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+, Noncon-Con, Multiply pairings

Astonishing X-Men: This Is Not The Whedonverse Part 3
by Muhabba

"And what brings you here today?" Emma took a moment to ask before unleashing a psychic wave.

A small smile tugged at the corner of Nova's mouth as she easily blocked Emma attack. "Now, now, Emma. No need for that. We're all friends here," she chided.

A sudden memory flashed through Shaw's mind before quickly disappearing; Emma Frost as a dancer at the Hellfire Club, large breasts swaying back and forth on her chest, pale nipples hard on her tits, tiny G-string pulled tight and disappearing between her sculpted ass cheeks. As the memory faded his cock hardened.

With a smirk Nova released her own psychic powers, freezing Emma in place and blocking her mutant abilities. "No more need of that, dear Emma," she said before turning to the rest of the group. "Well, I think it's obvious that something has been infecting the school as Warhead warned us."

"Was that me?" Warhead asked in her usual confused way. "I wasn't sure."

"I'll teach the bitch to attack the Hellfire Club," Shaw snarled as he began unfastening his pants.

"Oh, Shaw," Nova said, slightly bemused. "Always so easy to influence." She quickly took over the large man's muscular body and sent him to stand next to Emma. "Apparently whatever is causing this needs very little in the way of opportunity in order to spread it's infection."

"Sex," Perfection said in a flat, monotone voice.

"A powerful motivator, indeed," Nova said in agreement. "Easy to access in any human, but for what ends?"

"Creeping through the halls on kitten's feet," Warhead said in a creepy sing-song voice.

Cassandra thought for a moment. "Agreed," she said. "Warhead, Perfection, if you would please. You can check on the students to see how far this infection has spread. I will remain with Miss Frost to try and uncover the source and to see how badly it has affected our own plans."

Without saying a word Warhead and Perfection left the room and Nova turned her attention to Emma. "Now Emma dear, what has happened to make you fall so far so quickly."

Emma glared down at the short woman. "Release me and I'll show you," she said seductively as she licked her lips.

"No, no. I don't think so," Cassandra responded. "I've left all that behind me a long time ago. Perhaps... Shaw? Sebastian, how do you feel?"

"Horny enough to fuck the crack of dawn," Shaw said as he stared lustfully at Emma's tight ass.

Cassandra smirked, "How quaint. And what would you do should I release you?"

"Fuck this bitch into submission," Shaw answered as he nodded his head towards Emma.

"I'm sure the two of you could accomplish it," Emma said to both of her captives. "Wouldn't you like that Cassandra? When was the last time you felt that type of release?"

"Hmmm," Cassandra nodded. "Shaw seems to have eyes only for you, dear Emma. But you seem to be unconcerned as to the object of your attentions. Perhaps Shaw's infection is only slight, compared to you since he appears to be able to pick and choose his targets. Hmmm, perhaps... Shaw?"

"Yessss," Shaw hissed as he stared at Emma's large tits.

Cassandra closed her eyes and held a open palm up to Shaw. "Since Emma is so more far gone than you I'll be entering your mind. Close your eyes and tell me what you see."

Shaw obediently close his eyes. "I see Emma on a stage at the Hellfire Club, dancing," he grunted.

"And there's a audience around her, Shaw. Who's in the audience?" Cassandra asked.

"Their leader Cyclops, the fur ball Wolverine, some green haired woman, their little pet Shadowcat, and a bunch of kids. Their scientist McCoy and the dead one, Colossus, are coming in the door now," he said as he continued to stare at Emma on stage. In the dream she grabbed a nearby chair and sat down, spreading her long legs.

"And in the manager's office, Shaw. Who's in there?" A sheen of sweat broke out across Cassandra's bald head as the psychic projection she had built in Shaw's mind started to buckle suddenly.

"The office is mine. I'm in the audience, watching the show," Shaw said with authority as Emma began playing with her pussy in his mind.

"No, no, Shaw," Cassandra said, increasing the psychic pressure to maintain her projection in Shaw's mind. "Someone has taken over your office. Who, Shaw? Who is in there."

"Leave me be, woman," Shaw snapped as Shadowcat crawled up onto the stage and began nuzzling Emma's wet cunt.

"The office, Shaw," Cassandra ordered. "Now." Her body began to tremble with the effort of her telepathic command on top of her psychic projection.

"Leave. Me. Be!" Shaw shouted as he tried to approach the stage.

Cassandra's command came out as a dry hiss, barely audible as sweat rolled from her brow, "Now."

Shaw struggled for a moment more, his pride as a man of honor tickling in the back of his mind. As much as his primal lust was boiling in his blood, he had given his word and pledge to the new Hellfire Club. "So be it," he growled as he forced himself away from the stage. He struggled as his office door, each footstep forward a slight victory. The urge to surrender and turn back around, to climb onto the stage and take the two women was nearly overpowering him but he refused to bow to his baser desires. With a trembling hand he reached out and grasped the handle to his office door and pushed, but the sturdy door refused to budge.

"The door, Shaw," Cassandra gasped. "Force the door."

Shaw knew that he was in a mere psychic projection inside his own mind but he still activated his mutant power as a matter of belief. He believed his power to turn kinetic energy into strength would allow him to force the door and with a might shove of his straining arms the door shattered against his strength. His eyes shot open in fear and awe as the color drained from his face.

"The office, Shaw," Cassandra hissed. "What's in the office?"

Shaw could barely speak through his dry mouth and numb tongue, "A mountain. A mountain the size of the sky. Filled with storm clouds. Clouds with wings and yellow eyes." Suddenly the door he had shattered slammed shut in front of him.

As Shaw's imaginary door slammed shut Cassandra was flung back against the wall as invisible force slammed against her. She slid limply to the ground in a stunned daze, unable to move momentarily as she stared at her captives. "Your doing, I suppose, Miss Frost?" she said with a sly grin as she wiped away a trickle of blood from her nose.

"I'm sure I have no idea what you're talking about, Cassandra," Emma said coyly. She returned her attentions to Shaw, trying to force her subdued powers back to seducing him. With the slight connection her attack had built she slowly began feeding him the sexiest, most depraved images that she could.

"Mmm, so be it," Cassandra mumbled as she struggled to regain her feet. "Since I obviously can't leave the two of you alone, I suppose I'll just have to take you with me," she said as she walked over to the office door and forced Emma and Shaw to follow her.

* * *

"Here," Perfection whispered, pointing at a door.

"Boys," Warhead said as she looked out the window opposite the door. "So much to give what they're distracted by."

Perfection held the door open as Warhead wandered inside. The room was filled with steam and the grunts and moans of sex could be heard coming from the shower room. Warhead wandered vaguely in the direction of the grunts and moans and poked her head into the shower room.

Kitty was on her hands and knees on the wet shower room floor but she wasn't holding herself up, she didn't need to. On the floor underneath her one of her students had both of her firm tits in his hands as he thrust his hard cock deep inside of her tight pussy. In front of her another student held her head in his hands as he thrust his dick into her warm mouth and down her wet throat. And behind her a third student held her waist tightly as he buried his prick inside of her clutching ass.

The boys had been struck dumb the instant Ms. Pryde had entered the locker room and then their confusion had grown with every bit of clothing she had stripped off until, entirely nude, she had walked into the showers and started masturbating. All the boys had stood around her, watching hungerly, as she suddenly dropped to her knees and started sucking one of them off. She had quickly finished him off, swallowing his entire load before starting on the next stiff cock. It wasn't until s he started sucking the third prick that one of the students knelt down behind her and started fondling her tight body. He quickly shoved his dick into her tight pussy and began fucking her doggy style as she kept sucking the dick of the third student.

As both boys came inside of their horny teacher the rest had begun taking turns with her, one boy having her on the floor, the next boy fucking her against the wall, and another just wrapping her toned legs around his waist and fucking her standing up. But then the dam of their patience had broke and they all rushed her, pulling and yanking at her sexy body, gripping and squeezing her silky flesh, rubbing their hard pricks on ever square inch of her skin and thrusting their hard poles into whatever hole they could get to. And Ms. Pryde had groaned and moaned in lust and pleasure the entire time as she came again and again.

Kitty would have loved to have spent the entire day fucking the whole boys' gym class but the need to spread sex through all the school began to over ride her immediate lust. As one of her students popped his load inside of her greedy body she had taken a moment to catch her breath before directing one of the last boys to lay down flat on his back. She quickly straddled his hips and the slowly sank herself down onto his thick prick and leaned forward to let him suck at her tits. A small shoving match occurred between the last two boys until one of them managed to make his way behind her upthrust ass and began slowly filling her tight hole. She gasped out in pleasure the instant he started to fill her, giving the last boy easy access to her open mouth. With all of her holes filled with young, eager cock she had begun rocking her body back and forth, fucking all three boys at once.

Taking on three dicks at once had Kitty so excited that her orgasm quickly built inside of her. As each of the boys lost their rhythm they began just raggedly fucking into her body, knocking her body back and forth and side to side. She knew that they were about to pop by the way their hard shafts throbbed inside of her and the way their hips slammed against her body. She wanted to cum with them, all four of them at the same time and began working her body to bring them back to a unified rhythm. She began rubbing her tongue against the salty length fucking her mouth, rolling her hips to grind her sizzling clit against the boy underneath her and clenching tight on the cock fucking into her ass.

Finally, all at once, all three boys held Kitty's body firmly, burying their hard pricks balls deep into her body, filling her with their thick cum as she felt her orgasm crest and begin to wash over her at the same time that she noticed a strange girl watching her cum with her students. Her fighting instincts took over instantly and she immediately phased her naked body out from between the boys, causing them to fall in a stunned, twitching, orgasming heap on the floor. "Who the flamin' hell are you?" she demanded as she got to her feet and assumed a fighter's stance.

"Kittens prowling the hall while Kitten gets petted," Warhead said in her little sing-song voice.

"Right, sure. Makes perfect sense," Kitty said sarcastically. She motioned for her students to gather behind her in order to block them from any possible harm but their sense of fear was gone as they stared hungerly at her ass. "How'd you get into the school?" she asked through clenched teeth.

The strange girl pulled her head out from the doorway as she muttered, "Bored now," and in a instant Kitty phased through the wall and gripped the back of the girl's strange outfit and forced her to the wall. As she held the girl against the wall she noticed another intruder in a gray cloak watching her. "And who are you?" she growled.

Perfection held up a white gloved hand. "I am no one. You do not see me. I am not here," Perfection whispered.

"Right," Kitty agreed before turning back to the girl. "You going to answer me? Who are you and how did you get here," she demanded, shivering slightly as the cool air caressed her wet, naked body.

Warhead could feel Kitty shivering pressed up against her back. "Kitten shivers in the naked cold. Maybe some Hellfire to keep Kitten warm?" she sang.

A strange warmth seemed to lick at Kitty's body and her fighting instincts automatically forced her to react before she even knew what was happening. She slammed the strange intruder's head into the wall, stunning her. "What was that?" she wondered as the warmth slowly left her naked body. She rolled the girl onto her back and used her mutant ability to phase the girl's outfit off, leaving her nude. "Oh boys," she called out and was immediately surrounded by horny teenage boys. "Today for class we will be studying 'Interrogation Techniques'," she said as she grinned down at the vulnerable, naked girl.

Perfection watched the start of Warhead's infection, still masked from being seen or heard by Kitty or the students. After deciding that enough information had been seen the mysterious figure exited the shower room and contacted Nova telepathically. "Nova, Warhead is lost to us. The infection spreads through sexual contact. And it appears as though the energy released during orgasm is then syphnened away," Perfection thought towards Nova, gliding down the hall.

"I've come to the same conclusion," Cassandra responded telepathically. "Shaw is also lost to us to a lesser but growing extent."

"Perhaps with Shaw's lesser infection we could trace the fount," Perfection thought back.

"I agree," Nova said. "Continue observing the students. Perhaps cultivating multiple infectees we can find the source more quickly. Nothing can have the opportunity to halt our plans."

"Agreed," Perfection answered. "I shall report any changes," and with that the connection was broken and Perfection continued down the hall.

* * *

"Say that again?" Wing asked dumbfounded.

"Thank you. It was already very nice but you could have been more gentle," the young psychic named Blindfold said.

Wing had flown the halls as fast as he could after he had decided who he next wanted to fuck. He had landed as quietly as he could at Blindfold's door and tried to sneak in, wanting to finally, just for once, get the jump on his psychic schoolmate. He'd expected surprise or shock or something along those lines, not what he had found. He found the young girl naked on her bed, her long, dark hair mussed around her head, covered in sweat and panting erotically as she was obviously coming down from a orgasm. "I don't... what... what happened?" he stammered.

Blindfold stretched out her nude body, arms above her head, pulling her small breasts high up on her chest. The sweat gleamed on her naked body as she used her fingers to comb out her mussed hair. "I understand, yes," she said as she looked around, which always struck Wing as strange since she didn't have eyes. "You snuck up on me as you did just now both times and took me. I came so many times before you did what you've been doing."

"I don't... I didn't..." Wing stammered as he stared bewildered at her naked body. "Wait. You had a vision of what I was going to do so you went ahead and did it before I got here?"

"Yes. And you were very satisfactory," Blindfold said as she somehow found her usual baggy clothes and began to get dressed. "We've already infected others that we need to infect before it's over," she said as she walked past Wing and into the hall.

Wing stared in confused as Blindfold left him alone in her room. "But... but I didn't get to do anything yet."

"And you were very satisfactory at it," Blindfold said from the hall, leaving Wing alone with his throbbing, neglected erection.

* * *

"So, how are we going to handle this?" Nico asked as she stood in the doorway to Xavin and Karolina's room.

The three naked teammates looked up at Nico from Karolina and Xavin's now sticky bed. Karolina looked at Chase's and Xavin's spent cocks and then up at Nico. She was just as exhausted as Chase and Xavin but there was no way she was going to miss a chance to finally fuck her sexy Asian friend. "Well, Xavin and Chase are a bit tired right now," she said as she stood up and sauntered over to Nico. "Not to mention myself but there's now way I"m missing out on taking care of you." She reached Nico and embraced her, molding her naked body to her friend's.

Nico and Karolina giggled at each other as they hugged, pressing their bodies together. "Be gentle with me?" Nico asked as she smiled coyly.

"Not on your life," Karolina whispered back before giving Nico a quick kiss on the lips. The next kiss was longer as Karolina ran her hands up and down Nico's back. As she felt Nico relax the Asian girl began running her hands down Karolina's naked body to her firm ass. Karolina moaned in pleasure into Nico's mouth as she slowly ran her tongue across the Goth girl's lips.

Nico smiled through the kiss as she moaned in pleasure into Karolina's mouth. It felt like a wall had collapsed between them, allowing them to finally be close as they kissed and their hands explored each others' bodies. So caught up in their passionate kiss she failed to notice Karolina's skilled fingers undoing her top until it slid to the floor at her feet. She broke the kiss to look down at her suddenly naked chest. "Wow, you're good," she giggled at her friend.

"You have no idea," Karolina whispered as she began nuzzling Nico's slender neck. "...yet."

Karolina shove Chase and Xavin off of the bed and led Nico over to the mattress. She got down on her knees and quickly removed Nico's boots and skirt, letting it flutter into a puddle around Nico's feet. She looked up the length of Nico's now naked body and grinned. "No underwear? You kinky girl..."

There's ah... There's a story behind that," Nico said sheepishly.

"Don't care," Karolina said as she licked her lips. She slowly licked, kissed and nibbled her way up Nico's body, causing the slender Asian girl to pant and moan as she slowly rose to her feet and stood nude in front of her. Karolina once again slowly molded her more voluptuous body around Nico's more slender one, rubbing her heated flesh against her friend. She kissed Nico passionately, letting her tongue slide deeply into her friend's mouth, enjoying the taste of her.

Across the room Chase sat on the floor next to Xavin, both enthralled by the lesbian sex show. As Karolina laid Nico down on the bed and then laid down on top of her he heard Xavin moan next to him. He looked at the shape shifting alien and had to admit that he was actually a hot looking chick. Xavin moaned again and Chase licked his lips as he thought about maybe taking a shot at him... or rather her. He liked the way her long, mussed blonde hair looked against her brown skin. Her brown eyes were definitely sexy and she had some serious Dick-Sucking-Lips. He looked over her impressive chest, easily C-cups, plus she could make them even bigger if she wanted. "Yeah, defiantly think I'll give her a shot," he thought as his eyes trailed down her sexy body to her slim waist and then her rock hard, seven inch cock. His eyes show wide open in surprise. He'd forgotten Xavin had shape-shifted a cock for Karolina. "Um, never mind," he muttered as his own prick softened and he went back to staring at Nico and Karolina.

Nico spread her slender legs wide open to allow Karolina easier access to her wet pussy. Karolina laid her head between Nico's spread thighs and kissed the top of Nico's wet slit. Nico cooed as Karolina began giving her horny cunt quick kisses and licks and she began rolling her hips up to meet Karolina's mouth. She gripped the sheets as Karolina licked her wet slit from her puckered asshole to her clit and moaned low in her throat as Karolina slid her talented tongue into he r hot hole.

Chase was torn between watching the hot lesbian action going on in front of him or the bizarre act of masturbation next to him. The act of Xavin squeezing and massaging her large tits with one hand while jacking her porn sized cock with her other hand definitely confused him and his head kept sweeping back and forth between both shows like he was watching a tennis match.

Karolina used her talented tongue to bring Nico to the brink of orgasm and then pulled her head up from the steamy juncture of Nico's thighs. She slowly licked her way from Nico's wet hole up to her flat stomach and licked her belly button, causing the Asian girl to shiver. She continued up Niko's torso to her chest and her small, firm tits and quickly began nursing on the hard, dark nubs of her nipples. Nico was writhing in pleasure beneath her as she slid one arm down between their young, sweaty bodies. She finished feasting on her friend's small tits and raised her head up to peer into her friend's beautiful face.

"I... I don't know what to..." Nico began before Karolina interrupted her.

"You do nothing, Nico," Karolina said as she smiled warmly down at her leader. "I'll do all the work." She bent down and lightly kissed Nico's lips as her finger played at the entrance to her friends eager cunt. She ran her tongue past Nico's lips and across her teeth as her finger slowly slit past Nico's dewy labia. And as her tongue slid past Nico's teeth she explored the inside of her mouth as her finger slid into Nico's tight hole and began sliding against her tight, hot insides and her magical G-spot.

"Ohhh!" Nico moaned into Karolina's mouth as she came, her hand pulling at the bed sheets as she thrust her hips up to meet Karolina's talented finger and her juices covered her friend's hand.

Chase's hand slowly made it's way over to one of Xavin's large, brown tits as he watched Nico orgasm and the door to the bedroom suddenly opened.

"Guys, there may be trouble..." Victor said as he stood in the doorway with Klara and Molly behind him, "...Right in here," he finished as he slammed the door shut again.

"Ewww..." Molly squealed as she stuck out her tongue.

"Oh Hell..." Victor muttered as he used his electro magnetic powers to fuse the door lock shut. He knew that it would only last a couple of seconds but it was a couple of seconds he could use.

Searching for the group after lunch Victor's first clue that something was wrong had been finding Molly and Klara outside the main elevator to the labs waiting for the door. The girls had said that they'd been waiting forever for the elevator to open and so he used his robotic body to interface with the key pad and found out that the elevator had been locked down manually. He took the girls to look for Ms. Pryde for Molly's training session ane when he found her he had be en stunned. The schools computer had told him that she was in the boy's locker room but instead of finding her in the locker room office he found her in the shower fucking a dozen boys. He'd quickly taken the girls and rushed to Ms Frost's classroom and found her fucking her entire class as well. The girls had gotten lost on the way to the classroom but Victor, being a robot, was immune to the White Queen's telepathic powers and didn't even realize that Ms. Frost's powers were affecting the girls. He had gathered the girls up and ran straight for the Runaway's dorm room, finding the impromptu orgy.

It wasn't hard for Victor to figure out something was wrong with the whole school, possibly connected to whatever phenomenon he'd caused mutants to lose their powers, so the safest bet was to leave and find help. With Chase infected he'd have to pilot the Leapfrog itself, which wasn't hard, but getting to it now might be tricky.

"Victor, what were they doing in there?" Klara asked with worried eyes. "I couldn't see from behind you."

"Blaugh!" Molly said, holding her stomach and pretending to gag. "Kissing and special hugs."

"O.k., sure. We'll go with that," Victor said, not really knowing how to answer Klara's question. "We've got to make it to the Leapfrog," he urgently told the girls. "We gotta go for help."

"Help for what?" Klara asked.

"Everybody's acting strange," Molly said, placing her fists on her hips and assuming the classic superhero pose. "Princess Powerful and her sidekicks have to save the day."

"Nooo..." Victor said as the door shuddered behind him. "Princess Powerful and her sidekicks need to runaway and find some Avengers. Run for the Leapfrog!" he shouted as the door behind him shattered with the force of an explosion. He quickly turned around and saw Nico, Karolina, Chase and Xavin stepping through the rubble, all naked and judging by Chase and Xavin's erections, all horny.

Nico smiled sweetly at Victor. "Victor, can I talk to you for a sec?"

"Girls! Run!" Victor shouted behind him as his electromagnetic powers flared around him, levitating him two feet off of the ground.

Molly's powers flared around her as she lifted the closest object around, the couch, and threw it through the window. "Come on," she said as she grabbed Klara and leapt through the whole in the wall.

Victor aimed a electromagnetic flare at the Leapfrog, thankful that Chase had moved it closer, and reprogrammed the locks to only respond to Molly or Klara. As his four friends approached him he prepared to fight them to give Molly and Klara time to get to safety, he didn't expect to join them. "You realize that I'm a robot, right? Whatever's affecting you won't affect me."

"Oh, Victor," Nico said as she used her fingernail to place a small cut on her arm, just enough for a small drop of blood to well up. "When Blood Is Shed, The Staff Of One Will Appear!" she spoke as magical energies flared to life around her and a purple staff appeared out of her chest.

"I hate magic," Victor muttered as he and Nico attacked each other.

* * *

Jean and Emma had quickly stripped themselves naked and Scott had enjoyed the show. Jean had pale skin the color of cream and a curvy figure covered in plump flesh. Her large tits swayed and jiggled with every movement and were topped with bright pink nipples. Her ass was toned and tight but still covered in plump, jiggling skin. And while Jean's skin was the color of cream Emma's was the color of snow, her figure toned and tight, her large tits barely moving they were so firm. Her nipples were pale and hard and her ass was high and tight.

Scott's two wives embarrassed each other, rubbing and writhing as they kissed deeply and their hands flowed over each others' sexy bodies. He unconsciously moaned and caught Jean and Emma's attention.

"Tut, tut, tut you lazy boy," Jean said as she stood away from Emma, showing off her naked, plump body to Scott.

"No rest for the wicked," Emma sais as she stood next to Jean, showing off her tight, nude body to Scott.

Both women held hands as they sauntered over to Scott, swaying their hips back and forth, causing their large tits to swing opposite their wide hips. It only took a few moments to strip their husband naked and then throw him back into his chair, his cock all ready rock hard. Both women sat on either side of him, Emma grasping his shaft and Jean grasping his balls as Emma began jerking him off. Scott stroked each womans' hair, slightly nudging their sexy faces closer to his r igid prick. Both girls smirked at each other and switched, Emma now massaging his balls while Jean gave the hand job.

Scott groaned in satisfaction while he thought about each woman's different techniques. Emma had a lighter grip but she jerked him faster, twisting her wrist to work the sensitive tip of his shaft. Jean had a firmer grip twisting her wrist slowly up the shaft until she reached his tip and then working her way back down. For a moment he wondered whose technique was better but then decided, "Who cares," as his naked, sexy wives continued switching back and forth jacking his tool.

"Very good, Miss Frost," Nova said as she watched Scott's forced fantasy. "You've given him no reason to fight your projected dream. He has both you and Ms. Grey. He's on a honeymoon meaning he thinks he can relax or choose at anytime to return to the X-Men. I'm very proud of this work," she said as she pulled her mental focus back to Emma and Shaw. "And with every orgasm he feeds the infection, leaving you free due to your psychic rapport you share. Very, very clever."

"I'm glad you approve, Cassandra," Emma sneered. "Care to feel how well it works?"

"No, no. I don't think so Miss Frost," Nova said as she waved her hand dismissively. "But it does prove my theory to me."

"And what theory is that?" Emma asked as she concentrated on Shaw, trying to pump his mind with every lewd, sexual thought she could.

Nova paced back and forth in front of her captives. "The infection struck either earlier this morning or late last night and only partially infected you. The infection is passed through either psychic projection or any sort of sexual contact, infection physically or psychically, meaning it's a metaphysical infection. You, still in command of your own will, purposefully infected your dear Scott so that the infection could feed off of his sexual release instead of yours through the rapport you share. This left you free to investigate, which I will assume is when you became fully infected." Nova stopped and looked up at Emma's face, smiling wolfishly. "How am I doing so far?"

"So very good." Emma said coyly. "Let me give you a reward."

"I don't think so Miss Frost," Nova responded. "Instead of confronting the infection directly, as you must have done, Perfection and I will cultivate multiple contacts to locate the source of the infection and burn it out. Nothing must interfere in my plans." Nova walked in front of Shaw and lightly peered into his mind. She saw the psychic projection of the Hellfire Club and Shaw raping his way through the entire roster of X-Women past and present. "Between your infection of S ummers and Shaw, and Warhead's infection we have three contacts all ready," she said as she peered over at Emma as she continued trying to influence Shaw. "I know what you're doing, Miss Frost."

Emma leered evilly at Nova. "It's 'Ms.',"

Nova glared at Emma, tempted to teach Frost a lesson but decided that the risk of infection was to great. There was no doubt in her mind that she could easily kill Frost but she couldn't risk becoming infected. "Let us check on Ms. Frost's other victim," she said as she left Summers in his bed.

The three mutants arrived at the door to Wolverine's room and peered inside. Nova nearly laughed out at what she saw, a small Asian girl riding a naked and subdued Wolverine. "Emma you are a genius," she nearly cackled. "Please, tell me how you pulled this one off."

Emma spoke as she continued trying to feed Shaw every rape scenario she could dream up. Nova may have shut down her mutant powers but she was still connected to Shaw through the alien infection. "Hisako has a crush on Logan and Logan still has unrequited feelings for Jean Grey. I sent Hisako, under a telepathic illusion of Jean Grey, to Logan's room and Logan followed the illusion. Hisako, already infected, infects Logan while delivering a psychic command for him to sleep and dream, similar to Scott. Hisako continues having sex with him with all the enthusiasm a young girl has, continuously infecting and reinfecting him to the point that his healing factor can't shake off the infection physically or mentally."

"I am absolutely amazed by you, Emma," Nova said as she clapped her hands and laughed wickedly. "An now we have a fourth contact."

* * *

Hisako paid no attention to the three people standing in the doorway as she ass-fucked herself on Professor Logan's still hard cock. She was leaning back in a reverse cowgirl, her hands on his chest to support her, her legs spread wide open, giving the people in the doorway a clear view of her wet pussy and stretched ass as it slowly swallowed her teacher's cock. Sweat rolled and dripped off of her body as she slowly took the thick length into her horny, weary body. She ju st couldn't get enough of sex with her professor. As far as she was concerned her body was made to fuck him.

The group in the doorway left as Hisako managed to get most of Professor Logan's cock to fit in her tight ass. She wiped the rolling sweat from her forehead with the back of her hand as she braced herself for what came next. It had taken her ten minutes to find something to use as a lubricant, ten minutes without his precious dick inside of her before she had found a tub of Vaseline. She had worked her teacher's shaft with her small hand until it gleamed with the Vaseline and then used her own slick fingers to pump and stretch her tiny asshole until she was sure she could take the whole length of him.

Hisako screwed her eyes shut in concentration and took a deep breath, pushing her small chest out as she quickly forced her tight ass down, taking Professor Logan's last few inches. Her eyes shot open as she tried to scream, her mouth wide open and gaping in shock as a string of drool escaped from the corner of her mouth. Her entire body froze and she could feel the Professor's cum suddenly filling her ass as she came with him. The most intense feeling she had ever experie nced crashed through her as she was cumming and it was like nothing she had ever felt before, like nothing she could even describe. "Oh Professor," she squealed as her muscles sagged and her vision clouded. She collapsed back on top of her teacher's muscular body, his cock still buried inside of her as she passed out.

"Fuck yes," Logan growled as he came, filling Mystique's tight, blue ass with his thick, hot cum. Emma was beneath him, between his legs, licking his balls as Mystique came at the same time, her ass stuck high in the air as she screamed in unwanted pleasure on her hands and knees. He held her tiny waist tight, not wanting her to escape as he finished fucking her muscular ass. As the villain's orgasm subsided she collapsed forward onto the warm concrete, his cock pulling out as he let go of her ass with a pop and his cum drooling out of her asshole. He moaned in contentment as Emma's talented tongue worked around his still hard shaft, cleaning him and leaving his cock gleaming with her saliva in the sunlight.

Logan turned his head to look over his should at the sounds of high pitched moans as Emma started to suck the tip of his prick. "And just what do you two think you're doin'?" he asked Kitty and Jubilee. Both girls were now completely naked, their tan bodies gleaming and covered in suntan lotion. He placed his hands behind Emma's head to hold her steady as he began rocking his hips, fucking her sexy face.

"It's her fault," Jubilee whined as she slapped one of Kitty's firm tits. "She started it."

"O.k., that's it," Kitty said as she stood up and grabbed Jubilee under one of her arms. "Detention!" She pulled Jubilee behind her as she walked over to Logan's chair. She sat down and dragged the younger girl onto her lap, leaving the Asian's ass point up high in the air.

"Heeeyyy..." Jubilee whined. "Logan, help. She's being mean to me."

"Buck up, kid," Logan said as he watched the naked girls while he continued slowly fucking Emma's face. "Just take your punishment."

"You heard the man," Kitty said as she raised her hand high, grinning as she quickly brought her palm down on Jubilee's plump ass.


"Ow!" Jubilee shouted as she was spanked.


"Ow!" Jubilee shouted again as she felt the stinging sensation left by Kitty's hand. Slap! The stinging sensation seemed to crawl across her skin as she squirmed around on Kitty's naked lap. Slap! The stinging grew worse and a warmth seemed to grow across her vulnerable cheeks. Slap! "Ow! Stoppit!" she whined as the stinging warmth covered her entire ass. Slap! "Nooo!" she moaned as the stinging warmth crept lower to her pink pussy. Slap! "Sta... stop it... it, " she hiccuped as her pussy got warmer and warmer.

Logan grinned at Kitty and Jubilee's show while Emma wrapped her large, firm tits around his hard prick and began giving him a titty ride.

As Kitty continued spanking Jubilee's upthrust ass she began massaging the warm, reddened flesh between slaps, working her hand down to the Asian girl's tender, moist pussy. She delicately slid her fingertips across Jubilee's sensitive folds, teasing her, driving her wild. "Are you sorry? Did you learn you lesson?" she asked.

"I'm sorry! Yes! I promise!," Jubilee pleaded.

"What are you two agruin' about anyways?" Logan asked Kitty and Jubilee as he gripped Emma's large tits and used them to fuck his cock.

"Who gets to fuck you next," Kitty answered matter of factly. "I said I get to go first because I've known you longer. She says she gets to go next since she was your last 'sidekick'."

Emma sneered at Kitty before looking up at Logan. "Don't you think the poor girl has suffered enough, Logan?"

"Emma's got a point, Kitten," Logan said, giving Emma's firm tits a farewell squeeze before releasing them and turning towards the bickering girls. "You're older, you should learn to share better."

Kitty pushed Jubilee off of her lap but yanked the younger girl's torso up just to just below hers. Now Jubilee's face was between Kitty's tits and the Asian girl's ass with upthrust between Kitty's legs. "If you say so, Logan," Kitty said as she rolled her eyes.

Logan knelt behind Jubilee and ran his rough hands across the reddened, sensitive flesh of her ass. He ran his hands up underneath of her tight, little body and cupped her firms tits as he leaned forward and Kitty met him, their mouths and tongues rubbing against each other as they kissed deeply. Kitty's tits squashed against Jubilee's face as Logan's cock-head rubbed against the swollen entrance to Jubilee's wet hole.

Kitty moaned in pleasure and broke the kiss as Jubilee began to lick and suck on her tits and Logan began to push his cock forward. He shoved his cock in slowly, letting the Asian girl get used to his girth as she moaned in pleasure around her face full of tit. Jubilee's tight pussy spread slowly for him as she began to lick and suck her way down Kitty's chest to her flat stomach. Logan smiled as he bottomed out in Jubilee's tight, wet cunt and the former mallr at kissed her way in between Kitty's toned, spread legs.

"I'm glad to see you two girls gettin' along finally," Logan said as he slowly began fucking Jubilee. He barely pulled out an inch before sliding back into her juicy hole, wanting to fuck her as deep as he could. He took it slowly, wanting to build up Jubilee's pleasure and to take the time to enjoy the feel of the you mutant wrapped around his cock. And with the way Kitty was writhing and moaning in front of him, her small tits rising and falling on her chest as she panted in pleasure, he could tell that Jubilee was showing her appreciation between Kitty's legs. "We shoulda fucked her years ago, Logan" Kitty giggled as she rolled and thrust her hips up, humping Jubilee's face.

"Mumph uoo," Jubilee mumbled around Kitty's wet pussy.

Logan just chuckled and circled Jubilee's asshole with his thumb.

* * *

"You're not going to break me, Shaw," Nova said as Shaw tried to use his mutant powers to free himself from her control.

"Having problems, Cassandra?" Emma asked as she smirked, her arms crossed beneath her large, wobbling tits. While Nova was investigating a classroom Emma had been able to gather enough will power to shed her clothes, leaving her naked except for her thigh high boots and she'd quickly ripped apart her clothes so that Nova couldn't order her to put them back on. And since Nova had blocked her use of her powers, no telepathic illusions of clothing. "I'll fuck you raw!" Shaw had screame d the instant her clothes were off and tried to lunge at her causing Nova to spend the last five minutes restoring control.

Nova wiped the sweat from her brow as she glared up at Emma. "You may actually become more trouble than you're worth, Ms. Frost," she said. It was getting increasingly more difficult to keep both of them under her control. His need for sex was becoming nearly primal and without higher brain function she could use to control him she may have to put him down. "Hmmm... I'd hate to lose a useful tool though," she thought to herself. "Emma, take us to the labs, if you will," she ordered.

"Why, of course, Cassandra," Emma said sweetly, already knowing what Nova would find there. "Right this way." Emma led the way with Nova behind her to try and block Shaw's view of Emma's shapely, naked ass.

After heading down a half dozen corridors Emma stopped in front of a double set of steel doors. "Ta dah," she chirped, presenting the doorway with her hands and bowing at the waist, presenting her ass to Shaw. She smirked as he growled and drooled while trying to break free to get to her.

"You are getting very tedious Ms. Frost," Nova said as she opened the door to the lab. Inside she saw Beast and Colossus standing in the middled of the floor with Agent Brand sandwiched between them. They held her up easily as Beast fucked her pussy and Colossus fucked her ass, a look of sheer bliss splashed across their faces. Nova pinched the bridge of her nose between her fingertips and muttered, "Bugger all."

Emma smirked. "I take it this was not what you were wanting to find?" she said knowingly.

"No, but perhaps I should have expected it," Nova sighed.

"Perhaps you were looking for a stasis chamber or a power dampener? Some way to help you control Shaw and I," Emma said dismissively.

"You know I was, Frost," Nova said as she looked up at the White Queen. "You know, I could make you tell me."

"Of course," Emma said, keeping her dismissive tone of voice. "But could you do so without Shaw or I slipping your control? You are far more powerful than I, Nova. But even you are not powerful enough to hold back Shaw, myself and the entity holding the school."

Nova looked from Emma to the lab and then back to Emma. "You just went me to let you join those in the lab," she said, recognizing Emma's play.

"You can even scramble the lock once I'm in," Emma said, finally shifting her gaze to the 3-way in the lab. "I've been wanting to ride the Russian since he returned from the dead."

Nova sighed in defeat. She released Frost from her telepathic control and let her into the lab. Emma looked over her shoulder at her and waved, smiling and shaking her ass as Nova closed the door, scrambling the code.

"Nooo!" Shaw screamed in agony as the door closed behind Emma's tight ass. He looked around the hall dejected until his eyes fell upon Nova. "I guess you'll have to do," he said as he shrugged his shoulders.

Nova chuckled, "Heh. Don't flatter yourself, Shaw. I left those urges behind long ago." She sighed as she went over her options in her head. "Leashing you has become tedious," she continued as she peered into Shaw's eyes and into his mind. All she saw was lust. "You will locate Teenage Negasonic Warhead. You will stay with her until I call to you both. Do you understand, Shaw," she said as she finished installing her spoken words as a telepathic command.

Shaw quickly nodded his head, as eager as a boy promised candy.

"Good. Away with you then," Nova said, releasing her telepathic hold. She smirked as Shaw straightened his clothes as much as he could before running down the hall like a schoolboy, leaving her to continue her search.

* * *

In the Boy's Locker Room three boys held the helpless, naked intruder up on her feet. One of the boys, a low level telepath, blocked Warhead's access to her powers as he stood behind her, rubbing his erect dick against her gray, plump ass.

Kitty looked around the girl at the boy behind her, holding her arms back as he also held back her powers. "Remind me to talk to Ms. Frost about teaching you to do that," she told the boy whose name she never bothered to learn before fucking him. She turned back to the strange girl and noticed the way the boys had her arms restrained pushed her firm tits out. Kitty raised her hands up and caressed the girl's tits with her fingertips and licked her lips. She fi gured the girl was a B or C-cup, bigger than her anyway but most women were, and then teased her dark nipples to full hardness. The girl began panting and moaning as she groggily regained her senses.

Kitty lightly caressed beneath her captive's firm tits. "What's your name?" she asked as she ran her fingertips back up and circled the girl's black areolas.

Warhead smiled blankly at Kitty. "A Kitten asks of roses sweet," she said as she began humming tunelessly.

"Right. Figured that," Kitty said as she pinched and twisted the girl's hard nipples, making the girl moan in pain or pleasure, she didn't care which. She pulled up on the gray girl's captive tits, pulling them up and then releasing them, causing them to jiggle on the girl's chest. She smirked at the three boys when she noticed that they were humping themselves against the strange girl's ass and thighs.

Kitty ran her fingertips down the girl's torso to just above the girl's pussy. She didn't know if it was the steamy air or arousal but the girl's bald cunt was wet and glistening. She teased around her captive's puffy pussy lips, making the girl moan in unwanted pleasure. She slowly parted the young mutant's dewy labia, sawing her fingers between her lips and causing the girl to gasp. Kitty smirked evilly as she sawed her fingers up and down as the girl groaned in lust and began humping up against Kitty's knowledgeable fingers. As the girl got hornier and hornier Kitty began teasing the girl's dripping hole and hard clit. "How'd you get in here?" Kitty asked as her hands worked firmer and faster between the girl's spread legs.

Warhead smiled maniacally as she lustfully humped her captors hand. "Kitten's worried about a broken mirror," she sang. "Kitten's lost her claws."

Suddenly Kitty shoved two fingers deep into the girl's cunt as she used the fingers on her other hand to squeeze the girl's hard clit. "What does that even mean?" she muttered in frustration as the girl screamed out in a confusion of pleasure and pain. Kitty took a step back and looked at the goup of boys all staring at her and the other girl's naked bodies. She smirked as she took a step back towards the girl and cupped the girl's head, thrusting her tongue into the girl's mouth and rubbing her body against her captive's. She broke the kiss and stepped back again. "O.k. Boys. She's all yours until she breaks!" she shouted out in glee. In a flash a dozen naked boys rushed the naked girl, bringing her down like a pack of hungry lions.

Kitty made her way into the office looking for anything she could use as a paddle so she could spank the girl into submission. She went to the desk and found nothing before looking on the shelves. As she searched she found a batch of old pictures and stopped a moment. It was a old picture from back when she had first joined the team. She smiled warmly as she looked at herself in the picture making goo-goo eyes at Peter. She replaced the picture and returned to searching when she was suddenly shocked to her senses. Against the far wall was a full length mirror and her reflection stunned her. Completely naked, covered in dried cum.

"What the fuck?" Kitty muttered as she walked towards the mirror. She looked like... like... like a well fucked whore. She turned and looked at the boys, every once in a while catching a glimpse of the girl except... since when did the girl have blonde hair, no... wait, she was bald? No she... she... Kitty shook her head as a wave of dizziness washed over her. The girl had returned to normal but Kitty could not get the vision of Emma Frost out of her head.

"What are you up to you frozen bitch?" Kitty muttered as she looked at her reflection. Suddenly her mind flashed to this morning and then to last night. She couldn't remember everything and what she could remember involved Lockheed somehow. Actually she hadn't seen him since this morning. "Where are you, dragon?" she whispered as she opened her rapport with her friend. A primal sense of cold dread instantly hit her, knocking her to the ground. She instinctually shut down the r apport as she shivered naked on the floor. "Need help," she thought. "Need Logan. Need Scott." She left the office and crept by the gang-bang, a throbbing need echoing in her loins to join in coursing through her. She quickly dressed in the only clothes she had, her tight T-shirt and shorts, and ran to Logan's room first.

* * *

"Yeah. O.k. Sure. So this is happening," Kitty said as she peered through the doorway to Logan's room. Logan was on his bed, unconscious, naked, and being ridden by the young mutant Hisako. Kitty was stuck staring at Logan's thick cock as it spread and stretched the young girl's pussy. Hisako's head was thrown back in pleasure as she rode him, her back arched and small tits thrust out from her chest. "Finally. Someone with smaller breasts than me," she thought as she licked her lips hungerly.

Kitty shook the sexual thought from her head. "No, no, no..." she whispered, steeling her resolve. "O.k. Whatever's happening is affecting Hisako and apparently Logan. I need to find Scott," she thought as she continued staring at Hisako fucking a unconscious Wolverine. "I can't just leave her here, can I?" she wondered. She knew the answer was "No" but she found herself wondering what Hisako looked like in the throws of a orgasm.

Kitty took a deep breath to ready herself and walked into Logan's room. "Hisako? Sweetie? What do you think you're doing?" she asked. Despite everything going on, the smart thing was to leave Hisako and Logan and go find Scott for help, but for some reason she felt compelled to reach out to the couple on the bed.

Hisako looked at Kitty without breaking her stride. Her eyes were hazy and glossed over as she spoke, "Ms. Pryde. It's so good to see you. Look, Professor Logan loves me," she said as she rolled her hips back and forth.

"That's not love, sweetie. That's a erection," Kitty said as she reached for Hisako. "And usually it's guys that get those two things confused." She reached for Hisako, soothingly running her hands up and down the girl's arms. "You need to come with me, darlin'" she said, looking for Hisako's clothes.

"But... but Professor Logan..." Hisako said as she stopped her movements and just sat there, Professor Logan's cock inside her wet pussy, and talked to Ms. Pryde like it was the most natural thing in the world.

"He'll be fine, Hisako," Kitty said, amazed by how obedient Hisako was being. "We'll come back for him in a bit."

"If... if you're sure, Ms. Pryde," Hisako said as she climbed off Professor Logan, her tight cunt making wet, sucking sounds as she slid off the unconscious man's cock.

"I'm sure, sweetie. Now put this on," Kitty said, throwing Hisako one of Logan's button up shirts after failing to find the young girl's clothes.

"As you say, Ms. Pryde," Hisako said as she put on the shirt and began buttoning it up. It was far to big for her, trailing down to her slender thighs and requiring her to roll the sleeves up. "Where are we going?" she asked.

Kitty didn't respond. She was to busy staring at Logan's up-thrust cock, gleaming with Hisako's juices in the dark room. "After all these years, what could it hurt?" she muttered to herself.

* * *

The gray cloaked figure of Perfection appeared to glide down the hall of the staff's quarters. It approached Emma's quarters and entered, not at all surprised by what was inside, Scott Summers laying unconscious on the bed, a erection tenting his pants. Perfection concentrated for a moment as the silent intruder made contact with Nova. "I've found Summers. He is as you guessed. He should supply a significant conduit to whatever is attacking the school," Perfection thought to Nova.

"He does at that," Nova replied telepathically. "I will begin a direct investigation and share my findings."

"Understood," Perfection replied. "I shall finish here and join you."

"Agreed," Nova projected before cutting off their telepathic link.

Perfection stood for a moment, apparently staring at Scott from beneath it's hood before leaving the X-Men's leader to his dream.

"Who was that?" Scott asked as Jean deep throated his cock. She made a long swallowing motion with him buried in her throat, massaging his prick before raising back up and bobbing her head as she sucked hard on his throbbing tool.

"I didn't hear anything," Emma said as she released one of Scott's cum filled orbs from her mouth and raised her head up from his spread thighs.

Emma ducked her head back down and went back to work. She used her long, warm tongue to lap at Scott's heavy sack, moaning at the taste of him in her mouth. She lovingly covered his sack in her saliva, coating him completely before sucking one of his tender balls into her mouth, lashing it with her tongue and then switching to the other salty orb. Above her Jean took another long swallow of his cock, devouring him whole before releasing him. The sexy red head jacked hi s cock slowly but firmly at his base while her pink lips stretched tightly around his girth again and she massaged the length of him in her mouth with her wet tongue.

"Could have sworn I heard someone," Scott muttered as he looked around for the source of the voice he had thought he heard. Not seeing anyone he began to wonder why he cared. He was blissfully married to two beautiful, sexy women who were sharing in giving him the best blow-job of his life, why would he care about anything else right now?

"Hey guys. Sorry I'm late," a voice rang out from the house.

"Oh, it's Rachel," Scott said as he smiled.

Scott and Jean's possible daughter from a alternate time line came out to the back deck through the sliding glass door. She looked almost exactly like Jean with a more slender build, smaller breasts and hips, with shoulder length hair the same color as her mother's. Due to time travel she was only about 5 years younger than her parents and still in school at the Xavier Institute. She was dressed in a red flannel shirt and tight jeans with boots and unslung her backpack onto the table. "Still enjoying the honeymoon I see," she said with a unembarrassed giggle. As a telepath like her mother she was used to accidentality viewing other peoples' fantasies and so hand no inhibitions watching her parents fuck in front of her. As well as other things.

"We thought you'd miss it," Scott said as Rachel walked towards him.

"Nope, got my Finals done early," Rachel said as she bent down and kissed her father. She moaned as his tongue slid past her lips and explored her mouth and one of his strong hands squeezed one of her plump tits and his other hand explored her tight backside.

Emma gave Scott's balls a last lick before popping her head up from between his spread legs. "And how did your exams go, sweetie?" Emma asked as she stood up.

Rachel broke the kiss with her father as he playfully pinched one of her now hard nipples. "Pretty good. I think Professor McCoy really liked my thesis paper," she said as she approached her new step-mother. Emma embraced her warmly and kissed her deeply, rubbing her large chest against her as her hands wandered down to cup her ass. Rachel did the same, squeezing Emma's tight ass and ran her fingers low between her cheeks.

"I think her biological mother would like to say 'hi,', too," Jean said as she let Scott's member slide from her mouth.

"Of course, dear. How rude of me," Emma said as Jean took her place and she got down on her knees between Scott's spit wet cock. "Just tell me if I'm blocking your view, dear," she smirked at Scott as he locked eyes on Jean and Rachel and she swallowed his cock. He placed his hand on Emma's head as he relaxed and watch Jean and Rachel begin to kiss each other deeper and passionately.

Rachel molded her body to Jean's; chest to chest, groin to groin, as they kissed. Their hands flowed over each others' bodies like water as they began moaning in lust and desire. Jean reached up and began unbuttoning Rachel's shirt as she broke the kiss and began licking and nibbling down her daughter's graceful neck. Rachel untucked her shirt from her tight jeans and shrugged it from her shoulders, baring her firm tits to her mother. Jean squeezed Rachel's firm breasts, causing the young woman to coo as Jean licked the tips of her hard nipples. Jean sucked one of her daughter's hard nubs into her mouth and began sucking it enthusiastically as she lashed it with her tongue. Rachel moaned in pleasure and began unfastening her jeans, working them down her hips.

"Let's stop right there, shall we?" Emma said as she released Scott's cock from her mouth and pulled her head from his hands.

"Emma?" Scott said, wondering what his wife had in mind.

Emma smirked mischievously as she stared at Rachel, her jeans halfway down her thighs, still wearing her boots and panting in lust as her mother sucked at her tits. "I just think both parents should welcome their daughter."

* * *

"Hmmm. In hindsight it's perfectly obvious," Nova said as she stood in front of the doors to the Danger Room. "Perhaps a perception filter to keep people from realizing..." she wondered. She waved her hand over the keypad that opened the doors, attempting to find psychic residue that would help her to open the door. Without Shaw's strength to force the door or Teenage Negasonic Warhead's ability to warp reality around the door she had no other means except this longshot. Suddenly a psychic projection appeared in her mind. Emma Frost ("Of course," she thought) entering a override code. Nova quickly entered the number and stepped inside.

The mental and physical assault lasted only a moment before Nova waved a hand through the air, dispursing the illusions and halting the telepathic assault. "I've seen galaxies fall to dust. Your petty pictures mean nothing to me," she said to the reposed figure of Lockheed across the room from her. The doors behind her closed as the room returned to normal with a raised dais for the alien dragon to recline on. "Who are you?" she asked, keeping her temper in check. Perhaps if she played her cards right she could win herself a new ally.

"Lockheed," the alien hissed in Nova's mind.

"No. Lockheed is the entity you inhabit," Nova responded verbally, preferring to use her telepathic powers to gauge the alien for weakness. "What do you want here?"

"Power," Lockheed said as his eyes flashed.

"Yes, well, that was obvious," Nova muttered to herself. "Where are you from?"

"Home," Lockheed said longingly.

"And where exactly is home?" Nova asked, feeling as if she were on the edge of a breakthrough of some kind. She released telepathic tendrils from her mind, only allowing the lightest touches of the power flowing around her and into Lockheed. Almost immediately she began receiving flashes and momentary glimpses. "No more mutants," she whispered in a mix of fear and astonishment.

* * *

"Interesting," Perfection said as the cloaked figure stood in the doorway watching the small orgy as it kept itself telepathically hidden.

Emma was on her knees with Peter gripping her hips and fucking her from behind as Agent Brand was on her knees with Hank gripping her hips and fucking her from behind. The two women knelt chest to chest, their breasts mashed together as they kissed roughly, the hands between each others' finely toned legs.

Perfection walked over to Agent Brand and peered into her short term memory. Agent Brand had been informed by one of her staff that some sort of emergency was occurring at the Xavier School and so she had immediately taken a pod down from the orbiting space station called The Peak. Arriving at the school Brand had been immediately infected by Emma. The White Queen had then sent her to infect others and Brand had immediately decided on her current lover, Hank McCoy. On her way to McCoy's lab she had infected Colossus, attacking him in the elevator and fucking his unconscious body.

In Perfection's mind's eye Brand and Colossus exited the elevator, his new lust waking him from his unconscious state, and greeting the unsuspecting Beast in his lab. As Beast and Brand embraced, Colossus had quickly activated his organic steel skin and pinned Beast's arms behind his back. Brand had pulled her knife from her uniform and used it to cut off Beast's lab coat and uniform, leaving him completely naked as he struggled in his friend's grasp. She had growled mockingly as she go t down on her knees and sent her hands into the thatch of long, blue pubic hair and quickly found the penis sheath between his legs. She licked her lips as she used her hands to stimulate his furry sheath and draw out his hardening cock out from the depths of his fur. She took a moment to be thankful that his cock was closer to a human's than a cat's, otherwise she'd have to worry about the barbs.

Agent Brand had then opened her mouth wide and nearly inhaled Beast's cock whole as Perfection watched her memory. If asked Perfection would have to be forced to admit to admiring Brand's technique as she roughly sucked Beast's red cock. It wasn't easy to turn what some people considered a submissive role into such a dominant role but Brand managed it. She kept him on the verge of orgasm as his pleas of release turned to begging to be allowed to cum. She used her hands and mouth equally, massaging, sucking, tugging, and licking all over the shaft and in next to no time had her captive rocking his hips, attempting to fuck her talented mouth. She had swallowed every drop as she finally allowed him to cum and his first act after being infected was to rip her uniform off and fuck her like a wild animal. And even then she just squealed for joy as she wrapped her legs around his waist.

Perfection turned it's attention, intriged as to why attempting to locate Nova and search for the source of infection led here. In Emma's mind's Perfection saw Nova leave Frost to her own devices while she continued her search. Frost immediately went for Colossus, using her powers to make the other two rutting infectees forget about the Russian and not to even realize that she had entered the room, she wanted him to herself first. Next she had yanked Colossus to his feat and dragged hi m across the room, giving herself plenty of room if needed.

Emma forced Colossus to the wall and stood up on her tip toes to kiss him deeply and Perfection approved. After throughly exploring his mouth with her tongue Emma had broke away and began kissing down his body, covering his broad, muscular chest and abs with her lips and tongue, exploring his body before getting on her knees in front of him. She took his long, thick cock into her hands, slowly but firmly jacking his base as she covered his sensitive helmet with her lips. She s wirled her tongue around the tip, causing him to moan as she then swallowed as much of his cock as possessable and rolling her eyes at the heavenly taste of such a divine prick. She rubbed her tongue around the thick shaft embedded in her mouth as she continued jacking him off as she moaned in pleasure. She couldn't wait anymore to have him. Even as a villan she had always wanted to fuck him, so handsome, so muscular, so ernest with his deep blue eyes. She had to have him.

Emma had laid down on her back with her long legs spread wide. "Fuck me, Colossus," she had said breathlessly and Perfection became annoyed at the memory. Colossus laid down on top of her, his broad chest eclipsing her vision as he had lined the tip of his cock up with the entrance to her burning cunt. He worked himself inside of her slowly, stretching her tight pussy, filling her completely as she writhed in pleasure beneath him. As he began working himself in and out of her she could feel her juices sliding over her compacted ass-cheeks and puddling on the floor underneath her body. She had raised her hips up to meet each of his thrusts as she ran her hands over his body, tracing every ridge and bump of his chiseled body. Her passion rose higher as he slowly increased his speed and she could feel her orgasm already starting to rise.

Perfection stirred as the memory Emma bit her bottom lip and stared to moan, "Uh huh, uh huh, uh huh," in a high voice. She had continued to chew her bottom lips as she braced herself on Colossus' forearms and he bottomed out inside of her, filling her completely as he rolled his hips, rubbing himself against her inflamed clit, causing her to cum. "Yesss..." she had hissed as her spasming pussy clamped down on Colossus' cock, triggering his own orgasm and filling her with his seed as they came in perfect unison.

"This had become tedious," Perfection muttered, leaving Emma's mind. With a small act of concentration Perfection let out it's senses, tracing the trails of energy from the infected to the source. "Of course," Perfection whispered. "Nova has already engaged our foe." Spinning around Perfection stared at the horny group on the ground, unknowingly fucking themselves into oblivion.

Brand was laying flat on her back, her firm tits jiggling with each of Beast's thrusts into her mouth. Between her spread legs Emma worked at her tasty pussy while Colossus fucked her upthrust ass. Emma looked up from Brand's tasty slit and looked up at Perfection. "If your job is so tedious then perhaps you should join us?" she said smugly as she began rocking her pale ass to meet each of Colossus' thrusts.

Perfection's cloak ruffled a bit as Emma proved to be able to see the figure. "Well, at least it seems that you haven't lost your edge completely." Perfection said as she threw back her hood, revealing her beautiful face and blonde hair. "I was very nearly disgusted to see what I had become," she said as her cloak fell to reveal Emma Frost, the White Queen of the Hellfire Club. The White Queen was very nearly Emma's identical double except for appearing nearly 5 years youn ger and wearing one of Emma's old outfits. Her boots were thigh high and flared out at the tops, she wore a pair of shorts so small they were nearly a thong and exposed most of her tight ass-cheeks, her tight corset barely contained her large breasts and her hair was just above shoulder length and dyed and even more pale blonde that was nearly white. "There may be some hope for you yet, Emma," she sneered.

The White Queen concentrated and contacted Nova. "Frost could see through my psychic cloak. The entity must be aware of me by now," she reported. She could feel the strain Nova was under through their link.

"A pity," Nova grunted. Her casual attack of the entity had turned into a psychic shoving match and Nova knew she'd never survive a full battle. "A hidden ploy would have been useful about now. You and Frost should have a natural rapport. Try to disrupt the entity's link to Frost. We must depower the creature."

"Understood," the White Queen said before breaking the link. She giggled as she dropped her psychic cloak and said, "Oh, Emma," right before kicking Frost in the face. The force of the kick knocked her away from the group right before the White Queen knocked out the rest of the group with her powers. As the group slumbered on the floor she walked over their prone bodies as she approached Emma. "You are such a disappointment to me, Emma. To see what I've become," she said in distain as sh e yanked Emma to her feet by her hair. "Such a disappointment," she whispered as she slapped Emma across the face. "Bowing to Xavier," she said as she squeezed one of Emma's large tits, twisting the firm globe and causing Emma to groan in pain. "Sharing your bed with that witless Summers," she continued as she twisted one of Emma's hard, pale nipples.

The White Queen scraped her gloved fingernails down Emma's torso, concentrating her telepathic powers into a laser beam straight into Emma's lust addled brain. "You probably still haven't figured out who I am yet, have you?" she mocked as her deft fingers began toying with Emma's wet cunt.

"Who... who are... are you?" Emma panted as she began trying to hump the other woman's hand, desperate to cum.

Thrusting her tongue into Emma's gasping mouth the White Queen kissed roughly before shouting, "Call Me Queen!" and shoving two fingers into Emma's needy cunt and one finger into her tight ass. "Ha ha ha..." she cackled as Emma came, the head Mistress's's cum soaking her leather glove.

"Oh God," Emma squealed as she was forced to cum. Her hips bucked and her body shook as tremors seized her sexy, naked body. The other woman, the fake White Queen, leered at her as she twisted her gloved fingers inside of her spasming pussy and clenched ass. As her orgasm subsided she stared daggers at the other woman as she panted, her tits rising and falling on her chest.

"You're welcome," the White Queen laughed as she released Emma's hair and let her fall to the ground. She gripped the sides of her shorts and peeled them down her long legs, revealing her trimmed, glistening pussy. "Let them eat cake," she sneered as she leaned against the wall and used one hand to open her delicate labia and revealing her pink treasure to Emma.

With the White Queen's concentration on her mental laser into Emma's mind, Hank, Peter and Brand slowly began to wake up. As they regained consciousness they saw the two Emmas fighting and arranged themselves to watch. Brand got on her hands and knees facing off to the side of the Emmas, Hank sliding his hard cock into her talented mouth to watch the women from over his shoulder so that Brand could see around his shaggy hip. Peter slid into Brand's tight cunt from behind, his hips to wide for her to see around and all three got to see their Emma hang her head in defeat as she crawled in between the other Emma's spread legs.

Emma draped one of the White Queen's long legs over her shoulder before gripping the other woman's tight ass-cheeks. She may have lost her double's little power play but she could get revenge by infecting her the same as everyone else. She nuzzled into the White Queen's pink folds and licked around her wet hole before drawing her tongue up and licking around her doppleganger's already hard clit. She nibbled around the puffy labia before switching her tongue down and licking her puckered a sshole. All ready the White Queen was panting and moaning in lust and her orgasm was already rising as Emma thought, "Easy enough since I already know what I like."

The White Queen untied her corset, releasing her large tits to grip and paw at her chest as she rolled her hips up to meet Emma's tongue. She wished she could just concentrate on the pleasure Emma was being forced to give her but they needed to free the school from the infection spreading through it before it toppled the Hellfire Club's plans. She released one of her large breasts and gripped the back of Emma's head and began forcefully humping the submissive woman's face. "Fu uuck yes," she hissed as she rubbed her clit up against Emma's face, releasing the force of her orgasm.

Emma grinned around her face full of wet pussy as she felt the infection spread to the other woman and used her own mental power to blast the other woman's mind. "We'll she who's the Queen," she thought.

The infection and Emma's mind blast slammed into the White Queen's brain, latching on to her mental laser and flashing it into Emma. The infections from both Emma and the White Queen met, swallowing the other as Emma's blast and the White Queen's own power obliterated the remaining infection.

As Emma felt the infection wither away inside of her she allowed the White Queen's leg to fall from her shoulder, her eyes wide in shock at finally being freed. Trying not to let her shock show how glad she was at being freed thanks to the other woman's rescue she stood up, dusting off her knees and wiping the excess cum from her chin. She looked at the other woman with her hands on her hips. "An excellent plan, I have to admit," she said.

"Thank you," the White Queen said, smirking at Emma.

"Except for one thing," Emma said as she pretended to check her manicured fingernails.

"Yes?" the White Queen asked with her hands on her hips, mirroring Emma.

Suddenly Emma lashed out with a diamond encrusted fist, knocking the White Queen unconscious to the floor. "I'm the Queen here."

* * *

"Oh God, oh God, oh God..." Kitty chanted as she rode Logan's thick cock. She raised her slender hips up and down his shaft, causing her small breasts to jiggle with each thrust. Across from her, Hisako was riding his slumbering face, humping her young pussy against him as he dreamily licked at her gushing pussy.

Kitty traced her fingertips across Logan's thickly muscled chest, exploring the ridges and curves of him as she fucked herself on his thick cock. She leaned back, her firm tits pointing straight up as he gracefully arched her back, and then looked down her sweat slick body to where his cock stretched her pussy wide with each thrust. His groin was soaked with her juices as she rode him and her eyes trailed up his chest to where Hisako was humping his face. She licked her lips hungerly as she watched her students naked, writhing body.

Hisako placed her hands on Professor Logan's chest to brace herself as she began to slowly grind her hot pussy down more firmly on his mouth. His always present beard stubble scratched across her delicate pussy and she began moaning out louder and louder as she felt her orgasm begin to crest.

Kitty loved the sounds Hisako was making and knew the young girl was about to cum. She leaned forward and gripped the back of the girl's head, bringing her closer before plunging her tongue into Hisako's gasping mouth.

Hisako's eyes flew open in shock at having never kissed a girl before or even a boy before Professor Logan. But after a few moments she decided that Ms. Pryde was a excellent kisser and raised her hands up to caress her teacher's firm, silky breasts.

Kitty moaned into Hisako's mouth as Hisako moaned into her's. Their hands explored each others' bodies, caressing and stroking their most delicate areas as the both got closer and closer to cumming.

"Logan, that's... that's not... not share... sharing," Kitty panted as Jubilee's tongue circled around her clit. She kept rocking her hips, humping the Asian girl's cute face as she watched Logan fuck Jubilee's gushing pussy with his thick cock and her ass with his thumb. "It's... it's not fa... fair," she gasped.

Logan thrust his cock and thumb deeply into Jubilee's writhing body before releasing his hold on the girl. "Well, you got a better idea, let's hear it," he growled as he pulled out of both of Jubilee's tight, clutching holes.

Kitty slid out from underneath the panting Asian girl and stood next to Logan, whispering her idea as she slowly jacked his hard cock.

"Hey! I was about to cum," Jubilee whined as she rolled over onto her back, her tan body gleaming in the sun.

Logan ran his hand down Kitty's back, cupping one of her muscular ass-cheeks. He looked from Kitty to Jubilee and back again. "If you're sure, darlin'. I don't want to hurt you," he said as he affectionately squeezed Kitty's ass.

"You won't," Kitty said as she lovingly squeezed his throbbing prick before releasing it, a twinkle in her eye. She walked back to Jubilee, feeling Logan's eyes on her ass. She bent at the waist, giving her former mentor a great view of her tight ass, and spread Jubilee's knees, climbing down between them and leaning over the slightly smaller girl. Now they were face to face, chest to chest, and wet cunt to wet cunt.

"O.k., now what?" Jubilee asked, not sure what to expect.

Kitty didn't answer, she just grinned as she wiggled her eyes brows and bent down to kiss Jubilee. When she kissed Jubilee, Kitty ran her hands over the other young woman's naked flesh, across her skin, her fingertips delving into every nook and cranny as Logan positioned himself behind Kitty.

Logan sat on his knees behind Kitty, watching the two young women. Kitty began rolling her hips, humping her wet pussy against Jubilee's own gushing cunt. Logan aimed his cock up and pushed into Kitty's hot hole, causing his former protege to moan in pleasure. He aimed his cock down as he pushed into her, causing her to thrust down more and rubbing against Jubilee more firmly. He began slowly fucking in and out of Kitty's body as she fucked Jubilee, the two sometimes rivals moaning and panting in pleasure.

Running his thumbs around Kitty's puckered ass Logan slowly worked her tight asshole open using her own juices and suntan lotion as lubricant. He slowly pulled his cock out of her wet cunt as she continued humping Jubilee and he began pushing his thick cock into her tiny asshole. The girls continued moaning and groaning as they fucked beneath him and he slowly pushed forward, occasionally rocking his hips to ease his progress until he finally bottomed out inside of Kitty's tight ass.

"Ohhh, Logan," Kitty moaned in pleasure before bending her head down and sucking on one of Jubilee's dark brown nipples.

"Ohhh, Kitty," Jubilee moaned in pleasure as she ran her hands down Kitty's wiggling body to her ass, holding her ass cheeks apart as Logan began fucking her ass more forcefully.

"Ohhh, girls," Logan moaned as he fucked deep into Kitty's ass and she humped her pussy against Jubilee's, it was a picture he burned into his mind as he thrust himself faster and more firmly. He could feel his cum filled balls slapping against Kitty's sticky labia as he groaned and growled as he got ready to cum.

Kitty broke away from Jubilee's small tits as she felt Logan tense inside of her. "Now, Logan. Do it now," she panted. She gasped out as he pulled his prick out of her with a pop and she immediately began forcefully kissing Jubilee and rubbing their sensitive chests together.

Logan positioned his cock between Kitty and Jubilee's groins, slowly pushing himself between their slick, wet cunts. Both young women began humping against his shaft, dragging their hard clits against his length. Suddenly their dams broke and all three came together, their juices flowing and mixing together as they dripped to the ground.

"And that's how I learned to share," Kitty giggled.

"Sorry, sweetie. I've waited to many years to share," Kitty said as Hisako slid nearly bonelessly off of the bed, kneeling on the floor next to Logan's prone body.

"It's o.k.," Hisako said. She had never imagined having sex with a girl before, but the fact that Ms. Pryde had made her cum so easily while they both had sex with Professor Logan left her wondering what sex with just Ms. Pryde would be like. And the sight of Ms. Pryde having sex with Professor Logan was definitely turning her on again.

With Hisako off of Logan, Kitty leaned forward, her small breasts rubbing across his hairy chest, his hair scrapping across her nipples and making them sizzle. She began rocking her hips rougher, fucking him harder, the headboard banging against the wall. "Oh fuck, Logan. Oh fuck," she groaned as she clawed against his chest. Suddenly her back arched as she froze in place, her head thrown back as she screamed, "Oh Logan!" and came. Her tight pussy clamped down on his thick cock, milking him as he came inside of her, filling her with his thick seed.

As her orgasm coursed through her Kitty collapsed against Logan's chest, riding out her orgasmic bliss. "Fuuuck yes," she groaned as a sloppy grin spread across her face. "Sooo good."

Kitty slowly sat up, Logan's cock still hard inside of her as she finished cumming. She saw Hisako kneel on the floor next to the bed staring at her lustfully. "Yeah. We're gonna have to do something to help the other students now," she muttered as she slowly pulled Logan's thick cock out of her sated pussy.

* * *

Sebastian Shaw strode regally through the halls of the school, smirking as he peered occasionally into random classrooms. Some of the classed appeared perfectly normal while others had degenerated into nothing short of adolescent orgies. He actually liked the idea and decided that he would be adding several changes to the Sex Ed. classes when the Hellfire Club was running the school.

Shaw used the psychic rapport established by Nova to track down Teenage Negasonic Warhead. He couldn't quite remember how long he had know the young mutant but he was already tired of her nonsensical ramblings. If it wasn't for her slightly useful mutant reality warping powers he would have already had her mind stripped and put to work in one of his clubs. He snorted in amusement as their psychic link brought him to the boy's locker room.

Judging from the sound coming from inside the locker room it was obvious that the infection had spread into there and obviously it had probably taken Warhead Shaw decided. He stared intently at the sign on the door with the words, "Boys' Locker Room," written on it. A menacing grin broke out across his face as his head turned and he stared at the next door down. He walked quickly to the next door unbuttoning his shirt as he arrived at the door, pushing it open with his shoulder while his fingertips traced over the sign that read, "Girls' Locker Room."

* * *

Victor swooned, despite the advanced robotic gyroscopes and next generation computer programs that kept him steady on his feet. His electromagnetic powers flashed from his eyes, beaming across the room and activating the keyboard next to the door to the dorm. The LED display activated and the security protocals activated, ceramic blast shutters closing over the door and the hole in the wall, sealing the oldest members of the Runaways in.

Nico's spell flowed out of her magic staff like water from a fire hose, coating the room in eldrich energy and blasting over Victor's robotic body. Programmed to believe he was a human youth until discovering his true origins, Victor was built to mirror a human being completely so he felt his body respond to Nico's infectious spell. His last free thought was what could have happened to the girls if he hadn't helped them escape.

As her spell ebbed Nico walked over to Victor and used one hand to cradle his face as she peered into his eyes. She wasn't sure if it was possible for a witch to enslave a robot with a sex spell but she shivered delightfully at the idea.

"I... I... Nico?" Victor muttered as he felt his body begin to respond to Nico's spell.

Nico looked down at the growing bulge in Victor's pants. "Dibs!" she shouted merrily as she dropped her staff and began hurriedly stripping her friend.

"But I want some, too," Karolina whined as she slowly jacked Xavin's and Chase's hard pricks.

Nico looked over her shoulder at her three friends. "You slut," she said playfully. "You've got your hands full and you're whining about more."

Karolina looked down at her full hands. "Good point. But I call dibs on sloppy seconds," she chirped playfully.

Nico didn't bother to respond to her horny friend as she kissed her way down Victor's muscular chest. She bent lower and lower with each kiss until she was bent over a the waist, her firm ass sticking out, and kissing right above the top of Victor's jeans. She yanked them down his legs as she got on her knees and grasped the base of his dick. She licked her lips in anticipation before opening her mouth and drawing his pick in using her tongue.

Victor moaned as Nico's lips closed around his shaft. She moaned and he could feel the vibrations tickling along his length as she began bobbing her head back and forth. He stepped out of his jeans and shoes, leaving him only in his socks as he began rocking his hips and softly fucking her mouth.

Chase continued watching the show as Karolina jerked him off when suddenly she released his prick. "Hey," he groaned in disappointment as he looked over and saw Karolina making out with Xavin, her hands filled with the alien's tit and cock. Karolina giggled as she and Xavin got down on their knees before Xavin laid Karolina down on her back with her long legs spread wide. Chase started fisting his cock as Xavin slid her large dick into Karolina's tight hole and Nico continued blowing Victor and he wished, once again, that there were more women on the team.

Karolina cooed as Xavin slid her cock into her eager pussy. She loved that Xavin could shift her cock just right to suit her and stretched her in all the right ways. She also loved the way Xavin's chest pressed against her and their breasts just seemed to meld together. She raised her hips up to meet Xavin's gentle thrusts as she ran her hands up and down her fiance's graceful back and kissed Xavin passionately.

Nico could only get half of Victor's length down her throat before starting to gag so she used her fist to jack the base of his prick, bringing her fist up to meet her lips as she bobbed her head back and forth and used her tongue along the underside of his cock. She brought her other hand up and massaged his heavy balls, kneading the cum filled orbs and causing him to moan out in pleasure. She pulled her mouth off of his cock and looked up at him around his gleaming cock-head, pleading with her eyes as she whispered, "Fuck me."

"I was built to serve," Victor smirked as he cleared some space on the floor and helped Nico lay down next to Karolina. The two girls held hands and kissed deeply before Nico spread her slender legs and held her free hand out to him. He took her hand and knelt down between her legs as he positioned the tip of his prick at the entrance to her wet pussy. He slid in slowly, her tight cunt squeezing him tightly as he slowly stretched and filled her. He bottomed out and rested for a moment, his balls resting on her compacted ass-cheeks before slowly pulling back and entering her again, fucking her softly.

"God, Xavin. You feel so good," Karolina moaned. She squeezed harder on Nico's hand as Xavin began fucking her harder and harder. Nico moaned louder to spur Victor on and driving him to fuck her body harder. "Oh yes, Xavin. You're the best," Karolina purred, trying to turn it into a game. She heard Nico whisper something to Victor and he began fucking Nico even faster which spurred Xavin on even faster. She and Nico shared a lustful stare with each other, sharing the same thought, "How far can we get this to go?"

Chase stood alone with his cock in his hand, watching his four friends fuck. He stared at the writhing bodies trying to find a way in but everyone looked preoccupied to him. And then Xavin raised her tight ass high to push deeper in Karolina. There was no way around the fact that Xavin was hot as a female, almost hot enough that you could forget that she could be considered a handsome male half of the time. He released his aching cock and went into his room, tearing through his drawers for several minutes before finding what he was looking for. Walking back into the living area and taking a long drink of the cheap whiskey he had found, staring a Xavin's thrusting ass the whole time.

Making a deeply personal choice, Chase drained the bottle of whiskey and crawled up behind Xavin's thick ass. He gripped the base of his prick and waited for the right time, steadying himself with a deep breath for what he was about to do. Then, when the alien's brown ass was thrust up he gripped her waist with one hand, released his cock, spread her ass-cheeks and plunged his prick half-way up the sexy sometimes alien's tight ass.

* * *

"O.k., I've scrambled the lock and I'm the only one with the code. Don't let anyone else in except me, the Avengers or S.H.I.E.L.D. Got it?" Kitty asked the frightened young mutant.

"Y... yes, ma'am," the scared young man asked as the steel blast doors closed.

Standing at the door to the hanger Kitty stretched her back, arching it out and thrusting her chest up, her nipples clearly poking through the thin material of her tight T-shirt. Her torso was visible from the bottom of her breasts to several inches below her belly button where her small shorts were pulled snugly on and causing a wide eyed Hisako to lick her lips.

Kitty relaxed and her head slumped forward slightly. "Seven students, Hisako," Kitty said, to tired to even look at her young student. "There's got to be more than just those seven students uninfected in the hanger."

Hisako looked at her sexy teacher and merely nodded her head as she mumbled, "Uh huh," while Ms. Pryde talked. The thread bare shirt of Professor Logan's she was wearing was several sized too large for her and hung halfway off of her shoulder and came down to her mid thigh. It was a older shirt and gave gauzy hints at her hard, dark nipples. As she stared at Ms. Pryde her pussy throbbed in need and she unconsciously ran one of her hands up her thighs to the bur ning juncture of her legs. She slowly slid two of her fingers into her hot pussy and began sawing them in and out.

Kitty paid no attention tot he horny, moaning girl masturbating a few feet from her, all her attention was on the psychic exercises she had learned from Professor Xavier. The Professor was the most powerful telepath on the planet as well as one of the smartest. He believed that a mutant should use their gifts for all of mankind and had opened his school to teach that philosophy. And being the most planet's most powerful telepath he had also taught his students courses in telepathic de fence.

Relaxing her body and closing her eyes Kitty began her psychic exercise. She knew the brain could be fooled, especially with a telepathic like the White Queen living under the roof, so she instead concentrated on her emotions. She was horny. Soooo horny, she wanted to fuck and anybody would do. She wanted to spread herself to anyone she could. Which was odd. How could she "spread" to someone. She could spread her legs to anyone, and wanted to, but how could she spread herself as a person? A momentary image of herself on her back and spreading her legs while a line of students waited their turn flashed through her mind. "Dammit. Concentrate," she told herself.

Kitty tried to shake the lustful thought out of her mind, her small breasts jiggling on her chest, and returned to her psychic exercise. It was all Emma's fault, sneaking around, using her telepathic powers to stop her. Stop her from what? What was she supposed to be doing? A vision of Lockheed flashed through her mind, his eyes flashing. Her instinctive rapport with Lockheed was shut down. Shut down by the White Queen. But why?

Redoubling her concentration Kitty focused on her rapport, trying to feel what Lockheed was doing. She realized she hadn't seen Lockheed since this morning and hadn't felt their rapport since... no, that wasn't right. She had seen Lockheed when she had finally showed Emma who was really the most dangerous... a sudden flash of herself standing victoriously over Emma in the Danger Room with Lockheed. Lockheed who had... "Oh my God," she whispered as the memory of Lockheed fucking her in her sl eep finally broke through Emma's barrier, letting her feel her rapport with Lockheed once again. She shuddered as fear and ice water crawled limply through her mind, knocking her to her knees as she shut the rapport down, reestablishing Emma's barrier and keeping her mind free from Lockheed.

"Lockheed? No, it... no." Kitty whispered. Something had happened to Lockheed, turned him into a monster, a monster who had fucked her in her sleep and turned her into... "I don't know," she thought. "But whatever he turned me into craves sex like a junkie." On her knees she turned to Hisako. "We have to double check for more..." she stared as she stared at Hisako. The small Asian girl was leaning against the wall with her shirt pulled up, masturbating furiously.

Hisako was still staring lustfully at Ms. Pryde as she tried to get herself off. "I'm sorry, Ms. Pryde. I just need it so bad," she pleaded.

Kitty groaned in frustration. Even cut off from Lockheed's influence the desire for sex was still throbbing through her and Hisako was looking just as bad as she felt. She unconsciously licked her lips as she watched her nubile young student furiously masturbate. On her hands and knees she crawled over to Hisako, never breaking eye contact with the girl. She used the horny girl's body to pull herself up until she was face to face and then leaned in close, pressing her body against Hisako's. She lowered her face in close and lightly kissed the girl, taking her time before slowly pushing her tongue into the young girl's mouth.

Hisako moaned as her teacher kissed her. She could feel Ms. Pryde's hands slide up her trembling thighs and come to rest at her hips. She groaned passionately as her teacher's hands slid inward and met at her hot, horny pussy, covering her own hands and removing them, replacing them with her own more knowledgeable ones. She started panting as her teacher licked her lips and slid two fingers into her wet slit, working them in and out, touching places inside of her that she hadn't even discovered yet. As she began panting harder Ms. Pryde licked and nibbled on her neck as her fingers quickly found her hidden G-spot. As the older woman began rubbing up against the special spot inside her Ms. Pryde ran her thumb across her sizzling clit, making her cum.

Kitty felt Hisako's body shudder against her as she came, her hot pussy clamping down on her fingers as she drew them out of the young girl. She smiled warmly and whispered to Hisako, "You have such a sexy O-face," she giggled. She froze suddenly when she heard a voice call out from behind her say, "That's the hottest thing I've ever seen." Spinning around she saw Wing, naked and erect, standing in the middle of the hall.

"Seriously. The two of you are, like, a million times hotter than anything I've ever seen today," Wing said as his hand trailed across his thigh and began fondling his erect prick.

"I am not going to get anything accomplished if this keeps happening," Kitty said as she watched Wing start to jack-off. She looked back at Hisako and saw her staring hungerly at Wing. She knew that Wing had a crush on her and that Hisako had a crush on him, and even having just cum she could tell that Hisako was getting turned on watching Wing. She decided that since the need for sex could become a over-riding compulsion and not a mind altering command for her anymore that she could use her students to help save anymore uninfected kids, but only if their libidos were satisfied. She was hoping that Wing's crush on her would leave him uninterested in spreading the infection at the the same with Hisako's crush on Wing.

Wing was fully masturbating as Hisako was softly playing with her small tits and Kitty finally made up her mind about her plan, she'd just have to feel guilty about it later. "Balls," she muttered in frustration as she leaned forward and kissed Hisako again. She wiggled her ass enticingly at Wing as she phased Hisako's shirt off her body and then kissed her way down her student's body. She kissed her way down from Hisako's mouth to her neck and dragged her tongue from her neck to her heaving chest before looking back to where Wing was still masturbating in the hall. "Can the kid not take a hint," she wondered as she waved him over.

Wing slowly wandered over to his teacher and his best friend, suddenly unsure of what to do. He'd been so sure, as sure as anything he'd done today, but seeing Ms. Pryde and Hisako together, a sweaty fantasy he'd had hundreds of times, had drained all his bravado. As he approached the sweaty, sexy women his mouth went dry as Ms. Pryde began licking at one of Hisako's tits and Hisako began moaning in desire. He stood next to Hisako who tried to grin at him while she panted, his hard-on now rubbing against her thigh. He hissed suddenly and looked down at Ms. Pryde placing one of Hisako's hands around his dick and Hisako began to slowly jack him off.

Hisako heard Ms. Pryde say, "Now kiss," but it took a few moments to sink in, she was nearly lost in the feel of her teacher's mouth at her chest as well as the feel of Wing's dick in her hand. She leaned forward, barely able to think, and accidentality kissed Wing on the eyebrow, not realizing he was looking down at Ms. Pryde. When he did look up she tried again, meeting his lips with her own. She slid her tongue into his mouth and tried to remember everythi ng Ms. Pryde had done to her but it would have been easier if Wing would respond.

Wing had no idea what to do with himself or his hands or his mouth as Hisako kissed him. For some reason he couldn't explain, nothing he had done today applied to this situation, he was just too nervous. He groaned into Hisako's mouth as Ms. Pryde began massaging his balls as she nursed at his friend's tits. She used her free hand to grab his wrist and bring his hand up to one of Hisako's breasts and he finally began to respond to his friend's kiss as well as beginning to caress her soft, silky tit.

Hisako broke the kiss with Wing and whispered into his ear. He nodded dumbly and stepped away as she released his prick. She tapped lightly on her teacher's head, causing Ms. Pryde to look up at her and she motioned for the older woman to stand up straight. As Ms. Pryde stood up she and Wing grasped the hem of their teachers tight shirt and pulled it up over her head, revealing her firm tits and hard nipples. She and Wing both leaned down and each took a plump nipple into their mouths, sucking on the hard nubs and caressing them with their wet tongues, causing Ms. Pryde to coo in pleasure.

Kitty held her students to her chest as they sucked and licked at her breasts. She was somewhat surprised by the different sensation each student was giving her; Hisako's licks and butterfly kisses were completely different to Wing nearly devouring her sensitive tit. As her students worked at her chest their hands wandered up and down her body, sliding up and down her legs, caressing her torso and squeezing her tight ass, their fingers pushing in-between her cheeks before pulling up and settling in on the waistband of her small pair of shorts.

Ms. Pryde shimmied her hips as Wing tugged down on her shorts. He tugged the tight shorts down her waist and over her firm thighs until they simply fell to the floor, leaving his teacher, finally, completely naked. His hand quickly delved into the moist, heated juncture of her thighs and he enthusiastically shoved a finger deep into her tight pussy and caused her to gasp out. As he finger-fucked his teacher he sucked harder on her tit and began squeezing a taunt ass-cheek as he hum ped his hard cock against her toned thigh.

Frustrated at her friend, Hisako reached over and smacked Wing on the back of his head.

"Ow! What was that for?" Wing whined.

"You're acting like a horny puppy and embarrassing me," Hisako said as she pointed at his prick rubbing up and down Ms. Pryde's leg. "Stop it."

Kitty smirked at her students arguing over her.

Hisako glared menacingly at Wing one last time before looking more pleasantly at her teacher. "Ms. Pryde, will you lay down please?" she asked, unconsciously batting her eyes at the older woman.

Kitty laid down, trying not to giggle at her students and possibly hurting their feelings. As she laid down Hisako crawled between her open legs and Wing knelled behind her, supporting his teachers head and shoulders on top of his thighs. "I hope he doesn't cum in my hair," she thought as she relaxed. Wing reached down over her shoulders and began playing with her breasts as Hisako pulled her legs over her own shoulders. But just as Hisako was about to begin Kitty stopped both of them. "Hold on guys. One last thing," she said, holding up a hand to her students. "You both like me, right?"

Both students nodded their heads yes.

"And you both like each other, right?"

They both looked at each other sheepishly, neither one having admitted it to the other or even themselves really. After a few moments they both gave a quick not of their heads.

"Good," Kitty said. "And we all want to have sex together, right?"

Again Wing and Hisako nodded their heads enthusiastically.

"Then no sex with anyone else," Kitty said, making her point and hopefully keeping the students from spreading this strange psychic/sexual infection to anyone else.

"But there's so many others..." Wing whined at the same time as Hisako moaned out in disappointment, "But Professor Logan..."

"No," Kitty ordered, silencing her students. "Look at me," she ordered as she felt their eyes crawling deliciously over her naked, willing body. "All you can want Student Slash Teacher Sex fantasy, right here in front of you. Now look at each other" She could see Hisako staring at Wing's naked body and cock but she had to guess at what Wing was staring at but judging by the way Hisako flexed her pert, little ass she could guess. "Best Friends with Benefits. Agree d?" she finished. She saw Hisako nodding and looked up as Wing agreed. She reached down and lightly pressed down on the top of Hisako's head with one hand as she reached up with the other and began jerking at Wing's prick. "Then begin."

* * *

Emma took a moment to shake the cobwebs from her mind. She had no idea who the other woman who looked like her was but then again Nova hadn't let her in on the Hellfire Club's whole plan. The psychic blinders that Nova had placed in her mind were slipping and cracking, damaged caused by the alien entity. She remembered Nova coming to her, months ago, before she had joined Xavier's school and before her love affair with Scott. Nova had a plan, something with a giant mutant hunting Sentinel robot and an attack on the mutant country of Genosha where Emma was teaching. Emma had survived due to her second mutation of turning to diamond activating for the first time but she couldn't remember why Nova had arranged it and forced Emma to follow.

Beast, Brand and Colossus were back to fucking themselves into a frenzy with the faux White Queen still unconscious so Emma allowed her mind to wander to her own, personal victims. If it hadn't been for the danger, and the fact that she had stolen her lover's mind, she would be proud of the dream trap she had given Scott.

Jean reclined nude in the lounge chair and spread her legs for her daughter. Rachel crawled just as nude as her mother and laid down on top of her, chest to chest and red haired pussy to red haired pussy. Jean's larger, softer breasts seemed to swallow her daughter's smaller, firmer tits as she began to grind their hot, wet pussies together. They both quickly entered into a smooth rhythm, humping their drooling cunts against each other as they kissed and their hands flowed over thei r sexy bodies. Rachel leaned up and let her mother lovingly suck on her tits for a few moments before bending back down and sucking hungerly at her mother's large, pale orbs.

"Ohhhh, Rachel. So good," Jean moaned as Rachel humped harder at her wet pussy and practically devoured her large tits. "Yes, yes, yes..." she panted as her daughter took turns sucking and then nipping at her hard nipples.

Scott watched his daughter's firm ass clench and release repeatedly as she humped her mother on the chair. Emma had slunk down, rubbing her large tits against his body as she got on her knees and sucked his cock. He gripped the sides of her head and fucked her talented mouth as he watched his other wife and daughter fuck each other.

"Oh God, oh God! Rachel, oh God!" Jean shouted as her orgasm suddenly crashed through her. She wrapped her arms and legs around Rachel's body as her daughter continued to grind against her clit. She pulled Rachel's head up and kissed her deeply, moaning her pleasure into her daughter's mouth. She raised her hips up, nearly bucking Rachel off, giving her talented daughter easier access to hump her cunt.

"Wow, Rachel. Good job," Scott said as Emma tongued his balls.

Rachel broke the kiss with her mother and looked over her shoulder at her father. "Thanks, dad," she said as Jean relaxed beneath her. "I used my powers to stimulate all of mom's erogenous points at the same time," she continued as she wiggled her upthrust ass at her father.

"Good girl, sweetie. Good girl," Scott said as he patted Emma's head and motioned her to stop. "Now roll over."

Jean languidly pulled herself up straighter as Rachel rolled over and laid down on top of her, her head nestled snugly between her mother's large tits. Her new position left her ass at the bottom edge of the lounge chair as Scott knelt down between her spread legs. Emma walked off to the side and sat down in her chair spreading her legs wide open to give her easier access to masturbate.

Scott held his prick as the as he lined himself up with his daughter's eager hole and leaned over her sexy body. "Here we go, baby," he said as he kissed Rachel deeply, pushing his tongue into her willing mouth at the same time he pushed his cock into her tight cunt. He moaned loudly as he sank his prick balls deep into his daughter's pussy, already soaked after fucking her mother, his cum filled sack resting on her compacted ass-cheeks. She moaned in lust as he broke the kiss and bent down to suck at her firm breasts while he began to fuck her, barely pulling his cock out an inch before pushing back in again and again.

"Oh God, daddy!" Rachel cried out in lust as she wrapped her legs around her father's waist as he fucked her deep, just the way she liked. She could feel his and her mother's hands flowing over her body, covering her, caressing her, squeezing her, massaging her flesh and muscles. And because they were all tied together through their psychic rapport they could all feel each others' pleasures. "Oh God! Oh God, daddy!" the young woman cried out as 3 times the waves of pleasu re coursed through her. "I'm going to... going to... Cuuuum!" Her tender pussy clamped down on her father's cock as her orgasm crashed through her and washed over her parents.

"Oh God, Scott! Yes!" Jean shouted, humping her hot pussy against her daughter's tight ass as she came, her pussy spasming as her juices gushed out of her.

"Yes," Scott grunted as he buried his cock balls deep inside of his daughter as he came, filling her tight cunt with his thick cum.

"Fuck yes," Emma hissed as she joined her new family in cumming, her pale body twitching as her orgasm coursed through her.

"My poor, repressed Scott," Emma muttered standing naked in Hank's lab. She shifted her telepathy from Scott to her other victim.

Logan stared and smiled at the sexy young girls as they took playful licks of his cock, slowly cleaning their cum off of his still hard cock when a voice from behind him caught his attention.

"Tag, you're it," Psylocke said as she playfully threw her towel at Logan. "Catch us if you can." With a sexy laugh the English born Asian ninja and X-23 made a quick dash to the woods as the towel landed on Logan's head.

Logan chuckled as he pulled the towel off of his head and quickly followed the nude women. X-23 was the quicker of the two woman and beat Psylocke to the tree-line by several feet before disappearing into the shadows. Psylocke made it to the tree line barely a second later but was tackled to the ground barely a second after that by the Wolverine.

Psylocke slowly stood, straightening her long legs, arching her back to thrust out her chest as she threw her head back to remove her purple hair from her sexy face. "You're quicker than I remember Logan," she chuckled.

"Heh," Logan chuckled. "You run with only your legs. I run with my legs and arms, gives me a bit of extra speed. Plus I leapt over the bushes and patio, shaved off a few yards for me."

"Mmmm, clever," Psylocke said as she walked towards a large oak three, putting a extra sway into her hips to show off her tight ass. "Care to claim your prize?" she asked as she leaned one arm against the tree, thrusting her ass out and sliding her other arm behind her back and spreading her pussy open with two fingers. She looked wontenly over her shoulders as she whispered, "Take it, Wolverine. Take it as your prize."

Logan growled low in his chest as he approached the sexy, naked and ready ninja. He gripped his cock in one hand as he ran his other hand over her tight ass and settled it at her small waist. He wasted no time and slammed his cock balls deep as he gripped her waist with both hands and Psylocke screamed out in almost primal pleasure. He fucked her hard, deep and fast, shoving her head and chest against the rough tree bark as she began shoving her ass back at him, helping to fill her body with his thick cock.

Logan reached between the tree and Psylocke's groaning body, gripping her firm tits as handles as he thrust himself in and out of her tight cunt. Neither one spoke, they just grunted in jagged unison as they fucked each other. Sweat slid down their thrusting bodies as they growled and groaned in the shade of the trees. Logan released his grip on Psylocke's jiggling tits, gripping her slim waist again in one had as he thrust the thumb of his other hand into her muscular ass. She shrieked at the sudden intrusion as he then slid his free hand underneath her to the hot junction of her toned thighs and strummed her hard clit.

"Yessss...!" Psylocke screamed as she came, her already tight cunt clamping down on Logan's thick cock, triggering his own orgasm. He quickly pulled his spasming cock from her pussy, throwing her to the ground and jacking is dick, cumming over her beautiful face and tits.

Even if she was now free, Emma still felt herself getting turned on as she pulled away from Logan's mind. "Oh Logan," she panted. "You animal."

* * *

"Mmumph murph," Kitty mumbled around Wing's cock in her mouth. Hisako was lightly lapping at her cunt and her student's tentative licks were driving her wild with desire. She was thrusting her hips up in a feverish desire to cum as Wing plugged away at her mouth, desperate for Hisako to make her cum. The young girl's warm tongue danced across her labia and circled around her gushing hole, never entering her fully and always just missing her flaming clit, never giving her the fricti on she craved. She tried to tell the young girl what she was craving but Wing's cock pumping in and out of her mouth wouldn't let her and both student's had proven not to be able to take hints very well.

Finally Kitty just shoved Wing off of her face, reached down and gripped the sides of Hisako's head and began humping her student's face. "Yes, Hisako. Yes!" she squealed as she came, her toned thighs clamping against the sides of the Asian girl's head. "Finnnnaly," she moaned as her body shook and twitched on the hall floor.

"Um, ah, Ms. Pryde?" Wing said meekly, catching Ms. Pryde's attention and pointing between her legs.

Kitty looked down the length of her naked body at Hisako struggling between her legs. "Oh geez, Hisako," she nearly laughed as she released her hold on Hisako's head. "I'm so sorry."

"It's... It's o.k., Ms. Pryde," Hisako said as she massaged her neck muscles with one hand and wiped Ms. Pryde's cum from her chin with the back of her other hand.

"Ms. Pryde? Ms. Pryde?" Wing said enthusiastically, reminding Kitty of a over eager student with the right.answer to a question his teacher had asked. "Yes, Wing. It's your turn now," she answered, already knowing what the question was. As her two student's switched places she began giving Wing instructions. "Now kneel between my legs. Good, good," she said as he eagerly complied. "Now grab my hips and pull me up on top of your thighs." Wing did as he was told, almost rev erently, his hard cock not even an inch from her waiting pussy. "Now fuck me," she ordered.

Wing slid his cock into his teacher's hot pussy as he pulled her hips up, settling her tight ass on top of his thighs as he buried his cock balls deep inside of her. "Oh geez," he muttered as he lived out every schoolboy's fantasy, fucking their hot teacher. He slid his hard dick in and out of Ms. Pryde's tight pussy, loving the way she moaned in pleasure because of what he was doing to her. Not Professor Summers, not Logan the badass Wolverine, not her boyfriend. Him. He was causing it. His cock was making his sexy teacher moan and pant in lust because she wanted him. Wanted his cock inside of her! It was better than anything he could have dreamed!

Hisako watched her best friend fuck their teacher and immediately began masturbating. She had never imagined anything like this before and it turned her on more than anything she had ever dreamed of. Suddenly she was startled by Ms. Pryde's hand on her thigh.

"C... come her H... Hisako," Kitty panted to Hisako. Wing's cock was stretching her pussy in new and different ways with this angle, which she'd have to do with Peter after they finally defeated What Ever It Was that had infected the school. As Hisako moved over to her she gripped the schoolgirl's thighs, struggling to get the tentative girl to straddle her face. Finally she just yanked at Hisako's legs, nearly causing the girl to stumble but finally getting Hisako's leg over her head a nd her tight, young slit over her hungry mouth.

"Oh!" Hisako squeaked as she fell forward and Ms. Pryde shoved her tongue into her pussy and she stopped herself from falling completely by placing her hands on either side of her teacher's torso. She automatically began rolling her hips, instinctively humping Ms. Pryde's face as her teacher wrapped her arms around her thighs to keep her steady. She began pushing herself up, her eyes now filled with Wing's hard prick as it fucked in and out of their teacher, his abdomen flexing and releasing, his chest heaving as it rocked back and forth, and finally his face as he stared at her with wide-eyed amazement. With nothing to stop her she leaned forward and kissed him.

Wing instinctively leaned into the kiss with Hisako, kissing her as passionately as he was fucking Ms. Pryde. Their tongues wrestled as they explored each others' mouths. His hands were full holding Ms. Pryde's thighs so he broke the kiss and said, "Lean up." As Hisako complied he leaned forward, his head now even with her chest, and wrapped his lips around one of her hard, little nipples.

"Ohhhh Wiiiing," Hisako moaned as Wing licked and sucked at her tit. "Yes Wing! So good!" she shouted in joy as she began rocking her hips harder, humping her teacher's face. "I'm gonna... Fucking Cum!" She shrieked as her sudden orgasm ripped through her. Her entire body thrashed and she bent down, pulling her tit from Wing's mouth and replacing it with her tongue.

The feel of Ms. Pryde's tight pussy and the sight of Hisako cumming and actually cursing was just to much for Wing. He grunted into Hisako's mouth as he slammed his cock into his teacher's tight hole, filling her with his thick cum as he came harder than ever cum before.

Kitty's tight pussy clamped down on Wing's spasming cock, rippling along the length of him as she came. She gripped Hisako's trembling thighs tightly as she drank down the young girl's gushing juices as her student came with them. All three rode out their orgasms until Wing and Hisako collapsed with exhaustion and she slowly began to stand up on wobbly legs. "All right right, everybody," she said, catching her breath before starting to get dressed. "Get your clothes on, we've got things to do."

"What? Already?" Wing whined. "Don't you wanna, you know, cuddle?"

"Ha," Kitty chuckled. "No rest for the wicked," she replied as she pulled her tight shorts up her legs.

"But wouldn't it be much nicer if we all went downstairs," Hisako asked, remembering Professor Logan.

"Why? What's downstairs?" Wing asked as he watched Ms. Pryde's small breasts jiggling on her chest as she got dressed.

"Nothing and no one," Kitty said, knowing what Hisako wanted, as she pulled her to small T-shirt on. "So here's the plan, troops," Kitty said as she watched Wing and Hisako redress. "Wing, you start getting the infected kids to their dorm rooms. Lock them in, the passcode is 78541. Got it?"

"Yes, ma'am," Wing muttered, pouting that Ms. Pryde and Hisako were now fully dressed.

"And no sex with any of the other students. Not if you want another shot with me," Kitty said sternly. Wing nodded his head and flew off to the end of the hall before stopping momentarily and flying straight back.

"What do you mean 'infected'?" Wing asked Ms. Pryde.

Kitty held her face in her palm and groaned.

Ten minutes later, after having the situation explained to him, twice due to him getting distracted by Ms. Pryde's hard nipples, Wing was escorting a classroom of horny students to their dorm rooms, locking them in. "Some of those girls were so hot," he thought to himself as he rubbed his stiff cock through his pants. "Yes, but Ms. Pryde is hotter," he told himself as he flew back down the hall. He came to the Boys' Locker room and landed in front of it before letting himself in. What he saw made him forget his promise to Ms. Pryde: a naked girl with almost grey skin being gang-banged on the floor. "Huh. A new girl," he thought as he started unfastening his pants.

* * *

A few minutes after Wing stripped off his clothes in the Boys' Locker room Kitty and Hisako approached the Girls' Locker Room.

"But don't you think our search would go quicker if we separated, Ms. Pryde?" Hisako asked as they entered the locker room.

"If we separated the only place you'd go is right back to Wolverine's room," Kitty answered as the door closed behind her. "At least Wing's affliction is general, your's seems specific," she said as they entered the locker area of the room and stopped suddenly when they found Sebastian Shaw naked, surrounded by equally naked female students, all taking turns licking his hard cock.

"Shaw!" Kitty shouted in surprise as she assumed a fighting stance and pushed Hisako behind her.

Shaw looked up from the group of girls kneeling before him. "The Little X-Bitch," he said as a predator's smile spread across his face. With one arm he sweeped the girls aside and took a step towards the X-Man Shadowcat. "Care to join the club?" he sneered.

In a flash Kitty was across the room, activating her mutant power. She phased through Shaw and landed behind him, solidifying her body before kicking him in the back of the knee. He barely staggered. He swung out with a massive arm and would have hit her with enough force to take her head off if she hadn't phased through the floor and back up on the other side of him, placing a blow to his throat. He barely noticed.

Shaw lashed out with a fist, smashing into the wall, the debris flying through the room.

Kitty appeared through the floor, back into her fighter's stance. "Shaw! Let me gt the girls out of here. Please," she pleaded.

Shaw placed his fists on his hips and laughed, his erect cock seeming to point straight at the X-Woman. "But we were having such a good time. Over and over again."

An image of the depraved acts Shaw would have done to the girls flashed through Kitty's mind, disgusting her and turning her on at the same time. "Please, Shaw. They're innocent. Let them go, I'm the one you want," she pleaded.

Shaw's grin turned into a scowl. "Stuck up little bitch! You think you can foil the plans of the Hellfire Club? You? You're nothing!"

"That's right, Shaw," Kitty smirked. "And I've been doing it since I was 15. Think you can teach me a lesson?"

"Make no doubt about that," Shaw growled as he strode towards the flippant X-Man.

Kitty relaxed her stance and held her hand up to Shaw since Shaw's mutant power was no threat to her. "You can't touch me unless I let you, Shaw. And I'm not going to let you if you don't do something for me first."

"What?" Shaw growled.

"Let Hisako take the girls, Shaw," Kitty said. "And then you can teach me a lesson."

Hisako turned her head towards Hisako and whispered, "Take the girls, lock them in their rooms then get to the comms and call S.H.I.E.L.D., the Avengers, whoever you can reach. Got it?"

Hisako nodded as Shaw barked out, "Fine. Take the little whores."

Kitty helped the now scared girls and Hisako out of the locker room before turning back to Shaw. "Well?"

Shaw lunged forward, pinning Kitty to the wall with his forearm while ripping her T-shirt from her with his free hand, exposing her sensitive breasts. He mauled her small tits with his hand, squeezing the soft flesh and tugging on her brown nipples, causing her to gasp out. His hand snaked down her fit body, grasping the elastic of her small shorts and ripping them from her body, leaving her completely naked. He shoved his thick middle finger into her tight pussy and grinned menacingly at how wet she was.

"Little slut's already wet," Shaw hissed before shoving his tongue into Kitty's mouth and attacked her cunt with his finger. He chuckled as his captive moaned in forced pleasure at his attack. He broke the kiss and licked up along the side of her face. "Little Shadowcat is just a horny Kitty after all."

Kitty scowled up at Shaw and mewled pitifully as she slowly began humping her pussy up against the villain's thick finger. As horny as she was she still hated the man she now had to fuck and was disgusted with herself for enjoying it.

Suddenly Shaw pulled his finger from Kitty's tight hole and threw her across the room. She landed on the floor and slowly got to her knees as he strode over to her. He gripped her hair and yanked her head up, causing her to gasp out in pain and he shoved his cock into her gasping mouth. "This'll shut you up. No self-righteous speeches today," he chuckled as he gripped the side of her head and began fucking her face. His heavy balls bounced off her chin as his hard prick slid in and out of her throat, choking her. Drool slid out of her mouth, covering her chin and dripping onto her chest as the Black King of the Hellfire Club relentlessly fucked the X-Woman's face.

"Don't worry, little kitty. You'll get used to a life on your knees," Shaw chuckled. The X-Man glared up at him as he continued fucking her mouth and he laughed as he buried his cock in her throat and came. He growled low in his chest as he drained his balls, forcing Kitty to drink all of his cum as she choked and sputtered, her spasming throat rippling around his cock.

When Kitty's face began to turn blue from lack of oxygen Shaw released his grip and let her pull her face off of his prick. "Bastard," she choked out between coughing fits as she wiped the spit and cum from her chin.

Shaw gripped Kitty's hair, causing a shriek of pain to escape from her mouth. "Call me King," he sneered as he shoved her head down, forcing her to lay flat on her back on the cold floor. He quickly forced himself between her toned thighs and lined the head of his cock up to the entrance of her dripping pussy. "And this is your King's sceptre!" he laughed as he thrust his still hard prick into the core of her tight body.

"Oh God!" Kitty shrieked in pain as Shaw pinned her to the ground with his cock and forced her to cum. Her already tight pussy clamped down on his thick prick as he began pummeling away inside of her vulnerable body. She gripped his forearms to keep herself from sliding across the cold tile floor as he fucked himself deep inside of her. Her small breasts jiggled with each hard thrust and her slender legs stuck out straight from her body. He worked himself hard and deep inside of her, stimulating her clit and G-spot, keeping her on a sexual high, forcing her to cum again. "F... fu... fuc... Fuck!" she managed to sputter out as another orgasm overtook her and every muscle in her body twitched with forced pleasure.

Shaw bent his head down and sucked one of Kitty's hard nipples into his mouth, licking and biting down on the hard nub and causing her to squeal out again. He released her tit and sat up straighter as he gripped her slender hips, lifting her up and flipping her over onto her hands and knees, his steel hard rod never leaving her hot cunt. He forced her head down onto the floor, lifting her tight ass up higher as he began fucking her from behind like a little bitch in heat.

"Fuck no, please!" Kitty shouted out before clamping her lips shut as her entire body shuddered as another orgasm tore through her. She wanted nothing more than to beg, to plead with Shaw to stop but she wouldn't give him the satisfaction. She may not be in complete control of her body because of what Lockheed had done to her, but she had enough of her mind back thanks to Emma to fight, to resist. And once she thought Hisako and the girls were far enough away she'd show Shaw what a mutant ninja could do.

Shaw had completely forgotten about his brief harem of teenage girls, all he cared about was the feel of this stuck-up little bitch's cunt stretched around his prick. He gripped her tiny waist and picked up his pace, his hips a blur as he fucked the little, annoying X-Man fast, deep and hard. He enjoyed the power he had over her, forcing her to cum again and again, proving her sexy little body was now his property. He looked down at his cock shoving in and out of her wet pussy and licked his lips as he stared at her puckered asshole. "There's no way I'm not fucking that tight, heart shaped ass before I break her neck," he chuckled to himself as he licked his lips.

* * *

"So that's what happened," Cassandra whispered to herself. She had been as much in the dark as the rest of the world about the loss of mutant-kinds' powers across the globe but using the power flowing into Lockheed she now had her answer.

Cassandra held her hand up slowly, not wanting to startle Lockheed as she slowly let her telepathic tendrils slither towards the entity. All she could tell from the energies flowing towards Lockheed was what was known by the infected: nothing. Her only hope was making contact with the Entity itself. "You were ripped from your home," she quietly whispered to Lockheed. "Taken. I can help you. I have seen worlds beyond this one. Scores of worlds. Show me your and perhaps I can held."

Lockheed's body seemed to tense as his eyes flashed.

"Humbly," Cassandra added through gritted teeth. Lockheed seemed to relax and spread his wings as a vision suddenly slid across her mind. "The mountains and the storms. I've seen this," Cassandra said, raising her voice as a strange wind suddenly began blowing through the room. Her sight pulled back and she could see a storm washed horizon as clouds seethed below her and the wind picked up. "I need more," she shouted above the thunder and lighting as her vision drew back fart her. Below her the storm clouds boiled and the lightening flashed bright enough to blind her and tinge her vision red. "More!" she shouted over the noise. "I need to see more!" Her vision pulled back even farther and below her the planet shifted and... blinked.

With a deafening rush of air Cassandra was back in the Danger Room with Lockheed, staring at the entity in shock and, for the first time in her life, fear. "You... you are the conduit to... to that? To them."

"No," Lockheed said aloud. "The original conduit still lives."

Nova's eyes shot open in bewilderment. "Scarlet Witch still lives?"

"Yessss..." Lockheed hissed.

"He's going to bring them here. Bring them back," Cassandra thought. "And I can't stop him."

* * *

"Wake up," Emma ordered as she slapped the White Queen with a diamond hand.

"Ughhh..." the White Queen moaned as she slowly woke. She looked around groggily before her eyes locked on Emma. "A psychic nudge would have worked better," she said as she glared up at her X-Man doppelganger.

"We seem to have something of a emergency. I thought a defensive position best," Emma responded, holding her arms out to indicate her diamond body. As her younger self slowly sat up she took a moment to admire the White Queen's body, large tits barely moving as she sat up tight ass to sit on, long legs spread akimbo, and a juicy cunt.

"Wishing you had more time to explore the possibilities?" the White Queen smirked when she noticed Emma watching her hungerly.

"As if you hadn't had the chance," Emma smirked, mirroring the White Queen as she relaxed her secondary mutant power and her nude body returned to normal. "Leave the boots on," she said off-handedly.

The White Queen slowly struggled to her feet. "Why? Developed a kink?"

"Because, beside a four inch difference in hair length, they are the only way to tell us apart," Emma said as if it was the most obvious thing in the world. The two women stood a moment, their eyes glancing over each others' naked bodies. The White Queen licked her lips for a moment before Emma broke the silence, "Contact Nova. Tell her you succeeded." There was nothing she wanted more then to fuck her doppelganger, pay her back for dominating her, but living with the X-Men had broadened her sense of responsibility.

The White Queen took a step towards Emma, their hard, pink nipples barely touching. "No," she whispered breathlessly. "There's something we both want." She kissed Emma's lips and began running her hands slowly up and down the X-Woman's naked hips.

"Then you'd better be good at multitasking," Emma whispered before kissing the White Queen more passionately, running her tongue thoroughly inside the other woman's expectant mouth.

The White Queen moaned in pleasure as Emma nuzzled her neck. "Nova," she thought with her telepathy. "Success. Frost is freed." She gripped Emma's head as the Headmistress began kissing and licking at her heaving chest.

"Excellent," Nova said and the White Queen could feel her co-conspirerter straining her powers. "Free them," Nova continued. "Free as many as you can and then join me in the Danger Room. It means to bring them back." And suddenly the connection was broken.

The White Queen suddenly mewled in disappointment as Emma broke away from her chest. Emma smirked in satisfaction at the look on the White Queen's face. "Oh, control yourself," she said smugly as she walked away from the White Queen. "I know I'm good but we have work to do," she finished as she walked towards Beast, Brand and Colossus, putting a extra swish in her step to tantalize the horny doppelganger.

To be continued...


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