with her the same way as he did everything, clinical, detached, well-thought out, repressed. But after weeks and months she had finally gotten him to open up to her sexually. She had no problems letting him take out all his frustrations on her sexually, she loved it. No man had ever made her feel the way Scott Summers had, in or out of the bedroom. Outside the bedroom he built up a mountain of repressed frustrations but then once inside their bedroom he released them all. Much to the reward of the White Queen.

Emma was on her knees wearing only her white, thigh-high boots with her hands tied behind her back. She was completely, physically helpless as Scott held her by her long, blonde hair and thrust his cock in and out of her face. The X-Men's leader's cock thrust past her white painted lips, over her warm tongue and into her tight throat. He humped himself in and out of her tightly stretched lips as sweat dripped off his naked body. Drool escaped out of her mouth, over her lips, trailing down her chin and dripping onto her large, double D tits.

When Cyclops had finally made it to his bedroom after the hectic day of dealing with all his students and their parents he found Emma already there, naked expect for her boots, on her knees, hands tied behind her back, her chest pushed out, pale nipples hard, her bald pussy glistening with arousal and a wicked smile on her lips. They didn't speak. He stripped off his clothes as he walked over to her, his cock quickly hardening and bobbing between his legs. By the time he crossed the room and reached her he was fully erect. He grabbed the back of her head with one hand and the base of his cock with his other and then mounted her beautiful face, burying his dick in her mouth and throat with his cum filled balls resting on her chin. He then unceremoniously began fucking her face.

Emma could feel Scott's dick throbbing in her mouth and knew, even though it had only been a couple of minutes, that he was about to cum. She moaned deep in her throat, sending vibrations dancing across the skin of his dick as she ran her warm tongue along the underside of his hard prick, his ball bouncing off her chin and looked up at him with lust-filled eyes. She whispered in his mind as she balls bounced off her spit wet chin, "Fuck my face, Scott. Give it to me. Make me take it. Make me suck your hard cock. Make me swallow your cum."

Scott gripped Emma's hair and roared as he came, unleashing his cum deep into her mouth and throat, feeling her trying to swallow it all as he released, "Ahhhhhh!" As he drained his balls into her throat he collapsed against the bed, his spasming dick sliding from her mouth, spewing the last shots of sperm against her face and large tits. "Fuuuuuuck, Emma," he gasped out.

"Mmmm..." Emma moaned, untying her hands as she used her fingers to scrape up the last of Scott's cum and licked and swallowed the last of his thick load. "It might say something about our relationship, darling, that the more repressed you become the hornier I get."

"Heh," Scott chuckled as he laid down in the middle of the bed. He began scooting over to give Emma room when she suddenly stopped him.

"Uh uh, darling," Emma said as she approached the foot of the bed. "I'm not done relieving your stress yet."

"I'm not really in the mood for games tonight, Emma," Scott said as he stared at Emma's naked body; her swaying breasts, tiny waist, wide hips and long, long legs. She was not in the least bit physically inhibited. And with good reason, she had a body a porn star would envy.

"A point obviously proven by what just occurred," Emma smirked. "On your stomach, Mr. Summers."

"Emma?" Scott asked as he cocked a questioning eyebrow.

The White Queen just smile wickedly.


Lockheed made his way back to Kitty's room. The young mutant was still nude, her legs slightly apart, her arms outstretched, her hair framed and mussed around her head. He landed softly on the bed and stared at the vulnerable young woman. He knew what sex was now but he felt no stirrings for the slumbering mutant. He felt no stirrings for intimate contact with the humans at all. He used his now strengthened connection to the girl to see into her mind. The contact was still slightly nebulous and still no direct connection to her mind but what was already there was strengthened far more than before. The alien rechecked his other connections and felt the same thing, an instinctual connection with only fleeting, specific thoughts. Weighing his options he came up with a plan.

Lockheed concentrated all his willpower on one, single need; sleep. He needed Kitty to sleep. If she woke up he was no match for her physically. "Sleep," he thought, remembering the White Queen and her telepathy. "Sleep." He focused on that one word, let it fill him, overcome his every desire. Everything he wanted, still not sure of what that was, depended on the young mutant sleeping.

The purple dragon went to Kitty's chest and slowly licked one of her brown nipples. She moaned slightly but otherwise didn't respond. He repeated licking the rubbery nub and when she didn't respond he continued. After a few moments her nipple hardened with unconscious pleasure and Lockheed leaned his long neck to the other firm tit. He continued lapping at the hard, little nipples as he felt her energies begin to rise. He had no lips so he was incapable of sucking on the hard nubs and so he had to make due with long, drawn-out licks of the sensitive nubs.

Kitty moaned in sleeping desire, shifting her hips as she became more and more aroused from her small tits being molested by her friend in her sleep. She spread her toned thighs apart as her delicate pussy warmed and moistened again.

Lockheed continued lapping at Kitty's tits, his warm saliva making the firm orbs glisten in the moonlight. All of his mental concentration was spent on trying to keep the young mutant asleep. Pictures from her mind flowed across his own mind, distracting him. As her lust and energies rose her mind became more and more active. Thoughts, memories and fantasies traced back and forth across the bond they shared. He didn't know how much longer she could stay asleep while he molested her but he knew he had to finish before she woke.

Lockheed left Kitty's chest and her hands immediately replaced his tongue, massaging her firm tits and scraping across her hard nipples. He made his way down to in-between her spread legs to the wet juncture of her firm thighs. He used his tongue to lick her glistening lips and caused her to groan in pleasure and start to roll her hips. The alien licked delicately at her swollen pussy until her clit hardened and slid from it's sheath. He rolled his tongue across the sensitive nub and caused her to gasp out.

"Oh yes," Kitty whispered out in her sleep. Flashes of men she had loved or fantasized about or simply found attractive flickered across her unconscious mind, coming together to form a composite of all of them. A perfect man loving her between her legs.

Lockheed knew that the time was approaching, drawing nearer as Kitty's pleasure rose and she came closer and closer to cumming. But he needed to join her. As an alien he was not attracted to her body in the least, but he could make himself attracted to her energies. As he thought about the mingling of their energies he could feel a stirring between his legs.

At the same time in the Head-masters' bedroom Scott watched from on his back as Emma slowly impaled herself on his cock. Earlier, when Emma had told him to roll over on top of his stomach she had laid down on top of him and he could feel her large tits pressed against his back as her hard nipples scraped against his skin and her wet pussy pressed against his ass. She had kissed his neck before rising up, using his muscular ass as a cushion. She stared at his shoulders, using her skilled fingers to massage the tension from his muscles. She slowly worked her way down his back and he felt like he was melting into the mattress.

When Emma had reached Scott's tight ass she slid off onto the floor and began using her fingers to work her way back up to his legs. She heard him moan appreciatively as she reached his thighs and gripped and massaged he taunt muscles. When she had once again reached his tight ass she gripped the firm cheeks and squeezed them lovingly, loving the feel of his warm skin filling her hands.

"Mmmm, thanks, Emma. You are divine," Scott muttered as Emma slid back down and off the bed.

"I'm not done yet, Mr. Summers," Emma whispered. "Roll over."

Scott rolled over and Emma climbed back on, sitting just above his groin. She repeated her massage starting at his shoulders and working her way down to his chest. She couldn't see through his crimson glasses but knew he was staring at her naked body as she saw to his needs. She reached to his tight abs and continued working her way down to his hips. Once again she slid off the bed and began massaging her way up his legs. By the time she reached his thighs his cock was rock hard and pointing straight at the ceiling.

Emma climbed back onto the bed and laid down on top of Scott, foot to foot, knee to knee, hip to hip, chest to chest. She could feel his erection throbbing, trapped against her stomach, her large tits pressed tight against him as she gave him a long, slow, deep kiss. She broke the kiss and sat up slightly, her large tits swaying and her hard nipples scrapping across his skin. "Don't move," she whispered to him.

Scott moaned as Emma slowly slid her large tits across his chest, sliding her heaving breasts across his chest and down his arm and when her large orbs reached his wrist he tried to grip them with his hand. She quickly moved her sensitive mammories away and back to his chest to work them down his other arm. When he tried to grip her again she moved her firm tits back to his chest and slid them up toward his neck and them back down to his chest as he gripped the sheets. She made sure she slid her silky tits across every inch of him, avoiding his face and hands. She continued down, running her warm orbs over his abs and stomach, to his waist and then just above his twitching cock. She climbed down the foot of the bed again and slowly brought her dangling mammories up his legs to just below his now aching dick. He could feel his pulse racing in the veins of his prick as it throbbed. She let her large tits envelop the hard meat but didn't allow any more pressure.

Scott thrust himself up into Emma's impressive cleavage but there wasn't enough friction. "Emma, please," he whispered in desperation.

Emma smiled in pride at having made her lover beg for her. "Anything you wish, Scott," she said as she climbed back up to begin riding her lover's dick. She moaned deep in her throat as she slowly impaled herself on Scott's prick and leaned forward to give him easier access to her tingling tits.

Scott released his iron grip on the sheets and grabbed onto Emma's large, pale, creamy breasts as she started to ride him. His mouth latched onto one of the pink nubs and began to suck hungrily as he lashed the rubbery bit of flesh with his tongue, nursing on the White Queen.

Emma braced herself with her hands against the headboard of the bed as she roughly moved her hips up and down on Scott's thick cock. Tonight was all about him, his pleasure would be her pleasure. She rolled her hips with each thrust, her wet pussy sucking his dick deep inside of her as she rode him harder and harder. She had never had a lover like him, normally she was the dominate one in bed and he usually let her and had no problems with letting her lead. But, sometimes she preferred to be the submissive one and let him do all the work as he was a very thorough lover. But tonight, as she rode him faster and faster, she set the pace and let him simply lay there and enjoy the feel of her body.

At that moment in Kitty's room Lockheed continued attacking her vulnerable body. His cock had slid out from it's sheath and was now fully erect, dark blue and nearly a foot long. He was losing the battle of wills to keep her asleep as her body responded unconsciously to the unwanted pleasure he was giving her. His long tongue poked past her swollen labia and lapped at the juices spilling from her drooling cunt. His long tongue slowly filled her tight pussy, sliding deep inside of her and flicking over her sensitive G-spot.

"Oh God!" Kitty called out suddenly.

"Oh God, Emma!" Scott called out. Emma held herself down on his cock and flexed her vaginal muscles, tightening around his shaft and sending ripples down his thick length.

"Almost there, Scott," Emma panted as she began rolling her hips, taking Scott deeper inside her as she rubbed her enflamed clit across his groin. "Almost, (pant), almost there! (grunt)"

Kitty sat up suddenly after nearly cumming in her sleep to see her pet and friend lapping away between her outspread legs. "Lockheed? What...?"

Lockheed peered over Kitty's groin at her wide eyed face and in an instant he reacted. He pushed up and landed partially on her chest, momentarily knocking her back down as he lined up the head of his prick with the entrance to her cunt. With a sudden thrust he stabbed his cock deep into her wet pussy, burying herself completely and stretching her tight walls.

"Oh God, Lockheed!" Kitty yelled, her tiny pussy clamping down hard on Lockheed's invading cock. "Ohgodohgodohgodohgod..." she panted as her friend violated her again and again, fucking himself inside of her deeper that she had ever been fucked before.

At the intrusion of his cock into Kitty's vulnerable pussy Lockheed felt their energies flare and mix. As he fucked the young mutant their energies spilled out of them with every thrust of his dick into her wet pussy. Lust-filled energy crashed over them in wave after wave, spilling over the room.

"No, Lockheed! Nnnooo...!" Kitty screamed out as she felt herself ready to cum.

"I'm going to cum, Emma!" Scott gasped.

"Let me feel it, Scott. I want to feel you cum," Emma said. Her sweat slick body bounced up and down on Scott's rigid pole, her large tits bounced up and down on her chest as his hands roamed over her tight ass. She closed her eyes in concentration, feeling his hands roaming over her pale ass, his face nestled between her swaying tits, her hard cock penetrating her tight pussy as she opened up their psychic bond. Her pleasure doubled along with his. Now they could not only feel their own bodies but the body of the other. She could feel her pussy being stretched and filled by his cock but also him as he stretched and filled her. Their two bodies felt truly as one.

Kitty fucked her pet back as hard as he was fucking her. With everyone of Lockheed's thrusts she thrust her hips up to meet them. As his long tongue lashed at her tits she pushed her chest up to meet it. The thought of Lockheed as a sexual being had never entered her mind before but now she fucked him with all the lust she had ever felt for any other lover. Except for a small part of her mind that realized she was being used and was screaming at her to stop, to scream for help. But it was a very small part.

"I'm cumming, Lockheed! I'm cummmiiinnnggg!" Kitty shouted as pleasure coursed through her and her tight pussy clamped around Lockheed's thrusting cock.

As Lockheed felt the young human orgasm and her energies released he grunted as he came as well. His cock pulsed as he shot load after load of hot cum into Kitty's convulsing pussy. His energies joined hers and flowed through the room like a tsunami.

"I'm cumming!" Scott and Emma cried out together as they came at the same time. With their psychic link wide open their orgasm washed over them like a tsunami.

Emma felt the dark pleasures of another outside the periphery of her psychic abilities. A strange energy similar to hers and Scott's, but colder. She felt it slide across her mind and quickly shut down her powers as she collapsed against Scott.

"Emma? You ok?" Scott asked around his face full of sweat slick cleavage. He gently rolled Emma onto her side and brushed her mussed hair out of her face. "Emma, is something wrong?"

Emma took a moment to compose herself before answering, "Yes. Yes. I'm fine. That was just... a little more intense than usual, is all."

"Did I hurt you?" Scott asked worriedly.

"No, no, darling. Just tired is all. After the day we've had. So much psychic energy washing over everyone. I should have been more careful," Emma said as she rolled over on her back to stare at the ceiling, her amazing breasts barely sagging against gravity and glistening with sweat. "Just a headache is all, Scott. Nothing more."

Scott looked intently at Emma. He knew something was wrong but it would be pointless to press the issue. She had opened up a great deal since joining the X-Men but the White Queen was still a very private person. "If you're sure."

"Of course. Let's get some sleep. Still more work to do tomorrow," Emma said as she slid off the bed and walked to their restroom, her tight ass swaying back and forth to give Scott a good show. She stared into the mirror and thought, "Who was... No. It wasn't a who. What was that?" She quickly shut down her train of thought as Scott eventually joined her to clean up. When she thought he was going to press the issue she distracted him by dropping to her knees and cleaning his cock and balls with her warm tongue.

After Scott helped Emma with cleaning herself they made their way back to bed but it was a troubled sleep for the White Queen. Dreams of storm clouds the size of mountains and oceans filled with tentacled horrors filled her dreams.

In Kitty's room the young mutant slept nude on cum and sweat soaked sheets. A combination of her's and Lockheed's cum trailed out of her well-fucked pussy. Lockheed watched her from the window sill as she snored lightly.

"She is mine," Lockheed thought. She was to him as he was to others. Aged others. Powerful others. He knew now what he needed and who he had served. Since he was ripped from them with no way to return he would need to bring the Great Old Ones, the Ancient Ones, to him. To home. And Kitty would be the first to help him.

To be continued...


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