X-Men 1. Excalibur

A thirteen-year-old simply does not make for an objective observer, especially when it came to superheroes. That's how young Kitty Pryde had been when she'd met the X-Men, and they'd been Gods to her. It'd taken years for her to see them as they really were.

A growth spurt had revealed to her how short Wolverine was, and hard experience had taught her that his berserker rage could be as much a danger to his allies as his enemies. She'd learned that Scott mostly was the tightass he seemed to be, but he didn't have all the answers—just all the pressure that came with leadership and all the wisdom he could muster, selecting one bad choice from a few worse ones. Even Colossus—perfect, boyish Piotr—had turned out to be fallible and flawed and, sometimes, a real jerk.

But Jean remained the same in Kitty's expanding mind. The woman she wanted to grow up to be. Maybe it was because she'd died just a few months after they first met, leaving Kitty in the care of Storm. Storm, the closest thing to perfection Kitty knew, and she held Jean up as an idol. The goddess of a goddess. And when Jean came back, years later, when Kitty was in Excalibur—she was just as Kitty remembered her. Good. Capital G. Capital O, O, and D too.

Even now, Kitty's thoughts were still honeyed with just how cool she found mutants. "It's good to have you back, Ms. Grey."

"Almost better than being back," Jean said evenly, but with a smile.

It was a lovely morning on Muir Island. The sunrise turning the sky into a spread of purple silk was so beautiful it could almost wipe away the night before. Elsewhere, Kurt was catching up with Cyclops, while Rachel and Xavier practiced their psychic abilities. Scott, the Professor, and Jean were visiting the beset Excalibur team on business. Colossus had sustained a head injury and joined Magneto's Acolytes. Kitty wished she could say that without a corresponding thought; 'correlation does not equal causation.'

After Kitty's abortive attempt to treat Piotr, he'd gone back to Magneto, their on-again, off-again relationship once more on the backburner. But that was in the past. It was a new day, full of hope and old friends. Kitty had actually believed Jean dead—killed in a battle with Sentinels. But she'd only been comatose, her consciousness transferred to Emma Frost until it could be restored. It seemed the universe realized how much people needed Jean Grey and kept giving her back to them.

"So how do you feel?" Kitty asked. "Didn't pick up any nasty habits while you were in Frosty's head?"

"No. None." Kitty didn't need to be a mindreader to know Jean didn't want to talk about it.

Left to their own devices, the two old friends, never as close as they would've liked, had agreed to what passed for a girls' night out on the beautiful, but underpopulated isle. A picnic on the cliffs with cooking that only Jean Grey could provide. Kitty could barely stop stuffing her face to make conversation.

"Kitty," Jean said patiently, picking a grape from the fruit basket she'd brought. "Nothing is more irritating to a telepath than an unanswered question. It's like an itch you can't scratch. So, please, ask. Trust me, after you've read a couple dozen minds, it takes a lot to shock you." She popped the grape into her mouth, ending the mischievous lilt of her sentence.

Kitty looked out at the waves crashing below the cliffs, dashing themselves on the jagged rocks and shoals over and over. If she fell off the edge, she could phase right through the stone. Walk on air. Even be caught by Jean's telekinesis. She sighed. "Guess I'm just in a morbid mood from the Legacy Virus and everything. But you came back from the dead, or the next thing to it. I guess I was wondering what the afterlife is… like."

"I wasn't dead, Kitty. It would be much simpler if I was."

"I know, I know. But… I mean… the Dark Phoenix and the Shi'ar and the Hellfire Club…"

"It's… dissociative. The Dark Phoenix took my place and she wasn't me, but she also was. All that destruction, it was me. And it wasn't me. And now Rachel's here…" Jean smiled grimly. "My future daughter. Born to a woman who I'm not either. It's like there are so many echoes and they're so loud—it's hard to tell what the original sound is. It would almost be more comfortable making a clean break; joining the Avengers or something."

"I tried that," Kitty said. "They only gave me an interview because I told them I was Psylocke."

Jean chortled. Her laugh was sweet as silver bells. "Well. I hope people will forgive me for holding to old places. Old friends. Scott…" She looked away, out at the white foam far below. Kitty wondered how much her powers could detect. The individual bubbles? The molecules of hydrogen and oxygen? "We're getting married."

"That's great! Awesome! You two are—I mean, you're a _love song." _Kitty smiled gregariously, but her thoughts slipped away from her. She and Piotr had seemed like a love song once.

Kitty wondered if Jean needed her telepathy to sense where her mind had gone. "Kitty, I _died. _If my relationship with Scott can survive that, yours can survive—" Jean waved her fingers in an inclusive manner. "Or… maybe you're not a love song. Maybe you're just the silence before a love song."

"Huh?"

"Romeo never would've fallen in love with Juliet if he'd stayed with Rosalie."

"Yeah, but—they died."

Jean shrugged. "They also got laid."

"Ms. Grey!" Kitty cried out, actually a bit scandalized. She was used to thinking of Jean as sort of a surrogate Ororo, who always treated Kitty a bit maternally. If they discussed men, it was always in the most chaste of terms, even if Kitty were now nearly old enough to buy one of the kegs Logan drank every other night. She calmed. "Suppose I'll have to get used to calling you Mrs. Summers now."

"You could just call me Jean." She pulled the wine from its ice bucket, refilling her own glass and eying Kitty's empty one. It wasn't like it was _illegal_—Kitty wasn't sure of the drinking age in Ireland, but if she was old enough to have Sentinels shooting at her, she thought herself old enough to have a shot with Logan. It just seemed so taboo to have Jean offering it to her.

Kitty muscled through it. "Yeah, sure," she said, holding the glass up for Jean to fill. She sipped. It was good, in a bittersweet way. Better than what Logan drank, though. "Anyway, it's not as easy for me to date. I know back in your day, you were the only girl at the Mansion and there were, like, playboy millionaires and scientific geniuses with… big feet… but now, the guys actually have options!"

Jean smiled as Kitty realized the hole she'd dug herself into. "Don't worry. Telepath, remember? I understand what you were trying to say." She sipped her wine lovingly. "Tell me, how do you feel about Rachel?"

_That _was an abrupt shift of topic. "She's my best friend. No offense—I know you were gunning for it…"

Jean's smile could be sublime. "We're a lot closer than we once were. She's accepted I'm not her mother and I've accepted that she isn't some… commentary… on me and my…" Jean brushed some burnished red hair from her face. "She's allowed me into her mind; a level of intimacy only telepaths can achieve. There's a lot of darkness in there. The thought of you is like a candle."

Kitty felt her face split in a grin. "I'm glad! She's, Rachel is so special."

"Yes. She is." Jean's eyes hit Kitty with a gentle chill, like the first snowflakes of a blizzard. They were so green, they seemed more like jewels than flesh. Eyes that had seen stars and death and time and atoms. "Everyone needs someone." Those eyes looked away, and Kitty felt the chill of a dancer after the spotlight had left her. Jean's hair caught the wind and the tips of her locks hit the sunlight, seeming to blaze.

Kitty opened her mouth to say she and Rachel weren't _together_-together, but nothing came out.

Jean looked at her again. Her eyes weren't cold anymore. "We should probably head back. I don't know about you, but I'm full. I feel decadent. I'm going to have a nice afternoon nap."

* * *

After Jean's nap, Scott wanted a sparring session—for old time's sake—and he and his fiancé handily gave the entirety of Excalibur a run for their money. Jean nudged him out of critiquing their performances too in-depth, and they followed that with a baseball game that Dr. MacTaggert found cheerfully incomprehensible.

The sun set and it was too dark for an eighth inning, so they settled around the TV to watch an old horror movie. Rachel sat next to Kitty, finding even a cheesy fifties alien overly frightening. Kitty obligingly took her hand for silent comfort. She thought it was the atmosphere that scared Rachel more than anything else. The future she was from was plenty scary, but it was _real. _A heightened reality with monsters and music dove past Rachel's cynicism and tapped into the childish fear she otherwise suppressed.

Once or twice, Kitty looked around in the dark to find where she'd set her drink down and noticed Jean watching her. Her green eyes seemed to flash in the flickering light, like wolf's eyes.

* * *

They made it a double-feature, but in the fourth hour of their little movie marathon, the mutants began to trickle to bed one by one. Rachel fell asleep on Kitty's shoulder; with Kurt gone from the couch, Jean took his place, and on Jean's psychic suggestion Kitty shuffled the redhead over to Jean's lap. Rachel yawned and let herself be stroked by Jean's slender fingers. _And they call me Kitty, _the other woman thought, and saw Jean smile, picking up the thought.

She left them alone in the light of the television, found herself thinking of Piotr again, took a sleeping pill so she'd go right to sleep instead of lying awake, making herself cry over him and stupid Magneto. As soon as her head hit the pillow, she was gone. Staring up at the ceiling, a stranger in her own body, feeling it cool and congeal. A voice from the TV echoed up from the living room and caught her ear.

"I don't hate the Phoenix, or even Madeline Pryor; I pity them. Pieces of me that just wanted to be loved, and she couldn't find her place." No, it wasn't a voice. It was Jean. Like a hypnotist putting her under. "I'm so vast now. These powers: they steal memories, leech lives, borrow love. Like a camera in a primitive tribe, I take a piece of everyone's soul with me. And having that intimacy with so many, I realize how small they are. The things they think are so big… And then I recognize a piece of myself in miniature. With Scott, with Maddie, with Rachel. I want her to be in the light, even if I can't fit."

"Why are you telling me this?" Kitty asked aloud, and Jean was next to her on the bed. Her costume was green; black-necked, gold-gloved.

"You have my blessing," Jean said, "to court my daughter."

_This is a dream, _Kitty thought, and the words echoed around the room. In a dream, what was the difference between saying something and thinking it? "Are you really here?"

"Of course I am." Jean smiled sweetly. "You see me, you hear me—"

"But am I just dreaming you or are you in my head?"

Jean tilted her head to the side; a wry admission that there was no way to tell. "What's the difference?"

"I don't know you well enough to dream up a conversation with you."

"So let's get to know each other. Why haven't you asked Rachel? She'd go with you."

Kitty sat up, throwing off the covers. Underneath was her billowing, dark blue costume. "Rachel is great and all, but… I couldn't… I mean, I wouldn't… I don't even know what I'd do with her!"

"Good, she doesn't either. You can find out together."

Kitty didn't even swing her legs out of bed; she phased right through the mattress, feet striking the air below the bed, and stood up. "I'm not saying she isn't beautiful or that we're not compatible or that I'm not…" She hemmed and hawed, thinking how much she hated it when Woody Allen did this. Of all the times to be a stereotype…

"A little gay?" Jean suggested, lying on the bed with one leg drawn up, a mutant pin-up girl.

"Yeah. _You try _growing up with Storm as your best friend, see if you don't end up a little on the lesbian side."

"Who says I didn't?"

Kitty's ears burned. She really wanted to stop talking about the gay stuff. She was fine with it; she just didn't like actually going through it and getting technical. _Same-sex relationship. Bisexuality. _"Rachel needs someone to be the adult… kinda?" She winced. "Someone who knows how the world works and how emotions work and can walk her through all the craziness she didn't get to learn for herself."

"You're very mature for your age, Kitty."

Kitty guffawed. "I'm a virgin! My longest relationship was _crushing _on an unobtainable Russian guy!" She rolled her eyes. "_He _might as well have been gay…"

Jean just tutted, like a teacher who'd coached her student through a problem and still found her arriving at the wrong conclusion. "Kitty. This is your dream. We're in _your _head. Can't we be honest here?"

"You think Piotr _is _gay?"

Jean blew air out the side of her mouth, stirring a stray lock of hair. "You lust after men who are unobtainable, Kitty, because you know they won't be able to fulfill you. So they don't try, they don't fail, and you don't have to ask yourself _what you truly want."_

"Rachel?"

"Not specifically." Jean grinned, hugging her knees to her chest in girlish parody of Kitty. "You want to be fucked. Hard, fast, rough. Just the sort of thing your gentle giant would be no good for. The kind of fucking Rachel could give you. Or Emma Frost."

That was too much. Ever since Jean said the F-word, Kitty started feeling a fist clenching in her chest, but upon mention of that witch's name—"Emma Frost!? I wouldn't—I would never—ever—"

"The first time we met, Kitty. When you learned you were a mutant? You saw Emma take some of the X-Men captive. Seeing her strutting around in that costume, interrogating your newfound friends… it must have had quite an effect on an impressionable young girl…"

"I… no, I…"

Kitty suddenly heard, as if over the radio, a distant voice. "Harder, my queen, harder!" the voice cried out, begged, and Kitty knew it was for a hairbrush spanking—a hard whipping—then a brutal fuck afterward.

She'd had dreams about it. Ororo's voice as Emma tormented her.

Kitty struggled to open up that fist in her chest, the one that was moving lower. "That never happened. Emma didn't… and Storm…"

"You were young. It was hard to know what you saw. And it latched onto things you were already interested in. Scenarios, encounters—you'd spent all day crushing on Ororo, admiring her power, and then to see her humiliated, powerless—perhaps even enjoying it…"

"_No!"_

But Kitty could see Storm, her best friend, her most important teacher, in her scant costume made even scanter by Emma's degradations. Emma's white-gloved palm striking the globes of her ass with abandon. And Ororo moaning in agony. "Please?" her moan sounded like, and she was not asking Emma to stop.

Whether it had happened or not, Kitty could _see _it and the sight did not disgust her. It made her tingle like electricity was running through her. It made her wish that she was part of it, either Emma or Ororo, it didn't matter, she just wanted some of their energy to run through her.

"Come over my lap, dear," Jean said, sitting on the end of the bed, her thighs together, waiting for Kitty as surely as an open manacle.

Kitty shook her head silently. She couldn't—she didn't—

"This is your dream, Kitty… you control it… and where else can you confront your desires—your deepest, most secret desires—except in dreams?"

Kitty saw it happen almost more than she _did _it. She went to Jean. She laid herself over Jean's lap, resting her stomach on those thighs so excessively detailed by her skintight spandex. The fist was between her legs and it was clenched so tight…

"When was the last time you were spanked?" Jean asked.

"Nuh-never." A lump caught in Kitty's throat. "Parents… didn't believe in it."

"But your friends were, weren't they?"

"Sometimes. When they were bad… when they did something fun and got into trouble…" Kitty felt an odd urge to suck her thumb. Her voice quavered.

Jean undid the sash at Kitty's waist, gently, slowly, as if it might tear. "You've been a naughty girl, Kitty. You've left my little girl Rachel all alone so you can play with boys. I'm going to give you a little discipline, _Kitty. _A little reminder of how to properly conduct yourself. How to please Rachel. How to be pleased yourself. Would you like that, Kitty?"

Her thighs were twitching. She felt her core, wet and hot, tightening on an intrusion that hadn't yet arrived. She was as aroused as she'd ever been, and now she could admit it. "Yes."

"So shall I."

Dreams didn't proceed linearly, like dance partners going through their steps. It was simple: suddenly her pants were down around her ankles, the chill of the night air feasting on her bared buttocks, and Jean's hand was coming down hard on her ass. "Count the spanks," Jean ordered as she rubbed at the palm print she had left on Kitty's right ass cheek.

"One," Kitty quivered.

"I can't hear you," Jean chided, and made her displeasure known with an extra-hard second slap.

"Two!" Kitty said, louder. "Three! Four!"

"Thank me for spanking you," Jean demanded, and her voice was Emma's directed at Storm.

"Five! Six! Thank you, Emma!" Kitty looked up and saw a mirror. Spread over Jean's legs, she was gorgeous, she was a goddess. She was Ororo. "Seven! Eight!"

She remembered to thank Jean for taking the time to discipline her, every time she had a spare breath.

"Eighty-eight! Eighty-nine! Thank you, Jean! Thank you so much!"

Jean relished her power, Kitty could tell. Greater than the power of the Phoenix over planets and peoples was the dominion she held over Kitty, willfully, _gratefully _given to her. She flung Kitty from her lap, grabbed hold of her head, guided it between her legs as she stood. Kitty's whimpering mouth was against her mound, and through the material of her costume Kitty could smell her arousal. Teary eyes looked up beseeching at Jean's face. She was terrible. She was glorious.

"Do you want me?" Jean asked, but it wasn't a question.

"Yes!"

"Do you need me?"

"Yes!"

"Now do you see how Rachel feels?" Jean stroked Kitty's hair much as she would her namesake. "How she yearns for you? How _desperately _she desires you?"

"Yes! I'm so sorry, Jean! I never meant to shut her out…"

"Show me how sorry you are." Kitty wasn't sure if the strength was in Jean's arms or in her power, but she found herself thrown atop the bed. "Spread your legs."

Kitty did. She even held her knees apart with her hands. She didn't want to displease Jean in the slightest.

Now Jean was dressed as Kitty had heard of but never seen—the black corset, the black thong, the hive of hair, the gloves, the boots and their heels… Storm was a goddess, but Jean was so much more. She was the Black Queen.

"I will kiss you," Jean said. That wasn't a question either.

Her mouth came to Kitty's lips, her body stretching over Kitty's like a shadow falling across her. They didn't touch except at Kitty's hot, dry lips. Her eyelashes fluttered. She didn't move.

It was light, almost innocent, quick by all measures except the pace of Kitty's speeding heartbeat. By that, it was an eternity before Jean abandoned her, leaving her with only the cold, insubstantial brush of her lips over Kitty's forehead, her nose, her cheeks, the answer to everything but the question on Kitty's soft, parted lips. But finally, she was lured back by Kitty's sheer desperation.

Jean kissed her more forcefully, more sexually. Kitty's mouth opened; her tongue responded. The kiss deepened and neither could tell whose fault it was, but Jean was unable to resist letting her tongue explore Kitty's glowing lips and deeper, further. It was only then that Kitty really realized her ordeal was done. Her bottom no longer ached with red marks.

Her emotions welled into tears. She bowed her head to Jean's shoulder, finding it soft and sweetly perfumed, and she let go of her childish tears. Jean stroked her hair, more because she liked the feel of it than anything else, but she whispered soothing little sounds in Kitty's ear for her benefit. Made the tears taper off into a heavy lump in her throat that became lighter and lighter.

Her breath ran down Kitty's back, a warm thing that left a shivery sensation behind it. Kitty enjoyed this. She enjoyed Jean. And Jean pulled Kitty closer, shifting them onto their sides, and tugging Kitty's head down so her cheek was nestled against her cleavage, which was almost entirely revealed by her low-cut corset. The slope of her breasts was now a pillow for Kitty's flushed face; she felt her tears dry and disappear.

"Better, little sister?" Jean asked, her hand flowing down Kitty's hair and continuing off it, over her arm and her hip and her leg. "You're amazing, Kitty. Such a sweet little thing. You bring out a motherly instinct in me."

Kitty's chest heaved with dry sobs, even as she delighted in Jean's touch.

"Let me take care of you now, Kitty. Just relax. Don't worry. Don't give it another thought. Let me keep petting you… and touching you… and making you feel good. You'll like it. You like it already. I can tell. I'm going to fuck you now, Kitty. I'm really going to make you come."

Kitty was aware, suddenly but belatedly, as if she just couldn't recall the build-up. She was aware that she was naked, her skin both vulnerable and pleasurable. And she was aware that Jean was not wearing a thong, but a strap-on.

"I'm a virgin," she said defensively.

Jean just smirked. "Not for long." Her finger sinuously traced through Kitty's hair. "I'll be gentle. It'll only hurt at first, only a little. And then it will feel better… and better… and you'll find yourself _screaming _for me not to stop."

"I'm afraid," Kitty said, but distantly. She didn't know quite _what _she was feeling, but it seemed closest to fear. The fear you felt on a roller-coaster slowly clicking its way uphill.

"I'll stop if I feel it's too much for you; if you tell me to. But you won't." Jean's green eyes looked deep into Kitty—cutting into her like scalpels. "I know you, Kitty." She pressed the dildo's huge head to Kitty's entrance. "Open yourself to me."

Kitty was rigid with fear, unable to move a muscle in her own defense. But she did move to obey Jean. She splayed the lips of her sex, replacing the brown of her pubic hair with the shocking pink of her cunt in Jean's eyes. And Jean _pushed._ Kitty saw and felt the dildo disappear into her, but the searing pain she'd been bracing herself for never came. There was just a discomfort, an odd pressure, but she was so wet—it was slipping right in.

Jean held the dildo just inside Kitty as she kissed her, lips now completing the circle of Kitty's mouth, tongues meeting like an extension of each other, her slender hands slipping over Kitty's naked form. She cupped Kitty's small breasts, squeezed her quivering back, and finally found Kitty's asshole with her probing fingers. She rubbed the pads of them back and forth over it, rimming it with her wet fingertips, before she pushed her index finger deep inside.

"Oh goodness!" Kitty cried, but she barely had time to enjoy the new sensation before Jean was pressing forward, her silicone cockhead prying Kitty's labia into a tight, hot vise for her strap-on. More than that, Kitty could feel Jean in her mind—feel the lust, the arousal so intense that it radiated from Jean's soul like heat off a furnace.

She knew that Jean could feel her virginity—it was as if the dildo were a living part of her. There was a kind of madness in Jean that she _chose _to share with Kitty: she wanted to fill Kitty, she wanted to be her first, to give her such pleasure that she'd be a slave to it, forever unsatisfied with anyone less able than the Phoenix. And she wanted Kitty to know that. To know that she _enjoyed _the mix of pain and joy twisting Kitty's face as their bodies melted together.

"I can't!" Kitty cried fearfully, anxious now of how good it felt; how the pain didn't _hurt _her somehow, but flowed somewhere special. "It's too big! You're tearing me open!"

"Yes," Jean said softly, absorbing Kitty's wails as inch after inch of hardened silicone wrenched her pussy. "That's it, girl. You just take it, because I've got plenty of cock that needs your sweet little pussy around it." She stopped suddenly, pulling out a little, and Kitty choked with relief. "You might consider this training. An X-Man has to push through the pain, after all. So let's _push."_

And she thrust deeper, faster into Kitty, pressing her palm over Kitty's mouth to muffle her raw-throated scream. Kitty twisted, trying to escape from the pain that suddenly gripped her. Her asshole and cunt both blazed. Jean was driving in and out of her, going deeper and deeper into her yielding depths. Six inches, then seven… now eight. Jean felt the slap of her crotch against Kitty's mound, and a supernova of ecstatic triumph burned in her mind. Kitty could feel the realization nudging into her pained thoughts. Eight inches. Eight long, solid inches were inside her, cramming her to her limit and beyond.

Kitty's voice was hoarse from the one unending scream she'd let into Jean's hand, while her belly ached like she'd been sucker-punched. Then she felt a second finger slip inside her asshole. Fresh tears flowed like a dam breaking.

"You're a big girl now, Kitty." Jean lovingly worked her dildo in and out of Kitty, relishing the slow drag and the pull of Kitty's virgin body on her endowment. "I don't want you crying like a little baby. I know it hurt, but now it's starting to feel good. Isn't it, darling? _Isn't it?_"

Kitty shook her head. Her hazel eyes were glazed with a kind of transcendent pain; it hurt and it didn't hurt. She'd read romance novels, a little porn, and she didn't think sex was supposed to be like this. With Piotr, she'd imagined it being nice and sweet and warm and _tingling. _This wasn't tingling. She was _quaking _like she was on the verge of having a seizure.

But all the bits about how wonderful it felt, how overwhelming it was—that was true. The ache that now rippled through her body was different; good, actually. Warm…

"Now what should I do with this new cunt of mine?" Jean said wonderingly. Her voice frightened and aroused Kitty in equal measure.

She pulled a few inches of her strap-on from Kitty's sex, then plunged back into her. When Kitty recoiled, it only seemed to work the dildo in further. Without respite, Jean threw her cock into Kitty, every thrust jamming Kitty back into the long fingers that impaled her ass. Between the two penetrations, the pain began to seep away. Her pussy felt good as her ass hurt, then her ass felt good as her pussy hurt, and the good feeling grew as the hurt receded.

And it struck her. This was really happening. She was being fucked. She had lost her virginity, she was a woman now, she was _sexually active. _Jean growled and gasped with harsh lunges that made Kitty's whole body jerk, and before she knew it, Kitty was flinging herself up to meet her.

When Jean took her hand away from Kitty's mouth, her voice was made of pure joy. "Jean! Jean! Jean! _Fuck me!_"

"Certainly, bitch," Jean said, smiling sweet as sugar. She rolled them over so Kitty was on top, but gravity held no meaning: she still thrust into Kitty as if she were above her. But Kitty could still feel Jean's thoughts; felt her reach out with her mind, open the sock drawer on her dresser, make her dildo levitate through the air. Dream logic had it already lubricated, and its dripping tip touched Kitty's small, puckered asshole just as Jean pulled her fingers away.

"What are you doing?" Kitty demanded in a gasp. "It'll hurt!"

"That's the idea."

The dildo made a hard little lunge into Kitty's ass just as Jean sunk her strap-on in to the hilt. Kitty's mouth opened in a silent scream, of pain or pleasure she didn't know, but she heaved and choked as the muscles of her asshole gripped the dildo. It seemed to be pulled inside more than it was pushed in. Suddenly, she was filled completely, back and front. And she was out of her mind with pleasure.

"Fuck me!" Kitty laughed and cried, screamed and sobbed. "Give it to me, Jean! Don't stop now! Don't ever stop! Rip me in half with that thing! Kill me with it! Fuck me to death! _God, _it's so big, it's so huge—fuck me with it! Fuck my ass and my cunt and my clit and my tits, fuck my mouth… fuck all of me! Do whatever you like so long as you _fuck me!"_

And even as she surrendered, Kitty felt Jean's divine _joy _in her yielding, the waves of orgasm growing choppy in the redhead's body, rising higher and higher, taking her to her peak.

Jean gave a shove with all her strength, one that seemed to send her cock into Kitty's very womb. Kitty felt herself _clench_, holding the strap-on inside her like a hot little mouth that started to swallow, contracting again and again. Kitty wrapped herself around Jean as if the woman was her orgasm made flesh, holding fast to her for pleasure that went on and on until Kitty could stand no more. And they kept going, both the strap-on in her cunt and the dildo in her ass, fucking Kitty like there were two Jeans and they both wanted her to come.

Jean decided when it was time. Her strap-on grew harder and longer in Kitty's open cunt and she came, she actually came, filling Kitty's cunt with warm cum to soothe her enflamed nerves. And she let Kitty slip off her in happy exhaustion.

Kitty felt like she was falling asleep, having a dream within a dream. The aching pleasure felt realer and realer, and everything else felt further and further away. Soon, the echoes of Jean's mind were louder than her own thoughts. She knew Jean was thinking of her almost-daughter, maybe sleeping in the other room, maybe listening, just beyond that thin wall that separated their neighboring rooms. Thinking of Rachel hearing Kitty's moans and wondering what Kitty was dreaming of. Thinking _see how Kitty likes it, even when she's asleep? Doesn't she sound like fun? Don't you want to have fun with her? Aren't you _curious?

When Kitty woke up, it was in the dull, agreeable comfort of her own bed. One of those satisfying awakenings where there was no desire to urinate, no wakefulness, just the awareness that you had plenty of time to curl up and enjoy your warm bed and let sleep take you again. She thought of Rachel as she went to sleep. Wondered what she got from her mother's side of the family.

In days to come, Kitty would date Rachel. It would ebb and flow, like all relationships, and she would find other loves with Pete Wisdom, with Piotr again, even with Illyana Rasputin. She'd lose Jean and Jean would return, bright as a rekindled flame. But wherever her heart went, whatever lovers came and went, she would always remember her first time. Not the physical act with Wisdom, but the mental surrender to Jean. The first time she'd realized the pleasure she could feel. The first time she admitted what she wanted from a partner. And the words she would always cherish, _relish, _as both a warning and a promise.

"If I ever have to repeat last night's lesson, little girl," Jean had said at breakfast the next day. "I will use a paddle, do you understand?"


	2. All-New X-Men

A/N: This story takes place early on in Bendis's All-New X-Men. After Scott Summers's possession by the Phoenix Force, he has started a mutant revolution with a splinter faction of X-Men. In a stated attempt to dissuade him from this, Beast has gone back in time and brought back the original X-Men—himself, Marvel Girl, Cyclops, Angel, and Iceman—from their days as teenage students of Professor X. The 'O5' are now living in the Jean Grey School for Higher Learning under the care of Headmistress Kitty Pryde.

* * *

Jean crept through the halls of the school, wishing she could fly so the floorboards didn't creak under her. It was the dead of night and at least some things hadn't changed—curfew was strict. No roaming the halls. Not unless you were a time-traveling teenage member of the original X-men. _God, _she was in the Jean Grey School. A _school _named after her. Because everyone loved her. Because everyone missed her. Because she was dead.

Jean found the door she wanted. She cast her mind inside, trying to find if the occupant was sleeping, but she hadn't counted on years of psi-training. The consciousness she felt detected her and slammed into wakefulness. Jean backed away, hearing her name dimly voiced inside the room. She turned to run for it, certain she could get away before the door opened, but of course, Kitty Pryde just phased right through it.

"Jean Grey?" Kitty asked. "Now what the heck are you doing out of bed?"

Jean turned to her, blurting out "How old are you when I'm me?"

"Huh?"

"I mean—in my timeline—my time period—how old are you?"

Kitty shrugged it off. "God—I'm too much of a girly girl to wanna think about that stuff. When you were—_are_—are a teenager, I must still be in grade school. _Years away _from developing my mutant power. But c'mon. You didn't come all the way down here in your PJs to talk temporal physics."

Jean felt a sudden, intense urge to cover herself with her hands. Her pajamas were actually a little more modest than her uniform—a simple billowy set of top and bottoms that covered all but her hands and feet, made her feel a little like Peter Pan would be stopping by. And wasn't that what had happened? She'd been taken to Never-Never Land, where she never had to grow up? Never _would _grow up?

"I, uh… I had a nightmare."

Jean tried very, very hard to keep her power in check now. She knew what Kitty was thinking, she just didn't want to _know _it. She didn't want to hear Shadowcat's beautiful mind filled with thoughts of what a baby she was, a scaredy-cat, a disappointment after all the legends built up around her…

Whatever Kitty thought, she kept a tight lid on it. Her face was a look of simple concern as she got the door for Jean. "Come on in. I'll fix you something."

Kitty's room was _adult _in a way Jean had a hard time contextualizing. It didn't have the hard austereness of the Professor, but it was no dorm room either. It was clean and well-designed, but with a few nerdy posters, pin-ups for rock bands, even a little dirty clothes—including one singed spare uniform. Kitty tidied up quickly before going to her mini-fridge for a jug of milk and some Hershey's syrup. "How's hot chocolate sound to you?"

"Sounds… sounds fine." Jean looked away. She couldn't have hoped for a better reaction from Kitty, more understanding or more accepting, but that just made it worse. Here she was, supposed to be some great hero, and she needed Kitty Pryde, a prepubescent girl in her own time, to hold her hand and—_God! So stupid!_

"Hey." Kitty sensed Jean's recrimination as surely as if she were a psychic herself, setting down the ingredients in the room's little kitchenette to go to her. "Hey, hey, hey. This isn't the Avengers or the Fantastic Four. We're not commandoes. This is a school and a refuge. People come here to learn and to be safe. So you never ever have to feel bad about being scared. Okay?"

"I'm not—I'm not scared," Jean insisted. To prove it, she called up her power, telekinetically pulling a pot to the stovetop on the counter, filling it with milk as she tripped the flame, stirring the chocolate sauce in with no spoon…

"Wow, you're getting good." Kitty put her hand on Jean's arm, rubbing it through her pajamas. She herself wore a silky little kimono that looked so good on her that Jean wanted to cry. It was perfectly modest, but at the same time, so becoming… "But this isn't TP 101. So I'll stir the pot, you tell me what's wrong."

Jean waited as Kitty went to get a spoon, passing through her rather than asking her to move. She didn't start until Kitty was at the pot, actually stirring the dark milk, waiting for it to come to a boil. "It's Scott."

Kitty darkened. Jean had been afraid of that. "Has he done something?"

"No, no, not—well, he has, but not to me. Don't get mad at him, please."

"I'm not mad, Jean. I'm… concerned." Kitty had stopped stirring. She started again. "Go on. Please. I'm not mad."

"Okay, it's… I've read Hank. I know what's happened. He got the Phoenix Force and he hurt a lot of people and the Professor…" Jean suddenly felt very cold. She stood closer to the stove's blue flame, and to Kitty. It helped a little. So did holding herself. "Everyone's so mad at him. I can hear them. Some of them—they would kill him. They're thinking of reasons _not _to kill him."

Kitty looked at the milk, swirling even now that her spoon had stopped. "I'm sorry. I know how much he means to you—but I can't control how people think."

"He wasn't in control of his actions. The Phoenix was. It made him do those things, so why is it everyone's so…" Jean felt tears start in her eyes. It made her so frustrated. It wasn't just her anger—it was how it fed into her, into itself. She was frustrated with how frustrated she was, angry with how angry it made her. Why did she have to be so damn _young_? Why did she have to feel _useless _when she was supposed to be some great hero, someone who everyone loved enough to get along for?

Hank had said he wanted Scott to see his future, his past, but Hank also wanted him to see her. He wanted them all to see her. She'd seen it, just not in his conscious mind. Deep down. Underneath. He wanted her to make things _right._

"Even I… I've yelled at him and he hasn't even _done _anything yet!"

Kitty gave her a moment to gather herself, turning her back to pour the chocolate milk into two ceramic mugs. She added little marshmallows too. Jean smiled despite herself at how thoughtful Kitty was.

"I know it's hard to understand. In a lot of ways, it'd be easier if it were Mr. Sinister or Apocalypse—"

"Who?"

Kitty waved her hand. "Bad guys. We feel okay hating them, but there's a limit to the hate because—it's who they are. It's what they do. Bad guys." She pressed one of the mugs into Jean's hands and just holding it was so good. Jean was able to _breathe _again. "And someone like Scott—someone we love and trust—when he hurts us, it's hard to understand. Hard to accept without blaming ourselves or thinking maybe it's our fault… we've all looked up to Scott, followed him, but he's just a guy. I'm not saying that's a bad thing. We're all just… guys."

Kitty took a sip from her own mug, somewhat regretting that turn of phrase. Little Jeannie was most definitely not a guy.

"But because he's the leader, we hold him to this standard. And a lot of the time, he's actually so good at what he does that we… believe it's not a standard. It's just who he is. Then we turn around and he's just as flawed and fallible as the rest of us. And it hurts more because we believed in him. So we take out that anger on him. But people will get over it. We've forgiven Emma Frost, Magneto, Mystique, _Sabretooth… _we won't stay mad forever."

"So you don't think they're right to be mad."

Kitty grinded her teeth. "Errr… you mind drinking that cocoa there, kid?"

Jean didn't know what difference it made, but she obediently drank.

Sighing, Kitty turned to walk out the kitchenette—through a counter. "You're kinda bumping up against the limits of my wise old headmistress act, here. I'd never tell someone not to be angry after they've been hurt, or suffered a loss. But, uh, there's a right way to express that and a wrong way—"

Jean followed her out into her apartment's living room. "Wolverine said he wanted to kill Scott. _My _Scott. Stop the whole thing right there."

"Oy vey… Jean, I love that man, but he is not a role model. He doesn't even drink very good beer… come here."

Kitty sat down on the bed and Jean joined her, sipping her chocolate milk. She still could feel the warmth of Kitty's slumber underneath her. She bounced a little.

"Big bed."

"I had a big boyfriend… listen, I have two things to tell you, and I honestly don't know if they'll make you feel better. But they're the truth, as far as I can tell, and I owe you that much. So, you ready?"

Jean tried for a brave smile. "Nice Jewish girl like you… what's the worst you could say to me?"

"First off: the things Scott's done? All the hurt? Everyone's capable of that. Warren was one of the Four Horsemen. So was Wolverine. Beast was—we actually _called him _Dark Beast. Iceman… okay, Bobby's pretty alright. But I wouldn't be surprised to find he's the bride of Ultron in some crappy alternate future twenty years down the line. Life pokes and prods us and because people are scared, because they're hurt, because they're angry, they jump to places that—that we have to pull them back from. Scott isn't a bad person. Not all the time. It's just that there was so much pressure on him that, that we put there and none of us like to admit that. But honestly? If I were in his shoes? If, from the day I got my powers, _I was in the hot seat? _I can't promise that I'd be half as good a leader, as good a person as Scott. It's not my place to judge. _Ryktʻr nyt kdy yy wwʻrn gʻmşpt._"

"What's the second thing?" Jean asked, feeling a constriction in her heart. It wasn't breaking—it'd broken a while ago. She still felt the jagged bits embedded in her. No, it felt like a little of those edges were being pulled out.

"Just that, Scott's done a lot of good. And everyone—_everyone—_is capable of that, too. I know a girl; she's had a life that would make you weep. Literal tears. Her very conception, it was without love. An act of violation. She was born as a science experiment. Abused. Experimented on. Forced to kill and see anyone who showed her kindness die—some at her own hand. Until she ended up here. And now she listens to music and helps people with their homework. All that evil done to her, and she rinsed it off. You've met her: Laura Kinney. She doesn't have to be what was done to her."

"Yeah, but… she gets a choice."

"Who doesn't have a choice?"

"People—some people." Jean turned to Kitty suddenly, pinching her hands so tight around the mug Kitty was worried it would shatter. "Can I stay here tonight?"

"Yeahbuhwhat?"

"It's just—when I had nightmares at the school, the old school, I went to Scott." _Not like that, _she added psychically. "I went to his room and we'd talk, play board games. Even hold each other. The Professor knew, but he was okay with it. We all knew Scott would never… not for a long time. I guess. Not yet, anyway. Only now…" Jean looked down. Kitty's nice, clean carpet. No stains. _I'm such a bad person._

"No you're not, Jean, c'mon…"

Jean couldn't even say the words aloud. _I don't trust him! It's not even… the Phoenix. It's a million different things. Emma Frost, Madeline Pryor, kids—we have kids in the future! Or we don't or… Everyone makes mistakes, but it's like I'm getting uploaded all his mistakes at once and, and…_

"And I wouldn't feel safe around him." When Jean heard those words in her own voice, she hated herself. "I'm such a fucking bitch."

"Jean, no—"

"I am! Hard as this is on him, and I'm making it about me. Who cares about me? I get to come back to life. I get to be some sort of Virgin Mary! But the man I love… and I don't even care about him."

"Jean, it is okay to think about yourself first."

"That's what I've been doing!"

Jean threw herself down on the bed. It wasn't hers. Neither was the one in her room. She wanted her old one, her real one—not even the one back at Xavier's, but her own bed in her own room in her own house. The pillows with the floral pattern, the blue comforter with the red patch where her nana had sewn it up, Mr. Biggles the Bear who she was just barely too old for…

She was curled up in a fetal position now, but Kitty was there, petting her back, combing her hair with her fingers, working some magic that made the fierce weight on her feel a little lighter.

"The nightmare wasn't about him. It was about me. About how I'll get the Phoenix…" Jean began to sniffle. "And I'll hurt all those people… _and what if everyone hates me like they do Scott?"_

"Ssh… ssh…" Kitty's comforting had gone beyond words now—it was just the warm pressure of her hands on Jean's skin, her closeness, the cooing sound she put in Jean's ear. "Shhhh…"

"They're all my friends—my family—what if they went away? What if they wanted to _kill me_?"

Kitty was even closer now—holding Jean, pulling Jean just a little ways out of the trap she'd made of her own body and into the older woman's embrace. Jean felt herself restrained by Kitty's tight grip, but in a good way. Like without it, she would fly off, explode.

"No one's going to kill you. No one's going to hurt you. As long as you're here, you're under my protection. Me and all the X-Men. And you are always going to be my friend." Kitty kissed Jean at the top of her head. "Trust me, I was there when you died. We were still friends."

Jean found herself laughing and sobbing at the same time. She loved how Kitty understood her—not with the overwhelming, needful affection of Scott, or the cold, clinical diagnosis of the Professor… but with a kind of nostalgia, memory. Like Kitty had been through everything she had, and now had only fondness for all of Jean's horrors.

Kitty reached over to the nightstand, pulled a Kleenex from its box, and brought it to Jean's nose. "Blow," she said. Jean should've felt mortified, being told to blow her nose like a small child, but instead she felt touched at Kitty's unjudging thoughtfulness. She blew. Kitty wiped her nose and tossed the Kleenex away. Now Jean had stopped crying—just a sniffle or two as she rattled out what was left of her fears and sorrow.

And suddenly, Kitty phased them under the covers. The bed was a little womb of cool sheets and a warm comforter against the night chill. And Kitty. Kitty still holding her, keeping her warm, her stroking touch a constant reminder that she was loved and protected.

"You can stay with me tonight," Kitty told her. "And in the morning, we can talk more about it. Or we can not. But I want you to get a good night's rest. And I want you to not be afraid, because I'll be here all night."

"Okay," Jean said, finding it easy, soothing, to give into Kitty. To trust her guidance. "I… I promise I'll really try not to have an accident." With a mortified flush, she remembered her first night in this time, when Kitty had let her sleep in her room. A nightmare had played upon her telekinesis, putting Kitty's room in ruins.

"Don't worry about that. It's only stuff. You could break everything in here—who cares? A Sentinel's probably going to step on it next week anyway. That's why I keep all my movies on the cloud."

"What cloud?"

"Forget it." Kitty patted her, and Jean nearly purred at the contact. It felt so good, having Kitty all around her. Saving her. "Just focus on getting your rest. We'll talk more in the morning, okay?"

"Yes Ms. Pryde."

"Please…" Kitty gave her one last caress before pulling Jean to her chest, to settle in for a good night's sleep. "Call me Kitty."


	3. All-New X-Men 2

"We're going to get married."

Kitty opened one eye. It was too early in the morning for this. She didn't even know what time it was, and it was too early for this.

"Scott and I." Jean was still in her bed, but on the opposite side of the king-sized mattress. Curled up on herself, a little looser than she'd been when she'd collapsed inward last night, but still balled up. Like a fist. "He showed me the wedding invitation. And yes, there is coffee."

_Freaking psychics. _Kitty raised her head to see, in the kitchen, the coffeemaker was bubbling with milk, cream, and sugar hovering nearby. _Wonderful freaking psychics._

"I realize now isn't the best time for this," Kitty said, "but trust me, that is—it's going to be a very good day. Even with what comes after. And before. You have to take the good days."

"How many bad days is a good day worth? When I know all the mistakes that go with it—how can I be sure me and Scott are even good for each other? We just seem to find people we're happier with and—steal each other from those people. Is that what we are? Some toxic, addictive thing?"

"Okay, Jean, first off, bring me coffee." Kitty raised herself up to sit against the headboard. "This is a coffee conversation."

"It's on its way."

"Second—last night you're having nightmares about the Phoenix, now you're having relationship issues? I know this place is a high school with so much drama you'd think we had a distribution deal with Bravo—"

"The Inside The Actors' Studio people?"

"—isn't there usually a little more breathing room between angst? C'mon. We snuggled."

Jean floated a steaming cup of coffee over to Kitty. "It's just… he's obsessed with me, I'm obsessed with him… how much of that makes us better people? Maybe if we just called the stupid thing off—he got together with whatever a Psylocke is and I started dating Warren—maybe we'd be happier? But then, what if he's my destiny?"

Kitty drank. Kid could make a mean cup of joe. She wondered if Jean had gotten coffee for all the boys back at the old school. They were pretty sexist in those days. Made Jean wear a minidress. "Jean, trust me, if people were destined to be together, there'd be a big Russian dude where you're sitting right now." _Or, ya know, your daughter. Awkward. _"If you don't want to be with Scott, then you don't have to be. You don't owe him anything. And you can absolutely find someone else."

"Like you? All anyone can talk about is this—epic love story with me and Scott. If I'm not with him… who am I, even?"

"Oh, honey—you are still such a _teenager, _aren't you? Obsessed with your love story. I'm not judging, really, at least he's… American. C'mere." Kitty patted her lap, not knowing exactly what the gesture meant, but Jean seemed to. She came over and laid down with her head on Kitty's leg. The proximity was nerve-wracking. They could either freak out or… not freak out. Not freaking out was also pretty freaky, though.

They didn't freak out. Jean smiled up at Kitty. 'See how comfortable I am?'

Kitty patted her shoulder. "Listen. On your Wikipedia page—err, your Encyclopedia Britannica entry… under the header on sexual partners, it does not read 'see Summers, Scott.'"

"I… I sleep with other people?"

"Yeah, you and Scott, you have an on-again, off-again, thing. Don't hold it against him, you're dead for a lot of that."

"Not all?" Jean wound an arm under Kitty's knee. "No, don't tell me that, I don't want to know any more than I… know. Just—think you can tell me who I bang without breaking the space-time continuum?"

"You're kidding me? You really wanna know—"

"Well, it does make me feel better about all the pining after Scott to know I will get to tap that, eventually. And this is probably all gonna get wiped out of mind anyway so; what harm can it do?"

That struck Kitty as something she herself had tended to say right before a lot of harm occurred. But how could she say no to green eyes and red hair all over her lap? "Well, uh, you know about Logan. I'm pretty sure you've given him at least a handjob."

"He better have showered for it."

"And, uh, Warren—I'm gonna say there was some necking there. You two have—had—have that vibe."

"Something to look forward to. Oh, hey—am I bisexual?"

If only Kitty had been drinking her coffee. She would've done a classic spit-take. Like, right out of Animaniacs. "What the helllll—" she droned.

"It's just, I've always had this—" Jean made the air-quotes she'd adopted for using future speak, "'girl crush' on Sue Storm, and then when I came here, I met Ororo, and she—"

"Yeah, she has that effect on people. Are you sure you're talking to the right person? I have terrible gaydar. Once I ran into my boyfriend in an alternate universe and he had to like, mount a dude before I realized that my alternate bf had an alternate lifestyle."

Jean snuggled herself against Kitty's thigh, using it as a full-on teddy bear. "If you can't gossip about yourself, who can you gossip about?"

"Okay, you know Wanda Maximoff?"

"Scarlet Witch? Yes. For a terrorist, she seems nice."

"Yeah, she is. You're going to be friends. Friends with tongue."

"My word," Jean enunciated, eyes wide. "I mean, I've always loved her costume, but who knew—"

"And there's this black chick, Misty Knight? You're gonna be roommates with her. I'm not saying anything happened, but she's been hanging out with this chick Colleen Wing for the last ten years, and I'm like, yeah, you two are such good 'partners'."

"You think she and I-?" Jean put her forefinger through a circle of her thumb and other forefinger, before realizing the unsuitability of the gesture.

"Well, heck, maybe all three of you—"

Jean's eyes seemed to grow out of her skull. "I… I'm open-minded, but…"

"Hey, they're both ninjas, no judging. Do you want me to keep going?"

"Yeah, this is a little addictive. These are all attractive women, after all—nice to know if I do go gay, I'll be a stud."

"Oh." Kitty was suddenly dismal. "There's this blonde chick, super-hot, pure evil. I'm pretty sure you two hook up, but I have to admit, the sex is probably amazing. I still hate her, though, I think you do too."

"Then why do we—"

"I don't wanna think about it."

"Two villainesses and a ninja. I guess I have a thing for bad girls."

"I guess."

"Don't I ever date someone—a girl—who's just… sweet?"

"Well… not date."

"Something?"

"Not date," Kitty repeated.

"Who?"

"This… girl."

"Uh-huh." Jean propped her chin on Kitty's leg, listening intently as she stared up at her.

"Younger than you. Legal. But, like, naughty legal. Very… inexperienced."

"Oh… I'm her first."

"In a lot of ways."

"And does she like it? Her first?"

"She loves it."

"This younger woman… I think she's pretty."

"Well…"

"Very, very pretty. Very compassionate. Very funny, and sweet."

Kitty was blushing. "Jean, technically you're my student, and I think that—"

"If I were with a younger woman, I would want to be good to her. Show her how good it can be."

"This is… bordering on the inappropriate."

"No one's ever shown me how good it can be. Kitty." And Jean kissed her leg.

It struck Kitty suddenly how _wrong _this was… lying her, in bed with this girl, this student, having slept with her, cuddled with her—and now, touching her, letting her kiss her body. She should stop this. She should absolutely stop this, be the adult, put an end to it. Only… Jean was drawing the hem of her kimono up Kitty's legs. Her eyes were burning into Kitty's skin. Kitty felt her legs part, and when Jean looked, she could've sworn she felt that hungry gaze sizzling on her cunt.

Jean crawled forward, stopping only to kiss at Kitty's legs as she climbed them—sometimes the bare skin, sometimes through the gauzy material. Until she was between Kitty's legs, her head at Kitty's crotch—and she blew on Kitty. Her breath may have been warm, but Kitty was so hot that it felt cool.

"Is this how we'll do it last time?" Jean asked, and Kitty closed her eyes. No more thinking. Fuck now, guilt later.

With a little crackle of power, Kitty felt her body lifted. Jean slid the kimono out from under her, up around her waist. Now Kitty's lower body was exposed to her panties, a pale feast for Jean. The redhead dipped her tongue into Kitty's belly button before lapping and licking all around it. Kitty found herself petting Jean's hair as the girl kissed her belly, the soft little layer of fat that hid her muscles proving perfectly tender for her loving.

"That's it—" Kitty said, almost whimpering. "You have to tease a little before you get started—let them know how much you care about them."

"I wanna eat your cunt," Jean said, her little voice saying such a filthy word almost _ruining _Kitty. "When can I?" God, so polite—why was that turning her on so much?

"Now," Kitty groaned, pushing down on her head, gently but firmly, down to her wide-spread thighs—and between. Jean kissed her—so lovingly—right through her white panties. Right on her sex.

Kitty felt herself come a little. It just whet her appetite.

Jean looked up at her again, those big green eyes full of apprehension, lust, sin. "Can I take your panties off, miss?"

"No," Kitty said firmly. "I'll do it."

She phased to wiggle out of them, so she didn't kick Jean in the face as she did so. Then she was back, Jean facing her bare cunt. Even as turned on as the girl was, her eyes were widened at the sight. Kitty guessed they didn't have Brazilians back then. Lucky devils. The things they didn't have to do to get with Bobby Drake.

"Blow on it," Kitty ordered Jean—requested of her—Christ, she didn't know what this was. "Just a little."

Jean pursed her lips, looking up at Kitty for confirmation that it looked as sexy as it felt. It looked plenty sexy. And she blew on Kitty's slit, making it run over with even more of its juices. Jean saw it, so wet, so open, and she had to have it. She moved in, wanting to clamp her mouth to that delicious pussy and suck for days—but she found herself phasing right through Kitty's groin.

When she raised her head, Kitty was smiling sardonically at her. Keeping herself intangible, she drew open the belt on her kimono. Opened it until it barely stayed on her shoulders, and Jean saw she wasn't wearing a bra. Wasn't wearing anything. Not that her breasts needed it. Small as they were, they thrust out perkily like they were held up by the sheer stiffness of her nipples.

Becoming corporeal once more, Kitty crooked her finger. Jean went to her breasts as she had her belly, peppering them with kisses, sucking desperately on each nipple when she found it between her lips, but unable to stop herself from then letting go and continuing her campaign of tasting every inch of Kitty's cleavage.

"Good girl," Kitty found herself saying of Jean's enthusiastic but unskilled efforts. She was heated enough for it to be effective. Still, this was the X-Men. Good enough was never Good Enough.

Kitty pushed Jean back, both of them now upright on the bed. She ran her hands down Jean's torso, flattening her silk blouse to her breasts before she began to unbutton it. Jean fidgeted nervously, for all her earlier aggression, rolling her lips inside her mouth, staring at Kitty as if looking for any sign the woman would stop.

"Have you done this before—a lot—before?" she asked hesitantly.

"A few times," Kitty answered—more than she cared to remember. She wasn't a slut or anything—no Emma Frost—but everyone knew girls didn't count the same as boys, right? You could eat a girl out and it was just messing around; not like giving a blowjob.

Kitty groaned inwardly. Why did she have to have such lousy self-justifications in front of a psychic? And she'd messed up on one of Jean's buttons, had to go back to it. As she now recalled, after her _thing _with the other Jean (the real Jean?), she'd followed her advice and found herself dating Rachel for a prolonged, if ill-fated, relationship. Who the hell slept with two members of the same family, much less two generations?

_That's _how wrong this was—the girl she was currently seducing (slash being seduced by) was going to grow up to give birth to a time traveler who Kitty was going to _do things _with. Lots of things. Yikes—she'd never even had a _finger_ up her ass before dating Rachel.

Maybe she was a bit of a slut, but hey, what was wrong with being a slut? The sex was good. Girls were cute. And the knowledge that she was going to fuck this woman's daughter when she was the same age as Jean was now—actually turned her on. She ripped Jean's blouse open. Jean gasped like she'd never known such lust; in herself or Kitty. She continued gasping—small, keening sounds of need—as Kitty cupped her breasts. Young as Jean was, they were still bigger than hers. Big as Rachel's. _Fuck, _she was some kind of pervert. She needed to be on a government watchlist.

But then, she was a mutant and an X-Men. She probably already was on all the watchlists.

"Like this," Kitty said, lowering her head to Jean's exquisite breasts. "Remember: slow and steady wins the race." With practically a purr, Kitty took one stiff nipple in her lip and sucked it with all the relish in the world.

Jean sighed explosively, her nipple seeming to turn to stone between Kitty's lips. Kitty drew on it with almost painful force; she wanted it down her throat. She nursed, gnawed, whipped it with her tongue. She never let Jean get used to the stimulation. Always something new. Always something that felt good. And just when it felt so good that the sensation could only go downhill, Kitty went to the other and _bit down_. Jean whined like an animal in pain.

Kitty lowered her to the mattress, continuing to suckle at her big, bountiful breasts. The thought entered her that Rachel had done much the same—for both of them. It sent a lightning bolt of delight through her cunt, into her clit. She needed to fuck this woman. And just like that, her hand was in Jean's pajama bottoms and she had Marvel Girl's cunt in the palm of her hand.

"Oh yes! Oh Kitty!" Jean's eyes were screwed shut, her voice thin and reedy. "Oh please, oh please, oh please!"

Kitty was going out of her mind with need. It didn't matter how much experience she had—she felt like a schoolgirl again, full of new lust. Had to experiment, had to explore. She levered herself off Jean and slammed her hands to Jean's _tits_—they filled her hands, so full and warm and soft and perfect, Jean was _perfect, _and Kitty was going to be her first.

Jean seemed to feel the wellspring of desire in Kitty—how could she not?—and it triggered something in her. She rose up, crashing into Kitty's body, and kissed her full on the lips.

Kitty was surprised for a moment—she'd taken to thinking of this as something almost sordid, too perverse for such a tender, affectionate feeling to pass between them. But her surprise faded quickly. This was just as arousing for Jean, obviously, but it was romantic as well. As she'd learned with Rachel—there it was again—perversion and intimacy were not mutually exclusive.

Obligingly, Kitty tilted her head back so that Jean's face hovered over hers. Their lips brushed together again, lightly, wet with each other. Then, both sets parted. Kitty's tongue met Jean's, moving around in firm exploration. They continued to kiss as Kitty rolled them down to the mattress, Jean below her. When they broke, Kitty ran her hand over Jean's face. It was so hot, so flushed, that Kitty didn't know how much more the girl could take.

One thing more. At least. She moved down Jean's body, ignoring her open shirt and heaving breasts, to find her sex damp inside her disheveled pants. Kitty was quick to pull those down. She had cupped and rubbed Jean's sex, but not yet penetrated it. Or tasted it.

"Are you gonna eat me out now?" Jean asked, almost fearfully.

"Yes, princess, I am."

"And it's going to feel good, right?"

"Yes, Jean. Oh yes." _Taste good too._

She kissed Jean's soft little belly first, just over her pussy, where she could feel the velveteen brush of her pubic hair on her lips. It was an assurance, and a promise, of what was to come. Jean laid there, waiting, perfectly willing.

"Say it," Kitty ordered in a low whisper.

Jean gasped as if Kitty had just touched her. "Eat me out—eat my pussy—make me come—"

Kitty kissed the smooth inner thigh just under Jean's groin, licking at it, her tongue a mere inch from the heat of Jean's sex. "Am I the… _second _person to do that?"

"No!" Jean was nearly hyperventilating. "You're the first, my first. Be my first, Kitty. Take my virginity—make me a woman!"

Kitty vined her arms around Jean's thighs, sleek and firm with Danger Room training. She breathed the hot juices tantalizing her taste buds. She kissed the satin flesh to either side of her, trembling and clenching in need. She stared at Jean's clit as it bulged beautifully outward, a flower in bloom. "How?"

Jean bit her lip. "Lick my cunt!" she gasped out, her voice barely audible.

The first lash of her tongue hit the little morsel of flesh protruding from its hood. Jean cried out, her lust suddenly set on fire. At that one stroke of Kitty's tongue, Jean's clit swelled, and Kitty returned to it almost sadistically. She swabbed it with slow laps, bending it from side to side, pushing it around with the tip of her tongue. She wanted no second thoughts from Jean. No backing out. No recriminations that could stand for an instant in the shadow of her pleasure.

Then Kitty bowed her head with almost religious fervor. Left Jean's clit pouting in all its need and slithered her tongue inside Jean, first tasting the rim, the exterior, then sending her tongue deeper, and deeper, sucking Jean's labia into her mouth as she fucked with her tongue. Jean went wild for it. She thrashed around, her hips jerking so hard that Kitty almost phased through them reflexively. Although almost unwilling to take her eyes off what she was inflicting on Jean's sex, Kitty looked up. Saw Jean grabbing her own heated breasts and wrenching them around, mauling them with her own two hands.

Kitty slapped her hands to Jean's ass, groping them as she touched her tongue to that spot inside every woman. With Jean, it was right where Rachel's had been. Kitty stroked it just three times and Jean was spilling down her throat, writhing and crying her way through the first orgasm she hadn't had with her own hands, possibly her first one ever.

Kitty swelled with pride. She knew it was a bit aggressive, but she did it anyway; pressed her puckered lips to that needy little nub atop Jean's pussy, sucked it inside her mouth, and tortured it with her tongue. Jean _shrieked _like a banshee as she experienced multiple orgasms; and Kitty _knew _that was for the first time. She almost drowned Kitty in the juices pouring from her.

Then she was lying flat on her back, trembling with what was left of her sanity, her eyes glossy and wide. Kitty laid down beside her, pulling Jean to her and stroking the girl, not sexually, but just as she had the other night to comfort her. It was only fair. Jean had done the same to her when she took Kitty's virginity—held her as she dreamed, _in _her dream. Kitty hoped she'd given Jean the same satisfaction Jean had (would?) give her. As impossible as that seemed.

Jean's stunned face gave way to a happy smile, her eyes bright with fulfillment. "That was amazing, Ms. Pryde. _You _were amazing."

"I told you. Call me Kitty." She kissed Jean, only realizing afterward that she'd shared Jean's taste with the girl. Jean didn't seem to mind. "I'm glad you liked it as much as I did. I loved doing it for you. And I wouldn't mind—I'd _love_—to do that again." Kitty's inner rabbi screamed at her that once was a one-night stand, twice was an affair, but she didn't care. The pleasure she'd taken had deadened her guilt.

Jean's lips pinched, the girl visibly restraining the 'uhhh' all teenagers defaulted to, so she could say quite plainly "I'd like that."

"Good." Kitty put her hand on Jean's thigh, as familiarly as could be. "Do you want me to eat you out again, or should I use my fingers this time? Or something else?"

Jean squeezed her legs together before Kitty could get her hand in-between them. "No." Kitty felt a sudden rush of remorse. What was wrong with her? How could she do this with a woman little more than half her age, a woman—"It's your turn," Jean finished.

"Oh," Kitty said in a small voice as Jean rolled her over, ducking between her legs.

"Just tell me what to do," Jean said, looking up at her, and Kitty had no idea where to start.

* * *

Emma Frost licked her fingers clean, having gotten each of them quite wet. She'd only thought to take a quick peek in her rival's subconscious while her teenage self's defenses were still unconstructed. She'd had no idea she'd find her asleep in that little brat Kitty's bed—or what the two of them would do to each other, with a little push. They'd certainly enjoyed themselves.

But then, so had she, Emma thought as she sucked her thumb clean.

Now there was just the question of what to do with this scintillating new information. She was sure the two girls would hate for their little shenanigans to be found out. Imagine Rachel knowing. Or Scott. Emma could see them doing almost _anything _to avoid their secret getting out.

Who knew? With a little luck, she might never have to compete with that little ginger bint again.


	4. All-New X-men 3

Kitty couldn't help but think it was a bad sign how Jean came into her room. Not just that she _did_—a rare occurrence for a student with a teacher. She certainly hadn't spent much time in Hank's quarters when she was a kid. But Jean didn't knock or anything. Her telekinesis unlocked the door and she just walked in, already talking.

"Hey, Kitty, did you know they made _another _Indiana Jones movie? Awesome, right? You wanna watch it with me? Just sit back, relax, I'll make the popcorn. I brought some grape soda, too, you like that, right? Don't worry about anything, I know how stressful this place is, I'm gonna pamper you, okay? Hey, who's Shia LeBeouf?"

Kitty took a deep breath and nodded to the door. Jean picked up her surface thoughts, closed it for her.

"What is it? What's wrong?"

Kitty bit her lip, wishing she knew what to say. The universe had turned her into Colossus, the bitch. What would _she _have said to convince herself that maybe twentysomethings and thirteen-year-olds shouldn't date?

Start small: "I'm not sure that's a good idea, Jean."

Jean deflected. "We can watch something else. I heard they made new Star Wars movies too. I know I'm not a nerd like you, but I'll give 'em a shot…"

"It's not the movie, it's us." Kitty hedged, putting her hands on the back of a nearby chair so she had something to do with them. "Wouldn't you rather spend some time with Hank or Warren or Bobby? You're kind of their boss—I'm sure they'd appreciate some facetime."

"Facetime? Kitty, I'm gonna spend the rest of my life with them. What there is of it. I'm not gonna remember any of this, so—can't I be with you a while?"

Kitty saw herself walking over to Jean, taking her hands, holding them tight and warm, a connection flowing between them as she said what had to be said, but would that make this easier or harder? "I don't think we should spend so much time together."

It snapped into place. Kitty saw it in Jean's eyes. The green caught the light like a knife's edge. "I didn't come here to have _sex, _okay, I just wanted us to be together!" She spoke harshly, her voice almost raised.

"Jean, that's not it—"

"Then what is?"

Now Kitty went to her. She took Jean by the arm—just her fingertips, a subtle touch on Jean's shoulder, but the girl went so willingly. She let Kitty sit her down on the couch and crouch beside her. Not touching, but able to feel each other's warmth. Or imagine it, at least—this close.

"Jean, what we did, it was—" _Wrong. _"Inappropriate." _It felt so good, I know—_

"You liked it," Jean replied, almost an accusation. "I liked it, what's—what's the big deal?"

"I'm a teacher, you're a student…"

"I'm not your student! I'm some… refugee from the past who's stuck here. Everything feels wrong except for you."

"I realize that." Kitty saw the tears in Jean's eyes and knew she couldn't wipe them away. "What happened wasn't a bad thing, but it was a bad idea, and I should've known better. It's not your fault, it was just a mistake… that happened… and when you get the Professor to wipe your memories, it'll probably be for the best."

Inwardly, Kitty winced. Yeah, that hadn't sounded harsh at all. Jean was looking at her like she'd been poisoned.

"Was I not… _good?_"

"You were fine, Jean, better than fine…"

"Is it because I wouldn't let you do stuff? Because I'll let you! I could hear you in my head, thinking how much you wanted my ass—I could've known from the way you grabbed it—I would've been fine with it, really, we can still do it. You could be my first."

"Jean, _stop." _Kitty felt her voice go firm, _adult. _"This is not a healthy relationship and it's not going to continue. I want you to leave my room now and the next time you interact with me, I want it to be official X-Men business, am I clear?"

"Yeah… yes." Jean let herself cry, wearing the tears like warpaint. "Yes, _ma'am._"

She stomped to the door. It flew open for her, telekinesis battering it into the opposing wall. She looked back at Kitty in the doorway, about to burst into flame.

"You know, sleeping with you was the one time since I got here that I haven't had a nightmare? Not even a little one. And fucking you was the only time I felt good."

Kitty's hand was at her waist, but the fingers were reaching out to Jean. "That's something you should have with someone your own age—"

"_Don't!_" Jean roared, and the door slammed shut. Cutting her off from Kitty.

* * *

"What up, Frosty?"

As a valued member of the team and faculty, Kitty had to interact with Emma Frost, politely and efficiently. That didn't mean she couldn't be annoying. Especially when Emma called her to her office like Kitty was her student and Emma was headmistress; the relationship Frost had always wanted with her.

"Sit down, Katherine." Emma gestured to the chair before her desk. Always just enough for however many guests she was expecting. Right now, it was one.

Kitty phased through the chair, then dropped back into it. Slouched. Got the raised eyebrow she was looking for her. In her simple blouse and pleated skirt, she looked as out of place in Emma's Neo-Classical design as a stripper would in the Philharmonic Orchestra.

Emma, on the other hand, wore stripper attire—no shirt but a white blazer, cigarette pants, maybe panties. And she made it look regal. She sat behind her desk, patiently waiting for Kitty's eyes to trace her breasts. Kitty wouldn't let it happen.

"What do you want, Frost? I've got a couple hundred students to manage, I don't have time for you to mindfuck me."

"It's what you _do _have time for that's the problem. I've heard some disquieting rumors."

"Rumors?" Sweat touched the back of Kitty's neck like a ghost.

"About a relationship between a member of the teaching staff and a student."

"You're not accusing me—"

"Not, of course not. I'm _saying _that you fucked Jean Gray."

Part of Kitty wanted to scream—she was sorry, it was an accident, please, please—but she kept a poker face, if only to not give Emma the satisfaction. "Have you gone crazy? _Again?"_

Emma revolved her laptop, pointing it at Kitty. "As an educator, my highest priority is of course the health and safety of my students. I take accusations of this nature at the highest level of seriousness. And so, I took the liberty of planting a camera in the suspect's room."

The screen showed Kitty and Jean. One touch and the picture became a movie. _I could hear you in my head, thinking how much you wanted my ass—I could've known from the way you grabbed it—I would've been fine with it, really, we can still do it._

"Generous offer," Emma said, wryly victorious.

Kitty's jaw was clenched so tight, she wasn't sure how she'd ever get it open to talk. But she did. "Please… you can't make this public. It would _destroy _Jean. I'll go, I'll resign, I'll do whatever you want. But don't let this blow back on her."

"Resign?" Emma's brow furrowed as much as it was able. "Why? You're a gifted educator, Katherine. I would hate to lose a woman of your talents and enthusiasm. There's no need for you to leave the school."

"Then why—"

"You will have to be disciplined, however. This—relationship you've pursued speaks to a disturbed psyche. I'm very concerned with a woman in your present state of mind being on active duty, or around children."

Kitty's throat was tightening like it was in a noose. "I said I'd leave the school, what more can I—"

"You can allow me to treat you. To replace this unhealthy relationship you've embarked on with a sounder, more age-appropriate one. Please, stand."

Kitty stood, relieved at having Emma tell her something to do. Maybe if she did as Frost asked—let her get off on her power fantasies—this could be managed. Somehow.

"Good. Now strip."

Kitty was so off-balance she phased instinctively, even though there was nothing to pass through. She stood there, intangible. "My clothes?"

"Surely, you can't be that hesitate to part with them. I'm certain the local K-Mart can supply you with similar, so long as you have a twenty-dollar bill on you."

Kitty was a smart girl. She was quick to realize she had no choice. It was this or leave the school in disgrace, traumatize Jean forever. Emma smiled hungrily, reading the realization right off Kitty's brain.

Her eyes darting about as frantically as a hunted animal's, Kitty worked the buttons of her blouse. She tried to turn her back on Emma, but that was when she saw the floor-to-ceiling mirrors that covered the entire southern wall of Emma's office, even the door. Every facet of her was cruelly captured, either in Emma's eyes or in the crystal of her surroundings.

Kitty hung her head, undoing the buttons between her breasts. She wished she'd worn a different bra. White, lace, demi-cup—the one she had on now barely covered her nipples, turning her cleavage into a seductive valley and her breasts into exposed spreads of creamy skin. Emma licked her lips as she watched Kitty strip her blouse down her arms behind her, accidentally thrusting her chest forward.

Kitty felt hideously excited under the weight of Emma's gaze. She was half-sure it was Emma's telepathy—putting thoughts in her head. Making her think this was right, this was fair, her getting her just rewards for what she'd done to Jean. Her guts knotted with shame. She turned, giving Emma and the mirror her profile, knowing that all she was doing was teasing Emma even more. A real X-Man, like the mature Jean Gray that she had known, would face Emma boldly. She would take her clothes off just like she were getting into the shower.

But Kitty couldn't. She made it last and linger, like she wanted to build Emma's lust up as high as it would go. She didn't know if it was pride or—

She let her skirt drop. It slid down her shapely legs, and with her sneakers on, it took some effort to extricate her legs from the thing. But she did. In her bra and panties, she turned for Emma, posed for her, letting the desire in Emma warm her just as much as the skylight sunshine did on her bare skin. Emma's diamond eyes raked from the lacy bra to the small waist, the swell of her hips, the black shadow at the crotch of her panties.

"That will do."

Emma stood. She crossed from behind the desk to in front of it, approached Kitty as she would go to inspect a racing horse. Her eyes ran over Kitty's body as cruelly as a knife, the blonde circling Kitty, taking her from every angle. Until finally she was behind Kitty and her fingers pinched into Kitty's midsection. Kitty gasped.

"Not _too _much flab—finally jogged off that Thanksgiving weight, I see? And at least the underthings show some semblance of fashion. I suppose you believe your lovers deserve more effort from you than those who simply see you walking the halls? Put your hand on your cunt."

The harsh word in Emma's genteel tone sent a little shock coursing through Kitty's body. She hated it, but she was turned on. And the crueler Emma was to her, the more inhumane, the rougher, the harder… it did things to Kitty. It made her want to be… used.

She covered the crotch of her panties with her hand. She tried not to put any pressure on her sex, but her hand just moved in. Started a slow fire between her legs that she had no idea how to put out.

"Do you like that, Katherine? Are you imagining it's my hand doing that to you? Or would you enjoy my hand more? What if I told you to bend over?" She was at Kitty's side now, her mouth at Kitty's ear, her voice so cruel. It captivated Kitty, how cruel she could be. "I could take your panties off. I'm strong—I could _rip _them off. And while you touch your toes like a good little whore, I could start putting my fingers in your good little whore _hole. _Would you like that, Katherine? How many do you think I could fit inside before we'd need lubrication?"

"I… please, just don't do anything to Jean…"

_What about your ass?_ Emma hissed in Kitty's mind. _Has Colossus been breaking that sweet little ass in? Do you think I could get my fist in there? Which is bigger—his cock or my hand? I wonder how far you'd stretch before you gave in and phased away from me, little coward, little whore—_

Kitty felt herself giving into Emma's lust, her power. Once she allowed Emma to use her, however she wished, things would be so easy. She just had to let Emma to do whatever she wanted. The only downside was how much she'd enjoy it. "Anything you want, Frost, I'll do anything."

_Yes. _Emma was still in Kitty's head, but now her still lips were brushing against Kitty's. _You will. But not _now, _you have a class to teach._

Emma turned on her heel, promptly going to her office's minibar to fill herself a tumbler. "Introduction to Programming in ten minutes, Ms. Pryde. I believe it would be very discourteous to your students to be late. Mutual respect—that's the key to a good education."

Kitty felt her wet panties pressing against her harder than Emma's hand ever could. "But I thought…" She was almost begging.

"You will be taught a lesson, Ms. Pryde. Sooner, rather than later. But at a time and place of my choosing. No matter how much you might enjoy learning from me, the needs of our students must come first. But please, do get dressed first. The last thing we need is any _more _students fixating on you."

Kitty reached for her clothes with trembling hands. It wasn't relief that was shaking her so hard.


	5. All-New X-Men 4

A/N: I've started a page. More information on my profile. Food for thought.

* * *

Kitty had a hard time getting to sleep that night. She kept expecting Emma to surprise her just as she was drifting off, slipping naked into her bed. And she recognized the feeling as one she had before a mission. A nervous excitement. God, had it been that long since she'd gotten laid? No. No, it hadn't. She'd taken Jean's virginity just the other night.

She finally nodded off, only to be awoken by some sixth sense. It felt so abrupt, like she hadn't slept at all, that she first glanced at her clock on the nightstand. It said that three hours had passed. Kitty looked around for the disturbance, finally finding it next to her. Jean had been so quiet, getting into bed with her, she had literally only _just _noticed her.

The girl was curled up in a ball, still in the jeans and T-shirt she had worn into the room, her bare feet poking out of her fetal position. She had laid down right on top of the sheets, not wanting to wake Kitty, not even touching her, but she seemed to be gleamed a measure of relief from being in her presence. It was only when Kitty looked at her, and the thought of kicking her out came to mind, that Jean started to tremble.

"Please… I know it's wrong, I'm sorry… I just couldn't stay in my room. It felt like my nightmares were _hunting _me. I dreamed that I was _burning _and I set everyone else on fire too. I dreamed we burned together."

Kitty said nothing. Her heart was hammering. The first thing she'd done when she'd gotten back to her room was find and disable Emma's camera, but she didn't know that it was the only one, or the only means that Emma had to monitor her. And no matter how depraved Emma was, if she found out that Kitty had done this again, she would have her out of the institute lock, stock, and barrel.

But Jean looked so pale and wet, _drowning _in sweat, far worse than she'd been on the first night they'd spent together. The way Kitty must've looked, her first few months in the mansion, when N'Garai and Emma Frost had ganged up in her nightmares, sending her to the comfort of Ororo's garden for some hot chocolate and long hugs under the same blanket. Was this so different? Would Ro have let her sleep in the same bed as her?

"Please?" Jean wasn't weeping, she was too strong for that, but tears were spilling down her cheeks like blood from twin wounds. "I know it wasn't right what we did, I'm not here for that, I just wanna stay with you. I won't even touch you, I promise, I _swear_—"

"Here." Kitty drew the covers back, phasing them right through where Jean lay. "You might as well be warm if you're going to sleep—in my bed."

Jean gratefully married herself to the other pillow on Kitty's queen-sized bed, shaking so hard that it was like Kitty was strapped to a motor. She put her hand on Jean's freckled shoulder, finding it sun-hot, like she'd just been tanning. A moment later, she combed her hand through Jean's hair. Jean stopped shaking.

"It's not a nightmare, though. Is it? No matter what happens, I'm going back. I forget all of this. And eventually, I become something horrible, I hurt people, kill people—"

"Not you," Kitty stressed. "The Phoenix."

"But it chooses me, right? It does that for a reason. And nothing I do can change that. Even if I did, it would just mean this… timeline wouldn't exist. You wouldn't exist… maybe you'd never have been born…"

"I'm not that young." Kitty kept stroking Jean's red hair. It actually felt a bit like she was touching fire, somehow—solid fire, kindling heat in her hands. She tasted something bitter, thinking of what she was doing. It was insane, criminal, but she had to… she could do it. Walk the line between comforting Jean and violating her. She _had to_—an irresistible force was pushing her down that road. "I know it's not much, Jean, but you're going to be a good person. Take comfort in that. Everyone's going to love you. Your memory is going to live on—probably forever. That's not a lot, I know, but it would be enough for me. I would at least try to be content with that."

She guided Jean's head over until it rested against her shoulder—tickling her hand through the embers of her hair until her fingers traced the curve of one small ear. Jean squirmed over until she melted against Kitty, like she was sharing her heat with a frozen woman. It didn't have to be a sexual gesture—but Kitty was awake of her rubbing her thighs together in a languidly orgasmic way, a move that seemed far beyond her years.

She tried her best to ignore it, holding herself resolutely still as Jean pressed her face into Kitty's arm. The girl fell asleep quickly, exhausted; having run away from a future she couldn't outpace. Her weight against Kitty gave the woman a leaden feel—she was too weighted down to let her thoughts outrun her. She fell back asleep, only to wake again, as near as a record needle skipping over a disc.

Emma Frost was in the room. Her corset, her panties, her cape—the white gleamed in the darkness, almost as bright as her pale skin. With a crocodile's smile, she sat on the bed. "My. Don't you two look cozy. I'm so tempted to join you."

"It's nothing," Kitty insisted, keeping her voice low—Jean was still fast asleep. "She had a nightmare."

"Oh, sweetheart… even _I _don't let Hellion sleep with me because he had a _bad dream_," Emma put a child's lisp on the last. "The same as I wouldn't let a dog into my room because he was barking… or Scott Summers, these days. Like you, he has to be punished." She reached behind her, taking out a pair of scissors that she had to have been keeping in her panties. "Hold still."

"We can do this _later," _Kitty hissed. She tried to stay strong, even as her heart raced at the sight of the gleaming blades. "Not with Jean in the room. She's an innocent girl—"

"Not innocent anymore, Katherine… thanks to you. Now keep your mouth _shut _or you can explain to the whole school why there's a student _in your bed."_

Kitty pleaded for mercy one last time. "Don't wake her… she's having a good dream. _Please._"

"I won't wake her," Emma promised. "And if you don't want to either, I suggest you _shut up _and _hold still."_

Kitty held still like she was paralyzed. Emma threw the covers off her, over Jean, and then worked the scissors down the spine of Kitty's nightgown. The woman was spooning Jean, holding the girl to her chest, and she wished she could plug Jean's ears as the scissors snipped, ungodly loud at this hour, this private place.

Finally they were done. Emma pulled Kitty's split gown open, over the side of her body, like the skin of an autopsy case. Kitty felt the air conditioning breeze down her naked back, between the cheeks of her ass, as firm as Emma's touch. She worked not to gasp.

"Goodness—how the moonlight _does _improve your looks. You've certainly filled out since our first encounter, haven't you Katherine? If only you had been as curvaceous then as you now are. We could've had a lot of fun…"

Emma's white opera glove, glowing starkly, moved into Kitty's line of sight. But it wasn't coming toward her. It touched Jean, through the bedsheets and Kitty's own sliced nightgown. On her soft cheek…

"But alas, the bloom of youth. So pure, so innocent…"

Down lower, to her bared throat, but Kitty's eyes outpaced it. Looking down to the tantalizing beginnings of a valley visible through her shirt's neckhole. Had the rise and fall of her chest sped with Emma's touch on her soft, tender skin?

"It's no wonder she'd become such a fundamental part of the 'Original 5's' sexuality."

As Emma's hand slid down Jean's chest, Kitty felt herself burning with anticipation. She was speechless, waiting for Jean to twist out of her, their grip. But there was no protest. Everyone was just letting it happen, maybe making it happen.

"They all wanted to fuck her, Katherine. Every one of your friends and mentors."

Emma could feel now, the soft breasts that would come to dominate Scott's life—that his first whiskers would itch at, that he would kiss as he lost his virginity, that he would imagine his children suckling at. It seemed to swell into Emma's hand, fresh growth being touched for the first time. Emma felt a little bump between two of her fingers—she pinched it with a connoisseur's delicacy. Jean moaned.

"Ms. Pryde…"

Emma straightened, stripping off her glove. If she touched Jean again, it'd be harder. Kitty just knew… "What a little whore. You two seem made for each other. If only society saw it that way."

"Please. Not her. _Me."_

"Really? What would you like me to do, Katherine?"

The first thought that entered her mind: "Kiss me?"

Emma's mouth was hard against hers, as rough as if she were diamond, her tongue stabbing into Kitty's. Kitty could barely respond—her own tongue was sucked into Emma's mouth, _savored _lovingly. Emma held her face close with her hands, forcing her into this position, and Kitty went limp like a ragdoll.

"Well, that was pleasant." Emma smiled wickedly, right against Kitty's throat. "No wonder Jean came so hard. But this is supposed to be a lesson, remember? We have to do things you _didn't _ask for, just as you did to Jean. Let's teach you what it's like to be powerless—to be completely in someone else's will. Try not to enjoy it too much. That would defeat the whole point."

She straightened again, now kneeling on the bed, and Kitty suddenly noticed something she hadn't before. Emma wasn't wearing panties. She was wearing the white straps of a black dildo. It was quite visible when Emma wrapped her hand around it, rubbed it lightly, pointed it at Kitty's face. Moved it against her cheek.

"Open," Emma ordered, and Kitty's lips parted automatically. Emma took her head in her hands and twisted it roughly to the side, almost to the breaking point, forcing Kitty's mouth in line with Emma's large dildo.

The head of the dildo crossed her lips, forcing her mouth wide open to accommodate the bulbous tip. Emma fucked her strap-on into Kitty's mouth, then withdrew it, smooth and wet. She fucked Kitty's mouth, taking as much pleasure from her power over Kitty as she would if it were a real dick. And Kitty held her mouth open and took the dildo passively, even as part of her wanted to grasp it with her lips—suck on it. Make Emma happy.

She ignored that small voice, instead thinking as hard as she could: _Please don't wake Jean, please don't wake Jean, please don't wake Jean…_

"What a good student!" Emma cheered, albeit in a quiet voice. She booped Kitty's nose with her finger, Shadowcat's lips still stretched wide around the dildo. "I think you've learned this lesson very well. Time to move on."

Pulling the wet dildo from Kitty's mouth and dragging it over her cheek, Emma laid down beside Kitty, on the other side of her from Jean. Her hands moved down to Kitty's ass, stroking, caressing, probing, exploring. Kitty resisted a moan; she wasn't sure what felt better, Emma's gloved hand or her bare one. Then she felt her sex open, Emma's fingers pressing upward from between her legs. She felt her pussy gripping those fingers, two of them—squeezing them, _sucking _them. Glove. The glove was definitely better.

"So wet already!" Emma marveled. "Was it just from sucking a cock, even a fake one, or is it the age-inappropriate relationship you've been pursuing?"

"Please keep your voice down," Kitty whimpered.

"I'm not really talking, foolish child. We're communicating telepathically. I know how important Jean's sleep is for her developing body. Whereas a grown woman like you—you can stay up all night. Can't you?"

Kitty closed her eyes. She knew what Emma wanted. "Please… fuck my pussy. Give it to me so hard. I know you'll make me come."

"Oh, I certainly will. But you aren't living up to your potential, dear Katherine. Not absorbing your lesson. This is about what you _don't _want. What _I _want. If I wanted to fuck that loose little pussy of yours, I could've seduced you with one little look, any time. You were _beneath _me—it's only because of our disciplinary issue that I'm lowering myself to intercourse with you. The sacrifices I make for my students…"

Kitty felt like moaning, excitement and pleasure, Emma's harsh words somehow sending intense feelings coursing through her. Being degraded this way—it reminded her of her first time with the older Jean. How in control she'd been, how she'd _commanded _Kitty's pleasure. Giving Kitty no choice but to enjoy herself, beyond the bounds of any neurosis or guilt. And she hadn't been able to replicate that intensity with any boyfriend or girlfriend since. She'd been willing to part with it—it was worth a healthy relationship, something that was the polar opposite of Emma Grace Frost, but once offered to her, she couldn't resist it. She _wanted _to be used by Emma. She wanted Emma to _make _her come.

And for all her teasing, Emma gave her what she wanted. She moved her hand to Kitty's ass and plunged her middle finger straight into Kitty's hole.

Kitty's mouth fell open, her face a mask of shock, a gurgle of astonishment welling in her throat but staying there as she forced herself silent and still. She just barely had time to do so before a second finger split her ass, lubricated from Kitty's own pussy. Tears filled Kitty's eyes, and she didn't know if they were from pain or pleasure. Unconsciously, she held Jean tighter, the girl's breath stirring against Kitty's chest in calm counterpoint to the hot finger-fucking between her asscheeks.

"My, Katherine, your ass is taking my fingers very well. I don't think this is your first time, is it?"

Kitty didn't answer. Emma pushed both fingers in up to the knuckle, then twisted them around, the sudden intrusion filling Kitty with pain. She felt herself on the brink of an extraordinary orgasm, finding it hard to curb the moans deep in her chest. She stifled a sob as Emma curled her fingers. It hurt just right.

"_Answer," _Emma hissed in her ear.

"No, I—Pete Wisdom, he used to—his fingers—" Kitty looked back. She was Emma's other hand on her strap-on, rubbing a gleaming substance into its black heft.

"Kitty…" Jean muttered in her sleep, her eyes twitching in their shut sockets. Kitty frantically petted her hair, cooing soothing noises into her ear, trying to keep her asleep as Emma spread lube along the slopes leading into Kitty's crevice. At the very bottom, she massaged the oil into Kitty's perineum, sending tingling lightning over into her sex, then pushed her wet digit into Kitty's ass, the lubricant cool and soothing.

Kitty gave in, moaning as she held Jean tight, the girl snoring between her breasts.

Then she felt Emma's breasts press into her back, the nipples hard and very easily felt through Emma's thin corset.

"So you've never had a cock up your ass?"

"No," Kitty said, somehow managing to blush. "Never." She felt Emma's wet dildo against her thighs.

"Oh, dearie, if only you had dated Scott Summers. He _loves _sodomizing me." Emma reached around, her hand slipping between Kitty and Jean, the redhead muttering as the back of Emma's glove brushed her thigh. Emma's deft fingers quickly found Kitty's clit, ready and waiting. "Once he's finally earned his way back into my good graces, I think I'll allow him to do so once more. I'll be exceptionally tight after our long separation." Emma rubbed Kitty's clitoris back and forth, claiming it, latching on with her thumb and forefinger and studying it between her fingers. Kitty felt the orgasm she'd almost had from Emma fingering her ass. It'd drifted away, but now Emma was shoving it back into her. "You know, I wonder if I was his first or if he's penetrated that lovely young woman in your arms from behind. Do you think she would let him? She certainly doesn't seem shy, now does she?"

"I love you, Jean," Kitty mumbled in her sleep.

Emma was suddenly rolling them on top of Jean, pulling Kitty onto her hands and knees over the redhead, mounting Kitty doggy-style. She aimed the head of her strap-on into Kitty's anus and pushed forward, Kitty staring down into her young lover's face as Jean shivered in her sudden absence.

"Wait," Kitty gasped, feeling her ass being forced open, the head alone bigger than two of Emma's fingers had been. "It's too big, it's—it won't fit!"

"For your sake, let's hope you're wrong there. Shush, now. Don't wake the baby." And Emma sent the dildo flying into Kitty with one firm thrust.

Kitty couldn't help it. She moaned, a sound dredged from the very bottom of her body, and she felt Emma's grin at her back, the White Queen getting off on taking her anal virginity. She tried to overcome her body's instinctive resistance to the cock boring into it, her ass screaming in distress, a sensation of burning, itching. But Emma thrust patiently, and the tight muscle slowly yielded. At first pressing inward, then opening—then stretching.

More than the dildo, Kitty felt a scream jammed into her body. Pain and pleasure coiled together, two never-ending ropes that kept binding themselves in each other, the knot growing and growing, expanding until the intensity felt like it would explode right out of Kitty's skin, no longer a person, just pure—ecstasy. A birth heralded by a scream, but she could've ever voice it. She couldn't let herself come. She couldn't let herself make a sound.

Kitty's mouth gaped open, even emptier without sound coming out of it. The friction hurt, the stretching hurt, the pressure hurt, but everything else felt so goddamn good. She whimpered when her anus was finally forced over the blunt head of Emma's dildo, closing on the groove behind the artificial glans. It felt electric.

Emma kept up the steady pressure, her relentless slow-motion charge. Her hands were feeling up Kitty's smooth ass, alternately holding it open and pushing it closed on the dildo lodged in her most intimate area. When she took a lover, it was always someone with a body she could enjoy in all its aspects—but there was nothing quite like ravaging someone's asshole.

She loved the sight of the inky black dildo steadily disappearing between the pale moons of Kitty's ass, expanding the little bud of her anus like a balloon. She powered in, until Kitty could feel the fine hair of her shorn cunt on her ass. Then, with a wiggle, Emma gained a last fraction of an inch inside Kitty.

"Feels like it's all the way in my stomach," Kitty whined hoarsely. "Feels like it's gonna come out my _mouth. _How far is it? Please, Emma, how far?"

"All the way in," Emma told her. "If I'd known you could take it up the ass so easily, I would've brought a bigger dildo." She began to draw back, the friction sounding inside Kitty like a whetstone being drawn over a knife. Oh God, oh Christ—

Underneath her, Jean slept the sleep of the innocent. Until a drop of drool from Kitty's open mouth hit her cheek. She blinked a few times, even staring up at Kitty for a heart-stopping moment, before rolling over and going back to sleep.

Then Emma rammed the dildo back inside Kitty, the searing friction roaring through her, ecstasy and agony vying to see which she voiced first. Kitty clamped her teeth together, only letting out the barest whimper in response to the perverted act. Christ, how could it feel so good for Emma to hurt her this bad?

Emma's cruel fingers sank into Kitty's waist, finding surprisingly little soft flesh and a goodly amount of muscle. And here Emma thought she'd been joking about Kitty exercising off her Thanksgiving weight. She steadied and guided Kitty as she fucked into her anus, not really caring whether Katherine enjoyed it or not, but taking smug satisfaction in the fact that she _was. _Of course. How could she not?

Kitty's eyes rolled back in her head. The feeling of Emma penetrating her ass went on and on and on. She felt wetness on her thighs that wasn't sweat, her sex trying to climax on empty space. Hating herself, Kitty braced one arm on the headboard, and brought the other down between her legs. She barely had to touch herself before it started—the explosion.

She twisted around the intrusion from behind, every muscle in her body spurring her toward orgasm. She opened her mouth to scream and Emma clamped her hand over it, holding in Kitty's wail as she rode her, heaving her cock into Kitty's slick tunnel over (harder) and over (faster) and over (deeper) again.

"My goodness, you little vixen!" Emma was richly amused. "You're actually getting off on me violating your bottom. I had no idea you were such a slut! Oh, wait, I absolutely did." She forced the dildo all the way in, rubbing her crotch against Kitty's ass in counterpoint to Kitty's fingers desperately stroking her clit.

"Don't stop," Kitty murmured into Emma's hand, "please don't stop, please don't—"

She threw both hands to the headboard, barely holding herself up as her cunt clenched and throbbed, trying to squeeze something out, then firing off wetly—a sudden ejaculation shaking out of Kitty's body, splashing down on the sheets that covered Jean Gray's sleeping form. She couldn't even think of shielding her thoughts, and Emma dined on them like fine chocolate.

_FUCK OH YES, THAT'S YES THAT'S JUST RIGHT DO THAT HARDER OH FUCK THAT'S JUST THE WAY I LIKE IT THAT'S PERFECT FUCK DO IT RIGHT OH SHIT YOU'RE GOING TO GET ME TO COME DON'T STOP WHATEVER YOU DO DON'T STOP FUCK FUCK FUCK I'M GONNA I'M COMING I'M GONNA I'M GONNA YOU FUCKING BITCH YOU MADE ME COME OH SHIT!_

Kitty would've fallen on top of Jean if Emma hadn't held her up. She choked out words like a sob. "Get it out of me, it's too much—"

"Not yet," Emma said, her hands locked around Kitty's waist, holding her still as she rode into her ass.

"Please, I'm done, I can't—"

Emma grabbed Kitty's breasts tight and speared into her once more. Kitty's complete surrender, her begging, her loving submission, the feel of having a prick in her ass—it combined into a cocktail that finally succeeded in getting Emma off. She hummed her pleasure into Kitty's body, kissing her fondly on the ear before letting Kitty up to remove the dildo from her.

"You make such a good bitch," she moaned, the highest praise she could give Katherine Pryde.

Kitty's nightgown was already ruined, so Emma wiped the dildo off on her bedspread as Kitty fell face-up and spread-eagled beside Jean, her cunt wet, her ass gaping. Exhausted and spent and used and unable to resent it.

"That's alright, I don't expect a thank you," Emma said. "But my dildo is still a little messy. I think you might have gotten some of your juices on it when you were squirting all over the bed. Would you like to give it a little spit-shine?"

Panting, Kitty could do no more than raise her middle finger.

"That's alright," Emma replied sunnily. "I have more than one bitch in this room."

* * *

Jean had quite an unusual dream. It felt very real; she dreamed she had a cock in her mouth, and she was sliding her tongue over it, pulling her lips adoringly across its head, drooling on it even. The cock worked its way to the back of her mouth, the tip almost lodging in her gullet as she kept sucking with vigor, almost gagging. Then the cock was pulling back, Jean purring with satisfaction as she expected it to ram back into her mouth, but instead it kept going, drawing out from between her lips, and Jean whimpered after it, sucking at the air, as her dream ended and she was once more thinking about Kitty Pryde, holding her, comforting her, so warm and sweet and pure.

The one thing about this time that hadn't been corrupted.


End file.

X-Men, Romance