Not The Whendonverse Pt. 01 Chap. 02


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. 02
The Astonishing X-Men With Special Guest Stars The Runaways
By Muhabba

The first thing Kitty saw in the morning was Lockheed staring at her from the window sill and she knew what she needed to do. And she knew who she was going to do it with. She dressed quickly in only a loose T-shirt and baggy pants, for easy access, with sandals and made her way from her room to the school proper. It was only a few minutes from her room to the class she wanted and she quickly knocked on the door.
“Enter,” a cold voice from inside the classroom answered.
Kitty opened the door and poked her head in.

“Ah, Miss Pryde,” the White Queen sneered from behind her desk.

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  “I trust you have a good reason for interrupting my class. ”

“Sorry, Emma,” Kitty answered. “I need to see Wing. ”

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

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

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

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


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

“Have a seat,” Kitty said as she gestured to the couch set off to the side of her office.

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  She watched Wing’s tight, little ass as he walked towards the couch and then slumped down. “I bet you’re wondering why I asked you here,” she said as she leaned against her desk.

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

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

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

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

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

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“Would you like to know what I do for stress?” Kitty whispered breathlessly into Wing’s ear.

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

“Close your eyes, Wing,” Kitty whispered.

Slowly Wing closed his eyes.

“Imagine you’re flying,” Kitty continued. “Imagine the air flowing around you, over you, through your hair, across your body. ”

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

“Through the air, the wind kissing your skin,” Kitty continued.

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

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

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

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“Are you more relaxed?Less stressed?” Kitty whispered.

“Uh huh,” Wing answered.

“Well, it sure doesn’t look like it,” Kitty giggled mischievously.

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

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

Wing looked down at his teacher’s head bobbing up and down in his naked lap. He realized she must have used her power to strip him and now. . . now.

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  . . now his sexy teacher was sucking his cock?He was living every schoolboy’s dream!This was the best thing to ever happen to him!Pure bliss filled his mind and he was barely able to choke out, “Miss. . . Miss Pryde. . . ” before he was stunned back into silence when she grabbed his balls and swirled her tongue across the sensitive tip of his prick.

“Mmmm. . . ” Kitty moaned in satisfaction. She didn’t know if all of her students’ cocks tasted this good but her pussy throbbed at the idea of finding out. As she swirled her tongue around Wing’s cock-head she squeezed and massaged his cum filled balls in one hand and jerked him off with her other.

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  “Oh my God,” Kitty thought. “I should have been doing this since school started. ”

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

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

Wing stared at the sexy X-Woman in disbelief, “Miss Pryde?”

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

Wing just stared at her in abject worship.

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

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

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

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

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

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

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  And with the way she usually dressed, most of the students dreamed about the White Queen.

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

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

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

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

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

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

The class was silent. Emma shrugged her shoulders, sending a delicious jiggle through her pale, creamy cleavage. “Then that’s your assignment for today.

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  Research the problem and submit your answers before the end of class,” she said as she sauntered back to her chair and sat down.

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

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

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

This student approached Emma’s desk in shame at having forgotten his homework. He dropped his pants, exposing his tight little ass as he bent over her desk and she turned her body to hard diamond. Her cold, firm hand fell across his now pale ass-cheeks and he grunted in pleasure as she made contact. Every time his teacher’s hand slapped against his sensitive skin his cock began to harden.

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  Finally his cock pulsed against the cool front of the desk, smearing it with his pre-cum as she knelt beside him. He turned to face his teacher and she began slapping his hard cock with her diamond-hard hand until his cock spasmed and he came across her shining skin.

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

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

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

In another female student’s dream Emma angerly shouted, “Enough!” as she launched herself out of her desk.


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

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

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

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


As the morning wore on the most dangerous man on Earth, the Wolverine, slowly walked up the school’s halls durning classes.

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  “Hit the Danger room. Work off some aggression,” he thought. After Emma’s last telepathic session with him last night he’d finally been able to get some sleep. His dreams kept it from being as restful as it could have been but it had been better than nothing.

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

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

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  Something alien. Something. . . wrong.


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

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

Scott slowly paced down the hall keeping a careful eye on his students’ faces. Some of them were definitely acting strange. He slowly approached Emma’s class, with her telepathic powers she was the obvious choice to ask if anything strange was happening. Suddenly he stopped and looked behind him. “Humph.

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  Walked right past,” he thought as he turned around and began to walk back. Suddenly he stopped and looked behind him at the suddenly empty hall. “Humph. Walked right past,” he thought as he turned around and began to walk back. When he reached Emma’s door he peered through the glass window and saw her standing in front of her desk explaining today’s lesson.

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

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


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

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

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

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

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

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  For safety's sake. ”

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

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

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

“Ha!Yes indeed, my boy. Yes indeed,” Hank laughed.

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

Hank took a moment to compose his answer, “There is very little ‘repressed’ about Agent Brand.

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


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

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

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

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

With her students now seated Emma walked over to the door and placed a telepathic web in front of it.

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

The class was stunned into silence.

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

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

In an instant the orgy started. One boy laid flat on his back, his hard cock pointing straight up as Emma gripped the base and lowered herself down. She smiled and moaned as the hard prick stretched and filled her hot pussy and one of the girls quickly sat down on his face. Emma leaned forward and kissed her female student as another male student slowly began pushing his hard prick into Emma’s pale ass. Emma cooed as the boy finally bottomed out inside of her ass and she broke her kiss with the female student.

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  Another female stepped over the boy on the floor and rubbed her juicy cunt against Emma’s face and Emma began lapping at her student’s tasty pussy as the female student riding the boy’s face began tonguing the standing girl’s ass. Emma began rolling her hips back and forth, filling her ass with hard cock as the prick in her pussy slid partway out before reversing her direction, stretching her hungry pussy with dick as the prick in her ass began sliding out. Her body shook and vibrated with pleasure as she used her mutant powers to command her students to see to her every sexual need.

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

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

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

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

“Oh, Logan.

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  Fuck me professor, please,” the voice called out.

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

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


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

Chase opened the door and poked his head out. “Yeah?Whats up. . . ” he started but was stunned into a stupid silence as he stared at Kitty.

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  Her brown, curly hair was done up and seemed to flow around her like a chestnut halo, her make-up was done expertly, her lips glistened scarlet and her usually snug uniform looked tight enough to have been issued to her when she had first joined the X-Men when she was 15. “I, ah. . . ah. . . ah. . . ” he stammered. He leaned against the door frame and crossed his arms, flexing his biceps and trying to look cool. “I mean, sure. What’s up?”

Kitty toyed with her hair, twirling it around one finger as she pushed her chest out. “Well, I had some free time and I thought you could take me out to the Leapfrog.


  I’d love to hear about all that mechanical stuff you do to it. ”

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

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

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

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

“Oh yeah,” Chase answered.

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  “Pilot and captain. ”

“So where’s your captain’s chair?” Kitty asked with a raspy voice.

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

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

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

Kitty stood back up and lifted her leg over Chase, straddling his knees while still facing away from him. “Let’s find out,” she said as she lowered herself down and sat on his lap. She could feel his steel hard cock pressed in between her ass-cheeks. “Mmmm. .

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  . ” she moaned. “I knew it would be a stick. ”

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

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

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

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

“I. .

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  . Uh. . . I’m. . . ” Chase stammered.

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

Chase drooled.

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  He had never seen such a limber girl.

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

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

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

“Wow,” Chase gasped out as he squeezed the horny X-Woman’s firm ass.

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  He had never felt a ass this tight and the twin globes seemed to fill his hands perfectly. “Just. . . Wow. ”

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

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

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

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  . ” she chanted as she was bucked, thrusted and pulled this way and that like a rodeo.

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

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

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

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

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


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

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“Ladies, ladies, ladies!Am I glad to see you,” Wing shouted as he activated the security alarm on the door, turning on the psychic dampers.

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

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

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

“I just do as I’m told,” Wing answered. “I have to give the message to Celeste.

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  In private. ”

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

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

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

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

Celeste crossed her arms under her breasts and cocked an eyebrow at Wing. “Well?What’s the message?”

Wing shuffled up to her, not even a arms reach away. “Don’t you know?Can’t you read my mind?”

“Eww,” Celeste said in disgust. “Why would I want to read your sweaty mind. You’re probably just day-dreaming about Miss Pryde again. ”

“I figured you couldn’t do it without your sisters,” Wing said dismissively, taunting the lone Cuckoo.

Celeste turned her nose up at her classmate.

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  “You just want me to massage your brain. I’m not amused and I’m not falling for it. ”

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

Scowling at Wing’s back Celeste used her mutant power to read his mind. “I’ll show you ‘whatever’. I’ll show you. . . ” her voice suddenly dropped off as a sliver of ice ran from his mind to hers. “Show you. . . what are. .

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  . what are you showing. . . what is that?”

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

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

Wing broke the kiss as Celeste moaned in pleasure and smirked at the helpless girl. “What were you going to show me, Celeste?” he whispered as he licked her face from her jaw to her temple. “Was it this?” he asked as he thrust his middle finger deep inside of her tight pussy. The power he felt over dominating this normally cold, snobby, beautiful girl made his cock painfully hard as he relentlessly finger fucked her.


  He pulled his arm from her chest and gripped her blouse, pulling it out from her skirt. “Or maybe these?” he said as he yanked her blouse up to reveal her medium sized, bra covered tits before burrowing his face into her creamy cleavage.

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

Wing shoved his middle finger as deep into Celeste’s tight cunt as far as he could and pressed his thumb against her clit, making her cum. He could feel her already tight pussy clamp down on his invading finger as her juices gushed out onto his hand. He felt her body twitch and shudder as she bit her bottom lip, trying to silence her cries of pleasure.

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  He grinned in pride and power at having made the normally cold-hearted girl cum for him and then released her body, letting her fall to her knees.

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

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

Even as infected as she was Celeste had to steel her resolve. Even as horny as she was she still wouldn’t have chosen Wing to have sex with. But she was horny, he was hard, and she needed it. She licked her lips and looked up with a doe-eyed expression as she ripped open his jeans, revealing his hard cock. “Please, Wing.

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  Please, let me suck your cock. Please fuck my mouth and make me swallow your cum,” she said, knowing it was what he wanted her to say.

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

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

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

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

Wing chuckled, “You look better this way. ”

“Simpleton,” Celeste said as she stood up, removing her panties and straightening her skirt.

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  “My sisters will know something is wrong from across the room. You were, of course, planning on taking all of us, correct. ”

“Um, yeah. Yeah, of course,” Wing stammered. He actually hadn’t thought that far ahead.

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

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

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

“Um, which one is. . . ”

“Irma was on the right,” Celeste sighed.

“Right, yeah. I knew that,” Wing mumbled.

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

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

Immediately Celeste unleashed her powers on her sisters, filling them with the same lust and corruption that had filled her.

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  As she and Wing approached them she could see the effects were immediate as their breath caught in their throats and she could see their nipples harden beneath their matching blouses.

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

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

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

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

Standing behind Irma Wing pulled her blouse down her arms as he got down on his knees. He threw her blouse haphazardly over his shoulder and began yanking down her skirt and panties. With her firm ass exposed Wing gave each pale cheek a quick peck followed by a long, warm lick.

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  He grinned as he heard her moan in pleasure and began yanking down his pants, freeing his cock. He squeezed and kneaded both of her firm globes as he watched her sisters from between her spread legs.

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

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

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

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

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  He gripped Irma’s slender hips and began fucking into her harder, faster, his own hips a blur as his tongue lolled out of his mouth.

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


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

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

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

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

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

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

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

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  He made his way up the stairs and saw her now towards the end of the hall, entering his room.

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

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

“Jeanie?” Logan whispered again as he approached her.

“Yes, Professor Logan. It’s me, Hisako.

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“I thought. . . I saw. . . You died,” Logan said as he looked up into Jean’s beautiful face.

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

“I’ve missed you so much,” Logan said with tears in his eyes.

“I want to kiss you, too,” Hisako replied.

Logan reached around Jean, holding her nearly naked body to his. He leaned in and kissed her before whispering, “I’ve wanted this for so long, Jeanie.



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

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

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

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

Hisako nodded nervously and let Professor Logan push her back onto his bed. He laid down on top of her and she could feel the hard bulge between his legs as he kissed her deeply.

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  He broke the kiss and made his way down to her chin and up to her earlobe, causing her to shudder in pleasure and anticipation. He kissed and nibbled at her neck as he made his way to her heaving chest and her small, firm breasts. First he kissed one hard, brown nipple, flicking it with his tongue before kissing his way to her other breast and she moaned in pleasure of her dream come true, “Oh Professor Logan. ”

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

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

Logan looked up the length of Jean’s body as it gleamed with sweat, her large tits swaying back and forth on her heaving chest as she came down from her high. He undid his pants, pulling them down and then kicking them off as he climbed up her beautiful body.

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  When he reached her quivering tits he gave one a playful lick and caused her to moan out again. Then he reached her beautiful face and he kissed her deeply before looking deep into her eyes. “I’ve waited for you for so long, Jeannie. ”

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

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

“Pro. . . Pro. .

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

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

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

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

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

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

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

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

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

Logan awoke with a start. “Wha?Huh?”

“Ah, Logan. You are awake. It is such a beautiful day for a nap.

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  Would you care for a refreshment?”

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

“Or perhaps something’ stronger, sugah?”

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

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

As the two, nearly naked, women stood next to.