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: MC, M+/F+, Ncon-Con, Multiply pairings

Astonishing X-Men: This Is Not The Whedonverse Part 2
by Muhabba

The first thing Kitty saw in the morning was Lockheed staring at her from the windowsill and she knew what she needed to do. And she knew whom she was going to do it with. She dressed quickly in only a loose T-shirt and baggy pants, for easy access, with sandals and made her way from her room to the school proper. It was only a few minutes from her room to the class she wanted and she quickly knocked on the door.

"Enter," a cold voice from inside the classroom answered.

Kitty opened the door and poked her head in.

"Ah, Ms. Pryde," the White Queen sneered from behind her desk. "I trust you have a good reason for interrupting my class."

"Sorry, Emma," Kitty answered. "I need to see Wing."

Emma pointed at Wing and motioned for him to leave. "Very well. Have him report back for his homework."

Wing nervously gathered up his supplies and joined Ms. Pryde in the hall.

Kitty closed the door behind Wing. "Follow me, I need to see you in my office," she said as she leaned closer to him. "Privately," she whispered.

Ms. Pryde walked in front of Wing on the way to her office and he watched her tight ass swish back and forth the whole way. When they reached her office she gestured him inside and closed the door behind him.


Wing spun around and looked at the locked door. "Did she just lock us in?" he asked himself.

"Have a seat," Kitty said as she gestured to the couch set off to the side of her office. She watched Wing's tight, little ass as he walked towards the couch and then slumped down. "I bet you're wondering why I asked you here," she said as she leaned against her desk.

Wing grunted in response as he stared at Ms. Pryde's chest and her obviously hard nipples. He licked his lips as a sudden image of him sucking on his teacher's firm tits flashed across his mind.

Kitty turned around and bent at the waist, thrusting her ass up as she pretended to shuffle papers. "Well, I just wanted to see how you were. It was a pretty stressful day yesterday."

Wing grunted again in response as he stared at his teacher's firm butt and the way the seem ran through her luscious cheeks. He licked his lips as a sudden image of him tonguing Ms. Pryde's tight ass flashed across his mind.

Kitty stood back up and walked over to the couch and sat next to Wing, placing her hand on his knee. She began running her hand up and down his thigh as she leaned closer to him, rubbing her braless tits against his shoulder. "Are you feeling it, Wing? Are you feeling... stressed?"

Wing grunted in response as he stared at Ms. Pryde's hand rubbing the inside of his thigh.

"Would you like to know what I do for stress?" Kitty whispered breathlessly into Wing's ear.

Wing couldn't answer. His brain was flooded with every adolescent fantasy every boy had ever had about their young, hot teacher. He was stunned, voiceless and incapable of moving. The Juggernaut could crash through the wall of Ms. Pryde's office and he wouldn't move. His hard cock throbbed in his pants less than a inch from his teacher's warm hand.

"Close your eyes, Wing," Kitty whispered.

Slowly Wing closed his eyes.

"Imagine you're flying," Kitty continued. "Imagine the air flowing around you, over you, through your hair, across your body."

Wing imagined himself flying, it was the only thing he thought of more than sex.

"Through the air, the wind kissing your skin," Kitty continued.

In Wing's mind he was flying across the sky, naked, holding his sexy teacher's hand as she flew nude beside him.

"Can you feel it, Wing?" Kitty asked. "Can you feel the air on your skin?"

Wing nodded his head as he answered, "Uh huh."

"Are you more relaxed? Less stressed?" Kitty whispered.

"Uh huh," Wing answered.

"Well, it sure doesn't look like it," Kitty giggled mischievously.

Wing could barely hear his teacher as he imagined the swirling air caressing his naked body. Suddenly his eyes shot open as he realized he wasn't just imagining it. He looked down at his lap and realized he was naked. He saw his clothes in a pile at his feet and looked over at Ms. Pryde in embarrassment.

Kitty looked down at Wing's exposed, throbbing cock. "Yummy," she giggled as she wrapped her hand around the base. In a flash she had her head in his lap, letting his warm meat fill her mouth.

Wing looked down at his teacher's head bobbing up and down in his naked lap. He realized she must have used her power to strip him and now... now... now his sexy teacher was sucking his cock? He was living every schoolboy's dream! This was the best thing to ever happen to him! Pure bliss filled his mind and he was barely able to choke out, "Ms... Ms. Pryde..." before he was stunned back into silence when she grabbed his balls and swirled her tongue across the sensitive tip of his prick.

"Mmmm..." Kitty moaned in satisfaction. She didn't know if all of her students' cocks tasted this good but her pussy throbbed at the idea of finding out. As she swirled her tongue around Wing's cock-head she squeezed and massaged his cum filled balls in one hand and jerked him off with her other. "Oh my God," Kitty thought. "I should have been doing this since school started."

As Ms. Pryde feasted on his cock, Wing began thrusting his hips up to meet her bobbing head. Already he couldn't stand it anymore, it was just to much; the feel of her hands on his balls and dick, her lips stretched around his shaft, and her tongue licking and lapping his tip, he knew he couldn't last much longer even though he wanted to last, needed to last longer, take the time to enjoy this but his body was ready now. "I'm going to cum!" he shouted as he unleashed years worth of lust addled cum into his teacher's sucking, talented mouth.

As her student came in her mouth Kitty began hungerly sucking down Wing's thick seed. She left her mouth wrapped around the tip and used her hand to pull up and down the shaft, making sure to squeeze out every last drop. She moaned deep in her throat as her student's warm cum filled her belly and she licked up every last bit. She finally released the softening cock with a wet pop and sat back up, grinning at her panting student. "Yummy."

Wing stared at the sexy X-Woman in disbelief, "Ms. Pryde?"

Kitty ruffled Wing's hair playfully as she got up off the couch and stood in front of him. "I guess that could have gone on longer, huh?" she smirked.

Wing just stared at her in abject worship.

Kitty bent down and delicately grasped Wing's soft prick, slowly pulling at it and working it back to hardness. "You know what you have to do now, right?"

Wing nodded as he reached up and slid his hand underneath Ms. Pryde's shirt to cup one of her small tits as he answered, "Fuck."

* * *

Emma Frost sat behind her desk and stared in lust at the dozen students in her class. When she had woken up this morning she was desperately horny but with Scott already gone to their office she had taken matters into her own hands, so to speak.

Laying in bed Emma had used her fingers to quickly get herself off, plunging them deep into her gushing cunt and nearly attacking her G-spot and clit. Somewhat satisfied she had tried to shower when the need to cum overcame her again. Her hands attacked her body once more as she stood under the hot, steamy water, squeezing her large tits, pinching her aching nipples, sliding her fingers deep into her needy pussy and even fingering her tight asshole. After her orgasm she had quickly dressed and just barely made it to her first class before the final bell.

Now the White Queen sat in her own lust filled juices and looked over her class with a predator's eyes. Her tight, white leather pants felt 2 sizes to small around her hot groin and her white bustier heaved with each panting breath causing her large tits to nearly spill out. Her hard nipples scraped the smooth material and sent electric shivers coursing through her over-stimulated body. And the fact that she was one of the world's most powerful telepaths was only making it worse.

Every single adolescent fantasy that swam through her students' minds flashed across Emma's mutant brain. In one student's mind he had her and all the female students bent over at the waist and holding their ankles as he thrust himself into their wet pussies one at a time. In another mind the young female student was pulling a train in the boys locker room to congratulate them on winning a game. In another male student's mind he was using every female student and teacher as his private harem. Even with everything that had happened, the de-powered mutants across the globe and the fear that it caused, you could count on a teenager to still dream about sex. And with the way she usually dressed, most of the students dreamed about the White Queen.

When Scott had first told her the school would remain open and classes were going to continue as a sign of normalcy Emma had thought he was crazy but now, as horny as she was in a room filled with a dozen of hormonal students, she thought it had been the greatest idea in the world. She now peered hungrily at her students, "So many pretty pieces of meat. All mine," she thought.

Clinically, detached, predatory, amorally, Emma Frost the White Queen smirked, readjusted her top until it barely contained her heaving breasts and walked in front of her desk to glare imperially at her students. "Attention, my little students," she said as she crossed her arms under her large tits, lifting them up and squeezing them together. She paced back and forth in front of her class, making sure to sway her hips as all eyes turned towards her. "Since this is an Ethics class, who can name what it is that a mutant must never do?"

All the male students were to busy staring at their teacher's ass and tits to pay attention as well a more than a few girls, but one of the female students tentatively raised her hand.

Emma sauntered over to her teaching desk and reclined against it, stretching out her long legs in front of her and thrusting out her impressive chest. "Tessa, yes?"

The curious girl stood up and timidly spoke, "A mutant must not use their powers to take advantage of someone else."

Emma smirked, "A simplified answer but essentially correct." She looked over her class and licked her lips. "Can anyone tell me how this is different form a human with a born talent?"

The class was silent. Emma shrugged her shoulders, sending a delicious jiggle through her pale, creamy cleavage. "Then that's your assignment for today. Research the problem and submit your answers before the end of class," she said as she sauntered back to her chair and sat down.

With their views of their sexy teacher blocked behind her desk the students all began their assignment and Emma closed her eyes as she began using her mutant talents to rifle through their minds again.

One student's fantasy screamed like neon in his mind. In his fantasy the young man got up out of his seat and approached Emma, his cock hard and ready. He gripped Emma's bustier and ripped it off her body, releasing her large tits in a jiggling wave. She screamed in fear as he grabbed and molested her chest, causing her pale nipples to harden in unwanted pleasure before throwing her to the ground as all the students gasped and shrieked in surprise. He quickly ripped her tight pants from her long legs and bared her wet, bald cunt. All of the students' clothes disappeared and all the female students gasped with appreciation when they saw his huge prick as he quickly mounted their teacher, thrusting his hard cock into her wet core, Emma screaming in pleasure as he violated her but the screams quickly turned to moans of unwanted pleasure as he raped her. She began thrusting her hips up to meet his hard cock, unable to deny the pleasure he was forcibly giving her. As she wrapped her long legs around his ass all the students began cheering him on.

Emma's firm tits strained against her top and her needy pussy churned as she enjoyed her student's daydream before switching to another student's mind.

This student approached Emma's desk in shame at having forgotten his homework. He dropped his pants, exposing his tight little ass as he bent over her desk and she turned her body to hard diamond. Her cold, firm hand fell across his now pale ass-cheeks and he grunted in pleasure as she made contact. Every time his teacher's hand slapped against his sensitive skin his cock began to harden. Finally his cock pulsed against the cool front of the desk, smearing it with his pre-cum as she knelt beside him. He turned to face his teacher and she began slapping his hard cock with her diamond-hard hand until his cock spasmed and he came across her shining skin.

Emma moaned in lust, oblivious to her students, her class, the school or even if there was an outside world. Sitting behind her desk in front of her class she undid her bustier and released her large tits, stroking the silky skin and pinching her hard nipples as she pursed her lips and cooed in pleasure.

In one of her female student's fantasy Emma called her to the front of the class and instructed her to remove her clothes. When the girl was naked Emma had her climb up on top of the desk and lay flat on her back. Emma addressed the class and instructed them that the ethical thing for males to do was to make sure that their female partners always climaxed first. Emma had all the male students line up by her desk and strip down and the female student smiled and licked her lips as she lay in anticipation. The girl sighed as the first boy crawled up between her legs and placed his hard penis at the entrance to her vagina. He slowly slid deep inside of her and she moaned in bliss as he filled her and stretched her tiny vagina. He worked himself in and out of her until she came and then he crawled off of her to be replaced by another student. Penis after penis filled her over and over again as she came again and again.

Emma smiled and licked her lips, her eyes still closed as she watched her students' perverse fantasies and began pulling down her tight pants. With her pants pooled around her ankles she spread her knees and began stroking her hungry pussy with one hand as her other hand went back to playing with her heaving tits.

In another female student's dream Emma angrily shouted, "Enough!" as she launched herself out of her desk. She shrieked that she had had enough of her students' slutty behavior and that if they wanted to act like whores than she would treat them like whores. Emma grabbed the female student's ear and dragged her up to the front desk and bent her over the desk as Emma ripped her student's pants down to expose her plump ass. Emma bent down and parted her student's tight ass-cheeks to expose her tiny asshole and plunged her tongue deep into her student's ass, causing her to scream out in a mixture of pain and lust. Emma tongue raped her student until her student screamed out in pleasure as she came. Emma stood up and held her student's ass-cheeks apart letting every student in the class take turns ass fucking her to orgasm over and over again.

Emma's luscious body shook as an orgasm rolled through her. Her fingers were coated in her cream as she tugged her nipple with her other hand and moaned out in pleasure. Her mind was filled with pleasures and she stretched out in her chair, letting her naked body bask in post-orgasmic bliss. And suddenly she was filled with a sense of... loss? Her strange feeling of loss caused her to sit up quickly as she opened her eyes in shock and gasped out at the sensation that something had been taken from her.

A noise off to her side caught Emma's attention and she looked at her students, quickly forgetting about the strange sensation. All of her students were naked, all of them standing next to their desks, all of them staring hungrily at her.

Emma smiled wolfishly at her naked, horny, telepathically infected students and smirked, "Who would like to earn some extra credit?"

* * *

As the morning wore on the most dangerous man on Earth, the Wolverine, slowly walked up the school's halls during classes. "Hit the Danger room. Work off some aggression," he thought. After Emma's last telepathic session with him last night he'd finally been able to get some sleep. His dreams kept it from being as restful as it could have been but it had been better than nothing had.

Suddenly Logan stopped and sniffed the air. "Stupid, hormonal kids," he thought to himself as the unmistakable smell of sex filled his nose. "Kids should be studyin' and instead they're off ruttin' somewhere." He made his way downstairs and started towards the backstairs to the lower levels of the mansion when suddenly another smell of sex filled his nose. "Friggin' kids," he muttered as he started down the hall. As he reached the row of teachers' offices before the stairwell another scent of sex suddenly assaulted him. He stopped and a small growl escaped from his chest as his animal sharp senses began to rise, "What the flammin' hell is goin' on around here."

Logan crouched down and scented the air, the usual scents flooded his hyper acute nose and he began sorting through them. Keeping close to the ground he began crawling like a feral beast through the empty halls, trying to track the different scents. He needed to hurry before classes let out and flooded the halls with the smells of students and teachers muddling everything together. He could make out 3 different scents right now, all tinged with sex as well as something different. Something alien. Something... wrong.

* * *

As morning stretched on Scott Summers stood immobile in the halls of the school watching his students mill back and forth from class to class. This was the second time today he had stood impassive between classes, listening to his battle sharpened instincts. Something was wrong in his school. Something at the peripheral of his mind was screaming at him and he couldn't quiet place it.

As the students exited their classes into the hall he began to notice a subtle difference in some of them; most were their usual selves but a few shuffled around with a almost dazed expression on their faces while a few more looked around at their classmates with an almost predatory leer.

Scott slowly paced down the hall keeping a careful eye on his students' faces. Some of them were definitely acting strange. He slowly approached Emma's class, with her telepathic powers she was the obvious choice to ask if anything strange was happening. Suddenly he stopped and looked behind him. "Humph. Walked right past," he thought as he turned around and began to walk back. Suddenly he stopped and looked behind him at the suddenly empty hall. "Humph. Walked right past," he thought as he turned around and began to walk back. When he reached Emma's door he peered through the glass window and saw her standing in front of her desk explaining today's lesson.

As he stepped away from the door Scott closed his eyes and concentrated, "What just happened?" He looked back at Emma's door, "Did she just..."

"Emma's really going to have to start helping me with these bills," Scott said to himself as he leaned back in his chair and stretched his legs out under his desk. Xavier had never warned him that being a Headmaster was such a tedious job. If only his head would stop throbbing.

* * *

Emma came again as one of her female students lapped at the White Queen's gushing cunt and a male student fucked her large tits, spraying his sperm across her beautiful face. "Oh Scott, I'm so sorry," she thought as she was once again filled with a sense of pleasure and then followed by the strange sense of loss. As the girl moved away from Emma's pulsing groin a male student laid down on top of her and thrust his hard cock deep into her pussy, causing her to squeal in delight.

"Somebody help me," Emma thought as she felt her orgasm start to rise.

* * *

"So I see you and our Ms. Pryde are spending a great deal of time together lately," Hank McCoy said from his position in front of his computer screen. "Just 30 more degrees if you please, Peter."

Peter Rasputin was currently in his organic steel form and moved the large, metal tube slightly to the left. "Da," he answered. "Since my... Resurrection. She say we are, 'Making up for lost time,'."

"Excellent. Leave the coupling there and bring me the Extant Box next, if you please," Hank said as he started the computer program and leapt up, landing with feline grace next to his friend. "With as long as you two have been carrying a torch for each other... Well, I imagine there may come a time where the rest of the team will need to break you two apart with a hose. For safety's sake."

Peter smirked as he resumed his human form, "You are, perhaps, no good with innuendo, Henry."

Hank chuckled as he affectionately patted Peter's back. "These things sound so much better in my head," he said. "I just mean to say to be careful. With all the repressed feelings you two have for each other, it could turn... volatile."

"And with Kitty being ninja, that would be extremely dangerous," Peter said before adding with a sly smile, "For me."

"Ha! Yes indeed, my boy. Yes indeed," Hank laughed.

As the two friends crossed the lab Peter resumed his steel form as the approached a large stack of equipment that Hank had ordered. Peter lifted up the largest and turned his head back to Hank, "What of Agent Brand, Henry. Are the two of you exploring your 'repressed feelings'?"

Hank took a moment to compose his answer, "There is very little 'repressed' about Agent Brand."

"Green hair, take-charge attitude, in charge of planetary security. I imagine that is very true," Peter said as he smirked.

* * *

As the last class before the lunch-hour filed into her classroom Emma rifled through her students' minds, beginning to pick and choose which fantasies she wanted to live out. So far she'd been raped to orgasm three times, pulled two trains, spanked half a dozen students, been spanked by twice that many, taken multiple loads of cum in her every hole and been drenched by loads of their thick, hot seed. Now she sat nude behind her desk playing with her tits and wet cunt while giving the telepathic illusion of simply sitting bored, waiting for them to take their seats.

As she allowed her mind to roam free Emma took a fleeting moment to touch Scott's mind. He was still in his office under the illusion of paying the school's bills but she knew that eventually he'd break free of her telepathic manipulation and she hoped that he would just stay under long enough for her to come up with a plan. A sudden shadow fluttered just outside of her awareness.

"Logan," Emma whispered. She felt his mind with the most fleeting touch she was capable of, he suspected something but nothing specific yet. Another problem to deal with.

Emma peered at her students in frustration and not just sexual frustration. She knew something was wrong, wrong with her, wrong with what she was doing, wrong with the effect she was having on the students she was fucking mercilessly. But something was stopping her, something had infected her and was stopping her from seeking help, compelling her to infect as many others as possessable.

With her students now seated Emma walked over to the door and placed a telepathic web in front of it. Any desire anyone had to walk to her classroom door would be replaced with the desire to walk past it and then forget why they were there in the first place. She walked to the front of the class and dropped her illusion, letting her class finally seeing her glorious body.

The class was stunned into silence.

Emma grinned. "This isn't a lecture, class. It's active participation today. Do as I do, class," she said as she unleashed her telepathic perversions across her class.

All of the students stood up as one and quickly removed their clothes as the White Queen's pussy throbbed in anticipation. All their ripe bodies, hard cocks, wet cunts, firm tits and plump asses were all hers. She sent out a wave of lust and chuckled as she watched all the boys' cocks rose up at the same time and the girls' nipples hardened and their pussies glistened.

In an instant the orgy started. One boy laid flat on his back, his hard cock pointing straight up as Emma gripped the base and lowered herself down. She smiled and moaned as the hard prick stretched and filled her hot pussy and one of the girls quickly sat down on his face. Emma leaned forward and kissed her female student as another male student slowly began pushing his hard prick into Emma's pale ass. Emma cooed as the boy finally bottomed out inside of her ass and she broke her kiss with the female student. Another female stepped over the boy on the floor and rubbed her juicy cunt against Emma's face and Emma began lapping at her student's tasty pussy as the female student riding the boy's face began tonguing the standing girl's ass. Emma began rolling her hips back and forth, filling her ass with hard cock as the prick in her pussy slid partway out before reversing her direction, stretching her hungry pussy with dick as the prick in her ass began sliding out. Her body shook and vibrated with pleasure as she used her mutant powers to command her students to see to her every sexual need.

The female student humping Emma's face gripped the teacher's blonde hair and yelled as she came, her sweet juices spilling into her teacher's lapping mouth. The girl shuffled away and Emma leaned forward, kissing the girl riding the male student's face and shared the taste of the girl's sweet cum with her as Emma plunged her tongue into the girl's gasping mouth. When the girl had lapped up the last of her classmate's cum Emma bent down and began nursing at her tits, sucking hard at the little nubs and lashing them with her tongue.

"Oh, Professor Logan," a voice moaned out from the sea of writhing students.

Emma released her wet hold on her student's firm tits and tried to look around for the owner of the voice but her vision was blocked by the student fucking her ass. With a small effort her powers flashed and the 3 students she was fucking all came at the same time. The girl shook as her orgasm crashed through her and her cum flooded the boy's face. The male student underneath and the one behind her grunted and thrust their hard pricks deep into her and came, filling her hungry pussy and clutching ass with their cum. As the boy unleashed inside of her, Emma's own orgasm crashed through her, every muscle in her body clenched and tightened at the same time as pure bliss flooded her mind. And just as with every time before, she felt it all flow away from her.

As the group disentangled themselves Emma stood up, the boys' cum dripping from her pussy and ass as her chin gleamed with the girl's juices.

"Oh, Logan. Fuck me professor, please," the voice called out.

"My, oh my," Emma said as she found the girl panting Logan's name. Hisako sat riding one of the male students, her tight little body sliding up and down his hard prick.

Inspiration struck Emma. "Miss. Hisako, may I see you at the front of the class?"

* * *

As all the students ate their lunches in the cafeteria or outside on the grounds, Kitty made her way to the Runaways dorm. She had located all the members on the security cameras and only one of them was alone. She quickly changed into her X-Men uniform knowing how much her target liked women in power and quickly walked down to meet him. She took a moment to make sure her hair was framing her face just right before knocking on the door. "Chase? It's Kitty. Are you in there?" she announced as she quickly pinched her nipples to full hardness and pulled her uniform tight into the crack of her ass as she waited.

Chase opened the door and poked his head out. "Yeah? What's up..." he started but was stunned into a stupid silence as he stared at Kitty. Her brown, curly hair was done up and seemed to flow around her like a chestnut halo, her make-up was done expertly and her lips glistened scarlet and her usually snug uniform looked tight enough to have been issued to her when she had first joined the X-Men when she was 15. "I, ah... ah... ah..." he stammered. He leaned against the doorframe and crossed his arms, flexing his biceps and trying to look cool. "I mean, sure. What's up?"

Kitty toyed with her hair, twirling it around one finger as she pushed her chest out. "Well, I had some free time and I thought you could take me out to the Leapfrog. I'd love to hear about all that mechanical stuff you do to it."

Chase didn't even bother to think about the obvious lie Kitty was saying, he'd take any opportunity to show a hot girl like her the Leapfrog. "Sure, babe. Let's go," he said, trying not to sound excited.

"Why engineers from the future made a ship that looks like a frog, I will never know," Kitty thought to herself after they had reached the ship and tried not to smirk as she paced back and forth in the cabin of the Leapfrog. She let Chase drone on for awhile about everything he had done to the ship as she barely looked interested.

"...and that's how I saved all of our lives from the Kingpin." Chase said excitedly. He licked his lips and quickly readjusted himself as he dick hardened at the sight of Kitty bending over in front of him. She was bent over at the waist with her tight, muscular butt pointed straight at him.

"Uh huh," Kitty said off-handedly when she noticed Chase had stopped talking. She bent back up and turned slightly, giving him a view of his profile as she thrust out her chest and ass as she spoke, "And you're the pilot?"

"Oh yeah," Chase answered. "Pilot and captain."

"So where's your captain's chair?" Kitty asked with a raspy voice.

Chase grinned and leapt into the pilot's chair. "Right here, babe," he said as he began fiddling with the dials. He was so engrossed he barely heard Kitty come up behind him. It' wasn't until she leaned over, stretching for the controls and rubbing her obviously braless tits against his arm that he stopped paying attention to the controls.

Kitty slid her tits against Chase's arm as she stood up to his side. She walked in front of him and bent at the waist, pretending to look at the console, her tight rear-end nearly touching his face. "Does it steer using a console or a stick?"

Chase couldn't answer. He could feel the heat coming off of Kitty's groin.

Kitty stood back up and lifted her leg over Chase, straddling his knees while still facing away from him. "Let's find out," she said as she lowered herself down and sat on his lap. She could feel his steel hard cock pressed in between her ass-cheeks. "Mmmm..." she moaned. "I knew it would be a stick."

Chase was stunned, he couldn't move, he couldn't speak. All he could do was moan slightly as the sexy X-Woman sat on his stiff pole.

Kitty braced herself against the console and began rolling her hips back and forth, rubbing her ass against Chase's hard prick with her sudden lap dance. Her hot pussy throbbed at the feel of his cock pressing against her and her nipples sizzled as the hard nubs rubbed against the inside of her leather costume.

He couldn't move. Didn't dare move. Whatever witchcraft had caused Kitty to suddenly begin giving him a lap dance, Chase was too afraid to accidentally break the spell.

Kitty loved the feel of the slick leather of her costume rubbing across Chase's erection and could have probably spent all afternoon continuing rubbing herself against him but something in the back of her mind spurred her on. She stopped her gyrations and leaned back against his chest. "Don't you want to touch me, Chase?" she asked as she stared lustfully at him from over her shoulder.

"I... Uh... I'm..." Chase stammered.

"Here," Kitty whispered. "Let me make it easier for you." She braced herself on one leg and slowly raised her other leg up until her knee was parallel to her head. She used her hands and the leg on the floor to slowly spin herself around, her ass twisting on top of Chase's dick, the back of her thighs rubbing his shoulder. Now facing him she lowered her leg and now sat facing him with his cock throbbing against her hot cunt. "Step one," she said as she smiled.

Chase drooled. He had never seen such a limber girl.

"And now, step two," Kitty said as she gripped the front of her uniform and activated her powers. She pulled her uniform off completely with one tug, now sitting completely naked as she straddled Chase's lap. "Ta da!"

With an eyeful of firm superhero tit Chase licked his lips. He took a quick look at Kitty's face and saw that she was grinning at him with malicious glee. His eyes slid slowly down, back to her chest, down her flat stomach to the perfectly shaved juncture of her spread thighs.

Kitty reached between their bodies and began to quickly unfasten Chase's jeans. She reached in and firmly gripped his cock and pulled it out as she began jerking on the hard meat. He gulped and looked at her grinning face. "So, what about that touching?" she giggled as he began to respond. His hands slid up her sides to her heaving chest and palmed her firm tits as she continued jerking him off. His thumbs slide over her excited nipples and caused her to shudder as his hands slid back down her sides. His hands slid around her, down her back and then cupped her tight ass. "Good touch, huh?" she giggled as he squeezed her muscular cheeks.

"Wow," Chase gasped out as he squeezed the horny X-Woman's firm ass. He had never felt an ass this tight and the twin globes seemed to fill his hands perfectly. "Just... Wow."

Kitty giggled again at Chase's complement as she lifted herself off of his lap slightly, positioning the tip of his prick at the entrance to her hungry pussy. "Ever wanted to fuck a superhero in your Captain's Chair?" she said as she continued to giggle before impaling herself on his ridged prick. "Oh, fuck yes!" she squealed in joy as the hard tool filled and stretched her tight cunt. "Yes!"

Chase gripped Kitty's hard ass-cheeks and began to desperately thrust himself fast and deep inside of her sexy body. He bent his head forward and latched on to one of her firm tits, sucking on the hard, brown nipple and causing the horny girl to scream.

"Fuck yes, Chase! Fuck me and suck my tits!" Kitty screamed. She held on to Chase's head and shoulders since he was fucking her hard enough to launch her off his lap. She panted and moaned as he fucked deep inside her body and she could feel her juices splashing down onto his lap, his jeans stilled pulled up and scraping against the tender undersides of her ass and thighs. "Fuck, fuck, fuck..." she chanted as she was bucked, thrusted and pulled this way and that like a rodeo.

Chase switched from tit to tit, his tongue trailing up Kitty's chest and neck. He reached her face and thrust his tongue inside of her mouth, caressing her tongue and moaned as she began to kiss him back.

Kitty placed her hands on either side of Chase's face as they kissed and she raised her toned legs up, wrapping them around the back of his chair. She felt her passion rise and knew she was about to explode and wanted to make sure she wouldn't get thrown off.

Chase could feel his dick push deeper into Kitty's sweaty body with her new position, it felt like he could be rubbing against the back of her belly button. He felt his balls tingling and tighten an instant before he came. He held onto the horny X-Man's hips and pulled her tight against him as he thrust deep inside of her, his cock unleashing wave after wave of thick, hot cum.

With the first shot of Chase's cum splashing inside of her churning cunt Kitty came, screaming her pleasure into his mouth as she continued to tongue wrestle with him. His cum mixed with her juices and spilled out, covering his lap and the underside of her ass as she rode their orgasms. Their bodies tightened and her muscles coiled as wave after wave of pleasure coursed through them and they both moaned in pleasure.

In the back of her mind Kitty heard and alien voice hiss, "More."

* * *

After his encounter with Ms. Pryde, Wing knew what he had to do and he knew who his first partner would be. Stopping at the entrance to Cerebra long enough to type in the access code he walked in and saw the identical triplets Celeste, Irma and Phoebe, the Stepford Cuckoos.

"Ladies, ladies, ladies! Am I glad to see you," Wing shouted as he activated the security alarm on the door.

The Stepford Cuckoos had been originally quintuplets, all identical, all blonde, all with powerful psychic powers and all beautiful. All were dressed identically with light purple skirts and matching blazers over white blouses. They were once again working at Cerebra to locate any mutants worldwide and didn't even turn around to acknowledge Wing when they spoke to him as one, "Is there anything we can help you with? Not all of us have as much... free time as other students."

Wing smirked, "Ignore me if you want," he thought. "In a minute I'll be the center or your world." "Don't mind me," he said smugly to the Cuckoos. "I just have a message for Celeste. From Ms. Pryde."

Celeste didn't even bother to turn around as she spoke, "Are you sure Ms. Pryde didn't just tell you that to keep you from hopelessly following her around? She could have just used the comm system after all."

"I just do as I'm told," Wing answered. "I have to give the message to Celeste. In private."

"Humph," the three girls said as they all turned around as one. "As if Celeste won't tell us the moment after she hears it," Irma and Phoebe said at the same time and Celeste stared at Wing like he was something she had just scraped off her shoe.

"Like I said, I just do as I'm told," Wing said with a shrug and a cocky smile. He bowed and gestured dramatically at the door. "M'lady."

"Humph," Celeste said as she walked away from her sisters, passed Wing without even looking at him and strutted out the door.

Wing leered at Irma and Phoebe for a moment before joining Celeste in the empty hall.

Celeste crossed her arms under her breasts and cocked an eyebrow at Wing. "Well? What's the message?"

Wing shuffled up to her, not even arms reach away. "Don't you know? Can't you read my mind?"

"Eww," Celeste said in disgust. "Why would I want to read your sweaty mind. You're probably just day-dreaming about Ms. Pryde again."

"I figured you couldn't do it without your sisters," Wing said dismissively, taunting the lone Cuckoo.

Celeste turned her nose up at her classmate. "You just want me to massage your brain. I'm not amused and I'm not falling for it."

Wing waved his hand dismissively at Celeste again and made like he was going to walk away, "OK. Whatever."

Scowling at Wing's back Celeste used her mutant power to read his mind. "I'll show you 'whatever'. I'll show you..." her voice suddenly dropped off as a sliver of ice ran from his mind to hers. "Show you... what are... what are you showing... what is that?"

Wing suddenly spun back around and gripped Celeste's shoulders, slamming her against the wall and thrusting his tongue into her mouth. As he roughly kissed the beautiful young girl he braced one of his forearms against her chest, pinning her to the wall and reached his other arm down between their bodies. He gripped the hem of her skirt and yanked it up to bare her panty-covered crotch. He shoved his hand into panties and palmed her small pussy, drawing a moan from the shocked girl.

Celeste half-halfheartedly tried to shove Wing away and beat at his chest. She could feel whatever was in his mind creeping slowly into hers, filling her, invading her contaminating her. Her pale nipples hardened as she thrust her suddenly wet pussy against his questing hand and opened her slender, white thighs to give him easier access.

Wing broke the kiss as Celeste moaned in pleasure and smirked at the helpless girl. "What were you going to show me, Celeste?" he whispered as he licked her face from her jaw to her temple. "Was it this?" he asked as he thrust his middle finger deep inside of her tight pussy. The power he felt over dominating this normally cold, snobby, beautiful girl made his cock painfully hard as he relentlessly finger fucked her. He pulled his arm from her chest and gripped her blouse, pulling it out from her skirt. "Or maybe these?" he said as he yanked her blouse up to reveal her medium sized, bra covered tits before burrowing his face into her creamy cleavage.

Celeste began thrusting her hips up against Wing's finger, fucking herself against his hand. With her last bit of will she reached telepathically for her sisters' minds but was unable to penetrate the psychic shields surrounding Cerebra. "Who activated the security shields," she wondered as she moaned in unwanted pleasure as Wing pulled the cups of her bra down, freeing her tits as he began palming one of her firm breasts and sucking the hard nipple of the other. She had one last chance. She opened her mind to search for Ms. Frost, what she found was a mental image of her favorite teacher sitting at her desk being serviced by all of the students in her class. Ms. Frost had one of the students, Hisako, spread eagle on her desk and alternating between talking to her and lapping away at the young girl's gushing pussy. There was no help for her, she was on her own. And as Wing pressed his thumb against her hard clit, sending her into orgasm, she knew that she had lost.

Wing shoved his middle finger as deep into Celeste's tight cunt as far as he could and pressed his thumb against her clit, making her cum. He could feel her already tight pussy clamp down on his invading finger as her juices gushed out onto his hand. He felt her body twitch and shudder as she bit her bottom lip, trying to silence her cries of pleasure. He grinned in pride and power at having made the normally cold-hearted girl cum for him and then released her body, let ting her fall to her knees.

As her orgasm subsided and her thighs stopped twitching, Celeste looked up at Wing, first at his face and then to the obvious bulge in his pants. She unconsciously licked her lips.

Wing looked down at Celeste. He had chosen this sister at random, either of the others would have worked, he had just wanted to crack the icy vanity of the snobby sisters. They always acted like they were to good for everybody and he had just made one of them cum. Now it was his turn. "Well," he sneered at his young classmate, with her skirt pulled up around her waist, her panties dripping with her arousal, her firm tits exposed and heaving. "You're a telepath. You know what I want."

Even as infected as she was Celeste had to steel her resolve. Even as horny as she was she'd still wouldn't have chosen Wing to have sex with. But she was horny, he was hard, and she needed it. She licked her lips and looked up with a doe-eyed expression as she ripped open his jeans, revealing his hard cock. "Please, Wing. Please, let me suck your cock. Please fuck my mouth and make me swallow your cum," she said, knowing it was what he wanted.

Wing gripped the base of his dick and the back of Celeste's head as he sneered, "Take it, you snobby bitch!" He thrust himself into her mouth, stretching her pink lips, sliding over her wet tongue, and into her warm mouth. He quickly gripped both sides of her head and began jack-hammering into her beautiful face, his cum filled balls slapping against her chin. He had never dreamed of just taking a girl like this; on her knees, begging for his dick. He yelled in triumph and buried himself balls deep into her mouth, feeling her throat ripple around his shaft as she gagged.

Celeste beat at Wing's hips as he choked her with his cock. For a moment she thought about biting down on his thick meat but she decided she wanted his cum more.

Wing wrapped Celeste's long hair around one of his fist as he quickly pulled his cock out and began jacking himself off. He aimed his throbbing prick at her face and came, erupting over her face, covering her in his thick cum. As his cock finished spewing it's load on her he used his dick to rub his warm seed around her face and hair, grinning like a madman the entire time.

"Fucker!" Celeste yelled out and punched Wing in the stomach. He bent over and fell against the wall with his cock still hard and pointing straight at her. "You ruined my make-up!"

Wing chuckled, "You look better this way."

"Simpleton," Celeste said as she stood up, removing her panties and straightening her skirt. "My sisters will know something is wrong from across the room. You were, of course, planning on taking all of us, correct."

"Um, yeah. Yeah, of course," Wing stammered. He actually hadn't thought that far ahead.

Celeste glared at Wing over his obvious lie. "Simpleton," she muttered as she tucked her tits back into her bra and straightened her blouse. She decided her panties were far to damp to use and held out her hand to Wing. "Your shirt. Hand it here," she ordered.

Wing took off his shirt and handed it to the cum stained girl. "So, my plan about your sisters..." he started to say before trailing off.

"You had no plan, you moron," Celeste said as she wiped the last of Wing's cum from her face with his shirt. "Luckily I do. When you see me take care of Phoebe, you take care of Irma."

"Um, which one is..."

"Irma was on the right," Celeste sighed.

"Right, yeah. I knew that," Wing mumbled.

"Let's go," Celeste ordered as they walked back to the entrance to Cerebra. As they entered and the door closed behind them Wing once again activated the security system as Celeste made her way to her sisters.

Both girls looked up as their sister approached. "You were gone awhile," Phoebe said. "Where's Wing's shirt," Irma asked.

Immediately Celeste unleashed her powers on her sisters, filling them with the same lust and corruption that had filled her. As she and Wing approached them she could see the effects were immediate as their breath caught in their throats and she could see their nipples harden beneath their matching blouses.

Both startled girls looked blankly at each other as Wing and Celeste grabbed them. They gripped both girls by the shoulders and held them firmly as they kissed them, forcing their tongues into their mouths.

Celeste pulled Phoebe to her and felt her sister melt against her, their firm breasts pressed together as Celeste pushed her hot groin against Phoebe's. Phoebe's arms tentatively wrapped around Celeste as Celeste's hands slid down Phoebe's back to cup her ass-cheeks.

Wing released his kiss with Irma and slid behind her, pressing his once again hard cock against her firm ass. He licked and kissed her neck as she stared in shock at her sisters kissing and groping each other. He ripped open her blouse and scooped her pale tits out of he cups of her bra.

Celeste gave Phoebe's delightful ass a quick squeeze before shoving her sister against the control console. She got down on her knees and quickly yanked down Phoebe's skirt and panties, baring her glistening pussy. Celeste licked her lips hungrily as she stared up the length of Phoebe's body to her confusion filled eyes. She blew lightly on Phoebe's wet pussy and smiled wickedly as her sister shuddered.

Standing behind Irma Wing pulled her blouse down her arms as he got down on his knees. He threw her blouse haphazardly over his shoulder and began yanking down her skirt and panties. With her firm ass exposed Wing gave each pale cheek a quick peck followed by a long, warm lick. He grinned as he heard her moan in pleasure and began yanking down his pants, freeing his cock. He squeezed and kneaded both of her firm globes as he watched her sisters from between her spread legs.

Celeste gripped both of Phoebe's slender thighs to spread them open and began nuzzling the hollows between where her thighs met on either side of her heated pussy. She wished she had more time, to draw the incest out, but there was no telling when someone could come down to Cerebra.

Wing yanked down on Irma's arms, bringing her down to the floor with him and rubbing his prick between her pale ass-cheeks. She didn't even resist as her eyes were locked on her sisters and what they were doing. As Wing bent her over she braced herself with her hands and knees and he raised up behind her, placing the head of his prick at the entrance to her wet pussy. She felt him take a moment to admire her up thrust ass before turning his attention to Celeste and Phoebe, there was no way he was going to miss the show either.

Celeste nuzzled her nose between the delicate folds of her sister's dripping pussy before giving a long lick to each of her swollen labia. Phoebe moaned out and gripped the sides of Celeste's head and as Celeste smiled wickedly and used the fingers of one hand to party Phoebe's puffy lips and leaned forward. She took a deep breath and then thrust her long tongue deep inside her sister's hot cunt.

As Celeste penetrated her sister with a quick thrust Wing penetrated Irma. Her tight, hot, wet pussy gripped his hard prick and he threw his head back in bliss. Taking a moment to enjoy the feel of another snobby bitch wrapped around his cock before looking back to Phoebe and Celeste he began to pull back slowly. At first he used long, slow, deep strokes causing his young classmate to moan and shudder, but the sight of the other two girls excited him to much. He gripped Irma's slender hips and began fucking into her harder, faster, his own hips a blur as his tongue lolled out of his mouth.

Celeste worked at her sister's delicate pussy, enjoying the moans escaping form Phoebe's mouth. Her sister's pussy tasted sooo good and she couldn't wait to see if Irma tasted just a sweet. And image of all three girls locked into a daisy chain while Wing was tied up, helpless to join in or even touch himself, flashed through her mind. It seemed she had just planned her afternoon.

* * *

Emma looked at the clock and saw that the class was barely half over. "She must have by now," she thought as she watched the orgy currently happening in her class. She was completely nude except for her boots and gloves and strummed her fingers on her desk. She was taking a break this hour, simply monitoring her students fucking themselves into a frenzy as she gave the occasional helpful tip.

When Emma had delved inside of Hisako's mind and saw her crush on Logan, Emma knew she had a way of distracting him from what she was doing. Not that she wanted to. She desperately wanted him, or anyone, to find out what was going on, to stop her, to help her. But some alien force wouldn't let her.

Emma brought Hisako to the front of the class, first having the naked Asian girl lick her pussy until she screamed in pleasure before implanting 2 psychic commands in her young student's mind. Both commands guaranteed to keep Logan from finding her or stopping her.

* * *

Logan crouched low and sniffed the floor. The kids had trampled and mixed the scents and now, after the kids' lunch hour, it seemed there were dozens of new scents. Hormones, sex, fucking, the halls were awash in the scents. But from where? Where was the source? Crouched low he made his way down the hall, closer and closer to Emma's classroom.

A whispered voice suddenly brought his attention back the way he had come, "Logan."

Logan peered down the hall a saw a glimpse of a red haired woman in a white gown glide around a corner. "Jeannie?" he whispered before running down the hall. He knew it wasn't her, Jean Grey had died months ago. He also knew he loved her. He knew he loved her only because of his childhood love, Rose but he loved her nonetheless. He knew it couldn't be her. But he loved her.

As he reached the end of the hall Logan saw that Jean was at the far end of the juncture, stepping up onto the stairs. Her scent filled his nose as he heard her whisper, "Logan." As he leapt down the hall and peered up the stairs he saw were turn towards the staff quarters before disappearing. He made his way up the stairs and saw her now towards the end of the hall, entering his room.

Logan crept down the hall towards his room, moving slowly, scenting the air for hidden dangers. His door was closed now and he slowly opened it and entered. She was there, holding her arms out towards him, whispering his name, "Logan." Her red hair flowed around her, her body wrapped in a gauzy, white simi-transparent gown. He could clearly see her hard, pink nipples sitting high on her large C-cup breasts. She was standing at the foot of his bed with her arms held out t o him, waiting for him as he looked up from where her feet peeked out from her grown. Through the transparent material of her gown he could see her long legs and where they met at the reddish juncture of her groin. "Jeanie?" he whispered as he closed the door.

"Professor Logan," Hisako moaned in lust as she held her arms out. "It's me, Professor. I need you."

"Jeannie?" Logan whispered again as he approached her.

"Yes, Professor Logan. It's me, Hisako."

"I thought... I saw... You died," Logan said as he looked up into Jean's beautiful face.

Hisako licked her lips in anticipation. "I haven't been hiding, sir. I've just been waiting. Waiting for you to notice me."

"I've missed you so much," Logan said with tears in his eyes.

"I want to kiss you, too," Hisako replied.

Logan reached around Jean, holding her nearly naked body to his. He leaned in a kissed her before whispering, "I've wanted this for so long, Jeannie."

Hisako ran her hands across Professor Logan's broad chest. "Me too, Professor Logan. Me too." Their lips met again more passionately and their tongues met. His hands slid up and down her back as her fingers traced up and down his thickly muscled arms.

Logan reached down and caressed Jean's smooth thighs up to her firm ass as she moaned into his mouth and she rubbed her large tits against his chest. He felt her tugging his shirt up and took a step back. He gripped his collar and yanked, tearing his shirt from his chest. He licked his lips as he watched Jean's gown fall magically from her body, leaving her completely nude.

Hisako leaned forward and began kissing Professor Logan's chest, running her fingers against his hard abs. "Oh, Professor Logan," she moaned again and again as she kissed her way down to the tops of his jeans.

Logan held Jeans shoulders and brought her up, away from his groin, "No, Jean. I've been waiting for this for to long."

Hisako nodded nervously and let Professor Logan push her back onto his bed. He laid down on top of her and she could feel the hard bulge between his legs as he kissed her deeply. He broke the kiss and made his way down to her chin and up to her earlobe, causing her to shudder in pleasure and anticipation. He kissed and nibbled at her neck as he made his way to her heaving chest and her small, firm breasts. First he kissed one hard, brown nipple, flicking it with his tongue before kissing his way to her other breast and she moaned in pleasure of her dream come true, "Oh Professor Logan."

Logan heard Jean moan his name as he teased her large tits and rosy pink nipples. He continued kissing his way down her body and lightly tongued her belly button as he made his way lower and lower. He placed her long legs over his shoulders as he reached their juncture and licked his lips at the sight of her wet pussy. He kissed each puffy, delicate lip, enjoying the taste of her as he began softly kissing around her pussy and trailing his tongue across her sensitive flesh.

Hisako screamed out in excitement, "Professor Logan!" as she suddenly came. She yelled out again as she felt the Professor begin to lap at her gushing juices and gripped his head tightly as she locked her thighs around his head. She humped her hot vagina against his face as she came, a tidal wave of pent up sexual frustration finally released. His head rolled back and forth as her body shook and absolute pleasure rocked through her. She froze for a moment, her body locked tight as her orgasm washed through her and then receded like a wave. She released her hold on his hair and collapsed back, her muscles feeling as if they had suddenly turned to jelly.

Logan looked up the length of Jean's body as it gleamed with sweat, her large tits swaying back and forth on her heaving chest as she came down from her high. He undid his pants, pulling them down and then kicking them off as he climbed up her beautiful body. When he reached her quivering tits he gave one a playful lick and caused her to moan out again. Then he reached her beautiful face and he kissed her deeply before looking deep into her eyes. "I've waited for you for so long, Jeannie."

Hisako could feel Professor Logan position the tip of his hard penis at the entrance to her dripping vagina. "Me too, Professor Logan. Please make love to me. I need to feel you inside of me."

Sliding in slowly, wanting to savor the experience he'd waited so long for, Logan pushed his hard cock into Jean's tight pussy. "So tight, Jeannie. Sooo tight," he moaned on his thick cock slowly parted and stretched her tight walls.

"Pro... Pro... Professor..." Hisako groaned as the pressure built between her legs. None of the boys in class had been this big, this thick, it felt like he was trying to shove an actual pole inside of her tight hole. The pressure was incredible, almost to the point of pain but even that felt good. She never dreamed it could feel like this, so much delicious pain she felt like her hungry pussy could snap. "So good, Professor Logan. Sooo big. You feel so good inside of meee...!" she screamed as he finally bottomed out inside of her and she came. Her tight cunt squeezed down along the length of his shaft as she could feel her juices squeeze out from between their bodies.

"Oh, Jean," Logan gasped as he felt Jean cum. He held himself still, letting her enjoy the orgasm he was finally able to give her. He'd fallen in love with her the moment they'd met, and even though she was with Cyclops at the time, Logan knew that she wanted him. He'd been crushed after her death but now fate, it seemed, had given him a second chance.

As Jean's orgasm subsided Logan pulled his cock back slightly before pushing back in, wanting to fuck her as deeply as he could. He felt her raise her hips up to meet him as he began fucking her slow and deep.

"Oh God, Professor Logan," Hisako groaned in lust. Just as her first orgasm wound down she could feel herself beginning to build again. She wrapped her slender legs around Professor Logan's clenching ass as she fucked back against him.

"Oh God, Jean," Logan groaned out. His passion was building slowly and turning to lust as he began fucking Jean faster, harder, wanting to cum inside of her hot cunt. His heavy balls slapped against her ass-cheeks as he worked his rigid tool in and out of her. He bent his head down and caught one of her hard nipples between his teeth and started sucking hard as he lashed it with his tongue.

As Professor Logan began licking her nipple Hisako felt herself peak again. "Oh Yes! I'm cummming!" she yelled.

Logan released Jean's tit and roared like an animal. He slammed his hips down, burying himself as deep as possible inside of her spasming cunt and erupted, his thick cum filling her spasming pussy.

Logan yelled, "Jean!" at the same time Hisako screamed out, "Professor Logan!" before he collapsed on top of her. They lay there together, holding each other tight, basking in the afterglow.

Hisako closed her eyes and purred in contentment until she heard Professor Logan start snoring. "Huh?" she gasped. "Is he asleep?" she wondered. With great difficulty she managed to push him off of her and onto his back. "He is asleep," she thought to herself. "Is that normal?" She looked down the length of his nude body and licked her lips at the sight of his cock, still hard and laying against his lower abdomen. "Must be his healing factor," she said as she opened her mouth and bent down.

Logan awoke with a start. "Wha? Huh?"

"Ah, Logan. You are awake. It is such a beautiful day for a nap. Would you care for a refreshment?"

Logan looked around to find his friend and fellow X-Man Ororo Munroe, the mutant Storm, approaching him with a can of beer. The tall African Queen had her white hair shaved into her foot long mohawk again but what was actually caught his attention was the fact that she was completely topless. Her large D-Cup breasts swayed with every step and were capped with hard, chocolate brown nipples. The only thing she was wearing was the tiniest thong, blue bikini he had ever seen.

"Or perhaps something' stronger, sugah?"

Logan looked to his other side and saw another teammate, Rogue, sauntering up to him. She was equally topless, her B-cup tits jiggling with each step. She too wore an equally skimpy bikini bottom, her chestnut brown hair with a large white stripe flowed behind her.

Logan looked around him; he was currently laying in a lounge chair at the pool behind the Mansion, surrounded by his friends and teammates and for some reason only the females. He could Kitty and the Asian mall-rat Jubilee, both topless, applying sunscreen to each other's chests. A flash of purple caught his attention and he saw the Asian telepath/ninja Psylocke, just as topless, working on a Martial Arts routine. Emma was there, completely naked and feeding grapes to the equally naked, blue skinned, shape-shifting villain named Mystique. Off to the side of the group was his teenage female clone X-23, called Laura.

As the two, nearly naked, women stood next to him Logan looked up, barely able to see their faces from the undersides of their firm tits. "Beer and a whiskey sounds just fine."

* * *

"Fuck Yes!" Ms. Frost screamed out in pleasure. The young male student working his cock between her legs kept up his blistering pace, his hips a blur as he fucked his hard prick into his hot teacher's tight pussy. His head was bent forward, enveloped in her creamy cleavage as he nursed at her large, jiggling tits. She had kept him from cumming for the entire length of the class and he felt like his balls were about to explode.

Emma had telepathically ordered the rest of the class to clean and dress already but had kept this one student to herself. Every time he was about to cum she used her powers to transfer his orgasm to herself, keeping the student from cumming but giving herself one orgasm after another. Every time she came her mind cleared until the strange force pulled the energies from her like a vampire and she was forced to act again. She had grabbed a cell phone from a student earlier and just as another orgasm started for her she tried to dial.

"S.H.I.E.L.D. co... comm... command," Emma panted into the phone. A tinny voice answer the phone. "Need... Need... Nick Fury," she groaned and the voice spoke again. "I know... Know... this isn't a... isn't a bloody barber... barber shop! Just... Just put... Fury on... On the... Bloody phone!" she yelled as she came again and the voice on the other end of the line cursed at her and broke the connection.

Emma screamed in frustration as she threw the phone. Only one more chance. Agent Brand. Brand had an empathic alien working on her staff and perhaps Emma could reach out for help that way. As the boy pummeled away inside of her she concentrated, dividing her mind. She concentrated on the boy's pleasure as he live out his fantasy of fucking the great and powerful White Queen. She concentrated on her own pleasure as the boy jack-hammered his hard cock deep into her wet and hungry pussy. She concentrated on avoiding the strange intelligence that ate away at her orgasms and forced her to remain silent. And she concentrated on her mutant powers to create a telepathic "Bullet" of information to aim at Agent Brand's empathic agent.

The boy couldn't believe his luck, every male student in school lusted after Ms. Frost. With her long legs, tight ass, small waist, large tits and her choices of skimp outfits the hot teacher looked like a alabaster porn star standing in front of the class each day. And today, today all the students had filed into her class room and sat down like every other day when suddenly she was naked. Simply, gloriously naked. She had smirked at the class and simply announced, "Everybody dog pile on Auntie Emma." There was no hesitation, the entire class had suddenly stripped and leapt at their naked and obviously horny teacher. Everybody, boys and girls, had gotten a turn with her hands, mouth, tits, ass and cunt and now it was his turn. His turn to drill his hot, horny sexy teacher and fill up her tight, wet, hot pussy. If only he could cum. He wanted to cum. Needed to cum. His cock and balls ached with the pressure to erupt. But he just couldn't do it. He grunted in despair and desperate need, slamming his hips against Ms. Frost, burying himself deep inside of her, sure he was finally going to cum. Then he suddenly slipped, losing is grip on his sweaty teacher's gleaming body.

As Emma's student fell on top of her, his cock buried itself inside of her at a new angle, stretching her pussy in a new and unexpected way, his groin sliding against her inflamed clit, causing her to lose her concentration for a moment. She came hard, releasing her hold on the boy's mind and letting him finally cum, his hot seed erupting inside of her spasming pussy. As her orgasm rocked through her trembling body she felt the strange entity at the edge of her mind forcing her to destroy her telepathic message. With her last bit of self-control she tried to save the message but it splintered, part going towards the alien agent working for Brand and the other part to the only man she could trust to save her.

Scott Summers.

* * *

"Emma!" Scoot shouted out in panic from his desk, his overly analytical mind quickly assessing the situation. Emma had obviously used her psychic powers to steer him away from the classroom earlier and forced him to come to their office to get him out of the way, and now she had sent him a call for help. Her psychic call was a jumbled mix of sweaty, sex filled images that a first angered and confused him but he sensed, at their core, her desperate plea for help.

Scott quickly grabbed his visor and replaced his usual ruby quartz glasses with them, ready for battle. He quickly approached Emma's class room and then slowed down, cautiously listening before getting ready to enter. He heard nothing. No voices, no sounds of struggle. With the small size of the classroom he only had one way to approach. He crouched low to the ground, took a deep breath, flung the door open and rolled into the room ready to leap to his feet and blast his unknown opponent with his eye blast. He never made it to his feet, the sight of Emma licking cum off the tip of one of her student's erect cock left him floored, literally.

"Mmmm. Hello, Scott," Emma purred before whispering a simple command backed up by her telepathic powers. "Dream."

"What, exactly, is going on, Emma?" Scott asked.

"We're enjoying an afternoon off for once," Emma said as she walked up behind him. She bent down and kissed his cheek as she placed a tall glass of lemonade on the patio table in front of him. She sat on the wicker chair next to him, her long legs wrapped in a pair of short shorts that rode up high as she crossed her legs. She flattened down the front of her gauzy blouse that was so transparent that if her nipples were any darker they would have been clearly visible. "Or aren't newlyweds allowed to enjoy a lovely Alaskan afternoon?"

Scott took a swallow of his sweet lemonade as he stared at his wife's luscious body. "No, no. We do," he agreed.

"You got that right, mister," Jean said as she came up behind the couple and sat down on the other side of Scott across from Emma. "Us newlyweds deserve a afternoon off."

Scott and Emma looked appreciatively at Jean who was wearing shorts longer than Emma's but was also wearing a flannel button up shirt tied in a knot beneath her braless tits.

"I agree," Emma said as she looked at her with while she took a drink of her lemonade.

"Anymore of that?" Jean asked her husband while staring at their wife.

"I don't know," Scott answered. "Emma?"

Emma took another sip of her drink. "I'm afraid not," she grinned mischievously at her wife and husband.

"Then what's Jean supposed to drink?" Scott asked Emma while trying not to smirk.

Jean sat down in her chair and pouted at Emma.

Emma smirked as she took a long drink of her lemonade. Keeping the last mouthful of the ice cool drink in her mouth she stood up and walked over to Jean. She bent down and put her pale lips to Jean's and opened her mouth slightly, letting the cool liquid flow into her wife's mouth. As Jean swallowed Emma slid her hand into Jean's shirt, caressing her plump tit and playfully squeezing the rapidly hardening nipple with her cool fingertips. When her mouth was empty Emma broke the kiss and stared deep into Jean's eyes, continuing to lustfully play with her heavy breast. "How did that taste?" Emma asked.

Jean smiled and stared deep into her wife's eyes. "More."

Scott quickly downed his own lemonade, sure he was going to need the extra fluids.

* * *

Logan nursed hungrily at Ororo's large tits, he bit, nipped and licked the hard nipples as she held him to her chest and he used the thick fingers of one hand to stroke her hot, wet pussy through her bikini bottoms. His other hand held the back of Rogue's head as she sucked noisily at his hard cock, her head bobbing up and down as she struggled to take his thick shaft between her tightly stretched lips. Storm moaned appreciatively as she coated her free tit in whiskey and let him switch.

Kitty and Jubilee were now at the foot of Logan's lounger, both naked, on their knees, kissing deeply, pressed chest to chest and tit to tit, their hands each working hurriedly between each others' legs, their juices dripping down to the warm cement.

Off to one side Logan could barely see Mystique on her back and having grown an impressive sized cock. Emma was currently riding the thick tool, their large tits jiggling with each downwards thrust. Mystique raised her hands up and began squeezing and massaging Emma's large breasts and causing both of them to moan out loudly.

On Logan's other side Psylocke and X-23 had their long, sexy legs wrapped together, mashing their hot pussies together as they humped up against each other. It had started as a fight with each girl taking playful swats at each other and "accidentally" stripping off their tiny bikini bottoms. Logan had smiled when he saw that Psylocke had dyed the little strip of pubic hair above her slit the same purple as her hair and X-23 was shaved completely bald.

Rogue pulled her beautiful face off of Logan's hard cock, dragging her teeth against his sensitive skin and causing him to shudder. As his body shuddered he sucked harder on Storm's large, whiskey covered tit and caused her to moan out in lust. His vision was partial blocked by Storm's impressive chest but he could see Rogue's chest heave as she took a deep breath, her firm tits pushed out and rising high. She gripped the base of his swollen prick with one hand and grasped his hairy balls with the other. She winked at him and smiled as she opened her mouth wide and suddenly engulfed over half of his cock with one go. He groaned around Storm's cocoa colored tits as Rogue began swallowing his prick. He used his hand to hold Rogue's head as he thrust up with his hips, burying his cock in the sexy X-Woman's throat. He could feel her throat ripple around his shaft as she continued trying to swallow him and causing him to bite down on Storm's rubbery nipple as he uncontrollably bucked his hips again and came, shooting his thick load straight down Rogue's tightly clutching throat.

Rogue released Logan's prick from her sucking mouth and jacked his shaft, letting the last few shots splatter across her face. Storm pulled her tit from his sucking mouth with a wet pop. She leaned over his body, her tits squashing against his stomach as she licked the cum from Rogue's face and chest. "My turn," she whispered to Rogue.

Storm removed her barely there bikini bottoms, pulling the string out from between her thick ass-cheeks and straddled Logan's lap, facing away from him. Logan heard Rogue say, "He should be lubed up enough, sugah," as she removed her own bikini bottoms.

Storm bent at the waist, giving Logan an eyeful of her luscious ass and gripped the base of his still hard prick as she answered Rogue, "My thanks for all of your hard work, Rogue."

Rogue winked down at Logan as she replied to Storm, "My pleasure." She giggled softly as she reached down and reclined his lounge chair fully.

Logan gripped Storm's wide hips as she lowered herself down onto his throbbing cock. He held her steady as she placed the tip of his spit slick cock against the puckered entrance to her thick ass. He grunted as her tight ring engulfed his cock head and she continued lowering herself down, her tight ass slowly stretching around his thick dick as she moaned out from deep within her chest, "Oh, Logan. By the Goddess."

"Oh, 'O," Logan gasped as Storm's unbelievably tight ass stretched around inch after inch of his thick, throbbing cock.

"Oh, sugah," Rogue said and grinned as she suddenly straddled Logan's head and lowered her dripping cunt onto his face.

"Oh, Rogue," Logan gasped as he extended his tongue and pushed it as deep as he could into Hisako's tight little cunt.

"Oh, Professor Logan," Hisako gasped as she began grinding her hot pussy against Professor Logan's obliging mouth. Even asleep he knew what to do with his tongue as she gripped his dark hair and rolled her slender hips against his face. Her tight ass-cheeks clenched and relaxed as she humped against his lapping tongue, swallowing her sweet juices. She released her hold on his hair and palmed one of her small tits, tweaking the hard nipples as she used the fingers of her other hand to flick against her sizzling clit.

Hisako threw her head back as she closed her eyes and screamed in burning pleasure as her orgasm crashed through her slender, twitching body. "Oh my God, Professor Logan! I'm cumming again!" she yelled as her toes curled.

As Rogue's juices splashed across his tongue Logan continued lapping at her delicious cunt and moaning in pleasure.

* * *

Emma kissed Scott's furrowed brow. "I'm sorry, Scott. But even if you don't realize it you gave me the help I needed," she said as she stood back up. She had telepathically commanded him to walk back to their room as he dreamed, oblivious to the danger they were all in. She and Scott shared a psychic rapport with each other, a kind of link from mind to mind. At the very least they were aware of each other's emotional states and at the most they would occasionally think each other's thoughts. So as he dreamed the lust filled dreams that she was feeding him, the strange entity was now feeding off of Scott, leaving her with a bit more freedom than before. Not enough freedom to call for help but enough to hide herself from it. She relaxed her mind and at the edged of her thoughts, even further away than before she could sense the entity.

The White Queen smirked to herself as she quickly shielded her mind again before the entity could notice. The X-Men could be made aware of her situation now, aware that something was wrong with her and their suspicious natures would demand that they investigate, meanwhile the entity would be not the wiser. And were it to become suspicious she could make it appear that she was attempting to fight them using her psychic link with Scott, her bases should be covered.

In the mean time, until the others became suspicious and tried to investigate, Emma would have time to investigate on her own, to seek out the strange enemy that had infected her and was infecting the school. If she found where the entity had hidden its physical body she and the others would have a clear line of attack. She redressed in her tight, white leather pants and bustier and snapped on her cloak. "May as well look the part of a hero if I'm going to act the part," she thought as she frowned. Self-sacrifice had never been her strong suit.

As Emma left Scott on their bed she made her way down into the hall of the school and let her telepathic abilities out ever so slightly. What ever had been done to her was very much like an infection and the students she'd infected were, in turn, infecting others. She could practically feel the lust and passion of the infected students caressing her skin before being sucked away and swallowed by the dark creature that had established a foothold in her mind. And while her thoughts were clear her body still felt the siren's call of lust. Her nipples sizzled as they rubbed against the inside of her top, her large tits ached with the need to be touched, and her greedy pussy throbbed with the desire to be filled. All that passion, all that lust, all that too basic need was being drawn out of her and her students and Logan. She closed her eyes and concentrated. "Drawn down!" she gasped as her eyes shot open.

Emma quickly made her way down from the school to the lower tunnels off limits to the students that only the X-Men used. The way was easier to sense in the nearly empty tunnels with less ambient interference. In only a couple of minutes she found herself at the entrance to the Danger Room. "It makes sense," she thought, "It's very nearly impregnable." Her hand danced across the keypad but froze in midair as the door opened by itself. "And apparently unlocked," she muttered as she took a moment to assume her diamond form and slowly entered.

As Emma entered the Danger Room she cried out in fear and shock as she was assaulted by pure chaos. There was no up, no down. She was one with everything and no where. There was no light but she could see everything through a murky gloom. She was screaming but had no voice. She threw up her arms and closed her eyes as the gloom causing her lack of sight filled her body. Some how she knew she was in the heart of a mountain the size of the sky and filled with storm clouds the size of mountains.

"NOOOooo... ugh!" Emma screamed and then grunted as she was thrown to the floor. Her eyes shot open and she could see the Danger Room had returned to normal, a large cavernous area tiled with large black squares outlined in yellow. At one end she could see the window to the empty control room and as she looked to the other end she could see the alien dragon Lockheed, his eyes flashing with orange fire. Suddenly, from out of the floor the nude form of Kitty Pryde blocked her view of the dragon. "If Lockheed is the obvious source of the infection," she thought as she rolled onto her back, "then it only makes sense Kitty was one of the first infected."

Emma noticed the wad of white clothing in Kitty's fist and looked down at her own nude, glittering body. She looked back up at the furious form of Kitty standing above her and another plan began to form. She knew of Kitty and Lockheed's instinctive rapport and knew that it must have been key during Kitty's initial infection. Some sort of entity had infected Lockheed and used it rapport with Kitty to begin to infect others. The entity must have considerable psychic power if it was affecting her without either it or Kitty personally infecting her. And though there may be more powerful telepaths on the planet, not one of them had the skill of the White Queen. "Bugger," she muttered under her breath on what she had to do next.

"What's the matter, Emma?" Kitty sneered. "Cold?" She threw Emma's clothes to the side and relaxed her toned body, trying to appear casual. As a junior X-Man she had hated the evil White Queen of The Hellfire Club and now that Emma had reformed and joined the X-Men, Kitty no longer hated her but she certainly despised the woman. "I'm gonna enjoy this," she gloated.

Emma began to concentrate as she stood up. She may not have access to her telepathic powers while she was in her diamond form but she could prepare herself. And considering that Kitty never made any attempt to hide her feelings about her she knew what Kitty had planned. "I assume you stole my clothing in a effort to replace your lost dignity, Ms. Pryde," she said, trying not to give away any sense of emotion.

"Nah," Kitty said, walking just out of reach of Emma. "I've got some plans for your dignity, 'tho."

Emma smirked, readying her mind. "Kitty, please. We both know that there is nothing I can do to you physically because of your powers or mentally because of my diamond powers. So can we skip the posturing? It's beneath us both."

Kitty pretended to think it over for a moment. "'Kay," she chirped before rushing Emma and wrapping her arms around her head. She ran her tongue along Emma's cold lips and licked her jaw. "Mmmm, how long's it been, Emma? How long since you last came?"

Steeling her resolve Emma closed her eyes, trying to ignore Kitty as she prepared her mind. There was no way she could beat Kitty in a fair fight and no way was Lockheed going to let her leave the Danger Room uninfected. The most she could do was prepare herself to lose.

Kitty licked down Emma's cold neck. "Twenty minutes maybe? I say no more than twenty minutes since you last came," she said mockingly, licking between Emma's rough cleavage. "Must feel like forever, Emma. Must feel like an eternity since you last felt a pair of warm, soft hands caressing you. A eternity since a warm, wet tongue tasted you."

Emma felt herself trembling. She couldn't actually feel anything in her diamond form but Kitty's words were echoing in her brain.

As she kissed down the White Queen's torso Kitty made sure to make loud, smacking sounds against Emma's hard skin to let her know that her lips were against her diamond skin since Emma couldn't feel anything in her current form. "Oh Emma. Don't you want to feel my hands on you? My tongue inside you?"

Gripping Kitty's hair to keep her trembling body from falling Emma moaned out in lust. She shouldn't even be able to feel this turned on in her diamond form but Lockheed's infection was to powerful. Her nipples ached to be touched as her needy pussy gushed. "No!" she shouted, realizing that she had unconsciously transformed her body back into naked, luscious flesh. She felt the infection invading her and released her concentrated thoughts into the you woman's mind and instant before losing control of her own body and cumming.

Kitty smiled evilly as Emma came. She lashed out with one of her legs, sweeping Emma's feet out from under her and forcing her to fall on her pale ass. She stood up and peered down at the vulnerable White Queen and snarled, "You're mine," as she leapt on top of Emma's prone, trembling body.

Emma didn't even try to fight back, far to lost in lust and pleasure as Kitty attacked her. She wasn't even concerned as Kitty pinned her to the ground and she wrapped her long legs around Kitty's body. All she cared about now was the pleasure she felt as Kitty slid their groins together, scissoring their legs and humping against her greedy cunt. "Fuck me!" she screamed as Kitty touched her wet, gushing pussy.

"Who's the fucking queen now, Emma?" Kitty asked as she humped, rubbed and ground her cunt against Emma's. She had been wanting to show up the snobby White Queen since joining the school and now was loving every wet thrusting second of having her under her power. "Cum for me, Emma! Cum for your queen."

Emma thrust her traitorous pussy up to meet each of Kitty's thrusts. She needed it, needed it to cum, needed Kitty to make her cum. Her hard, little clit sizzled as Kitty road her and she felt her over heated body release. "Fuck Yes! I'm Cumming!" she shouted in pleasure as Kitty rode her like a pony.

Kitty grinned with malicious pride as she forced Emma to cum for her.

Lockheed's eyes flashed as he felt Emma's energies fill him.

* * *

"No, really. I wanna show you something," Chase said. He had Karolina's door open just enough to poke his head through as he talked to his friend.

Karolina smirked as she sat on her bed. She snorted at Chase's excited puppy dog face. "What ever you got, Chase, no one else wants," she giggled.

Chase pouted from the door, "Please, Karolina. It'll just take a minute."

Karolina broke out in laughter at the stupid face Chase was making. "Fine, Chase. Just hurry it up. After she gets back, Xavin and I are flying out to the lake with the others."

Chase came all the way in and closed the door behind him. "Sit up real quick," he said, grinning like an idiot.

"Fine, hurry up," Karolina said as she sat at the edge of her be. "What'd you wanna show me?"

"Ta dah!" Chase yelled out as he quickly pulled his baggy pants down, exposing his erect cock. "Surprise!" he giggled.

"Wha..." Karolina began to gasp out before Chase leapt at her and quickly shove his hard cock into her gapping mouth. He gripped the sides of her head and began thrusting himself deep into her mouth, stretching her pink lips, gliding across her wet tongue, driving into her clutching throat.

Chase laughed without the slightest bit of maliciousness, he actually thought it was funny. "Wow, Karolina. For a lez you're an awesome cock sucker. Ha!" He wrapped her long, blonde hair in his hands and used them as reins as he continued quickly pistoning into her beautiful face.

"Glurg, ack, shlurp..." Karolina choked as Chase force-fed her his dick. She struggled at first, trying to push his hips away, trying to weakly punch his stomach and getting ready to use her alien power blast to knock him away before something occurred to her. She had always known she was gay and had never really had any interest about a man's penis, the closest she had ever come, really, was Xavin and since she was a shape-shifter it didn't really count. But Chase was just a regular male and she felt herself becoming curious. She stopped beating at his hips and used them to brace herself as she used her mouth and tongue to explore this new sensation.

As Karolina began responding Chase shouted out in glee, "Oh yeah, Karolina! Work that pole, babe!"

Karolina tried to ignore Chase's misogynistic shouts as she used her tongue to slowly massage the underside of his hard cock. She sealed her lips around his thick shaft and began sucking tentatively rocking her head back and forth. It was a strange sensation and she began to respond even more to the utter taboo feeling of being a lesbian sucking on a guy's dick. Her nipples hardened and she felt her pussy begin to warm and start to get wet, there was just something primal about it but she couldn't pin it down as she felt herself become horny for it. She released his hips and ran one of her hands up underneath her loose T-shirt to begin toying with her hard nipples and began unfastening her loose jeans with her other hand. She moaned and cooed as her fingers toyed with her nipples and desperately wanted to get her other hand down into her pants.

Chase didn't even bother to try and control himself, he just laughed like a loon as he felt his muscles begin to tighten up and his balls began to tingle. "Who wouldn't want to break in a first timer," he thought as he thrust himself deep into Karolina's mouth and throat, his balls resting on her chin as he erupted. "Fuck yeah, Karolina," he moaned as he drained his thick, warm cum straight into Karolina's tight throat.

Karolina began to choke on Chase's thick seed as it poured down her and began swallowing quickly, her rippling throat draining is cock. As he relaxed she pushed him away and watched as he tripped and fell over his dirty jeans wrapped around his ankles.

"You fucker !" Karolina shouted. "You could have warned me that you were going to cum."

"Ha, sorry," Chase giggled. "But the look on your face was priceless."

"Why you..." Karolina snapped back as she prepared to blast Chase in his deflated balls.

"What the frell?" a voice shouted from out of the door way.

Chase and Karolina's heads snapped around to look at the owner of the voice, Xavin, in his male form with his fists ablaze. He looked remarkably similar in his male form as his female form but with short, black hair. "You attack my beloved?" he shouted as he stormed over to Chase. "Defile her?"

Karolina quickly ran between Xavin and Chase. "No, Xavin. Don't," she pleaded as she tried to keep him from attacking chase. "It's OK. He was just showing me something."

"What?" Xavin asked, perplexed. "You have shown no interest in males before."

"I'll show you," Karolina said as she quickly dropped to her knees. With the practiced ease of stripping Xavin many times in his female form she quickly had the crotch of his uniform open and pulled his soft dick out and quickly shoved it into her eager mouth.

"Wha?" Xavin gasped, stunned at Karolina's behavior. He'd used is penis in his love making before but it had always been in his female form. "Oh. Oh my," he groaned as he cock hardened under his betrothed's talented mouth.

As Xavin thickened and lengthened in her sucking mouth Karolina began using her hands to tug on his shaft as she worked him in and out of her mouth. Her mouth seemed to water at the taste of him as he glided in and out of her sucking mouth and she moaned in delight at the taste.

Chase had watched an ass load of porn in his life but the sight of a live sex show quickly had his cock hard again. "Oh yeah," he muttered. "Hey... Uh, Xavin. Why don't you make it easier on her and get down on your knees?"

Xavin didn't even respond, not wanting to break the spell Karolina had on his dick. He gripped the sides of her head and slowly lowered himself to his knees, his beloved never even missing a stroke.

"Mmmm..." Karolina moaned out, now able to take Xavin's thick cock even deeper into her mouth. "God, I've missed out on years of sucking cock," she thought to herself. She still had no real desire for men but the feel of a thick cock in her mouth sent shivers through her body and caused her pussy to ache. She took his cock out of her mouth and looked past it into his wide eyes. "Be a girl, Xavin. Be a girl but leave the cock," she said before going back to swallow the delicious tool. She had loved Xavin fucking her as a female with a cock and now wanted to swallow a female's cock.

Xavin used his enhanced strength to rip his uniform from his body before shifting into his female form. Her long, blonde hair trailed down her back, almost to her clenched ass-cheeks as her large breasts capped with hard nipples swayed on her chest. She ran her hands up and began squeezing and massaging her firm tits as she moaned and cooed in pleasure. "So good, my love. So, so good."

Karolina took a moment and released Xavin's thick cock from her eager mouth, looking up Xavin's beautiful body from underneath her throbbing dick. "You look so gorgeous, baby," she moaned in lust and began sucking hungrily and at Xavin's prick with a vengeance.

Chase licked his lips at the transgendered sex show. His own cock seemed confused. There was no doubt that Xavin was a sexy female but he could not get over the fact that Xavin was born a male. Luckily the sight of Karolina's up-turned ass cleared his mind.

Karolina shivered as she felt her unbuttoned jeans being pulled down off of her ass.

Xavin paid no attention to Chase, all of her attention was for her cock sucking fiance.

"Wow," Chase gasped as he stared at Karolina's pale, creamy ass. "That is a nearly perfect heart shaped ass," he thought. He quickly bent down and gave a long, slow lick to each firm cheek. "Xavin, you are one lucky guy," he grinned before bending up and seeing Xavin's large, jiggling tits. "Or... whatever." He used one hand to spread his friend's luscious ass-cheeks apart and his other hand to line his throbbing cock head up to the wet entrance of her hot cunt. "Oh yeah," he groaned as he finally, Finally!, slid his cock into his friends tight, wet, hot cunt. He gripped her hips and began thrusting himself deep inside her beautiful body and threw his head back in triumph at finally fucking Karolina.

"Mmmm..." Karolina groaned as she came, her eager pussy clenching tight on Chase's cock as she sucked hard on Xavin's. Tremors coursed through her sexy body as she was thrust back and forth between the cocks fucking her from both ends. As she came down from her orgasm she thought to herself, "Huh. A lesbian who likes cocks Who'da thought it."

* * *

In Logan's dark bedroom Hisako screamed out in pleasure as she rode her professor's cock to another orgasm. "Yes! Oh God, yes!" she shouted as every muscle in her body tensed and her cum drenched Professor Logan's groin. She'd lost track of the number of orgasms he had given her or how many she'd given him. She rolled off of his prone body, her pussy sore from over use and toyed with her still hard nipples.

Hisako looked over at Professor Logan's slumbering face and then down at his glistening, cum splattered and still hard cock. She thought about taking his dick back into her mouth again for the umpteenth time but decided she still felt full from all the times she had already swallowed his cum. She snuggled up to his broad chest and decided that she needed a nap before riding him some more.

* * *

In his dream Storm was on her hands and knees as Rogue lay underneath her lapping away at her gushing cunt as Logan fucked himself deep into the African beauty's tight ass. His hips smacked her thick ass-cheeks wetly as he thrust into her again and again and knew that she was about ready to pop. He reached up and gripped her mohawk, yanking her up to sit on Rogue's beautiful face as his other hand reached around her sweat slick body and roughly squeezed one of her large tits. Her hard nipple scrapped against his callused palm as her brown flesh seemed to ooze between her fingers.

"Yes, Logan! Yes!" Storm yelled out as she came. Her pussy gushed, filling Rogue's mouth with her sweet juices as her thick ass clamped down on Logan's hard cock buried deep inside of her.

Logan kept himself buried balls deep in Storm's round ass, his balls rubbing against her gushing cunt and Rogue's now wet face. "'Ro!" he roared as he felt his cock explode, filling Storm's sexy body with his thick cum. They both rode their orgasms together, their bodies locked together as bolts of pure pleasure shot through them.

As the orgasms subsided Logan felt Storm's body relax and lowered her down by her hair onto Rogue's sexy body. He slowly pulled his softening cock out of her glistening ass with a pop, his seed spilling out as Rogue rose up to lick and swallows it all.

"Oh my God! Help!" Logan heard and snapped his head to the side. Emma was nearly upside down, her body's weight resting on her shoulders and neck, her large tits nearly covering her face as the giant villain known as the Juggernaut held her long legs wide open and prepared to plunge his monstrous cock into her tiny pussy.

"Mystique, no!" Logan screamed as he flung himself at the Juggernaut, "You'll rip her in two." He slammed his shoulder into the villain's back, causing the giant man to fall to the ground and freeing Emma. As the Juggernaut landed face down with a thud and then rolled over, assuming his natural shape as Mystique. "What do ya think you're up ta?" Logan growled at the villainous shape-shifter.

Mystique smiled coyly at Logan as Emma climbed to her feet, "Just teaching the ice queen a little lesson."

"I'll teach you a lesson," Emma said as she smiled evilly at Mystique.

"Not a bad idea," Logan agreed.

Mystique tried to run but Logan grabbed her blue-skinned arm before she could take her second step. He yanked her arm behind her and twisted her around, her naked ass pressed against his now hard dick. In front of them the White Queen seated herself in Logan's chair with her long legs spread wide. Logan noticed behind her Storm and Rogue were locked into a 69, eagerly licking at each other.

"Let the lesson begin," Emma said as she beckoned Mystique with a finger.

"I don't think..." Mystique started to say before Logan forced her to the ground, her head between Emma's spread legs. She looked behind her at Logan, "You can lead a horse to water but you can't make her drink," she snorted.

"We'll see about that," Logan said as he used one hand to hold Mystique down by pressing against her lower back and his other hand to grip the base of his cock to line himself up. With a sudden thrust he buried his dick balls deep into Mystique's tight cunt, causing her to yell out in surprise.

"Fuck!" Mystique screamed, right as Logan shoved her body forward, her open mouth against Emma's waiting pussy.

"Lick!" Logan ordered, fucking himself hard and deep into Mystique's wet pussy, working out years of frustration at the woman.

"Yesss...!" Emma hissed as Mystique began licking at her swollen, needy pussy.

Logan could feel Mystique surrender. Surrender to being taken on all fours, his thick cock pummeling her cunt while she was forced to eat out the White Queen. He felt her surrender and she came, her blue body shivering as she was overtaken by the erotic stimulations.

Logan and Emma grinned at each other as Mystique's body trembled between them.

* * *

"Hey. Hey! Wait up," Wing shouted. After he'd take a turn with each of the Cuckoos they'd kicked him out of their bedrooms and then locked themselves in. He had mumbled angrily to himself as he walked down the hall until he happened to look out the window and spotted one of the Runaways. He grinned to himself and then flew out of the window as quick as he could, after all, what guy didn't have an Asian fantasy. He flew closer to the slender girl. "You're Nico, right?"

Nico looked behind her as the boy landed a few feet from her. "Yes. And you're... Wing, right?"

Wing smiled as he held his hand out to her. "Yeah. Where ya goin'?" he asked as she shook his hand.

"I was looking for Karolina and Xavin," Nico answered. "They were supposed to meet me after lunch but that was a while ago so I've been looking for them."

Wing held Nico's hand and pretended to think for a moment. "I'll help you look," he said. "It'll probably be easier if we fly."

"I don't really think... Ahhh!" Nico screamed as Wing yanked her off the ground and into the air.

Wing shot up as fast as he could carrying the goth Asian girl. He wrapped one arm around her slender waist to hold her back to his chest as he began grinding his crotch against her ass, his free hand roaming across her small chest and he could feel her heart beating rapidly in her chest.

"What the hell," Nico wondered to herself. "Is the little pervert feeling me up?" She struggled against Wing's wandering hands for a moment before deciding against it as she watched the ground retreating quickly below her. "I'm stuck."

Wing had wanted to impress Nico, woo her with his impressive flying skills, but her sexy body pressed against his was too much for him. He began just dry humping her tight ass as his hand flowed over her chest, palming and squeezing her small tits. He pulled her corset, or whatever it was called, down and began unfastening her blouse underneath.

"Hey!" Nico shouted out as Wing slid his hand into her blouse and began pinching her nipples. "Stop it!" she yelled as she struggled briefly, causing her to almost slide out of his arms.

"Whup..." Wing muttered as her nearly dropped Nico. "This ain't gonna do," he muttered. He released her plump tit and pulled his hand out of her blouse and began tugging up on her frayed skirt and yanking down her lace panties.

"Hey, hey, hey!" Nico screamed as Wing pulled down her panties and they slid down her slender legs to the ground below. With her panties gone she could feel him tugging at her dress and she began struggling again as her pale ass was exposed. Suddenly he changed directions from flying straight up to flying parallel to the ground and leaving her bent over in his arms. "Oh fuck, No!" she screamed as one of her kidnapper's hands went between her legs, his greedy fingers toying with her exposed vagina.

"Oh yeah, Nico," Wing said maniacally as he finally speared the goth girl's tiny pussy with one of his fingers. Nico was tight and warm and as he plunged his finger in and out of her silky hole his other fingers crawled across the vulnerable outsides of her delicate flesh. In no time he could feel her pussy moisten and her breathing became shallow and rapid as her slender body responded to his touch. He pulled his finger out of her now ready pussy and took a deep breath to steady himself. "Got to time this just right," he thought and then released the captive girl.

"Ahhh...!" Nico screamed as she plummeted to the ground below. She tumbled in mid-air and began falling head first, her skirt finally pulled loose form her legs as the air rushed past her.

Wing quickly tugged down his jeans, exposing his hard prick and then flew down after Nico. He quickly reached the screaming girl and flipped her over, sweeping her up until they were again parallel to the ground, he lined his hard cock up against the entrance to her small pussy and then wrapped both his arms around her waist and then suddenly flew straight up.

"Oh God!" Nico shouted as she was suddenly speared on Wing's hard dick. Her entire weight held her to his prick, literally impaling her on his cock. She suddenly came, her slender body shaking and shuddering as unexpected pleasure rocked her nearly senseless. She had never felt anything like it, her tight cunt literally hanging on a cock, filling her in a way different from anything ever before, making her cum like never before. "Yes, Wing! Yes!" she screamed as she felt him tighten his hold on her small waist, thrusting himself into her before pulling out slightly and letting her body be pulled by gravity down onto his cock. "Yesss...!" she screamed in pleasure as her juices shot out of her clutching pussy and rained down on the ground below her.

* * *

With practiced skill Agent Abigal Brand landed her space pod on the front lawn of the Xavier School and leapt out of the cockpit. She adjusted her green glasses and waved a stray strand of her green hair from her pony tail out of her face as she walked up to the front door, her green leather uniform stretched tight over her muscular ass and medium sized breasts. She started to knock and wasn't surprised when the doors opened on their own right before she would have made contact. What did surprise her was the sight of Emma Frost casually sitting in a overstuffed chair nearly directly behind the doors. "Ms. Frost," she said, habitually checking the entrance way for traps before entering.

"Ms. Brand," Emma responded coolly with a slight grin tugging at the corners of her mouth.

A sudden flash from Emma's pearly white teeth caught Brand's attention for a moment for some reason. "I was under the impression there was a emergency." she said as she continued to look around and noted Emma was dressed more casually than usual. The White Queen was wearing a loose fitting, nearly transparent, white blouse tucked into white denim jeans. Brand unconsciously licked her lips at the sight of Emma's clearly braless tits under her blouse, capped with hard, pale nipples.

Emma uncrossed and crossed her long legs. "Disaster averted. I'm afraid I called you by mistake."

"I wasn't aware the great 'White Queen' made mistakes," Brand said as she pulled off the gun holster strapped across her leather wrapped chest.

"Anybody can have a accident, Agent Brand," Emma responded.

"From what I know about you, Ms. Frost, most of your accidents are planned," Brand said as she undid the utility belt from around her waist and let it drop to the floor.

Emma licked her lips and once again uncrossed and recrossed her legs, letting the white sandals she was wearing dangle from her toes. "Perhaps it's a fault of old age," she said as she grinned.

Brand bent over at the waist, the leather of her uniform stretched tight over her ass, and began untying her boots. "You certainly don't appear old," she said as she kicked off her boots. "In fact you seem pretty fit to me."

"You flatter me," Emma said as she arched her back, pushing out her large breasts, her hard nipples clearly visible through the gauzy material of her blouse. "I may actually blush."

Brand reached up to her neck and began pulling down the zipper of her uniform and revealing her pale skin from her neck to her chest, over her well defined abs and barely an inch above her warm, moist pussy. "The White Queen blushing? I'd like to see that."

Emma chuckled coyly. "Then give me something to blush about," she said breathlessly.

Brand slide her uniform from her broad shoulders and slid it down her muscular body. Her firm tits were capped with hard, light green nipples that rose and fell with each breath. There wasn't a ounce of fat on her well maintained body and she kept a small square of dark green pubic hair above her now glistening pussy. "I'd like to see that," she said as she released her long hair from her pony tail. Completely naked she walked over to Emma as the White Queen spread her legs wide. Brand knelt down and ran her callused hands across the denim covering Emma's inner thighs.

"Mmmm..." Emma moaned in satisfaction as Brand ran her rough hands up and down her spread thighs.

Brand could feel the heat coming from Emma's hot groin and licked her lips as Emma's moans became louder and louder. She reached up and began unfastening Emma's tight jeans as Emma raised her ass up to help her pull them down her long legs. She looked at Emma's wet cunt and licked her lips. She had one mission, make the White Queen cum and she approached it the same way as she did every mission, like a tactical strike.

Emma scooted down in the overstuffed chair, bringing her tight ass to the edge of the cushion and smiled at her reflection in Agent Brand's green glasses.

Brand brought her fingers up to Emma's now naked and wet cunt, using one hand to open Emma's swollen lips and the middle finger of her other hand to slowly push into Emma's tight pussy. As Emma moaned in pleasure above her Brand began sliding her finger in and out of her pussy and bent her head down and took Emma's hard little clit between her green painted lips.

Emma cooed and ran her fingers through Brand's green hair as she continued to stare at her sexy reflection in the Agent's glasses.

Deciding that she had collected enough of Emma's delicious juices Brand slowly pulled her finger out of Emma's tight cunt. She placed her slick fingers at the entrance to the White Queen's puckered asshole, released her hold on Emma's clit and extended her tongue as far as she could. All at once she shoved her long tongue up Emma's sopping cunt, strummed Emma's clit with her thumb and shoved her finger up Emma's tight ass.

"Oh fuck!" Emma screamed as she suddenly came. Her body tensed and released as her pussy gushed during her sudden orgasm. She knew Agent Brand was a very direct person but she had never suspected that she was this direct in sex as well, she had been planning on drawing out their encounter more and enjoying it longer. Her orgasm raced through her like a train and kept rolling through her by Agent Brand's talented tongue working deep inside of her pussy. She never lost contact with her reflection as in the agent's glasses as she watched herself cum and rode out her orgasm. It wasn't often she was surprised but she certainly did this time.

Brand mouthed the alien Kree language with her mouth and her tongue shoved up the White Queen's gushing cunt. She never let up on her assault of Emma's delicious cunt, enjoying the sight of Emma squirming underneath her mouth.

"Yesyesyesss..." Emma screamed out in lust as orgasm after orgasm tore through her over and over again. She couldn't remember the last time she had met such a talented tongue. And it was made all the more special watching herself cum in the reflection of Agent Brand's glasses. It was too bad she already had plans for her, she would love to feel Brand's tongue in her mouth or working on her tits.

As Agent Brand continued her assault she wondered how Hank's cock would feel in her mouth as she tongue the Skrull language along its length.

* * *

Kitty watched all of the male students finish their stretching exercises and licked her lips as she watched them hungrily. Logan hadn't showed up to teach his afternoon PE Class so she had eagerly taken over. She'd quickly put on a T-shirt a size to small for her to clearly show off her braless tits and hard nipples and a old pair of running shorts she probably hadn't worn since she was 15. The shorts were stretched tightly over her ass and groin and had slits up the side that she'd ripped up to the waist band to give a clear view of her muscular thighs.

As Kitty watched the boys file into the gym from the locker room she counted them off, 12 virile students with raging hormones, all for her. She'd ordered the students to start off with calisthenics and stretches and had enjoyed watching their young bodies so much that she'd decided to just have them continue through the whole class.

By the end of her first Boy's PE Class Kitty's nipples sizzled and her wet pussy throbbed in need to be filled. She'd led the group of boys out of the gym to the door to their locker room and held the door open for them as she said, "Good class, guys. Way to hustle." As the last of the boys entered the locker room, instead of closing the doors she counted to sixty and then followed them inside. "Good moves out there, guys," she said as she casually walked into the group of boys, ignoring wide-eyed stares like it was the most natural thing in the world for her to be there.

Kitty chose a locker at random and walked toward it, trying not to laugh at her students' shocked faces. When she reached the locker she sat at the bench and began taking off her sneakers. "Way to move, guys. Way to hustle," she said as she continued talking. With her sneakers and socks off she stood up and removed her tight T-shirt, her small breasts jiggling slightly. "Stick and move, guys. Float like a butterfly, sting like a bee," she continued, trying not to break character and enjoying herself while pretending that nothing was wrong with a female teacher changing in front of her all male class. She gripped the waistband of her shorts and bent at the waist, sticking out her well-toned ass, and sliding them down her legs. "Way to do it for the gipper, guys. Way to show'em," she continued as a dozen teenage boys ogled her toned body. She grabbed a random towel and flung it over her shoulder as she walked towards the showers, putting a extra swish in her step as her ass-cheeks bunched and relaxed with each step.

As Kitty entered the large, communal shower her voice echoed off the white tiled walls, "Pain is just weakness leaving the body, guys. There's no 'I' in 'team'," She turned on the shower and the large room quickly filled with steam. She turned around and saw the whole class in the entry way and continued trying to appear completely normal. She grabbed a bar of soap and stood under the hot water, letting is cascade down her tingling body. "We played a good game, guys. Go, Home Team," she continued as she wet her hair, letting it cascade down her graceful back. She could feel the warm water slide over her body, sliding between her firm breasts, slipping between her tight ass-cheeks, dripping over and down her wet pussy.

Kitty took her soap and began lathering herself up as she continued talking to her students, "One more lap to go, guys. You're in the home stretch now." She lathered her body, stroking her firm tits, momentarily breaking character as she cooed when she pinched her hard nipples. She ran her hands down her firm body, over her tight abs, below her belly button to just above her wet pussy. Getting back into character she continued talking to the boys again, "Second place it just first to lose, guys. We got spirit, yes we do," as she turned around and began lathering her tight ass. She ran her fingers between her cheeks and her fingertips caressed her tight asshole and she gasped in pleasure.

Kitty looked over her shoulder at her students as they all stood silently watching her, all with hard cocks tenting their tight little shorts. She grinned as she spoke to her class and they stood watching her shower herself off. She placed her hands against the wall and arched her back, sticking her ass out as she spread her legs slightly, giving them a peek at her swollen pussy lips and puckered asshole. "Well, guys," she said, trying to shake the wet hair from her face. "Who's up for some extra credit?"

In a flash Kitty was surrounded by naked, eager, wet, student flesh.

* * *

As Agent Brand made her way down to the labs the first person she saw was Colossus. "Ah, Mr. Rasputin. How good to see you again," she smirked.

Peter turned around to look at the own of the female voice, "Da, Agent Brand. Even under these circumstances." He didn't particularly like the S.W.O.R.D. Director, mostly due to her turning a blind eye to an enemy using him as a lab rat.

Brand continued smirking at the handsome mutant. She knew what Colossus thought of her, even after explaining her part in his torture, but she knew he'd be able to put his feelings behind him to accomplish their task. Well, his task anyway since she had a different goal now. "Heading down to Hank's lab?" she asked, walking past him to the elevator.

"Da," Peter answered as Agent Brand keyed in the elevator code.

"Mind if I go down with you?" Brand asked, not even bothering to look at the X-Man.

"Nyet," Peter answered, finally walking up to join the agent. "The more the merrier."

As the elevator opened Colossus let Agent Brand enter first, as she knew he would. "Such a gentleman," she thought as the doors closed behind the young man. Without even turning around she lashed out with a kick to his stomach, knocking the wind from him. Before he had time to activate his mutant power she spun around and rammed the heel of her hand against his forehead, snapping his head back to slam against the metal doors, knocking him unconscious.

As Peter slumped to the floor Brand activated the elevator's key pad, stopping the elevator between floors. She pulled at his legs until he was laying flat on his back and then quickly tugged down the tight pants of his uniform, exposing his soft prick. "Wow," she muttered in amazement of his large dick. "How do you keep from splitting your little girlfriend in half, big boy?" she asked as she quickly pulled off her own uniform.

Brand licked her green lips as she knelt down next to Colossus and began jerking his thick dick. "This is going to be so good," she thought to herself as she bent down and sucked his cock into her mouth. "Mmmm, yummy," she thought as she sucked on the soft cock and fondled his heavy balls. She would have loved to spend more time with this cock in her mouth but she didn't know how much longer it would be before someone noticed that the elevator was turned off. She used her free hand to jack the base of the cock and began quickly bobbing her head up and down, lashing the underside of his prick with her tongue until she felt it start to respond.

The horny agent let Colossus' dick pop out of her mouth and watched as it thickened and hardened in her hand. "Kinda feels like Christmas," she smirked as she straddled his lap. She rubbed the head of his prick against her hot, moist slit a couple of times and moaned in pleasure as she grinned maliciously and braced herself against the unconscious superhero's chest with one hand, holding his hard dick against the entrance to her drooling pussy with the other.

Smiling wide Brand muttered, "Talk about wish fulfillment," before quickly plunging her hips down and impaling herself on Colossus' giant prick. "Fuck Yes!" she screamed as her needy cunt was suddenly stretched and filled and caused her to suddenly cum. Her hot cunt gripped and rippled around the hard prick as light exploded behind her eyes, her whole body shaking as she raised her hands up to squeeze her firms tits and nearly violently tug on her hard, green nipples.

Brand released her tits and braced them against Colossus' chest again as he slowly started riding his hard cock. "Not done yet, X-Man," she whispered as she closed her eyes in bliss, "Not done by half." She slowly worked her speed up, filling herself again and again and faster and faster with the thick meat of the helpless superhero. "Sooo fucking goodddd..." she panted as she rode her captive harder and faster. Her slick juices slid down his thick length, coating his ball and she enjoyed the wet slapping sounds their bodies made as they fucked.

"You're gonna cum for me, boy," she said as she stared at Colossus' passive face. "Fill me up good, big boy. Fill me full," she commanded as she used they young superhero to satisfy her lust wracked body.

* * *

Emma smiled devilishly as she used her telepathy to spy on Agent Brand as the green-haired woman shamelessly used Colossus' body. "Very good, Agent Brant. I didn't know you had it in you," she whispered to herself. She slowly made her way back to her class, eager to find some young students to use for her own needs.

"I don't think so, Emma," a voice suddenly said.

"Who's there? Who are you?" Emma demanded, startled by the disembodied voice. Her psychic powers flared as she spun around, looking for the source of the voice. Sudden pain lanced through her brain and she screamed, "Aiiieee..." as she collapsed to the floor.

"We'll have none of that, Ms. Frost," the voice ordered. "Your office. Now, please." As the pain receded from her brain Emma finally recognized the voice. A voice purposefully hidden from her conscious mind. A voice she chose to purposefully hide from her conscious mind. "The Hellfire Club would like some answers." the voice finished contemptuously.

Emma stood straight and tall, replacing the illusion of her blouse and jeans with a illusion of her actual uniform. The truth was she was completely naked and had been since she lost her fight with Kitty, but until everyone in the school served Lockheed she'd have to at least give the illusion of modesty. She readied her powers as she made her way to her office and as she reached her door she tried to scan inside the room telepathically and was not surprised when she failed. She took a deep breath to steady her nerves and then stepped imperiously into her office. She smiled coyly at the small group of people spread around her office. "I'm afraid that all office visits are by appointment only," she said with authority as she closed the door behind her.

"Oh, we forgot the appointment," the young, female member of the group said. "We'll have to remember to have already remembered to do that." She was a young woman who had gone my the name of Teenage Negasonic Warhead before a killer mutant hunting robot the size of a skyscraper had apparently killed her. But it seemed Emma had been wrong in thinking she was as dead as she had last seen her since she was currently crouched on Scott's desk, her gray skin wrapped in black straps as her dark hair flared wildly around her.

"A appointment, Emma? For such old, dear friends?" another member asked. Emma scowled as the imposing figure of Sebastian Shaw who held his arms open in a mock attempt for a hug. His salt and pepper hair was pulled back into a ponytail and his muttonchops matched his Victorian suit.

A third figure stood slightly in a corner, all of its features hidden in a gray, hooded robe.

"And we're all friends here, aren't we Emma?" the forth figure asked. The bald figure of Cassandra Nova smirked like a cat cornering a mouse. "Surely the Hellfire Club are all friends," the most dangerous telepath on the planet mocked. "And if we're all friends then we have no secrets from each other. Do we, Emma?" she said as she stared deep into the White Queen's eyes.

To be continued...


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