Not the Whedonverse XXX Chap. 01 Astonishing X-Men Pt. 004

[muhabba]

This is Not the Whedonverse Pt. 04
Astonishing X-Men with special guest stars The Runaways.

This is a work of complete fiction. It just popped into my brain and I wrote it down. No one under legal age may read this, if you know what's good for you. No one over legal age should read this for the same reason. Please feel free to repost this in any non-pay site but it would be nice if you could let me know where. All characters used in this story are a parody of any real or fictional person. Comments are always welcome and appreciated.

Story Codes: MC, M+/F+, Noncon-Con, Multiply pairings, Incest,

By Muhabba

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

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

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

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

-----

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Emma grinned evilly. “Miss Pryde?”

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

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

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

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

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

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

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

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

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

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

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

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

-----

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

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

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

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

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

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

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

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

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

“Lovecraft,” Hank whispered.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Exactly,” Hank agreed.

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

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

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

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

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

-----

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

“But we can help,” Hisako pleaded.

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

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

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

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

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

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

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

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

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

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

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

"Who's Shaw?" Wing asked Hisako.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“He’s just lonely,” Kitty finished.

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

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

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

“What?!” Shaw growled.

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

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

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

Lockheed peered at the small group of humans.

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

“Hooommme,” Lockheed hissed.

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

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

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

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

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

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

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

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

-----

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----

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

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

-----

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

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

“And they think just ‘cuz they’re older that they’re smarter than us,” Molly pouted as her aura began to glow. “That’s it. I’m punching out the window,” she exclaimed before she, Klara, the Leapfrog, and the school was bathed in the Scarlet Witch’s spell, erasing not only the world’s memories of the last day but the day itself.

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

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

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