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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
- 3
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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. 04
The Astonishing X-Men With Special Guest Stars The Runaways
By Muhabba

     Nova held her hands up in front of her, more for balance than anything else.  Lockheed’s
power was washing over her in waves, crashing over her, nearly knocking her back but she
refused to give in even a single step.  Sweat rolled off of her bald head as she gritted her teeth.
She could feel the veins in her temples throb as she concentrated on her mutant gifts.  She was
the most powerful telepath on the planet, the galaxy, and a few more beside but this creature’s
power far outstripped her’s.  “And he doesn’t even know it,” she thought as she redoubled her
efforts to find even the smallest chink in the creature’s formidable abilities.

     Lockheed blinked his eyes lazily as he stared at the small, female mutant.  She should be
a panting puddle of lust and sex by now but her body was strangely not affected by him.
Although his control of his powers was far from perfect, by now he should be able to infect any
one of the humans with a casual glance but for some reason this human appeared completely
immune.  It was almost like her mind was operating completely separate from her body.
“Interesting,” he thought as memories of other humans dashed across his mind.  Humans from
long ago wearing animal skins and waving sticks, dancing around... “Us?” he wondered.  “Why
do you no longer dance fearfully for us?” he asked the human.  “Where are your terrified
grunts and pleas?”  His tail flicked as he tried to peer into the female’s mind.  “Grunt for me,”
he hissed.  “Dance.”

     Closing her eyes in concentration Nova sent a plea of alarm out to anyone who could hear
with a uninfected mind, “He’s beginning to remember.  Hurry!”  She hoped that she didn’t
sound as helpless as she felt.  It was one thing to fall in battle, it was another to fall mewling for
mercy that would never come.

     Across a room that flashed old memories though the infinite Lockheed’s eyes glowed.

-----

     In Hank’s lab Emma held her fingertips to her temples.  “Perfection, did you hear?” she
broadcast to her doppelganger.

     “Yes, we must hurry.” the White Queen answered as she made her way down the school’s
halls, breaking Emma’s connection.

     “To bad,” Emma muttered to herself as she watched Hank, Peter and Brand unknowingly
fucking themselves into oblivion.  “I wanted to enjoy myself.”  Brand was currently kneeling
upright with Hank filling her pussy and Peter thrusting in and out of her muscular ass.  Making
her decision on the best way to start she decided that Brand had a good idea.  She knelt down
next to Hank and whispered into his ear, “I want you on your back.”  He looked at her
expectantly before smiling and pulling slowly out of his girlfriend’s hot cunt.

     Emma leaned over Brand’s sweaty body, her large breasts pressed against her and peered
up at Peter.  “I’ve got a special place for you, big boy,” she said breathlessly, filling her blue eyes
with lust.  He looked down at Brand’s tight ass enveloping his cock and then back at Emma,
making a decision, before pulling out of the green-haired woman’s ass.

     “What the fuck?” Brand growled angrily, her body feeling empty as she peered evilly at
Emma.

     “Don’t worry, sweetie,” Emma said, pressing her impressive chest firmly against Brand’s,
their breasts rubbing against each other.  “I’ll be repaying you for all your efforts earlier,” she
whispered before kissing the other woman deeply, their tongues wrestling against one another.

     Emma broke the kiss and shuffled over to Hank’s furry body as he lay flat on his back and
she took a moment to admire his dick pointing straight out of the thick thatch of fur covering his
groin.  It was thick and long, very much resembling a cat’s penis except for the bright red color
and luckily missing a cat’s barbs as well as not having any of the loose skin covering a human’s
penis.  She straddled her friend’s wide hips as she spit twice into her hand and used it to jack
his already slick cock before grasping it at it’s base, her fingers barely touching around his girth.
She placed the strange tip at the entrance to her wet cunt and began lowering herself onto the
throbbing red cock.  “Oh Fuck!” she suddenly gasped as her eyes shot wide open and her body
slid easily over the thick tool.  She hadn’t been sure on what she had expected but she hadn’t
felt any of the resistance of a normal human’s cock as her body just slide over her panting
friend’s prick.

     “Ha!” Brand laughed, her firm tits jiggling.  “I would have warned you about how easy his
prick is to slide in but it’s not every day you get to see the White Queen taken by surprise.”

     “Indeed,” Emma said, barely even noticing Brand as she adjusted to the feel of Hank’s cock
inside of her.  “Oh my,” she moaned as she began rolling her hips, momentarily forgetting about
freeing her friends from the infection and just simply enjoying the new sensations caused by
Hank’s uniquely shaped dick inside of her.  His slick shaft didn’t create the same friction as a
human’s cock but the different shape reached new places inside of her as she began panting and
moaning in pleasure.  She kept one hand on her friend’s chest as her other hand gripped one of
her large tits, squeezing the firm globe as she pinched and rolled her hard, pale nipple.  Her
moans grew louder as the blue furred scientist gripped her ass cheeks, his claws coming just
short of breaking her skin, the pain just adding more pleasure and causing her to pant and rock
her hips faster.

     A deep voice from behind her whispered into her ear, “Emma.”  Peter began licking on
her ear lobe and neck, driving her wild with lust.  “Steel, Peter,” she moaned back.  “I want
you as hard as possible.”  In a flash of light and heat covering her back she knew he had
changed form and felt his steel prick touch the entrance to her ass.  “Fuck me, Peter,” she
groaned in wanton need.  “Fuck my ass.”  She felt him push forward, his steel hard cock slowly
delving into her tight, clutching ass.  She leaned forward more, allowing him easier access, both
of her hands on Hank’s hairy chest, her large tits dangling and swinging beneath her as she
rocked her hips back, her clutching ass taking more of the living steel cock into her.
“Fuuuucccck yeeeesss...” she moaned, suddenly slightly jealous that Kitty got to enjoy this
wonderful prick whenever she wanted.

     With both of her tight holes filled with strange cock Emma began rocking her hips back
and forth, thrusting herself up and down, groaning and panting with lust as the dicks filling her
started pistoning in unison, one sliding in as the other slid out.  “I love working with a team,”
she groaned happily with a broad smile on her usually stern face.

     “Da,” Colossus agreed as his hard hands slid over Emma’s pale ass cheeks.

     “I concur,” Hank gasped out before taking one of Emma’s pale nipples into his mouth.

     “Oh my God,” Emma groaned out, almost cumming to soon.  She had never really
thought about it but Hank’s tongue was more cat like than his cock, warm, wet enough to slide
over her sensitive skin, and rough enough to drive her crazy with passion.

     Emma began twisting her hips slightly, the feel of Peter’s cock in her ass was nearly
sending her over the edge.  She had thought that Hank’s strange penis was nearly friction-less
but Peter’s was something new, his girth was the largest she had ever taken in her ass but her
body slid over it like is was made of glass.  “Sooo smoooooth,” she moaned.

     “Excuse me,” a deep female voice said, breaking Emma’s concentration from her own
pleasure.  Emma turned her head to the side and got a eyeful of a wet, green haired pussy.
Looking up she saw the scowling face staring down at her over the swell of her breasts.
“Terribly sorry dear,” Emma moaned up at Brand, Hank and Peter never losing their pace.
“Hands and knees, please.”  Grinning like a child that had just been promised ice cream Brand
turned around and got down on her hands and knees, sliding her hands underneath Hank’s arms
and thrusting her pale, upturned ass at Emma.

     Emma gripped Brand’s ass, spreading the muscular cheeks apart, using the agent to hold
herself up as Hank and Peter continued working themselves deep inside of her ass and pussy.
She bent forward and forcefully licked up from the green-haired woman’s clit, over her wet pussy
and across her clenched asshole, causing Brand to shudder and moan in pleasure.  She thrust
her own ass up and back and down again to meet each of the mens’ thrusts as she licked around
Brand’s puckered hole.  Hank switched breasts and released her ass to grasp her tits with his
hands, holding her up easily with his strength.  With her weight off of her arms she slid one
hand down and began plunging two fingers into Brand’s dripping wet pussy as she slid her thumb
into the moaning woman’s ass.  Brand practically squealed as Emma used her tongue on her,
switching between her ass and pussy, causing the woman to thrust her ass back, humping
Emma’s face.

     Emma was on the verge of losing control and abandoning her plan, just surrendering to
the pure pleasure coursing through her sweat slick body.  It had nothing to do with the alien
infection, it just felt so damn good.  Steeling her concentration she changed the rhythm of her
hips, filling both of her holes at the same time with Peter and Hank’s cocks, rubbing her sizzling
clit across Hank’s silky fur and plunging her fingers deep into Brand’s cunt as she thrust her
tongue and thumb into the other woman’s ass and triggered her psychic powers and came.  All
four of the group came at the same time, Hank filling her cunt with his thick cum as Peter filled
her ass.  Brand’s pussy gripped her fingers as she spasmed and her ass clenched her thumb and
tongue.  Peter, Hank and Brand yelled out in satisfaction as Emma moaned around her face full
of the secret agent’s ass.

     Peter and Hank’s cocks softened for the first time since becoming infected and slid out of
Emma’s body as Brand slid bonelessly forward.  Emma disentangled herself as Brand slid to the
floor and laid on her side as Peter fell backwards, catching himself before falling.  Standing up
Emma stretched, her chest thrust out as she raised her arms up, working the kinks out.  Looking
around she spotted some towels at Hank’s computer console and strutted over to retrieve them.
“I’ve got a lot to tell you and not much time to do it.  Not to mention the world will be ending
soon,” she said as she grabbed the towels and turned back towards the small group.  “But first,
I think, some cleaning up is required.

     “Indubitably” Hank agreed, his mind clear for the first time since Brand had walked into his
lab.

-----

     In the doorway to Logan’s room the White Queen looked over the short, hairy man.
“There must be a easier way to do this,” she muttered before entering and closing the door
behind her.

     In an instant Logan felt the air pressure change as a leaf flickered out of the corner of his
eye.  With reflexes honed through decades of combat he crouched low and leaned over, under
the arc of the falling leaf, reaching up he gripped the wrist of the arm that suddenly swung out
where his head had been a moment before.  With a loud thud the nude, teenage body of his
clone dubbed X-23 landed on the shaded ground.  In an instant she rolled to her feet,
completely unashamed of her pale, nude body as she flicked a stray strand of her long, dark hair
off of her face.

     “Not bad, darlin’” Logan said admiring Laura’s teenage body.  There was no denying that
she was a attractive girl, even if she was his gender swapped clone.  “Next time don’t exhale
before leapin’.”  He couldn’t help but admire Laura’s pale, lithe body and the hint of wiry
muscle beneath her exposed flesh.  As he looked over her naked form he noticed her doing the
same to him, her hungry eyes trailing over his own naked body.

     “You two should just go ahead and get it over with,” Psylocke said as she stood up, trying
to pick bits of bark out of her long, purple hair.

     Logan didn’t break eye contact with Laura, recognizing the hungry look in her eyes.
“What are you talkin’ about, darlin’?” he asked Psylocke.

     Psylocke sighed in exacerbation.  “Fuck.  You two should just fuck and get it over with,”
she said as she set her hands on her hips.  “With the lack of clothes it’s pretty obvious that
you’re both thinking about it.”

     Logan noticed Laura’s predatory eyes slide down to his growing cock and saw how hard
and pointed the tips of her breasts had become.

     Smirking, Psylocke said with a chuckle, “Heh.  Just think of it as masturbation if it makes
you feel better.”

     In a flash Laura flung herself at Logan but the X-Man stepped quickly to the side, grabbing
her wrists and flinging her to the ground again.  With her arms and legs spread akimbo he
jumped down on top of her, landing between her out spread legs, both of them growling like the
animals they both felt akin to.  Gripping his prick he quickly impaled the young girl and caused
her to yell out as he forced himself deep inside of her tight, wet pussy and began pounding in
and out of her toned body.  With a quick head butt she stunned him, wrapping her coltish legs
around his waist and flipping him over onto his back.  She began riding him hard, bucking
against his hips hard enough to leave bruises on them both as she bucked hard and fast, sweat
dripping from her body and sprinkling through the air.

     Logan grunted in pleasure at the feel of Laura riding him so roughly, her hot cunt gripping
his cock like an angry fist.  He reached up and gripped her slender shoulders, pulling her down
closer as he brought his head up and sucked one of her hard, brown nipples into his sucking
mouth, strumming it with his tongue before biting down on the hard nub and hearing her grunt
in a mixture of pleasure and pain as he felt her lose the rough rhythm of her pounding hips.  He
released her shoulders and gripped her slender waist, rolling them both over with a rumbling
roar onto her back before he yanked up on her hips and stood up, his cock never leaving the
sheath of her wet pussy, positioning his clone on her neck and shoulders with him pile-driving
inside of her as her legs kicked pitifully in the air.

     Laura growled and hissed as Logan pounded down inside of her, her eyes nearly flashing
out in a mix of rage and lust.  She had to grip the ground for balance as he relentlessly fucked
her body and growled in a mixture of pride and animalistic pleasure at pinning the girl and
fucking her tiny little pussy hard and fast.  Suddenly her slender legs wrapped around his back
as she twisted her shoulders and pulled him to the ground, his hard prick still buried inside of her
body.  With him on his back she was flipped around in a reverse cowgirl, facing his feet, and
began thrusting her tight little ass back, thrusting her hot pussy around his throbbing cock.

     Licking his lips as he watched Laura fuck herself on his cock Logan ran his hands over her
taunt ass-cheeks.  For a few moments he just laid there and enjoyed the feel of her tight, wet
pussy sliding around his rigid prick and the sight of her young body pistoning up and down.
With his greater strength he thrust his hips up, burying his dick as deep as possible in her hot
cunt and causing her to shriek like a cat in surprise.  Pushing her forward he got on his knees
behind her and began fucking her as fast as possible, his hips a blur and making wet, sticky slaps
against her tight ass.

     With Logan behind her Laura kept her ass up and her head down as he pounded into her
and she mewled in pleasure.  He gripped her hips tightly as he clenched his jaw in
concentration, not caring about her pleasure in the least, just filled with a primal need to cum.
Suddenly her legs kicked out and her up-thrust ass dropped, causing him to lose his balance and
to fall on top of her.  She used her arms and legs to roll them both over on the ground until he
was on his back again and then spun herself around on his cock until she was face to face with
him.  She placed her fist under his jaw and popped her claws, one sharp blade on either side of
his face.

     "Don't move until I'm done.  Got it?" Laura threatened.

     Logan smirked up at the horny girl.  "You got it, darlin'," he chuckled.  "You win."

     "Good," Laura growled as she resheathed her claws and sat up straighter, rolling her hips
slowly back and forth.

     Logan growled in contentment as his teenage clone began to slowly ride his dick.  He ran
his callused hands over Laura's smooth, tight ass before going up her sides to her panting chest.
He cupped her small tits and lightly tolled her hard nipples between his fingertips as she gasped
out.  He lifted his head up as he used his hold on her nipples to pull her down until their lips
met.  He slid his tongue across her pink lips and she opened her mouth in response, letting his
tongue in to meet her's.  Their bodies began to respond to each others' instinctively during the
kiss: His hips lifting up to meet her thrusts, Laura sinking her tight pussy down at just the right
angle over his cock, him pinching her nipple just a bit to hard, her scratching her nails down his
chest, him squeezing her tight ass hard enough to leave marks, and with their new synchronicity
their orgasms started to crest.

     Laura peered deeply into Logan's eyes as she slid down his cock one last time.  "I'm... I'm
going to... going to cum," she moaned.

     "Me too, darlin'," Logan said.  "Me too."

     The White Queen peered deeply into Logan's eyes as she slid down his cock one last time.
"I'm... I'm going to... going to cum," she moaned.

     "Me too, darlin'," Logan said.  "Me too... What the flamin' hell!"

     The White Queen sat up straighter, her graceful back arched and her large tits thrust out as
she felt Wolverine's throbbing inside of her as she came.  Her pleasure wracked body
shuddered as her tight cunt gripped his prick, rippling around his shaft and triggered his own
orgasm.  She heard him grunt as his cock erupted inside of her, filling her with his thick cum.
She collapsed forward, her tits pressed against his broad chest as she moaned in contentment.

     Logan began shoving the sated woman off of him.  "Emma?  You want ta tell me the hell
you think you're doin'?" he grunted as he finally managed to push the naked woman off of him.

     "Mmmm, it should be obvious," the White Queen moaned in bliss.  "Basking in the
afterglow."

     Logan sat up and looked at the woman he thought was his friend with a mix of anger and
confusion.  "And what's that supposed ta mean?"

     "It means grab some pants, Wolverine," the White Queen said as she sat up on the bed.
"You've got a world to help save."

     Logan continued to stare at the woman he thought was Emma in confusion.

     "Also, I'd like to borrow a shirt."

-----

     "My dear Scott, what have I done to you," Emma said as she stared down at her nearly
comatose lover laying prone on their bed.

     "What are you doing, mom?" Rachel asked as she stopped thrusting up and down on her
father's hard cock and her mother gently pushed down on her back so she was leaning over him.
She groaned as Scott grabbed onto her tits and began to softly suck on her hard nipples.

     "Trust your mother and lean forward more," Jean said as she got comfortable between
Scott's legs.  Kneeling down at the foot of the lounge chair she had the perfect view of her
husband's shaft buried in their daughter's dripping wet cunt, her husband's cum filled balls, and
Rachel's pink little asshole.  She held her daughter's plump cheeks apart and leaned forward,
licking Rachel's little hole.

     "Oh God, mom, yes!" Rachel squealed in delight as her mother lovingly rimmed her ass.

     "Murph," Scott moaned around his daughter's tit in his mouth.  He slid his hands down
her pale body to hold her waist, keeping her steady as he began rocking his hips up, fucking her
slowly as Jean tongue-fucked her ass.  He switched tits and made sure to keep his strokes slow,
short and deep, not wanting to dislodge his wife's tongue or his cock from their daughter's
writhing body.  He could tell that the double penetration was driving Rachel wild by the way her
sexy young body was moving in his hands.

     "Not to interrupt but I'm feeling lonely," Emma said with a fake pout.

     "So... so sorry, Em... Emma," Rachel gasped out as her new step-mother sauntered over to
the small pile of sweat slick flesh.  She reached around Emma's waist as the former villain
raised one of her long legs up and rested her bare foot along the side of the chair to give Rachel
easier access to her lonely pussy.  She delved in between Emma's delicate lips and began
lapping away at her dripping pussy like a eager puppy.

     Out of the corner of his red tinged visor Scott could see Emma happily humping her new
step-daughter's face and a twinge of lust shot through him at the sight.

     "Tut, tut, tut," Emma chided Scott.  "No cumming yet, I have plans for you."

     Scott grinned inwardly and redoubled his attention to his daughter's pale tits.  "The
downside to marrying telepaths," he thought.  "They always know what you're doing before
you do."

     Jean slid her tongue in and out of her daughter's ass like a tiny cock causing Rachel to
moan lustfully into Emma's delicious pussy.  Her fingers squeezed and kneaded Rachel's
ass-cheeks and caused the young mutant to shudder in pleasure as she began to redouble her
efforts tongue fucking her daughter's ass.

     Suddenly Rachel's eyes shot wide open as her orgasm crashed through her.  She
screamed in pleasure into Emma's tasty pussy as her cunt clamped down on her father's cock.
Her entire body shook as she came and her entire family enjoyed her body.  And then she faded
away.

     "What!?" Scott gasped in shock as he looked around.  "Where'd Rachel go?"

     Jean stood up, gloriously nude with the setting sun behind her, Scott's perfect wet dream
since he had first met her when they were sixteen.  "She's in school, silly," she said as she lightly
gripped his wrist and pulled him up to sit as she placed his hand on her tit.  "Now, I believe that
you're in my chair."

     Jean and Emma pulled their confused husband up and Jean took his place, spreading her
creamy thighs wide.  She beckoned to Emma with her finger and whispered breathlessly,
"Come here, Emma."  She licked her lips wantonly as Emma sauntered over, enjoying the way
her new wife swished her hips.  She held her arms out as Emma gently laid down on top of her,
their large tits pressed tightly together and their groins rubbing against each other as she closed
her arms around Emma and they kissed deeply.  Emma kissed and licked from her lips and
down her neck to her shoulders and then down to her pale chest.

     Emma took one of Jean's hard nipples into her mouth, sucking lightly and then licking over
to her other jiggling tit.  She made her way down from Jean's chest to her abdomen, licking
around her belly-button and then dragging her tongue lower.  She looked over at Scott as he
slowly tugged on his throbbing erection and smiled wickedly.  "Fuck me, Scott.  Fuck me while
I fuck her," she moaned.

     Scott quickly got behind Emma's up turned ass and positioned his sensitive cock-head at
the entrance to her hot pussy.  He waited for Jean to start moaning, entering Emma's tight cunt
at the same time her tongue entered Jean.  His moans joined Jean's as he slowly bottomed out
inside of Emma, causing her to join their moans before Jean began panting in pleasure.  He
started out long, slow and deep, his eyes traveling from Emma's heart shaped ass and up her
graceful back to Jean's swaying tits and then her beautiful face as she gasped for breath.  He
was barely able to control himself as he fucked Emma and watched her fuck Jean.  As Jean's
pants and moans began coming quicker and quicker he began thrusting faster and faster, pushing
Emma's face harder against Jean's wet cunt.

     "Oh God, oh God," Jean began panting, her fingers gripping Emma's hair as she humped
herself against Emma's mouth.  "Scott... Scott, I'm... I'm..." she moaned one last time.
"...Cuuummming!"  She thrust her hips up, grinding her spasming, gushing pussy against
Emma's face, filling her mouth with her warm, sweet cum.  "So good," she gasped in pleasure
before slowly fading away.

     "Wha?" Scott gasped out.  "Where's Jean?!" he shouted as he looked down at Emma and
she looked up at him from on her back on their bed in their private quarters at the school with
her long legs wrapped around his waist.

     "She died," Emma whispered with a touch of sadness as she lovingly stroked his face.  "There's just us."

     Scott looked around their room in confusion.  "I don't... we're not..."

     Emma silenced Scott with a small kiss on the lips.  "Just us," she whispered.  Jean Gray
was her one weakness, the one flaw.  Jean and Scott had been together all through school,
Scott's first real love until she, Emma Frost the White Queen seduced him.  She knew that she
could never be to him what Jean was and that the shadow of Jean Gray would always be in his
heart but she was always fearful of finding out how she measured up to that shadow.

     "Us?" Scott whispered as he surrender to the feel of Emma's body beneath him.  He
slowly began working himself in and out as she moaned.  "Emma, I... I..."

     Once again Emma kissed him silent, fearful of what he would say after waking up from the
dream she had given him.  A perverted and incestuous dream considering the alien infection,
but the dream had been a world where he could have both her and Jean, and she wouldn't have
to find out which he preferred.  But now they were back in the real world that had real
consequences.

     Sliding in and out of Emma's writhing body Scott whispered, "No, Emma, no."

     Emma's heart felt like it had turned to ice and her stomach felt like it had dropped.  The
fear of what Scott was trying to say made her feel hollow.

     "No, Emma," Scott said as he rolled his hips down, burying himself as deep as he could to
stimulate both her G-spot and clit at the same time, to pull a moan out of her.  "No dreams,
Emma.  No fantasies.  This is real, right now, right here, us together.  I love you."

     A strange mixture of relief and hope filled Emma as she began rolling her hips up to meet
Scott's gentle, loving thrusts.  And as they held tightly to each other she tried to pretend that
she wasn't crying tears of joys as she and Scott finished making love.

-----

     "I'm sure Emma is responsible for this some how," the White Queen muttered as she stood
naked watching the gang-bang in front of her.  Based on the bits of gray flesh she could
occasionally glimpse through the pile of adolescent male flesh currently writhing around on the
floor of the locker room she assumed that Teenage Negasonic Warhead was underneath the pile
of grunting students.  She held her fingertips to the bridge of her nose and sighed in
exasperation.  She thought over her options and decided that a two prong attack was needed
to free as many of the boys as possible in the shortest amount of time.  Maintaining the psychic
cloak which she had decided to use rather than the beer and cigar reek of any of Wolverine's
clothes she made her way around the sweating, moaning pile of teenage flesh and into the office
while using her powers to bring one of the boys with her.

     "Is... is there something I can... can help you with?” Wing asked as he looked around the
office in confusion.  "Who am I talking to?" he wondered, not seeing anyone in the office and
now wondering why he had felt compelled to go to the office in the first place.  "Hello?"  He
was about to turn around and step back into the line waiting for a turn with the gray skinned girl
when suddenly every male students' fantasy appeared on the opposite side of the dingy room:
Professor Emma Frost, the White Queen, completely naked.

     "The couch.  Sit," the White Queen ordered with a snap of her fingers.

     "Yes, ma'am," Wing gleefully said as he scurried over and sat on the old, thread bare couch.
It was tired, scratchy, and smelled like beer and sweat which reminded him that this was
Professor Logan's office.  "I'm Wing, ma'am.  I'm in your first period..." he began before being
interrupted.

     "I don't care," the White Queen said as she strutted over to the couch.  She placed one of
her long, thigh high boot clad legs on the couch next to the student as she snapped her fingers to
point at her exposed cunt.  "Lick," she ordered.

     Wing's eyes locked onto who he thought was his professor's wet pussy.  "Yes, ma'am!" he
said, wrapping his arms around her small waist and gripped her firm ass as he drove his tongue
between the pink, dewy lips of her pussy.

     After a few minutes of grinding her groin against the student's lapping mouth the White
Queen rolled her eyes and sighed in frustration.  "Oh, bloody Hell," she thought.  "The young:
so much enthusiasm, so little talent."

     As Ms. Frost rolled her eyes in frustration Wing rolled his in pleasure as he gripped and
kneaded his professor's ass and shoved his tongue in and out of her pussy.  "So good," he
mumbled into her cunt as he clumsily tried to find her clit with his tongue.

     The White Queen gripped the student by the hair and yanked him away from her groin.
"Enough.  That will have to do," she said coldly.  "Lean back."

     Wing replied, "Yes ma'am," cheerfully, not even noticing his teacher's attitude.  All he
cared about was getting to fuck who he thought was his professor.

     Looking down at the schoolboy's lap the White Queen scowled.  "At least that fur-ball
Wolverine had something larger than average to offer," she thought as she climbed onto the
couch, straddling the boy's lap as she gripped the base of his prick.

     “Oh geez, oh geez, oh geez,” Wing muttered as the living wet dream of a teacher slowly
lowered herself onto his prick.

     The White Queen yanked the boy’s hair again, forcing him to look up at her.  “Do
whatever you want but you are not to cum until I tell you,” she ordered.  “Nod and grunt if you
understand.”

     Forcing his head between her large tits Wing grunted and nodded his head at Ms. Frost’s
order as she slowly began riding him.  Her warm, wet cunt was as tight as a fist and almost
seemed to ripple along his shaft as she rose up and down around his length.  He raised his
hands up and gripped her tits reverently as he began licking and kissing around the firm, warm
flesh.  He may have been in love with Miss Pryde and she may have been the star of most of his
masturbatory fantasies, not to mention his now confusing feelings for Hisako, but every teenage
boy at the school wanted to fuck the White Queen.  And here she was riding his dick!  First the
Stepford Cuckoos and now their mentor.  Plus the 3-way with Miss Pryde and Hisako.  “This is
the greatest day of my life,” he mumbled around the White Queen’s tit in his mouth.

     Once again the White Queen rolled her eyes in frustration.  “Unless one is capable of
achieving orgasm through boredom this will take forever,” she thought as she rode the young
mutant’s prick and let him feast at her tits.  Wanting to save her power for the orgasm she
expended a bit of will and drew in two more of the students.  “Nothing wrong with a little
fantasy role-play,” she smirked as the two new boys approached her.

     “You’re so beautiful,” the first boy said as he knelt behind the White Queen.  He spread
her pale ass-cheeks apart and began licking at her tiny, pink asshole.

     “You should be leading the Hellfire Club, not Nova,” the second boy said as he stood up on
the couch next to Wing and presented his hard cock to the White Queen.

     “We live to serve your needs,” Wing mumbled again from around the White Queen’s other
tit in his mouth.

     “We worship you,” the first boy said as he gave the White Queen’s tight ass a final lick
before standing up behind her.

     “You are our queen,” the second boy said as the White Queen began sliding her plump lips
along the length of his shaft.

     “We love you,” Wing said as he rubbed the White Queen’s perfect tits around his face.

     “You are perfect,” the first boy said as he slowly slid his prick into the White Queen’s tight
hole.  Her clutching ass parted around his hard prick before grasping him like a vice.

     “There are no others like you,” the second boy said, his cum filled balls resting against the
White Queen’s chin.

     “You are the most beautiful teacher in the world,” Wing said having no way to know that
the White Queen fucking him wasn’t the Emma Frost who taught him.

     The White Queen slid and rocked her sexy body against the three students, their hard
pricks working deep inside of her as they worshiped her.  Their hands slid over her pale flesh,
sending bolts of pleasure and adulation coursing through her, her pleasure rising.  As they
worshiped her with their words they also worshiped her with their cocks, their only concern
being her pleasure.  She began rocking her hips faster, harder, working their young cocks inside
of her as she lashed the cock in her mouth with her tongue an sucked it harder, her cheeks
hollowing.  The sounds of the boys groaning in pleasure and moaning her name was one of the
most erotic things that she had ever felt.

     With a burst of psychic power the White Queen came as she shouted with her mind, “You
will all bow down to me!”  The boys all came at the same time, their cocks inside of her ass and
pussy erupting as she suck and swallowed the cum filling her mouth.  The boy behind her and
the one beside her slowly slid to the floor as tiny bolts of sexual bliss caused her body to twitch.
She looked down at the boy she had ridden and smirked at the look of abject worship on his face
before rolling off of his lap, feeling the warm cum sliding from her ass and pussy.

     She noticed the bathroom to the couch and went to clean up.  “I’m done with you.
Send in the next three boys,” she said off-handedly, as her two prong attack began, freeing three
boys herself while the three boys she had just freed then freed Teenage Negasonic Warhead who
then freed more of the boys.

     The two boys looked at each other with confusion before shambling out into the locker
room as Wing sat on the couch.  “Miss Pryde!”  he shouted, suddenly remembering what he
was supposed to be doing for her.  “Oh man, she’s never gonna have sex with me again.”

-----

     On the floor of the Girls locker room Kitty tried not to squeal in pain as Shaw slowly
pushed into her tight ass with his merciless cock.  Her eyes were screwed shut tightly, her teeth
gritted and her hands balled into fists as she tried to control her breathing.  She went through
every technique she knew trying to control the pain of the Black King’s prick as it slowly pierced
her.

     Shaw grunted and moaned, relishing the feel of the young Shadowcat’s body as her ass
slowly opened to him.  As he slowly pushed deep inside the upstart young mutant he looked
over his shoulder at the gaggle of teen girls as they watched him take their teacher’s ass and
masturbated each other.  All except the young Asian bitch.  She continued trying to usher the
other girls back our to safety after she had come back in to check on her little bitch of a teacher
and the other naked students had followed her.  As he slowly bottomed out in the bitch Pryde’s
ass he grinned wildly.  “I’ll show that little Asian whore her place just as soon as I’m done with
her teacher,” he thought.

     Hisako continued trying to get the naked girls out of the locker room but every time she
touched one of them they took it as a opportunity to grope her as their insistent hands fondled
her and she felt herself growing hornier and hornier.  “No, no.  I must concentrate,” she
thought desperately.  “I am only for Professor Logan.  Or Wing.  Or Miss Pryde.”  She looked
over her shoulder at her teacher and the sight sent her young pussy to throb.  The villain that
Miss Pryde had called Shaw was viciously fucking her teacher deep in her ass, his hairy balls
smacking wetly against her pussy lips and his hips causing her ass-cheeks to jiggle with every
thrust.  Hisako slid wetly to the floor and finally just let her fellow students’ hands flow over her
flushed body.

     “Fuuuccck,” Kitty groaned in a mixture of pain and pleasure as Shaw made her cum.  She
could feel every vein and ridge on his dick as he pummeled away inside of her orgasmic body.
She gasped and moaned through gritted teeth as she threw her upthrust rear against him,
making sure she got every inch of his angry cock into her ass.  She fumed with herself over how
good it felt, the infection forcing her body to enjoy everything that the villain was doing to her.
She could hear the pants and moans of the students somewhere behind her and tried to think of
a way of escaping from Shaw without him going after the girls at the same time she was sliding
her arm underneath her and beginning to strum  her clit, causing her to hiss in pleasure.

     Shaw’s tongue lolled out of his mouth and he drooled on Kitty’s tight ass as he pounded
into her tightest hole.  “You have got to have just about the tightest ass I’ve ever fucked, little
Shadowcat,” he chuckled as he slapped one of her taunt cheeks hard enough to leave a red hand
print across her silky skin.  He threw his head back and basked at the feel of the young X-bitch
submitting to his cock, enjoying the sounds of her pitiful whimpers as he forced her to cum for
him.  Her body shook and twitched in his hands as he leaned over her, reaching beneath her to
grasp and squeeze her small breasts, pinching and rolling her sensitive nipples between his
rough fingertips.  “Gonna cum in your ass, little Shadowcat,” he whispered into her ear.
“Gonna cum in your ass and make you cum with me.”

     Hisako groaned as her fellow students toyed with her body, her shirt gone as they caressed
her hard nipples, squeezed her small breast, traveled up and down her slender thighs, and their
fingers delved into her needy pussy.  She knew she should be helping Miss Pryde against the
evil man but the sight of her teaching getting fucked up the ass was causing her entire young
body to throb with desire.  Suddenly a voice from behind her caught her attention.  “You’re
right of course, dear.  Our Miss Pryde does seem quite at home on her knees.”

     Emma stepped around the pile of withing young girls and watched Shaw fuck Kitty in the
ass with a wide grin on her face.  “I could very nearly spend all day watching this,” she said.  “If
only he wasn’t planning on killing her after.  Also the end of the world thing.”  She patted
Hisako affectionately on her head.  “Sorry about earlier, dear.  Auntie Emma wasn’t herself,”
she said, the barest hint of shame in her voice.  “But we have no time for recriminations.”  She
looked from Hisako to the whole group of young, naked teenage girls.  “Follow Emma, dearies.
I’d rather do this in one go,” she said before strutting farther into the locker room.  “Oh, Shaw.”

     Shaw looked up from Kitty’s heart shaped ass to the gloriously naked Emma.  “You!” he
growled, holding Kitty’s hips possessively to keep her tight against his hips.

     “Don’t we have a rape scheduled?” Emma asked with a smirk on her lips.  “Or was that
just more of your useless male bravado?”

     “Gonna fuck you ‘til you scream, Emma,” Shaw said, pulling Kitty off of his cock.  “You’ve
had this coming for a long time coming, bitch,” he growled as he stood an lunged at Emma.

     In an instant Emma changed into her diamond form, Shaw’s fist landing on her crystalline
jaw with no effect but for him to scream in pain.  “You’re grasp of the English language appears
to have fallen to the alien infection as well as your libido,” she said as she pretended to check her
nails.

     Shaw shook the pain out of his hand.  “You’re gonna look good on your knees,” he said
standing straighter and puffing out his chest slightly, showcasing his throbbing prick.

     Emma rolled her eyes at Shaw’s attempt to show off his erection.  “Perhaps, but you’ve forgotten one thing.”

     “What’s that, bitch?” Shaw asked, slowly tugging on his dick.

     Emma grinned evilly.  “Miss Pryde?”

     A small, sudden fist smashed into Shaw’s throat, cutting off his air.  “And that’s ‘Ms.’ to
you, slime-ball,” Kitty said to Shaw as he began gasping for air while falling to his knees.  She
watched with childlike glee as the Black King of the Hellfire Club struggled to breathe.

     Emma, her naked body back to normal, came up beside Kitty and began seductively sliding
her hands up and down her bare back.  “Care to show him who’s the boss.”

     “Ohhh, you betcha,” Kitty said right before slamming her knee into Shaw’s chin, knocking
him onto his back.  She quickly straddled his hips and gripped the base of his prick as she
peered into his watery eyes.  “And since this is a school, I guess I’ll have to teach you who fucks
who,” she declared as she impaled herself on the villain's cock.  She began forcefully bucking
her hips, rocking his body back and forth beneath her.  “Who’s cock is this, Shaw?  Who does
this dick belong to?”

     “Fuck you, X-bitch,” Shaw growled, suddenly unable to move his arms.

     Emma grinned as she resumed her diamond form, releasing her psychic hold on Shaw’s
body, and knelt down next to the furiously fucking Kitty.  “Ms. Pryde, if I may?” she asked,
staring at Shaw as she emphasized the “Ms.”.  Kitty slid off of the villain’s cock, guessing what
Emma was going to do, and gripped the stiff prick, holding it for Emma.

     “Don’t you dare!” Shaw shouted as he tried to sit up and block Emma an instant to late to
stop her from flicking the tip of his dick with her diamond hard finger.  “Arghhh!” he shouted in
pain.  “It’s yours!  It’s yooours!” he groaned in pain and defeat.

     Kitty chuckled as she remounted the Black King’s cock and began fucking him mercilessly.
“It sure as flamin’ hell is,” she muttered, her small breasts jiggling with every thrust.

     “Very good, Shaw,” Emma said as she turned her body back to flesh.  She straddled his
face, facing towards Kitty’s wildly bucking body, and humped her wet cunt against his mouth.
“Now lick,” she ordered and moaned as he began to comply, his thick tongue sliding between her
wet lips.  Her ex-teammate’s tongue danced inside of her pussy sending delicious shivers
coursing through her body, reminding her that in spite of his being a misogynistic pig Shaw had
always been a very acceptable bed partner.  As she continued humping his face she leaned
forward, bracing herself with one hand on the villain’s chest as she began to cup and caress one
of Kitty’s firm tits.  The two X-Women kissed passionately, joined together over their defeat of
Shaw, their tongues softly caressing each other as Kitty raised one hand up and began softly
groping one of Emma’s own large breasts.

     Emma and Kitty’s kiss turned more passionate, their tongues wrestling as their hands
roamed over their bodies.  Emma reluctantly broke the kiss and looked around at all the
sweating, panting teenage girls around them.  She knew that at any time Kitty could have
broken away from Shaw’s unrelenting lusts if it hadn’t had been for wanting to keep the girls safe,
and indeed after she had distracted Shaw from Kitty the younger X-Woman could have phased
the villain into the ground beneath the school, possibly killing him, but Emma had decided that
using Shaw to break the infection, dominating him, was for the best.  “Just do what feels
natural, children,” she said to the girls, returning her attentions back to Kitty.

     Kitty kissed Emma again, deeply, before slowly kissing her way down her jaw and then
nuzzling at her neck.  The students’ hands and tongues began caressing her and Emma and
both women grinned in pleasure.  She bent forward more, capturing one of Emma’s ripe
nipples between her lips and began lashing the hard nub with her tongue, causing Emma to
moan and gasp out.  She switched to the other large breast, sucking hard and eliciting a quick
squeak from Emma before releasing the firm tit with a pop.  She leaned up and caught Emma
grinning at her with a smile that seemed filled with actual warmth.  She smiled back before
leaning in and they began kissing tenderly.

     The students’ hands caressed their teachers’ sweating, thrusting bodies, almost on instinct
avoiding anything to do with Shaw.  He couldn’t move his arms or legs and knew it was because
of Emma using her psychic powers on him and that she had left him completely incapable of
participating in the orgy, only receiving whatever meager stimulation that they might give him.
Even with the little X-bitch riding his cock he could only lay prone on his back as she did
whatever she wanted to his prick.  A flash of pain slid through his mind and he realized that he
had stopped licking Emma’s cunt and the pain was her friendly reminder to get back to work.
“Fucking X-bitches,” he thought as he slid his tongue back into Emma’s wet cunt.

     Emma could feel her orgasm rising and used her powers to open everyone’s minds to each
other.  Suddenly the pleasures that everyone was experiencing increased by each one and
beyond anything they had ever felt before and everyone came at once, their gasps and moans
echoing off of the walls.

-----

     Scott, Hank, Logan, Peter and Agent Brand stood outside of the door to the Danger Room,
staring awkwardly at each other.  “Well aren’t we a oddly dressed crew,” Brand said sarcastically.
Scott and Hank were in full uniform while Logan was barefoot in jeans and a T-shirt leaving her
and Peter the least dressed of the group.  Scott’s uniform resembled a dark gray one piece with
red striping along with a cowl and visor while Hank’s uniform left his chest, shoulders and arms
fully exposed with yellow striping on the rest.  Logan was simply wearing his regular clothes,
not really concerned with his uniform while Peter was wearing a pair of Hank’s running short
which were a size to small for him and making it obvious that he was wearing no underwear
since they hadn’t been able to find other clothes around the lab and with the urgency he didn’t
want to waste time running to his room.  She had to make due with the ripped remains of her
uniform, her top shredded and now tied under her chest without a working zipper, leaving her
chest nearly exposed and what was left of the bottom of her uniform came barely an inch above
her groin and were barely being kept up by her weapons belt.  “Sweetie, please remind me to
start leaving a change of clothes in your lab.  Colossus, you might want to do the same,” she
said without humor.

     “If we survive,” Logan growled and unsheathed his claws.

     “While I am all for being prepared,” Beast said, trying not to be distracted by all of his
girlfriend’s exposed skin, “I’m afraid this particular situation couldn’t have been foreseen.”

     “Heads in the game, people,” Scott said sternly.  Beneath his visor he closed his eyes in
concentration.  While he had no psychic powers of his own he had been taught telepathic
communication by Professor X.  “Nova, the first wave is here.  What’s the situation?” he
thought as loud as he could.  The response knocked him and his team to their knees.

     "What the flamin’ hell was that?” Logan growled, the first to start to regain his feet.

     Colossus was on his hands and knees trying to control his breathing.  “What did I just
see?” he asked, panting.  “Did we all see that?”

     “Pretty sure that was Nova panicking,” Scott moaned as he began struggling to get off of
his back.  “Brand, did that look like anything S.W.O.R.D. would know about?”

     “I’ve never even heard about something like that,” Brand said as she tucked one of her
firm breasts back into her top.  “I don’t even know of anybody who might have even ever heard
about something like that.”

     “Seemed pretty alien to me,” Logan said, noticing Brand’s uniquely colored nipples.
“Mountains and storms and living landscapes.  What world was that?”

     “Lovecraft,” Hank whispered.

     “And where’s that?” Scott asked his friend.

     Hank stood up straight and looked worriedly at his friends.  “Not a where.  A who.  H.P.
Lovecraft was a author of turn of the century horror stories.”

     Logan sheathed and unsheathed his claws, a nervous habit as he noticed the worried look
in Hank’s eyes.  “And he’s from there?”

     “No,” Hank whispered.  “He wrote about it.”

     Scott held his friend’s furry shoulders.  “Deep breath.  Tell us.”

     Hank tried to shake the cobwebs from his head.  “Old Gods.  Dead and sleeping now.
The sight of which can cause insanity.”  He peered into his friend’s visor.  “Dark gods that
crawled and shuffled across creation spreading fear, misery, and evil.  If Nova is right whatever
has infected our school wants to bring those Ancient Ones back so that they can spread across
our universe like a living cancer.”

     “That thing’s in Lockheed, Slim,” Logan said unconsciously using Scott’s old nickname.
“The dragon’s one of us.”

     Scott released Hank’s shoulders and took a deep breath.  “O.k. people, here’s the plan,”
he said with more confidence than he felt.  “Logan, Colossus, you’re up front and center, we
can’t rescue Lockheed unless we can stop him.  I’ll back up Nova.  Hank, you and Brand stick
to the periphery, if it looks like this creature is about to achieve it’s goals, lock it down.”

     Hank glared at his friend in suspicion.  “And what’s that mean?"

     The clack of gunmetal drew Hank’s attention to his girlfriend.  “Don’t be naive, sweetie,”
she said as she turned off the safety and holstered it before adjusting her shredded clothes.

     “We’re the X-Men, Hank,” Scott said to his friend.  “We’ve fought worlds to save a friend
and now we have to fight a friend to save a world.”

     Hank bowed his head a moment before swiping his hand over the keypad and as the door
opened Scott shouted, “To me, X-Men!” as he led his team inside.

     “Oh Scott, that feels so good!” Jean shouted as she threw her sexy ass back against him.
He held her hips firmly as he thrust himself deep into her tight ass and peered down at her on
her hands and knees.  Behind him he could feel Emma pressed against his back, her warm
breasts sliding over him as her hard nipples scrapped against his skin.  She reached both of her
arms around him, grasping the base of his dick in one hand, jerking him off into Jean’s jiggling ass
as she fondled his cum filled balls with her other hand.  He looked up from Jean’s pale,
glistening body and stared across the Danger Room as Lockheed’s eyes flashed.

     “Nooo,” Brand squealed as Beast pounced on his naked girlfriend like the cat he resembled.
He pinned Brand to the ground with his teeth holding the back of her neck and her ass high in
the air.  He quickly thrust his red cock into her tight cunt, fucking her deep as he growled from
low in his chest.  His hips were a blur as he pummeled away inside of her, her ass jiggling with
each thrust as she mewled weakly.  His clawed hands slid over her skin leaving red trails across
her vulnerable flesh.  She began beating her fists against the floor and trying to crawl away
from him but he gripped her neck more firmly and she gasped out in fear and lust.  He slid his
hands underneath her and gripped her firm tits, twisting the warm orbs and causing her to moan
out.  Her moans of lust and groans of pain spurred him on and he answered by redoubling his
efforts, attacking her tight pussy like a jack-hammer.  He growled in lust and looked up when his
growl was answered from across the room.  He looked up and saw Lockheed standing on his
hind legs, stretching his wings.  “More,” he heard the small dragon hiss.

     “Welcome to the clubhouse,” Sue Richards of the Fantastic Four said as Logan stepped
through the door.  “Well ain’t this a sight,” Logan chuckled at the all female orgy in front of him.
Sue was nude and on her back with her legs spread, her blonde hair flared around her as the
green skinned She-Hulk lapped at her cunt.  She-Hulk was on her knees between Sue’s legs with
her ass high in the air while the Avenger known as the Wasp fingered the green woman’s pussy.
Next to the three fucking women the sometimes villainess known as the Black Cat was softly
kissing the super-model Mary Jane Watson-Parker.  The Black Cat and Mary Jane’s impressive
chests were pressed tightly together as they kissed and their hands flowed over each others’
naked bodies.  The red-headed super spy known as the Black Widow was sitting naked on the
couch with her long legs spread and the sometime Avenger known as Spider-Woman was laying
across her lap, equally naked, with her plump ass in the air.  Black Widow brought one of her
hands down, smacking Spider-Woman’s pale ass and causing the super-heroine to squeal out in
lust.  “Where to start?” Logan wondered before spotting a purple tail flickering about out of the
corner of his eye.

     “Oh God, Peter, I’m cumming!” Kitty shrieked in joy as she wrapped her slender legs
around Peter’s head, her warm cum sliding out of her pussy into his lapping mouth.  Peter
redoubled his efforts, wrapping his arms around her trembling thighs as he drove his tongue as
deeply into her pussy as he could.  His girlfriend gripped his hair and began excitedly humping
his face with enough force to nearly cause him to bite his tongue.  He smiled inwardly as he
hungrily lapped away at her tasty hole, enjoying the enthusiastic way she enjoyed sex.  “Always
so eager,” he thought, listening to her squeals and moans.  On the bed next to Kitty’s thrashing
body he noticed a stuffed purple dragon.

     “The troops are ready for inspection,” the Drill Instructor said as he saluted Brand.  “Very
good,” she said as she walked back and forth, inspecting her naked recruits.  “What we do here
is very hard, men,” she said inspecting their broad shoulders and chests.  “The enemy is always
sneaking around our back doors,” she continued as she inspected their well defined abs and
muscular arms.  “We have to stay alert before their subversive efforts catch us with our pants
down,” she went on as she inspected their tight asses and muscular thighs.  “And the only way
to defeat the enemy is with the proper weapons.  Show me your guns, boys!” she shouted as all
the troops stared blankly at her.  “It appears this surprise inspection has caught you with empty
weapons,” she announced as she unzipped her uniform to bare her firm tits.  “Present arms!”
she shouted and all the men began stroking their cocks as they stared lustfully at their sexy
commander.  She looked over at her Drill Instructor and wondered why he had a tattoo of a
purple dragon on his chest.

     “Yes, Scott, yes!” Jean squealed with glee as Scott buried himself into her clutching ass and
began making short, deep thrusts as he reached underneath her to squeeze her dangling tits and
met another pair of hands.  He looked up and saw Emma reclining on her ass, her long legs
spread wide to allow Jean access to her dripping pussy.  “I’m afraid this one is my fault, Scott,”
she groaned as she gripped Jean’s hair with one hand and humped her face.  Suddenly he
couldn’t feel the strange pair of hand’s that he had mistakenly taken at Emma’s and looked
around in confusion.  Emma licked her lips and whispered, “Don’t forget about Lockheed.”
Scott looked down at his sexy wives and then up into the air and the strange shadows looming
over them somehow from the ceiling of the Danger Room.  “Lockheed?” he wondered.  “I... he
made me...  This is an attack!” he shouted before unleashing the most powerful blast that he
could muster through his visor, Jean and Emma disappearing from in front of him.

     “You animal,” Brand grunted in a mixture of pain and pleasure.  Hank picked her up and
flipped her over, keeping his cock buried inside of her as she landed on her back.  He roared
and went back to fucking her roughly, her tits jiggling on her chest with each merciless thrust.
He bent forward and caught one hard nipple between his sharp teeth, causing her to scream out
as he sucked and licked the sensitive bit of flesh.  He gripped her muscular ass-cheeks in his
hands as he angled his dick down, stretching her in new ways and causing her to squeal and pant.
Suddenly a bright red light caught his attention and he released her tit from his mouth, sitting up
straighter with his prick still buried inside of her.  “Go chase the laser, Kitty-kitty,” Brand said in
Emma’s voice.

     “Logan, you are a beast,” She-Hulk grunted breathlessly from on her back with her green
DD-cup tits wrapped around Logan’s pumping cock.  The Black Widow was on one side of him
fondling his bloated balls as he straddled She-Hulk’s chest while Spider-Woman was on his other
side lifting up one of her tits for him to suck on.  His hands were between Black Widow’s and
Spider-Woman’s legs fingering their juicy cunts while he fucked She-Hulk’s enormous breasts.
Out of the corner of his eye he could see the Invisible Woman straddling She-Hulk’s face,
lowering her dripping pussy down onto her green friend’s eager tongue while across the room
the Black Cat and Mary Jane were locked into a 69.  His attention was stolen from the lesbian
sexy show by a cough from his other side.  He turned his head slightly from Spider-Woman’s full
tit and saw Emma staring down at him.  “This is just down right adolescent, Logan,” she said
sternly.  “Isn’t there something you should be doing?”

     “Mmm, Peter,” Kitty moaned in pleasure as she slowly lowered her self down onto his cock.
“You feel so good,” she whispered as she slowly started to rock her hips, taking every inch of him
into her hot, sweat slick body.  She began softly riding him as his large hands started to gently
caress every inch of her exposed flesh.  The moonlight filtered through the open window while
a gentle breeze stirred the gently wafting curtains  “And I’m going to stop this right here,”
Emma said, startling Peter as Kitty continued on as if she hadn’t heard anything.  Emma looked
down at Peter with a condescending look on her face.  “Peter, dear.  This Hallmark channel
love scene cannot be your version of sex,” she said.  “What is wrong with romance?” Peter
responded, oblivious to the strange situation.  Emma just sighed in exasperation.  “Remind me
to have Logan loan you some of his more ‘personal’ movies if we survive this.  And if they don’t
work I’ll loan you some of mine.”

     “The troops are now armed!” the Drill Instructor announced as Brand inspected the
double rows of hard, throbbing cocks.  “Very good men.  Very good,” she said, stroking a few
of the hard dicks that all seemed to point at her.  Her firm tits barely swayed as she walked back
and forth in front of the men before announcing, “Present arms!”  All the men gripped the base
of their dicks and pointed them upwards.  Brand grinned and slid her palms over her chest,
squeezing her tits before sliding her hands down her body.  In a blur she pulled her side arm
and fired at the Drill Instructor as she yelled, “Fire!”  All the men turned and fired as one, all in
full battle-gear and all armed with fully automatic weapons.  “Sex and violence is all pretty
much the same to me, asshole,” she yelled as the Drill Instructor roared in anger.

     “I thought you X-Men fallen before the battle had even begun,” Nova said to Scott as he
unleashed another blast from his visor.

     Scott ducked a bolt of lighting from Lockheed as he fired another blast.  “I think perhaps
we can thank Emma for the help,” he said to Nova through gritted teeth.

     “Still,” Hank said as he leaped over Scott and Nova, trying to force his way against a cold
wind that was keeping him from reaching Lockheed like a force field.  “It was a powerful if
somewhat blunt attack.”

     Nova steeled her concentration to try and block out the echoing thunder, trying to rebuild
the psychic tendrils that the alien creature kept destroying.  “A creature with this much power
doesn’t require subtlety, Doctor,” she said to Hank.

     Hank stopped trying to force his way past the force field made of wind and watched Logan,
a steel hard Colossus, and a topless Brand try to make their way to Lockheed.  “Still, with a little
more subtly this creature could have remained hidden and it’s infection could have spread to the
whole of the school and outside.”

     “And what does bring you to the school, Nova?” Scott asked as he looked for a opening in
Lockheed’s defenses of wind and rain and thunder and lighting.

     Nova smirked, the first real sign of emotion since the X-Men’s arrival in the maelstrom.
“All in good time.”

     Hank stood up straighter and peered around the Danger Room and the illusions it was
creating.  “It’s not even really fighting us,” he said as he stared at Lockheed reclining on the dais.
“These are just automatic responses.  He barely knows we’re here.”

     “What are you talking about, McCoy?” Nova grunted, the rain from Lockheed’s storm
blurring her vision.  “I’ve already been battling this creature for hours yet.”

     “But he hasn’t been battling you,” Hank said in wonder of the sound of the lighting strikes.
“Look around you.  Lockheed has taken over the Danger Room, commanded it to look like
something it’s comfortable with.”

     “The storm and mountains,” Nova said as her eyes went wide realizing how little the most
powerful psychic on the planet mattered to the creature before her.

     “Exactly,” Hank agreed.

     Scott stopped his attack and looked over towards the much shorter Nova and his friend.
“Explain, Hank.”

     “We are in a storm, Scott,” Hank said.  “Everything we are fighting against, lightening,
wind, are simply parts of a storm.  He’s not attacking us with a storm, he’s simply trying to make
the storm real.”

     “The power he’s drawing from the school...” Nova began stopping her attack and staring at
Lockheed in awe.

     “With enough power the storm will become real,” Hank finished.

     Scott looked from Hank back to Lockheed.  “And blanket the whole world, bringing back
it’s Ancient Ones.”

-----

     “No means no and that’s final!” Kitty said to Wing and Hisako.

     “But we can help,” Hisako pleaded.

     Wing couldn't tear his eyes away from the White Queen's large, heavy tits.  "Um, yeah,"
he mumbled.

     The White Queen smirked at the look of astonishment on the young student's face.  "And
how old were you when you began fighting beside the X-Men, Miss Pryde?" she asked with
obvious contempt.

     "It's 'Ms.' to you," Emma said to the White Queen.  She pretended to straighten her pants
and top, emphasizing the fact that she was the only one dressed in their usual clothes.  Kitty
hadn't been able to find any clothes in the locker room her size and so she was once again in
shorts and a T-shirt a size to small for her which made it obvious that she wasn't wearing
underwear.  Hisako was still in one of Logan's button up shirts, Wing wearing his gym clothes
from the Boys Locker Room while the White Queen was completely nude except for her thigh
high boots.  "But perhaps the children can serve a purpose," Emma finished.

     "Emma," Kitty growled.  "They're children, they're not fighting."

     "My students, my old students, the Hellions, would have been the first ones through the
door," the White Queen said, sending a small jiggle through her breasts and causing a tent to
raise up in Wing's shorts.  "They were all so brave.  Maybe even as brave as you," she said,
ruffling Wing's hair in false affection.

     The color drained from Wing's face and his mouth went dry as he openly stared at the
White Queen's naked body and her jiggling tits.  "Ow!" he shouted out as pain flared in his side.

     "Stop it," Hisako hissed.  "You're embarrassing your self."

     "The kids are not going through that door," Kitty said angrily as she stepped between the
two Emmas and her students.  She tried not to look but she could feel Wing's eyes crawling
over her ass.

     "Of course not, dear," Emma said to Kitty.  "We will enter first, Hisako will use her power
as a blockade and Wing will wait behind her to fly out any injured.  They will be out of direct
harm and will be in position to call or help if needed.  Agreed?"

     Kitty tersely nodded her head and turned towards the door to the Danger Room and
began punching in the entrance code.  "We got a plan, X-Men.  Let's go!"

     The door opened and Kitty activated her power as she rushed into the room with Emma in
her diamond form running behind her and the White Queen simply strolling after her.  "Please
do drop the blockade when Shaw arrives, won't you?" she asked the children as she made her
way into the Danger Room.

     "Who's Shaw?" Wing asked Hisako.

     Hisako activated her power and a glowing, red, transparent suit of armor covered her and
filled the doorway.  "Nobody," she answered, preferring not to remember the way she had
masturbated watching his thick cock stretching Miss Pryde's tight ass.  "And stop staring at
other women or I'm breaking up with you."

     "Breaking up with me?" Wing wondered.  "Hey!  Are we dating?" he asked, stunned at
his friend's words.

     Hisako blushed a little as she answered, "I think that with every thing that's happened
today it's safe to say you're my boyfriend."

     "Huh," Wing mumbled as a smile broke out across his face.  "I'm somebody's boyfriend."

     "Move, whelp," Shaw said as he shoved past Wing and used his massive strength to catch
Hisako by surprise and make his way past her.  "Somebody is going to die for the indignities
suffered today."

     From the spot on the floor where he landed Wing watched the man in the shredded pants
disappear into the Danger Room.  "So I guess that's Shaw?"

     "Uh huh," Hisako said meekly as she moved back into position trying not to remember
how the sight of the villain fucking Miss Pryde had turned her on.

     "Kittens blush when they remember how the kitten was made to purr," a voice from
behind, then to the side and then in front, of Wing & Hisako said.

     Hisako stared as a naked, gray-skinned girl walked into the Danger Room.  "And now
who's this?" Hisako asked.

     "I have no idea," Wing quickly replied as he watched the gray-skinned girl's naked ass
swish back and forth.  "Well it's not technically a lie since I never learned her name," he thought,
not wanting to admit to his new girlfriend that he had participated in the mystery girl's
gang-bang.

     Shaw strode into the tumult room, his fists shaking with anger.  "Where is the one
responsible for my indignities!?" he shouted.

     Logan was running swiftly past Shaw and was about to lunge at Lockheed again but
stopped just a few feet short.  "In the mirror every mornin', bub," he said before leaping back
into the fight.

     "You and your mutton-chops pretty much walked into that one," Brand said as she
reloaded her gun.  Her shredded top had been lost right after the fight started and she had no
choice but to fight topless and now her ruined pants were hanging half way down her muscular
ass, barely being kept up by her weapons belt as she ran back into the fight.

     “Kitty!” Hank shouted over the den of the storm.  “And Emma,” he said as his teammates
forced their way against the howling wind to reach him.  “And... naked Emma?”

     “What do you need, Hank,” Kitty asked, unable to look away from Lockheed, her friend,
and the evil look in his eyes.  “I’ll find some way to help you, dragon,” she said to herself.

     Hank didn’t know where to let his eyes rest as they darted between Lockheed, Kitty, the
storm, Emma, and naked Emma.  “Well, I would like for Emma to use your instinctive rapport
with Lockheed to enter his mind, just the slightest bit, and show us what he believes he’s doing,”
he said.  “Also, I would like someone to tell me why we have a second, naked, Emma.”

     Kitty looked from Emma to the White Queen and then to Hank.  “Just think of them as
evil Emma and... well, not as evil Emma,” she said as she shrugged her shoulders.

     Emma glared at Kitty a moment before smirking.  “Many thanks,” she said as she placed
her fingertips of one hand against Kitty’s temples.  “I’ll be gentle,” she continued as she placed
the fingertips of her other hand against Hank’s temples.  “Nova?”

     “I am here,” Nova answered in their minds before a wash of memories overtook them.

     The four mutants had their minds joined by Emma as Nova shared all of their memories
with each other.  They saw every thing Kitty had seen and done as well as what was done to
and by her, everything Nova had discovered, everything that Emma had done to fight off the
infection, and then through Kitty’s rapport everything Lockheed had experienced.  “Oh my stars
and garters,” Hank mumbled.  “Wanda accidentally pulled him from his home when she flipped
reality,” he said.  “Alone and needy he found and possessed Lockheed and then tried to find a
way home.  He discovered the inherent energy that flows through all living beings and with
every ebb of energy he stole he grew stronger, more capable.  With enough energy he will be
able to bring back his people, the Ancient Ones.”

     With all the details finally shared Emma broke the connection.  “He’s not inherently
evil...”

     “He’s just lonely,” Kitty finished.

     “Emma, connect me to Scott,” Hank said.  “I’ve got a plan.”

     Emma opened Hank’s mind to Scott and after a few tense moments Scott nodded his head.
“Agreed.  Nova?” he said as he thought the plan to Nova.

     Nova nodded her head.  “Agreed.  Although acting has never been my strong suite,” she
said before lowering her hands.  With a gentle wave of her hand all of the X-Men, students and
Brand, fell to the floor, leaving only the Hellfire Club and Emma on their feet.  “Oh great entity
inhabiting the alien known as Lockheed, I, Cassandra Nova, address you.  We surrender.”

     “What?!” Shaw growled.

     “Hush,” the White Queen chided Shaw.  “Just go along with it,” she said, jiggling her tits
at him to distract him from his anger.  With his eyes glued to her chest she whispered, “There’s
a plan so just follow along.”

     “I’m aware of your tricks, witch,” Shaw said licking his lips.

     “These are not a trick, Shaw,” the White Queen whispered as she smirked and pointed at
her breasts.  “Now be quiet.”

     Lockheed peered at the small group of humans.

     Nova continued her speech, briefly wondering what possible use bringing Shaw along was
supposed to serve in Cyclops’ plan.  “We surrender to your great power and wish to help you
fulfill your desire.”

     “Hooommme,” Lockheed hissed.

     Nova nodded her head enthusiastically and looked towards Emma.  Emma stepped
forward and raised her hands up as she spoke.  “We have found a way to return you home,” she
said, trying not to shiver at the hungry look Lockheed was giving them all.

     “Bring home here,” Lockheed said inside of their minds with enough force to knock them
to their knees.

     The White Queen bowed low, her large breasts dangling below her, her pale ass thrust up
high.  “Yes, we can bring home here,” she said as meekly as possible.

     Staring at the White Queen’s pale ass Shaw said his part.  “Yes.  We’ll bring your home
here if you wish,” he said.  And then through gritted teeth he muttered, “Lizard.”

     Nova stood back up as she said, “We can send you to the original conduit.  That is the
way to bring home here.”

     “Yesss,” Lockheed roared in triumph in a voice far more powerful than a small creature like
Lockheed should have been able to manage.  And as Lockheed agreed Nova put Hank’s plan
into motions.

     Nova gathered the latent mutant and psychic energies of the X-Men, much more potent
than the Hellfire Club because of their training and stronger due to their feelings of family, and
more potent with them unconscious,  and channeled it through Shaw’s sturdy form, realizing
why Scott had wanted him conscious, his single-minded will strengthening the stream of energy.
Emma and the White Queen added their own powers and laced all the energy together as she
used the rapport she had built with the Hellfire Club to funnel the energy to the naked Teenage
Negasonic Warhead.  The nude, teenage girl’s reality warping power, much less potent that the
Scarlet Witch’s, added the last necessary component as Nova aimed all the energy straight at
Lockheed’s head.

     At the Xavier Institute for Higher Learning in Westchester County, New York It closed It’s
eyes and Lockheed opened them.

-----

     Quicksilver, former mutant terrorist, former husband, former father, former Avenger and
former mutant looked down at his lonely bowl of soup.  He had only meant the best for Wanda
when he was spying on her during her convalesce with their father and Professor Xavier, and he
had only meant the best for their species when he had coaxed her into flipping reality to make
mutants the dominate species.  He knew that the Avengers and X-Men would blame him for
their troubles despite the fact that he and Wanda had given them a near perfect utopia and he
knew that as soon as they got their wits about them that they would be looking for him.

     “Bastards!” Quicksilver snarled as he slammed his fists down on the rickety table
overturning the one bowl of soup that he would be given that day.

     A voice shouted out at Quicksilver from the throng of destitute homeless gathered in the
small church basement.  “He, mac!  No violence in the church!  You’re outta here!”

     Pietro Maximoff, feeling no reason to call himself Quicksilver without his powers, glared at
the slovenly dressed human.  Just yesterday he could have flayed the man alive with his
super-speed but now, today, he was as powerless as any human.  He grabbed the overcoat he
had pulled out of a dumpster yesterday and shuffled slowly out of the basement, making his way
back out into the harsh light of New York City.  “At least I’m safe from the X-Men and Avengers,”
he mumbled as he made his way back into the ally he head slept in last night.  “They’d never
look for me here.”

     A sudden bolt of pain pierced Pietro’s mind and brought him to his knees a moment before
a second bolt knocked him on his back.  He didn’t even have time to yell in pain before a
nimbus of light surrounded his twitching body.  “Wanda,” he croaked as his eyes filled with a
orange fire and It took over his mind.

     The infected Quicksilver stood up and peered around at his new surroundings.  “Humans
come in so many different flavors,” he thought as he studied his new vessel.  It was a vessel
similar to the ones at the school but this one was denied it’s powers, a small matter that was
easily rectified with a small flash of power, but this was not the original conduit that he was
promised.  With a small flash he saw a picture of the original conduit in his mind, a memory.
“Of Wanda,” he whispered.  “My sister.  My twin.”  He looked down the length of his body as
realization dawned on him.  “I am of her and she is of me,” he said as a smile broke out across
his face.  “We are one,” he said before he was gone in a blur of speed, he long coat fluttering as
it sank to the ground.

     In the Eastern European country of Latvia a beautiful, auburn haired gypsy milled about
the market place of a small country town.  As far as the other market shoppers were concerned
she had lived there all of her life, unaware that she had arrived only a day before, using her
reality warping powers to make them forget that they had never seen her before as well as
making herself forget who she was.  As she strolled around the market place she enjoyed the
feel of the sun on her skin and wished she had worn something lighter than the modest corset,
breezy skirt and cloak but they had matched her hair color so well.  Suddenly in a blur of
motion she was gone, far faster than the eye of any of the humans in the market place could see.

     From her spot on the ground Wanda looked up at the white haired, shabbily dressed
kidnapper.  “My God!  Who are you?” she asked in Latvian without any trace of an accent.

     Quicksilver looked down at his frightened sister.  “I am of you.  You are of me,” he said in
a strange monotone.  “We will bring my home here,” he said and in a flash his clothes were
long gone, leaving him completely nude as his erection throbbed to life.

     “I don’t... I don’t think this is... is your home,” Wanda stammered as her eyes went from
the stranger’s face to his slowly rising prick.  “You... We...” her voice trailed off as she licked her
lips.  Her corset felt two sizes two small and her skirt felt to hot around her legs.  Her breath
caught in her throat as she rubbed her thighs together and her kidnapper’s cock twitched and
throbbed, seeming to point straight at her.  “Epp!” she chirped as her clothes were suddenly
ripped from her body leaving her nude, reclining on her red cloak.  Her large tits fell to her sides
slightly with gravity, pale and capped with light pink nipples.  Her nipples grew hard and her
bare vagina glistened with unexplained arousal.  “Please...” she begged, not sure what she was
begging for, more or less.

     “Home,” Quicksilver whispered as he climbed down to his knees, leaning over his panting,
beautiful sister.  He kissed her deeply and clumsily, It’s first kiss, trying to shuffle through
Quicksilver’s memories to find out what to do.  His sister kissed him back passionately, moaning
with pleasure into his mouth as she caressed his muscular arms and he moaned back before
breaking the kiss and beginning to give quick pecks down her jaw, nuzzling the warm flesh of her
neck.

     “Oh Pietro,” Wanda moaned in lust, not realizing she had called what she thought was a
stranger by his name as she pressed her large tits more forcefully into his chest.  She cooed in
pleasure as he made his way down to her breasts, licking and sucking at her tits, his passionate
caresses intensify as she reached between their naked bodies and gripped his throbbing cock.

     Quicksilver kissed his way back up from Wanda’s chest until their lips met and their
tongues reached out towards one another.  He felt her spread her legs wider, parting her thighs
for him as he moved his hips forward and she guided his dick to the entrance of her steamy cunt.
He pushed his prick slowly but firmly into her writing body, sheathing himself fully deep inside of
her, her hot pussy parting before him and then gripping him tightly.  “Home,” he moaned in
pleasure into her ear.

     “Yes, brother, yes,” Wanda groaned in response to Quicksilver, leaning back fully with one
arm wrapped around his broad shoulders and bringing him down with her.  He began working
himself deep inside of her, barely pulling out an inch before pushing himself back in as she raised
her wide hips up to meet him.  Urgency started to build in both of them, his thrusts coming
faster and faster as her breathing quickened, her chest rising and falling with her large tits
wobbling with each panting breath.  “You’re home, Pietro.  We’re home,” she moaned
lustfully.

     “Hoooome,” Quicksilver groaned again, his thrusts coming faster and faster as he fucked
his sister.  It hadn’t felt this kind of need while inhabiting Lockheed, this need was purely
human, the need for sex was almost as primal as Itself.  He thrust harder, faster, his hip
beginning to blur as his need activated his mutant power as he delved into Wanda’s tight, wet
cunt again and again.

     Wanda moaned in pleasure as Quicksilver’s cock began to vibrate inside of her.  She
gritted her teeth and grasped his forearms as he strained above her, unable to match his pace.
She kept her hips tilted up to give him full access to her dripping hole as she spread her legs even
wider until they were nearly pointing straight out from under his hips.  “God, Pietro, yesss,” she
moaned in lust.  “I’m cummming!”

     Quicksilver buried himself inside of his sister, her spasming pussy rippling around his shaft.
“Hoooommme!” he shouted as he came, filling Wanda’s tight cunt with his thick cum.

     A flash of light flowed from around Quicksilver’s head and into Wanda’s eyes, quickly
followed by a second strobe.  His eyes shot wide open in surprise as he fell sideways, laying
next to his spasming sister.

     Wand shrieked in pain as her powers activated and she suddenly remembered everything,
everything she had done to her fellow mutants, everything she had done to herself.  And then,
with the psychic manipulation of Emma Frost whispering in her mind, she remembered
everything the strange alien entity had done.  “Noooo...!” she screamed, refusing to believe all
the misery she had caused.  “Nooo...”

-----

     With a wave of her hand Emma revived the X-Men.  “Well, that was certainly exciting,”
she said as she stared at Nova.

     “Very,” Nova agreed, a knowing smirk on her face.  Teenage Negasonic Warhead
appeared behind her, possibly unaware or unconcerned where she was or what was happening
or that she was nude, while the White Queen sauntered up, displaying her naked body and
staring daggers at Emma, and Shaw came up behind her glaring at all the X-Men.

     “Our plan worked,” Scott said, seizing up the position of everyone in the room, while the
rest of the X-Men spread out behind him and Emma.  “If there were a few changes in it.”

     “Yes,” Emma said, answering Nova’s smirk with one of her own.  “Nova channeled the
X-Men’s psychic energies through Shaw, his mutant power strengthening the energy stream,
pulling the alien entity out of Lockheed and into Quicksilver.  The ‘White Queen’ manipulated
the creature’s powers to reactivate Quicksilver’s powers and sent him to Wanda while I sent a
telepathic suggestion from him to Wanda for her to send the creature back to where ever it
came from using Teenage Negasonic Warhead’s power to alter reality.  I suppose the twins
having sex was Nova’s suggestion.”

     “Indeed,” Nova said with a condescending tone.  “It was best if the creature was
comfortable with the situation so as best not to notice our telepathic suggestions.”

     Logan popped his claws as he peered at Shaw, waiting for the villain to attack.  “So
where’s that leave us?” he asked in a low growl.

     Nova smiled wickedly.  “Yesterday,” she answered simply.

     Hank pulled his glasses from his pocket and put them on.  “And what does that mean?
And what do you mean by ‘suggestions’ plural?”

     Nova clapped her hands once and chuckled.  “I have plans for you X-Men and your
school,” she said.  “Plans I was not yet prepared to reveal when the alien attacked you all.”

     Brand clicked off the safety of her gun, completely unconcerned with displaying her bare
breasts.  “And whatever does that mean?” she asked, affectionately mimicking Hank.

     “The Scarlet Witch is flipping reality to send that creature back to where ever it came
from,” Nova said.  “I simply placed another command next to your dear Emma’s.  To have her
stretch the command a bit.”

     Kitty held Lockheed protectively in her arms.  “She’s going to rewrite the day, isn’t she?
You’re manipulating her just the way Quicksilver did.”

     Hisako and Wing held hands, afraid of what the adults were saying, afraid of being
separated after just discovering their feelings for each other.

     Peter, still in his steel form, placed a unnecessarily protective arm around Kitty.  “And you
think we will allow this to happen?”

     Nova cackled with glee.  “It’s already happened.  Perfection!” she shouted an instant
before the White Queen shouted, “Shaw!”  Both women unleashed a psychic wave, knocking
back the X-Men except for Emma who had started to assume her diamond form.  The rest of
the X-Men fell scattered to the floor as Shaw’s fist connected with her jaw before she could fully
turn to diamond, knocking her back against the wall.

     Teenage Negasonic Warhead trailed dreamily around the the room as the X-Men struggled
to their feet.  “Alls well that ends well that starts well again,” she sang.

     “Agreed,” Nova said sternly as the new battle began.

-----

     Chase sat back and watched his cum drip out of Xavin’s thick ass.  His eyes traveled up
her graceful back at her beautiful face wearing the same wide-eyed look of shock as him.  Their
eyes were locked in horror and he couldn’t turn away as he felt everyone staring them.  He
licked his dry lips.  “Uh, uh, uh...” he stammered.  Suddenly Xavin blurted out, “We will never
speak of this...” and Chase finished, “...Ever.”

     The group of Runaways began looking around silently for their clothes when suddenly Nico
shouted out, “The girls!”

-----

     In the Runaway’s Leapfrog Molly sat in Chase’s captian’s chair.  “Breaker, breaker, this is
Princess Powerful calling S.H.I.E.L.D., the Avengers and the Fantastic Four.  Come in, over,” she
said into what she thought was the radio.  When no noise came from the box looking device
she kicked it with her sneaker.  “This thing’s broken,” she declared in frustration as she turned
around and looked at Klara.  “Any luck with the door?”

     Klara punched at random buttons with no luck.  “No.  Victor locked us in but he didn’t
turn the power on.”

     “And they think just ‘cuz they’re older that they’re smarter than us,” Molly pouted as her
aura began to glow.  “If I was in charge I wouldn't have left Old Lace in the Leapfrog.  You
never know when a dinosaur will come in handy.  That’s it.  I’m punching out the window,” she
exclaimed before she, Klara, the Leapfrog, the genetically grown raptor Old Lace, and the school
was bathed in the Scarlet Witch’s spell, erasing not only the world’s memories of the last day but
the day itself.

     “No more mutants,” a sad, lonely voice said as it rippled across the planet.

End Part 01 Not the Whedonverse XXX The Astonishing X-Men with special guest stars The
Runaways.

To be continued in Not the Whedonverse XXX Chap. 02: Marvel’s The Avengers with special guest
stars Marvel’s Agents of S.H.I.E.L.D.
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Not the Whedonverse XXX