The Xavier institute was busy today, leaving Kitty Pryde practically run off her feet as she organized her paperwork. They had a lot of students staying here and she was one of the only staff members available while the X-Men were out on a mission. She finished up her marking and took a break in her classroom while the students were on their break. She slumped back in her chair and sighed, rolling up against the wall to close her eyes. She could use a break.
Fortunately a pair of hands appeared from the wall behind her and caressed her breasts. Kitty gasped as they took hold, relaxing immediately once she saw the green skin of their hands. “I thought it was you” she smiled, her head falling back as the young Martian paused through the wall to embrace her. “Don’t let the Professor or Emma Frost catch you here. They’ll be mad.”
“They won’t know I’m here” M’Gann Morzz, Miss Martian who also goes by Megan Morse, assured her as she floated into the class room. She brushed Kitty’s curly hair aside to meet her lips in a soft welcoming kiss before turning her chair around so she could straddle her. “I’ve shielded my presences from their minds. None of the telepaths should sense me.”
“Great. But what’s to stop someone from walking in and finding you here?” Kitty asked, glancing to the door she’d left ajar. If she knew she’d been entertaining company, like her casual girlfriend from Young Justice, she’d have done her marking in her room.
Megan shrugged. Her form shifting into the shape of a young mutant. “That’s easily fixed” Rouge replied innocently, putting her arms around her neck. “They won’t see me.”
Kitty chuckled. “I thought that was you” she said, recalling how she saw Rouge roaming the halls earlier trying to catch her eye. She thought it was odd, since she was meant to be on mission with the X-men. “You came all this way to see me?” She asked.
“Mostly” she nodded, leaning in to make out with the sexy young brunette. Kitty kissed the shapeshifter, her arms welcoming her feeling up Rogue’s back. As nice as it was to kiss the young woman, she told her “I’d rather be making out with Miss Martian, since she’s my girlfriend and all.” Megan smiled, happily shifting back to her green skinned form before resuming their kiss.
They made out passionately for a few minutes, proving this was the break Kitty desperately needed. But after a while her paranoia proved to distracting as she kept glancing to the door. “Nobody will see us” Megan told her. “I can place a telepathic trigger which could nudge anyone to just look away or walk past the room before they do.”
“No, lot of students immune to telepathy lately” she explained, reluctantly turning intangible to slip out of the chair and her girlfriend’s hold. She bit her lip suggesting “come with me” before taking her hand. Together they phased through the walls of the institute staying out of sight until they reached a bedroom. “Since Rouge is out, she won’t mind if we borrow it” she said, closing the door and locking it.
“What about your room” Megan queried?
“It on the other side of the building, and next to Logan room. He’s still here, just asleep. If he catches up, it will be bad.”
“He’ll disapprove of us?”
“No, he’ll want to join in. And I want you all to myself” she said, effortlessly turning intangible letting her clothes fall to the floor as she strode forward and launched into a passionate kiss. Megan caught her and lifted them both into the air as they made out, gliding over to the bed as she used her powers to make herself naked. They fell onto the mattress and intimately started to explore now they had their privacy.
“You’re not ashamed of me are you?” Megan asked after a few minutes, catching Kitty off guard. “All this sneaking around, not wanting your friends to see us…”
“I’m not ashamed” Kitty told her, peppering her neck with kisses. “I just don’t want things to get complicated, like my last few relationships. Plus, things between the X-men and the Justice League are a little complicated right now.”
“I understand” Megan sighed. She was willing to be patient. It was still new to her too. “So, what should I do if someone walks in on us?” She asked.
Kitty shrugged. “Hide under the covers?” She joked.
Megan laughed. “I could change so it’d seem you were having sex with someone here” she offered, changing her form to look like Logan.
Kitty stared at the rugged man hovering above her, his erection brushing against her sex making her quiver. She almost asked her to put it in and fuck her with it, but somehow making love to Logan felt weird. “If you want to do that, maybe change into someone more plausible” she suggested. “Like Colossus, or Storm.”
Megan raised an eyebrow using Logan’s face. “Storm? Really? I thought she was your mentor?”
“Yeah, a very caring and hands on mentor” Kitty smiled.
Megan smirked, her form shifting into the dark skinned goddess as she leaned down. “If you want to relive some of those student mentor days, I’m sure I could oblige” she said, kissing along Kitty’s jaw.
The young woman trembled as storms fingers caressed her body, biting her bottom lip suppressing a sigh while her pussy moistened. “As hot as that would be, I still want to do this with you. The real you.”
Megan changed back to her green skinned form, but also noted “you forget, my true form is that of a white Martian. And believe me, neither of us want to be making love with that.” Kitty shrugged, pulling Megan back into a kiss as she rolled her onto her back to make out with her more intimately. Megan trembled as Kitty drifted down her young body, the body she likes to operate in most days which humans have noted as being “barely legal”, trailing kisses down her petite boobs and toned stomach, her hands stroking her slim legs as they were coaxed open to give access to the delicate folds between her thighs. Megan moaned as Kitty began devouring her, her fingers clinging to her curly brown hair guiding her deeper. “I wonder which of your tutors taught you how to do this to women?” She muttered.
Kitty smiled as she licked and sucked at the young Martian’s pussy. “I’ve had a few teachers” she explained while she worked her over.
“Like your mentor Storm?”
“Yes. Emma taught me a lot too, and so did Logan. You wouldn’t think so, but he is incredible at eating pussy.”
“I can believe it” Megan replied, receiving snapshots from Kitty’s thoughts of many of these lessons she received over her life. Some of them were very raunchy and steamy. She looked down at her as the young woman licked her cunt, pleasure coursing through her body. “They taught you well” she praised.
Kitty smiled, bringing her fingers to rub her while she replied “I learnt a few other things along the way. Do you want to see?” When Megan nodded, Kitty used her phasing powers to slip her hand deeper inside her pussy so she could reach her g-spot quicker, remembering where it was from the last time her hand entered her (without her powers).
Megan gasped as Kitty rubbed her g-spot, sending her into fits of orgasmic pleasure that blew her mind. She collapsed onto the bed panting, her hips shivering as Kitty extracted her hand and crawled up to her. “Wow. Do you use your powers like that often?” Megan asked once she caught her breath.
“I’m a mutant” she answered bluntly, leaning down to make out with her. “We’re used to freaky stuff in the bedroom. You should see some of the stuff my friends get up to. Iceman loves turning to ice to enlarge his penis. So does colossus. Kurt likes to play with his tail, put it in places we like. And don’t get me started on Toad’s skill with the tongue. Even the likes of Jean or Emma use their powers to fool around. Their favorite is to telepathically seduce people in public areas, let them daydream about having sex in public places or fulfill their fantasies without physically interacting with them.” She looked down at the shapeshifting telepathic Martian, curiously asking “haven’t you ever used your powers like that?”
“I was taught never to abuse my abilities” Megan told her, running her hands over the girl as she sat up. A playful smirk crossed her face as she coyly added “but I have experimented once in a while.”
She whispered some gentle suggestions and guided Kitty up to her knees against the headboard, kneeling behind her kneading her ass with her palms. Kitty waited in anticipation as Megan kissed along her back while mapping out her goal with her gaze. Her hands spread the young woman’s cheeks as far apart as she could before nuzzling her face between them. Kitty shivered as the Martian phased through her body to bring her mouth inside her where her tongue could make contact with her own g-spot. “Oh shit!” Kitty squealed as Megan licked her insides, reaching deeper than any ordinary tongue could reach. She clung to the headboard as she was brought to orgasm in seconds, then another, and another, her body shaking as Megan stimulated her. “I better remember that” she mumbled between moans.
Megan gave her cervix a few more licks before pulling herself out of her body, rising back up to cradle the trembling girl in her arms. Kitty fell back against her only to feel those intangible fingers dipping in and out of her sensitive areas. They explored her breasts and pussy making Kitty whimper as Megan whispered “I could make your mind experience things no human body could comprehend, manipulate your senses without ever touching your body. I could change my shape into any form you desire, be anyone you wanted.”
“I told you, I want you” she repeated sluggishly, her eyes falling heavy from the stimulation.
“I could be whatever you want me to be. As anything you want. I could give myself larger breasts for you to play with. A bigger ass for you to eat out. I could extend my tongue to lick your womb, or grow a penis to fuck you with. I could grow two of them and penetrate both your pussy and anus at the same time. I could grow tentacles and ravish your body every way possible. I could do anything to you.”
With every suggestion Megan offered, she gave Kitty a telepathic snapshot of the possibility, each with the sensations it would bring. Kitty briefly experienced herself being fucked in numerous ways by the green skinned girl, with tongues and fingers and cocks and tentacles, each snapshot bringing her so much pleasure she came over and over. She saw herself in a sixty nine position, her tongue plunging into Megan’s pussy while hers slithered up her anus into her stomach to emerge from her mouth where it licked herself too. She glimpsed a vision of her using her powers to give a blowjob in reverse, Megan’s cock pumping out of her mouth as she held her head still, her balls in her throat vibrating from the moans she made. She lived through an experience of being pinned to the ceiling as Megan floated in front of her, sucking on her nipples while tentacles pumped out of her holes, stretching each other until they pumped sun inside her body to overflow. She knew it was a mental illusion, but it didn’t stop her physical body squirting constantly until she couldn’t squirt anymore. She collapsed against Megan’s chest gasping, her eyes heavy as she looked up at the Martian in awe and adoration. “It feels like we just did all of that” she whimpered.
Megan smiled, kissing her forehead. “In a way we did. And we still can. But right now, I’d rather just cuddle with you” she said, gently lowering the exhausted girl onto the bed holding her in her arms.
Kitty snuggled up to Megan, just enough energy to make out with her as they rested on the bed. She liked this cuddling suggestion most. But the moment she had her strength back, she was determined to put the Martian through her paces until they either passed out or got caught.
Of course they weren’t aware that every telepath in the vicinity, including Jean Grey, Charles Xavier, Emma Frost and even the Martian Manhunter, were spying on them and pleasuring themselves in amusement. Foolish of M’Gann to let her telepathic defenses drop.
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