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Not the Whedonverse XXX	By : Muhabba Category: Marvel Verse Comics > Crossovers Views: 34345 -:- Recommendations : 1 -:- Currently Reading : 1
Disclaimer: I do not own or have anything to do with Mutant Enemy, Marvel Comics or the Astonishing X-Men and their respectied characters. This is a parody I have written for no money.

Chapter List
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This is a work of complete fiction.  It just popped into my brain so I wrote it down and share it
for free and make no money off of it.  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.  All characters used
in this story are a parody of any real or fictional person.  I do not own The Astonishing X-Men,
The Runaways, or the characters from them.  Comments are always welcome and appreciated
so you should feel free to share.

Story Code: MC, Multiple Pairings, Noncon-Con, Teen, First

This Is Not The Whedonverse Pt. 01 Chap. 03
The Astonishing X-Men With Special Guest Stars The Runaways
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's 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 for 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 from beneath the grey cloak.

     “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.

     “The X-Men's 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 towards 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 mighty 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 think of.

     “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 Miss 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 she 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 Miss 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 then 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 tightest 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 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 next.  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.  What he had found
was 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 relaxed 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 Nico 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 shoved 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 Chase 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 shot 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 her 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 Miss Pryde for Molly’s training session ane when he found her he had
been 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
himself, 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 said 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 rigid 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 Summers 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 can muster, 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 just 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 experienced 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 pointing 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.

     Slap!

     “Ow!” Jubilee shouted as she was spanked.

     Slap!

     “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 mallrat
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 telepathic illusion of clothes, leaving her naked except for
her thigh high boots and she’d quickly ripped those apart so that she would be as naked as a new
born to further aggravate Shaw.  And since Nova had blocked her use of her powers, Nova
couldn't force her to cast another telepathic illusion of clothing without risking infection.  “I’ll
fuck you raw!” Shaw had screamed the instant her clothes were off and tried to lunge at her
causing Nova to spend the next 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 middle 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.  As I've said, 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 Boys 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
figured 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 and Cassandra Nova
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 rapport 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, “Miss 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 Miss 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, Miss 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, Miss 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 his 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 had 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 watched 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.
Emma 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 got 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 him 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 swirled 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 has 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 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 younger 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 she 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 asshole.  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.  “Fuuuck 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 see
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 back into Emma.  The infections from both Emma and the
White Queen met, each swallowing the other as Emma’s blast and the White Queen’s own
power obliterated any 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 she 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 Miss 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 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 Miss Pryde had made her cum so easily while they both had sex with Professor Logan left
her wondering what sex with just Miss Pryde would be like.  And the sight of Miss 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 kneeling 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 Boys locker room.

     Judging from the sounds 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 lit up 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 tits 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 she 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 as he slowly stretched and filled her.  He bottomed out
and rested for a moment, his balls pressed against 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 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
their 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 Miss Pryde talked.  The thread bare shirt of Professor Logan’s she was wearing was
several sizes 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 Miss
Pryde her pussy throbbed in need and she unconsciously ran one of her hands up her thighs to
the burning 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 to the 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 defence.

     Relaxing her body and closing her eyes Kitty began her psychic exercise.  She knew the
brain could be fooled, especially with a telepath 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 flickered 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 knew that 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 sleep 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 started 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 Miss Pryde as she tried to get herself off.  “I’m sorry,
Miss 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 Miss Pryde’s hands slide up her
trembling thighs and coming 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 Miss 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 Miss 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 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 more 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 Miss 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 Miss 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 Miss Pryde placing one of Hisako’s hands around his dick and Hisako began to
slowly jack him off.

     Hisako heard Miss 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 Miss 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 everything
Miss 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 Miss 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 Miss
Pryde to look up at her and she motioned for the older woman to stand up straight.  As Miss
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 Miss 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.

     Miss 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 humped 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 Miss Pryde’s leg.  “Stop it.  This is supposed to be romantic or
whatever.”

     Kitty smirked at her students arguing over her.

     Hisako glared menacingly at Wing one last time before looking more pleasantly at her
teacher.  “Miss 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 kneeled 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.
Agreed?” 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 their 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 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 pleasure 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 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 need 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 friction she craved.  She tried to tell the young girl what she was needing 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
finally 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, Miss Pryde?" Wing said meekly, catching Miss 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., Miss Pryde," Hisako said as she massaged her neck muscles with one hand
and wiped Miss Pryde's cum from her chin with the back of her other hand.

     "Miss Pryde?  Miss 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 reverently, 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 Miss 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 Miss 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 and her tight, young slit over her hungry mouth.

     "Oh!" Hisako squeaked as she fell forward and Miss 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 Miss 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 Miss Pryde.  Their tongues wrestled as they explored each others' mouths.  His hands
were full holding Miss 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 Miss 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 he had 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 Miss 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 Miss 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 Miss 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 Miss 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 Miss 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 Miss 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, Miss 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 get 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.”

     Kitty 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 sides 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 yours and perhaps I can help.”

     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 farther.  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 apparently
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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Not the Whedonverse XXX