On her way to gym class, Kitty stopped to go to the restroom. Her head was pounding like a drum after having being graded on a tough quiz. She felt better after taking some Tylenol and got to the gym early. When Kitty saw that nobody else had arrived yet, she sat down to relax a bit. Suddenly, there was a large shadow looming over her. She looked up and smiled. "Oh. Hi, Mr. McCoy."

The Beast smiled warmly and touched her shoulder. "How was the algebra?"

"Don't ask," Kitty replied with a frown.

Beast raised an eyebrow. "Pouty, eh? Well, we'll just have to change that!"

Then the brunette felt herself being swept up into the mutant's brawny, blue arms. "Hey!" she yelped in surprise. "Put me down, Mr. McCoy! This isn't funny!"

Shush!" Beast commanded in a motherly-like way as he cradled her against his huge chest.

"I'm warning you!" Kitty said dangerously, while struggling to get away. But her teacher held her tight.

"Not until you give us a smile!" he teased, then chuckled a bit. He could see the corners of her mouth twitching – which meant she wanted to smile but was trying not to. She didn't want to give him the satisfaction.

"Nope. Not smiling," she said firmly, folding her arms.

Then a mischievous grin crept across Beast's face. "Well… If you won't smile, I'll just have to… Hold you upside down!" With that, he flipped her upside down and held her up by one ankle.

"Hey! Cut it out!" shouted Kitty, swinging around her arms and free leg. She couldn't help giggling at how ridiculous she must have looked. But she was just thankful that none of the other students were around to see this. "I'll give you to the count of three!" she warned him. "One…two…th – STOP! Don't do that, Mr. McCoy!"

The brunette felt big fingers poking around on her ribcage, and quickly put her arms over the area. The Beast smirked and poked her again in the stomach. She laughed and swung her cute little fist at him.

Hm, I really shouldn't do this… It's not very nice. But this little girl needs some cheering up! Besides, I think she'll come to forgive me… In time," Beast thought to himself. Then he began tickling her sides and hips.

"Stahahahap! Eek! Ahahahaha! HEY, QUIT IT!" Kitty squealed, wiggling around like a worm on a hook. Then Beast's fingers traveled to the girl's ribcage and started to squeeze it, though he made sure he was gentle enough so he wouldn't hurt her.

"Y-Y-You big brute! AH! Hahahahaha! Y-You'll be sorry! Stahahahap! Eehehehehee! Mr. McCoy, don't! Nohohohoho! CUT IT OUT!"

Beast chuckled to himself. "Why Kitty, looks like you got yourself a case of the giggles. Now, don't you feel better?"

"N-NO! Heehehehehee! Leheheave me alohohohohone!"

"Almost done," the blue mutant replied. Then he slowly started tracing a finger along Kitty's smooth, flat belly.

"AAAHH! NOOO! NOT THE STOMACH!" she shrieked and dissolved into hysterical laughter. "HAHAHAHAHAHAHAHAHA! STOP IT! QUIT! EEHEHEHEHEE! I-I HATE THIS! NO MOHOHOHORE! UNCLE, UNCLE, UNCLE!"

Then Beast decided it was time to stop, since blood was rushing to her face and veins were starting to bulge. He ceased the tickling assault and turned the girl right-side up, before setting her gently onto the floor.

Kitty sat on her heels, with her head lowered, as she caught her breath. Beast studied her with concerned eyes. "Are you all right?" She didn't answer.

It took her a minute or two, but finally she got her breath back. Then she looked up at the teacher. At first, she was furious. But soon a sneaky smile appeared on her face. "You are soooo in trouble now…"

Beast got nervous when he saw Kitty stand up and wiggle her fingers. "Kitty, what are you going to do?" As if he didn't know.

Kitty smiled devilishly and lunged at Beast, digging her fingers into his ribs. He howled with laughed as she tickled him.

"NONONONO! KITTY! KIHIHIHITTY! HAHAHAHAHAHAHAHA! PL-PLEEEASE! OH NO! STAHAHAHAHAHHAHAP!" Beast fell down on his back, hugging himself and kicking his legs in the air.

"You started it!" She crawled on top of the Beast, tickling him all over. "Take that! And that!"

Beast was so embarrassed. Not only because he was being tickled by Kitty, but because he had just discovered that he was more ticklish than she was.

"Coochie coochie!" The brunette raked her fingernails on his stomach flesh, causing him to go berserk.

"AAAHAHHAAHAHHAAHAHA! NOHOHOHOHOHOHOHO! I-I GIVE! I GIHIHIHIVE! PLEEHEHEHEHEASE! OHOHHOHOHOHOOHOHO! YAHAHAHAHAHAHAHAHAHA! I GIVE!"

Kitty wiggled her slim finger into Beast's bellybutton, making him squeal. "Do you give up, Mr. McCoy?"

"EEEEHHHEHEHEHEE! I ALREADY TOHOHOHOLD YOHOHOU I GIHIHIHIVE UUUP! YOU WIN! YOU WIHIHIHIHIHIN!" There were tears streaming down his flushed, blue cheeks.

Kitty slid off him, then grinned at him in triumph.

Beast gazed meekly into her eyes. "T-Truce?"

"Hehe, truce!" Kitty giggled as she shook his hand.

The End