AN: Hey everyone, this is new story and don't worry I have not forgotten the Esdeath Story. The next chapter will be coming soon. In this X-Men story we have Emma Frost taken what she wants and what she wants is Scott Summers. Now if you really don't read the comics this take place in the New X-men Story back 2001. Basically this is a cheating story and smut with plot. Emma going to make Scott's her by taking his mind, heart, and, soul.

Now there is also a lot weird kinks because Scott had taken over by the mutant Apocalypse so it filled him with so many weird desires about women. I suspect this will be three chapter story, but it long chapters and very detailed with lemons. Anyway hope you enjoy.

Phoenix

Standard Thoughts

"Telepathic communication"

Regular


Chapter 1: Emma's Plan

Emma Frost, the White Queen, the mutant, one of famous X-Men, and arguably one if not the most beautiful women in the world. Emma has had never everything, money, men, women, power, fame, and fortune. But the one thing she wants she has never had. The one thing that she truly never experienced, is love.

No, not sexual love, but true love. As stupid, ridiculous, and childish as that sounds she has never experienced it. Of course the woman has seen it, but no matter what she did she could never get it back the way she wanted.

There is also the problem that she doesn't see many men as her equal, but there is one. There is one man that she loves, that she wants, that she desires, and that is Scott Summers. Scott Summers the leader of the X-Men and the man that Emma loves the most, but there is one problem. Scott is married to Jean Fucking Grey.

Now, normally marriage wouldn't stop a woman like Emma, but it's stopped here because Jean Grey is the host to a cosmic force known as Phoenix and she is a powerful telepath in her own right. If she makes a move on Scott, Jean will know about it and fry her brain in retaliation.

So, here we are. The great Emma Frost sitting in her warm bath tub with a glass of red wine in her hand, she couldn't feel the water since she was in diamond form. She didn't want a red headed telepath to enter her mind.

"How, can I get him." Emma asked aloud, plans after plans were going through her head on how to get Scott Summers not only in her bed, but his heart. She could see that a relationship strain was happening between Jean and Scott, the sexual tension was very loud. Scott hasn't touched Jean in a while...if what the rumors are saying are true. She could use that to her advantage, she is a legal sex therapist.

She could bring Scott into her world, allow him to do whatever he is fantasizing about his wife on her. She knows from their talk in Hong Kong that he has many fantasies that he is trying to block thanks to mutant Apocalypse. She could be his sex therapist, help him.

Yes, that could work, but not for the long term. It's just a psychic affair, an affair yes, but not a real one. She needs to go a step further, but how. Jean will know the moment she enters his mind. Unless...unless she gets help, but from who?

"Who would dare help the evil White Queen take down the great Jean Grey." Emma asked aloud again as she sunk further in her tub. She would have to get out soon, even in her diamond form, she didn't want to ruin her great skin care. The water wouldn't affect her skin in this form, but she was perfectionist like that. Didn't want to take a chance no matter what.

"Why not us mother?" Emma heard the young female voice and turned her head to the door to see it open and in came her daughters. The Stepford Cuckoos, her little mini me's...or her clones. It all depends on who you're asking, but they are her children, her daughters. Celeste, Esme, Mindee, Phoebe, and Sophie. Together the five of them make one hive mind and one group of five scary teens.

The Cuckoos came into their mother's bathroom in their pajamas and quickly turned into their diamond forms. Emma looked at her daughters strangely, it's not usually that the five of them would do something out of the goodness of their heart, especially when it comes to her. They always have ulterior motives. She raised them well.

"We would help you mother." Celeste told Emma, she was the leader of the group if they had one. Emma got up the tube, her naked diamond body flashing her children. She walked over to the sink and put her alcoholic drink down and grabbed a white robe.

Once it was put on, she looked at her children with a skeptical look, but something told her that they were being honest in helping. Call it a mother's intuition.

"Follow me and stay in your diamond form." Emma told them as she walked by them to open the door to enter her bedroom which consisted of a king size bed and a small library that contained many books.

Emma entered her bed and leaned on the pillows that were stacked against the headboard. The girls soon followed next all five of them sitting next to each other as their mother was in the center. After a moment of silence passed between the six blondes, Emma broke the silence by addressing the elephant in the room.

"So, you five want to help me? What's the real reason behind that?" Emma asked, her children could hear the skepticism in her tone and was fine with it. They heard so many times that they are used to it.

"It's the truth, mom." Esme spoke next as the next sister continued on.

"Mr. Summer is not fit for Grey…" Mindee was next.

"You are a better match for him." Sophie was next and last was Phoebe.

"Besides he is the only one that we see as a father. Imagine, mom. All of us together. You, Mr. Summer, and all of us." Emma smiled when she heard that and she could imagine.

She loves Scott, and Scott has been the best role model for her daughters since they came here. He is also the only one that can tell the difference between the five. When she asked how, he said something about body language and personality.

They are all different, but you just have to look closer to see it. When Emma heard that she knew that Scott was not just only the one for her, but the one for her children.

"Scott deserves you, deserves us, for only a Frost can balance a Summer." They all spoke the last sentence at the same time making Emma laugh proudly. These girls were indeed her daughters, she may have lost her eggs, but what was created from the lost was perfection.

"Very well, my children. We will work together to rid Jean Grey from not only Scott's mind and heart, but also this mansion, and ultimately the world. I will not lie to you, we will be committing treason and acts that are so low that we will be lucky if they imprison us if we get caught." The girls smiled when they heard that, they knew of the risk and still didn't care, because they would not fail. Failure was not an option in this mission.

"We understand miss Frost." Emma put up her hand when she heard girls call her that.

"No, don't call me that no longer. Call me by the name you were all supposed to call me. Call me mother or mom, but never miss Frost. You five are my girls and soon you will be his girls. Who knows in time you all will have the Summers name attached to your." The girls looked at each other, the name Summers attached to their name does have a nice ring to it.

"Celeste Summer,"

"Esme Summer,"

"Sophie Summer,"

"Mindee Summer,"

"Phoebe Summer,"

Each of the sisters called out their own name and added the last name of their goal at the end of it. When they said it, they had so much fun run through their cold diamond hearts. It felt like their hearts skipped a beat encased in their diamond armor, but they were not the only one.

"And Emma Summers. Yes, they do have a nice ring to it." All the blondes in the bed smiled as they began to plan to rid Jean Grey and get the heart of Scott Summers.

"So, how will you do it?" Mindee asked her mother and Emma smiled, and told the girls her plan.

"Girls, if you can't overpower your enemy then outthink them." The sisters widened their eyes when they heard that their mother's plan was drastic.

They knew it was going to be crazy going up against the host of the Phoenix, but this was beyond crazy. Still they were not going to abandon her, they would stick together on this mission.

"So, this is what we are going to do and no matter what, you can not think of this meeting that we are having. The moment you do Grey will suspect something and our plans will be ruined. Understood?" The students of the White Queen nodded their heads and when Emma saw that she continued with her plan.

"All right. Esme, Mindee and Phoebe. I'll need you to ask to join her on her trip to Hong Kong. Keep her distracted with low level telepathic interference, also find out what dirty little nuggets she is hiding.

All girls have them. Celeste and Sophie, you two are staying here with me. We will be helping out Scott " Emma outlined and girls nodded their heads in understanding.

"Good, that will be all for now. But before you leave this wrong put up psychic shields to prevent information about our meeting from ever leaving this room.

"Understood, mother." The girls said in sync as they did just that. All of the blondes turned off their diamond forms and put the shield up to prevent Charles Xavier and Jean Grey from knowing about their plans. Jean was the real threat, but if everything goes as Emma planned then Charles won't be a factor at all.

'Celeste can help keep anything that happens here out of the minds of the girls if their shield breaks and Sophie, well I think she needs a bit of misbehavior to round her out more, so she will be helping me.' Emma thought to herself as she laid down to sleep. Tonight she will rest and come tomorrow her plans will begin.


The Next Day

The next day came and the students of the mansion were up and roaming the halls to get to their next class. The ancient halls of the X-Mansion were loud with the voices of the young mutant children that were all trying to become X-Men one day in the future and fight to change the world for mutants.

The older mutants that were X-Men were still at the long table where they ate their breakfast and dinner. The only ones that were there right now were Emma, Scott, and Jean. Scott was in black pants with black shirt wearing a yellow jacket with the X-logo, the same could be said for Jean. Emma was in her revealing white outfit, with the X-log on the zipper of her white corset.

Jean was about to leave for her mission in Hong Kong. The professor got a disturbance and wanted his favorite telepath to check it out. It was going to be a solo mission, but Emma politely asked Jean if she could take some of the girls along. Get them out and let them see the world. Jean agreed, not knowing the true intention of Emma's plan.

Now Emma sat in her chair, breakfast finished as she watched the so called happy couple finish saying their goodbyes. "I'm heading out, Scott." Jean told her husband as she got up from her seat.

"Ok, honey. Good luck and be careful." Scott told her as he got up and kissed her on the cheek before leaving to teach his next class. Emma didn't make a face, she controlled her emotions as best she could. She hated seeing the red haired trollop next to a man she didn't deserve. Scott deserved to be next to a woman who understands and won't change no matter who he is.

"Celeste." Emma contacted her daughter and heard a reply back.

"Yes, mum."

"Scott is heading your way, get ready." Emma told her daughter as Scott began to walk down the hallway, the same hallway where her daughter was. Meanwhile Emma called Jean before she left for her mission in Japan.

"Emma, are you girls ready?" Jean asked in an impatience tone, she tried to hide, but it slipped and Emma hid her emotions behind her mask. The red headed woman will get what's coming to her soon, but for right now she has to play the long game.

"They'll meet you at the Blackbird, I just have an assignment for them to work on while they're away," Emma answered coolly as Jean began to turn away. Her destination was the hangar where the black bird resided.

Emma waited until she was a few steps further away before calling her name again. "Jean?" Emma asked, her tone reluctant, but she knew she had to do this. Jean turned her head, her deep green eyes fixed on Emma.

"Would you mind doing some telepathic exercises with girls? They are getting used to my approach, and it'd be good for them to get some fresh perspective." Emma asked of her rival hoping she would take the bait.

Emma sat in momentary anticipation, hoping that the woman would say yes. Jean taking the three of the Cuckoos was integral for the plan. If she didn't then it would fail before it could even begin.

Emma inwardly smiled when she saw Jean's expression softened for a moment. "Sure." Jean replied to Emma, accepting to train her students making Emma smile for the first step in her plan was about to begin.

After the talk with Emma Jean turned back and left the kitchen. Emma waited until she had passed the threshold, before she permitted herself a sly smirk.

"Dumb, bitch." Emma whispered to herself as she turned to make her to another destination. "She is always so eager to teach, something that I will take advantage of." Emma arrived at the door of her daughter's room.

When she opened it she saw Emse, Sophie, and Mindee dressed in their school uniform. Emma smiled when she saw them and stepped into the room to discuss the next phase of the plan. The phase that will rely solely on these three.

"Alright girls, as I explained. This will be a true test of your abilities and what I've taught you. One dazzles, the others work, and you each take your turn. If there is any issue, you abandon it, I can't have her suspicious, not until it's too far gone." Emma told them firmly and each girl had the look of seriousness on their face. They knew what was at stake and they knew what they could achieve if they succeeded. They will not fail. They will not fail their mother, their future father, nor themselves. They will get the family that they deserve.

"We won't let you down Miss Frost." Esme affirmed.

"We'll do what you need us to do." Mindee agreed.

"She won't know a thing." Phoebe assured confidently.

When she heard all the girls reassurance she smiled with pride knowing that her girls knew the goal at the end of this. But the smile quickly faded as she reminded her daughters that they will be going up against a master telepath. They needed to be careful.

"Be smarter my girls, do not overpower."

"Out think her." The Cuckoos said in synch, making Emma nod her head.

"Good, now go. Don't want to be keep Mrs. Grey waiting." The girls nodded their head obediently and soon grabbed their bags. Once they grabbed them they made their way to the hanger to meet Jean and begin their plan of infiltrating her mind.

'Now let's see what Celeste is doing.' Emma thought of her daughter as she made her to her office where she will wait for Celeste to report on Scott.

Scott was walking down the hallway when he heard his name be called from behind him. " ." Scott turned around to see Celeste of the Cuckoos in her school uniform and with a smile on her face.

"Hi Celeste, what can I do for you?" Scott said with a gentle smile, and that made Celeste smile for he got it in one try. Scott Summers truly is the only one that can tell the Cuckoos apart.

"Yes, well done. One out of five. Can I talk to you about something?" Celeste asked quietly and the man nodded his head. He looked concerned figuring that something was bothering the girl if she had to come to him.

"Sure, what's up?" Scott answered in a soft tone that made Celeste feel all warm inside. It felt like she could trust Scott with whatever is bothering her and he wouldn't tell anyone. Almost like a father that will always be there for her and her sisters. Before Celeste answered Scott, she paused.

"What do you do if your relationship doesn't have the same spark to it?" Celeste asked after a moment of silence and the question caught Scott off guard for he blinked in surprise. He hadn't realized Celeste was involved with someone.

'Hell, I didn't think even man would be brave enough, but good for her nonetheless. They can be different, but once you get through that diamond, I'm better than you exterior the girls are a pleasure to be around.' Scott thought as he was about to reply to Celeste's question, but before that the blonde telepath continued.

"I suppose I came to you because you could offer an outside perspective. But maybe I should just ask Miss Frost, she always seems to know what to do," Celeste reasoned as she was about leave, but Scott stopped by calling her name.

"Celeste, wait." The older man X-Man stopped the Emma look a like, making her turn around to listen to what he had to say.

"Well Celeste, perspective is always a good idea, but I'm unsure Emma would be the right person to talk to." Scott said warily, he knows how Emma could and how descriptive she could be. These girls were young and Emma could be...to vivd sometimes especially when it comes to talks about sex.

"Well Mrs. Frost is qualified in therapy and relationship counseling." Scott blinked behind his red shades. He didn't know that Emma qualified in that sense.

"I suppose I didn't know that, but ,maybe she would be a good person to talk to." Scott answered honestly. He was speaking for Celeste, but already began thinking of it for himself, especially with things between him and Jean so strained.

'Maybe it would be a good idea for me to talk to her.' Scott thought and it was loud enough for Celeste to hear. She inwardly smirked as the plan was moving smoothly.

"You're right Mr Summers, if there's an issue affecting you perhaps Mrs. Frost is the one who is able to help then maybe you and I should talk to her." Celeste reasoned with Scott, not trying to force him, but wanting him to come to the decision himself. Celeste could see that Scott was mulling over his decision, he looked close, but even she wasn't certain.

She could probe into his mind, but if she did that then he would know and that would alert Grey to their plan. So for now she would just have to hope that the leader of the X-Men goes to her mother on his own free will.

"Thanks for the advice, Mr. Summer. I need to get back to class now, bye now." Celeste quickly turned around to leave Scott in the hallway still thinking on what he should do.

But unknown to him the girl that was leaving had a smug grin on her face. Her family was one step closer to achieve what they want and soon she will have the summers now attached to her she got around the corner she ran into her twin, Sophie.

"How did it go?" The other Cuckoo asked her sister and Celeste smiled.

"It went well, he is thinking about the decision to see mom now. It's only a matter of time before he goes." Sophie smiled and looked happy, their dreams were coming true. All of them together, her sisters, her mother, and soon her father. Together as one family, a Summer's family.

"Come let's go, we have to get back to class." Celeste told her sister as she grabbed her hand and both blondes soon made their way back to the classroom, but not before telling their mother the news.

"Mom, I gave the advice." Emma smiled in her office when she heard that, everything was going smoothly. If she continues to go at this pace then she has Scott in her bed and soon be in his heart long before Jean and the girls come back from their field trip.

"Good work Celeste, be sure that Sophie keeps an open mind. I'll be checking on the others later tonight. Now, leave me until later. I have a patient to prepare for." Emma thought as she opened her desk drawer and removed a bottle of perfume. Emma sprayed the perfume all over her neck, wrist, and breasts.

When done she looked herself in the mirror, flawless makeup, slightly tousled hair, perfect skin. Everything perfect for her meeting with Scott. She tracked Scott psychically as he was walking through the settled into a high backed chair and put her feet up on the desk.

Emma picked up a copy of 'Tender Is The Night' and leafed through it as Scott slowly made his way to her study. Soon there was a knock on her door and she smiled because she knew who it was.

"Come in," Emma answered and soon the door slowly opened to reveal a stoic Scott Summers. Emma could see through the act, he didn't want to be here, but knew he had to be here.

When Scott arrived inside the office his nostrils were attacked by the perfume. He ignored it though and looked around to see Emma sitting in the leather chair with her feet up on the desk.

Scott got a good look at Emma's body through his ruby shades and honestly he forgot how great of a figure she had. He gazed from white boots up to her leather leggings, that wrapped tight around her shapely legs, which stretched almost impossibly to a curvy waist.

Then to her bare midriff, which was smooth and toned up to a full bust, contained in a white bustier. She playfully tossed her ash blonde hair around her shoulders and it landed on her pale, smooth neck.

"Emma?" Scott asked, making Emma look up from her book. Scott felt a tingle across his skin, he had never realized Emma's eyes were that icy-blue.

Scott got the distinct impression they could convey mischief and perhaps more. Her eyelashes long, her mascara light, her pouty lips with pale lipstick, her fine cheek bones lightly made up.

"Yes, Scott?" Emma asked curiously, a smirk on her face as Scott tried to recover himself. He focused his gaze to the book and saw that he didn't know what the title was.

"What are you reading?" He asked nonchalantly, eager to keep his mind off her appearance. He tried very hard to not focus on her body, on those luscious breasts that were eager to come out of her corset.

"Tender is the Night. Have you read it?" Emma asked honestly and Scott shook his head, he had not.

"No," Scott answered honestly, making Emma shake her head. It was a good book.

"You must Scott, we can hardly teach pupils if we aren't well read. Now, what do you need? What brings me to my office?" Emma asked with some eagerness as she stood with a flourish and handed Scott the book.

Scott took it in his hands and looked at the title and cover, it looked interesting. But time for reading will have to wait, he was here for more serious problems.

"Well, I was wondering if I could speak to you regarding something…sensitive?" Scott asked cautiously, he didn't know where to begin or even how to put hit, but for Emma this was the true first step into her plan, her plan was beginning to move. Soon, soon, she will have everything that she wanted.

"Have a seat Scott, relax. I'm a qualified therapist and I will of course observe confidentiality. Nothing that we say will leave this room." Emma answered honestly, she was correct about that. Nothing they say or do will leave this room, it will stay a secret. She sat up on the desk and crossed her shapely legs.

Scott tried to avoid looking at her legs with his eyes and instead his gaze lingered on her chest for an instant. The fearless leader had to take a breath of air and release it as he went back to the problem at hand and not the problem in his pants.

"It's just, Jean and I have been through so much together over the years. Yet, things are…tense lately. I just don't know if things have changed too much. Or how to tell her how I feel. I suppose that's why I'm here talking to you. I need your help to help me fix my marriage with Jean." Scott explained and Emma nodded her head, she understood the problem and she will help, but not with fixing his marriage.

Emma could care less about that, no, she will help him see his true self. She will make him better, whole, she will fix him for their marriage.

"Well Scott, I think you've come to me just in time. What I will say is this," Emma began and paused. This was the first obstacle, she had to get Scott to trust her, over his gut.

"Given our…disagreements in the past, I think it'd be wise we keep this between ourselves rather than involving Jean. At least until we're ready." Emma added, she was being honest when she said that, in a way. Jean will get involved, but by the time that happens it will be too late.

Emma internally worried because Scott's expression shifted when she mentioned not involving Jean. Emma could practically hear his internal debate without her telepathy, he has to keep a secret from his wife. But luckily for her, Scott accepted.

"Ok Emma, I trust you." Scott answered slowly making Emma smile, that smile showing her pearly white teeth.

"Good. Scott for me to best understand this, is it alright if we converse telepathically? It allows me to gain a far greater appreciation of the situation far more rapidly." Emma explained logically and Scott was hesitant at first.

This was the second obstacle, she had to get Scott to open his mind to her. No one had been in his mind except for Jean and the Professor, especially after the whole Apocalypse fiasco, but he did say that he trusted Emma.

"Alright Emma, but if I get uncomfortable, we're done here." Scott told her firmly and of course Emma understood. If Scott got to...aware of what's really going on then he would kick her out faster than her father did.

"Of course Scott, relax. You're safe with Auntie Emma." Emma said with a smile and extended her telepathy to reach his mind. Scott opened the door to his mind and soon found Emma outside.

"May I come in?" Emma asked to officially enter the mind of Scott. Scott nodded his head as he allowed her further access.

"Sure. " Scott answered as he opened the door to his home. Emma stepped inside his office in the mansion. It was a cognition, it would make sense. Scott was raised in the mansion, it's been his home for decades.

"Scott in the interest of trust would it be alright if I changed the scenery to something a bit more…neutral?" Emma asked, trying to further the trust between the two. This was the third obstacle she had to hurdle.

She had to get Scott used to her presence and her influence in his mind. If she succeeds in that then she begins to make the changes necessary to shatter the statue of perfection that is Jean Grey.

"Fine," Scott replied as Emma could feel wariness rolling in waves from him. The room shifted and they stood in a psychic representation of the mansion's kitchen.

"Is this alright?" Emma asked gently, not trying to force him into something. She needs to tread carefully as he continues to move.

"Yeah, this is fine," Scott answered calmly, it was fine. As long as it was nothing too crazy. Emma sensed his relaxation and indicated a chair with its back to her, wanting Scott to sit in it. Scott shrugged his broad shoulders and sat in it, seeing no problem with it. Meanwhile Emma began skimming, she created a psychic double of herself while he wasn't watching her.

The double walked around to the other side of the table and began speaking to Scott about his issues. While the real Emma however, carefully slipped out of the kitchen and walked down the hall all without Scott knowing.

She was very considerate of the fact Scott had been with a telepath for a long time, so she made extra efforts to travel through the recesses of his mind undetected. She had to be careful or risk detection.

Meanwhile her double was asking him about his marriage, learning the doubts and concerns he had, while Emma herself made her way into the more interesting corners of his mind.

She spotted a portrait of Jean on the wall. She glared and growled at wanting to rip to shreds. Wanting to rip that smug look of the portrait. But Emma calmed herself, there will be time for that, but not now.

"It's good you're such a kind teacher, my girls will learn a lot about you." Emma sneered as she made her way down the hallways that were filled with memories of Scott. She opened doors to hidden thoughts, secret desires, and other deliciously personal things. When she stepped in the door she was bombarded with so many desires.

His fantasies, his feelings, it seems Jean was not the only one he fantasized. Scott had many fantasies with another long time X-Man in Storm and Rouge. But not only that, Scott's mind had so many dark...desires.

Desires that he wanted to act upon, but couldn't since he was the husband of Jean Grey. It would break her heart to see her husband having such...lewd and twisted thoughts. But not for her, Emma has seen darkness and accepted it, so she will allow Scott to accept it as well by admitting what he wants to do.

"Well Scott, you've given me a lot to think about." Emma smirked as she closed the door, she learned so much about Scott, information that will prove useful down the road.

While Emma was leaving the memory door, her double was still talking to Scott. That they had made good initial progress, but this could be a lengthy process.

As their conversation was coming to end, Emma quickly returned to the kitchen and stood at the entrance. She arrived at the door and paused. Emma had to get the timing perfect, or Scott could realize there were two of her there. That would be a conversation that she did not want to have.

As she could feel the double begin to disappear and the room fade, she opened the door and stepped through, closing it behind her. The double slipped through the closing door, with Scott none the wiser.

"So Scott, how was that?" Emma asked as both X-Men had returned to reality in the office of Emma Frost. Scott opened his eyes. His first sight was the striking figure of Emma Frost.

"That was good," Scott admitted, he did feel better in mind. Nothing felt out of place and he felt like he got enough of his chest, but not all of it of course.

"Good, how about we do another tomorrow?" Emma asked and Scott was fine with it. He could tomorrow, as long as no Sentinels attacked.

"Sure Emma, why not," Scott replied as he got up and left the office, none the wiser of what really transpired in his mind. When the door closed Emma let an evil smile appear on her face as everything was going according to plan.

Now all she had to do was wait out that day, when classes were over and everyone was in bed she would go down to the lower levels of the mansion and get into the Cerebro room to contact her daughter.

When nightfall came Emma went down the lower levels of the mansion, the levels where the X-Men true base was. She made her way past the war room and went to the end of a hallway where the sealed door was located. Emma had waited as light appeared and scanned her to allow her access to what was inside and inside of a helmet.

Emma walked down the catwalk and placed Cerebro on the crown of her head and felt her powers flare. With Cerebro a telepath was their strongest and most powerful. They could access all minds with just a thought.

"Mmm, a girl could get used to this." Emma mused to herself as she locked onto the girls and formed a psychic classroom for Mindee, Esme and Phoebe to speak with her in. When the girls felt contact from their mother they entered the classroom and with their mother sitting behind the desk.

"Well girls?" Emma asked her daughter for a report.

"Well...we didn't get much on her relationship, but we did start on the other project." Mindee said as Emma smiled, she looked into their minds. She made a note of their observations and returned to her own mind.

"Good work girls, anything else?" Emma told them approvingly, making the clones smile that they made their mother proud.

"Well while we were making notes and adding the cues, there was a tingle." Esme commented making Emma worry thinking that it was Grey, but Phoebe calmed her down.

"It wasn't her, she doesn't suspect a thing." Phoebe said calmly and Emma relaxed. She won't lie, she was worried there for a moment, but she still didn't know who this presence could be. She began to think and as she did so she came to the conclusion that it could be one thing and one thing only. If what she believed is true then she would truly need to be careful.

"Proceed carefully. How long until she returns?" Emma asked her children and Esme was the one who answered.

"She said a week maybe?" Esme told her mother, making her nod her head.

"We can stretch it a day or two more if need be." Phoebe said confidently, the three of them should be more than enough to delay Jean Grey.

"If you can, do so. But don't risk discovery. Keep working on your project, focus entirely on that." Emma said firmly as she ended the meeting and returned back to reality. When she was done communicating with her three daughters she removed the helmet and remained seated.

Emma went over everything that the Cuckoos told her and grinned widely. An entire week. That was more than enough time to finish her work on Scott. Things could get very interesting leading up to the return of Jean Grey.

After leaving Cerebro Emma returned to her room and now was lying in her king sized bed, sleeping. Her body was fast asleep, but her mind was in the Astral Plane. She was dressed in her costume, her white cape dragging behind her as she made her way to the edge of a pit.

She squatted and peered into the pit. As she looked deep down into the pit she saw a light at the bottom. The light seemed to be a fire that burned brightly, the flames dancing hypnotically of their own free will.

Emma felt a heat from behind her and quickly turned around to be face to face with a blazing, winged figure. A figure that the X-Men had many times, a figure that brings fear to kingdoms in the universe, a figure whose powers can burn away all of existence. The Phoenix.

Emma stood proudly as she was face to face with the cosmic being that was using Jean Grey as a host. This was the disturbance that her daughters felt, her daughter's were right. It was not Grey, but the fire bird itself. The question is now: Why has the Phoenix come to Emma and will it kill her?

"You are Emma Frost, we know what you're doing." The Phoenix intoned as she...it glared down at the puny human below her. Emma though for all her credit showed no fear as she batted an eyelid, she refused to give this being the pleasure.

"Does Jean know?" Emma asked, aware of the level tone she had heard from the beast. The fiery beast stared down at Emma, curious at the blonde telepath.

"No, she does not." the Phoenix answered shortly and simply. The answer caught Emma by surprise, she expected that the cosmic being would have gone running to Jean, telling her that some woman was trying to take what was hers. But instead the Phoenix didn't, Jean was still none the wiser.

"Well, do you know why I am doing it?" Emma asked warily, still unsure what to think about the beast. The Phoenix could easily kill right now if it so wished, but it didn't. Instead it was keeping her around, almost like it caught a liking to her.

"We are aware, and marvel at the audacity. No one has ever dared to challenge us or our host the way you have." The Phoenix chuckled making Emma raise one of her perfect blonde eyebrows.

"Well given your power, you probably know if I'll succeed or not?' Emma probed seeing if all of this is worth it. The Phoenix paused before answering her, and its answer surprised Emma.

"In all, but a handful of futures you fail." The cosmic beast told Emma and the telepathy registered this. Even with this information given to her she smiled.

"How about we keep this conversation to ourselves. You must be curious to see if I'll succeed in this mission of mine."

"Indeed I am." The Phoenix replied, making Emma smile, she stepped up to the beast without fear and told it something.

"Very well, challenge is accepted. You will not interfere, let Jeannie figure this out for herself. Also when I win I promise to give you something special, something that you have never had." Emma told the beast with confidence, she was not going to lose this battle with Grey. She will have everything that she has.

The Phoenix chuckled before responding to Emma. "All right, White Queen, we will retain this information from our host for now. But now we know this, we will speak again." The Phoenix vowed as it returned to Jean Grey who was miles away and Emma returned to her own reality.

When she returned to her body and she woke in a cool sweat, it was dripping down her body, her breasts heaving for her heart was beating like a drum.

Emma laid back down and continued to take in deep breaths. She replayed what was told to her just a few moments and despite the information she had just received, she smiled to herself.

'Well, that was an unexpected opportunity.' she thought to herself, before returning to sleep. Some new changes have presented itself in her plans, but the goal will still be the same Jean Grey demise.


The Next day

The next day had come and Emma was in her office, sitting behind her desk as she waited for Scott to arrive for another one of their scheduled appointments. There was a knock on her study door while Emma was reading. She knew that it was Scott since it was the exact time of their appointment.

"Yes?" Emma asked, she was stretched out in her chair with her feet up, reading The Great Gatsby.

"Can I come in?" Scott asked, making Emma's heart skip in anticipation.

"One moment," The queen answered, before getting up she reapplied her perfume. She returned to her chair and book.

"Come in," Emma told and seconds later Scott entered the study. Emma's copy of Tender is the Night in hand. She smiled knowing that he was reading it.

"Thanks for the book." Scott said graciously, his eyes wandered over her appealing form, before he berated himself internally and looked up at her stunning eyes.

"Well Scott that was quick, you must read this next," Emma said, handing him her book, inwardly pleased at his attention.

"Yeah, I didn't really sleep," Scott explained, his fingers brushing Emma's while taking the book. Her skin was smooth and warm. He felt a tingle shoot up his right arm. It was so strong that he had to swallow a lump in his throat.

"Well Scott if you'd like to relax, we can proceed and perhaps delve into the cause of your problem." Emma suggested and the leader of the mutant team nodded his head.

Scott settled into a chair, he took a deep breath and closed his eyes. Emma looked at him before beginning, she was surprised at how quickly he was embracing this. She permitted herself a sly smirk before she extended her mind to Scott.

Soon she appeared in his mind standing in the psychic kitchen again and gestured to the same chair as before. Emma did the same thing as before, she asked Scott to sit, which he did and while doing so she produced her double, who sat opposite him. All while she was free to leave the kitchen and wander the hallways of his mind.

She was more familiar with his mind this time and found herself in the more distant corners quickly. Emma had also noticed that the décor of his mind, the mansion, it had shifted slightly.

However she did not have to marvel at it as she heard footsteps ahead of her. She carefully stepped into a door frame and closed the door slightly so that she could peer out.

As she was watching an apparition of Jean was walking down the hall towards her. She quickly closed the door so that the bitch wouldn't find her.

No doubt a security measure that has been created to prevent Scott's mind from being changed. Emma is not worried though, she will get past it. She closed the door and entered the room. Inside was a bedroom, but It was a simple bedroom with a normal double bed.

"This won't do at all. Don't worry Scott, I'll make something worthwhile from this." Emma murmured to herself as she focused on putting a shield on the door to make it seem like it hasn't changed.

She didn't want the security to come to her nor did she want Scott's defenses to realize that something was occurring deep in his mind. Once she was happy that she was going to remain undetected, she turned her attention to the rest of the room. Emma smiled as she began to make some changes to the room. Changes that would suit Scott and her.

The room's double bed was soon replaced with a king sized bed with rich, scarlet sheets. The room dimmed and was filled with the scent of Emma's perfume. A fireplace appeared in the wall opposite the bed and a fire roared within. The walls were paneled with rich mahogany and the floors were the same. When Emma was finished she looked proudly at her creation. It was dark, sensual and stunning. It was bedroom fit for a king and queen.

"Now this is more suitable. What will Scott put in here I wonder." Emma mused to herself, but for starters the first thing that goes in this new room of his, is her. She could be in here, more specifically she could go on that bed all naked and awaiting for him.

Emma was getting hot just thinking about it. Scott plowing deep inside her all rough, while her head faced first in the pillow, his hands on her hair pulling it backwards like he was trying to rip it off. That was just one of his dark desires that Emma had seen.

Emma could already feel her pussy getting wet, but she had to calm herself. The mission was not done yet, when it was there would be time for all the fun. Though when the mission is complete the next thing that goes in this room is some portraits, specifically one of them, then maybe a wedding photo of them, and certainly they must have one with the Cuckoos. Yes, that would be perfect.

Even as Emma began to leave the room Scott's subconscious began setting a scene of what he wanted and when she looked back she saw one part already completed. She saw a picture on the night stand of her daughters and Scott. The man is the father that they will have...very soon.

"This is a good start, but I think some of my other ideas had merit." Emma sniffed and carefully adjusted certain details. After adding the rest of details, which were a picture of herself on the nightstand.

Emma also added herself to the picture with Scott and the Cuckoos, his arm around her. When she was done on Scott's subconscious and once it was toward her satisfaction, she went to leave.

'Actually, if I'm going to be counseling Scott frequently, I best plan accordingly.' Emma thought as she produced another double, that second double was set to concealing the door from Scott's active attention. With the door concealed successfully, she changed it to a dark wood that more suited the interior.

She sent her double on its mission, before returning to the kitchen in time for her original double to conclude the session. When both X-Men returned to reality, Scott opened his eyes to Emma's form and he felt his mouth very dry. He licked his lips which didn't go unnoticed by Emma.

"So Scott, how was that?" Emma asked sweetly and Scott coughed into his hand trying to regain himself.

"That was…great." Scott admitted, he truly enjoyed that session and he enjoyed the time with Emma. Not knowing what was truly happening to him.

"Same time tomorrow?" Emma asked and didn't even hesitate to reply. He just wanted to be back with Emma for another session of his therapy.

"Sure, Emma." Scott replied quickly and eagerly, something that Emma noticed. It made her smile as he was slowly becoming hers. It is now only a matter of time. Scott got up to leave, but before he left Emma gave him the Great Gatsby to read and he took it. He enjoyed the first recommendation from her.

As Scott walked out the office with a more pep in step he was oblivious to the fact that two of Cuckoos were around the corner watching him. Celeste and Sophie watched Scott walk to his next destination, less tense than usual. They looked at each other and smiled because their mother's plan was coming along nicely.

They did not stay for long as their mother communicated with them telepathically and told them to get back to class, but she did tell that she will keep updated on their...father's progress.

Nightfall came and Emma was in Cerebro, the helmet on her head. She was tired from her day of planning and fixing Scott's mind, but she needed to push through this to get an update from her girls in Hong Kong.

"Girls, update." Emma called to them, she was already in the classroom that she constructed for their meetings.

"More progress on the project." Esme told her as she now entered the classroom and soon came to Mindee.

"No tingle this time, " Mindee added as the final Cuckoo came in the cognition of the classroom.

"She is none the wiser." Phoebe finished and as Emma gathered their information, she felt herself feel a tinge of pride.

Her girls were doing an excellent job of completing their assignment. They were certainly a joy to watch work. She was so proud of them and she let them know it.

"Good work girls, I'm proud of you. Update me on her travel plans as soon as you know." Emma told the blonde teens making them widen their eyes in surprise that their mother told them that she was proud. They all smiled happily and will continue to do their work.

When the meeting was over Emma took off the helmet and walked back to her room tiredly. When she got to her room she changed into her white nightgown and was curious on what Scott would dream of tonight.


Scott's Dream

Scott laid in bed sleeping peacefully, but deep in his dreams soothing was happening. He is in the mansion, the kitchen to be exact. Scott was leaning on the door fame as he watched at the table five girls with blonde hair laugh and joke about a new boy band. Scott watched the girls with a smile on his face...a smile that would be found on a father looking at his daughter.

The girls looked at the man and waved at him, Scott waved back, but soon shivered when she felt someone wrap their arms around his shirtless chest. The next thing Scott knew was that he went from the kitchen to a room he never had been before.

The room was dim, paneled and floored with dark wood, and filled with a king sized bed. He leaned over and felt the crimson sheets, they were silk and smooth. Scott wondered how he got here, but he would soon get his answer when he heard his name called.

"Hello, Scott." Scott turned around to see his wife in front of him, but the outfit she had on made him widen his eyes behind his ruby shades.

It startled him because Jean was wearing Emma's costume when they went out in the field. It was an exact replica, cape and color. The only difference was that it was Jean's crimson hair instead of Emma's blonde.

"So Scott, I know you've thought about dress up for sex. Is this what had in mind?" Jean asked him sexily with a smile on her face as she posed for him. The pose showed so much of her tone, stomach and her breasts.

Scott could smell an enticing scent coming from her as , but he couldn't quite place it. The man brethren became rigid as he tried to control himself, dark desires of what he wanted to do his wife plaguing his mind.

"It's ok, Scott." Jean came close to him, moving her mouth to his ear.

"Go ahead and do...whatever you want." Scott noticed his wife's voice turned into some kind of British accent, but he didn't care as he grabbed her arms and began to kiss her vigorously.

His tongue dancing on hers, no, it was not dancing. Scott tongue was dominating hers. They fell back on the bed and as they were kissing, moaning could be heard from Jean as Scott turned her over and he continued to kiss her. Scott moved his lips away from Jean so he could now hear the loud and lustful moan coming from her.

"Ohh, Scott! Ahhn!" Jean moaned as Scott began to attack her neck. Kissing, sucking, and even biting it. He would never do this to the real Jean, but since this was a dream it was fair game.

As he tore her neck apart, Scott slowly peeled Emma's costume off of Jean's body, while she tore the pants off him. Soon revealing her chest and soon moving his mouth to eat it.

Once his mouth reached Jean's left nipple, he played with the right one with his hand. Pulling it and pinching, he was not going to be gentle. He was going to release all his stress on his dream of the woman he wished he could do.

Scott went lower as his hands had gotten to the pants of the white costume, he wasted no time in removing them. He really didn't since he ripped the soft fabric to pieces, revealing matching white panties. Scott smiled when he saw them and took a sniff at them. He then licked the pussy that was concealed by the panties like a shield. The lick made Jean moan loudly as she couldn't longer wait.

"Scott, dear, hurry. Please!" Scott heard the begging tone in his wife's voice and removed the panties, he then lined up his dick with her entrance, but before he could penetrate her for some reason he stopped. Something was wrong, something was missing. Jean could see that he was looking at her hair and smiled at him.

"This is cosplay, so it only makes sense that I become the one that I'm playing. " Jean commented as she changed her hair to the crimson to the yellow blonde and her eyes turned to an icy blue color. The same hair and eyes of Emma Frost.

When Scott saw the change he smiled for he now got what he wanted. Scott wasted no time in plowing into the blonde haired Jean Grey with vigor. Scott was like an animal as the sounds of flesh rang through the room of the dream and Jean loved every minute of it.

"AHHH! OH, GOD! Scott, harder! Do me harder!" The blonde woman pleaded and Scott obliged as he turned over. Now in a doggy style position, Scott treated Jean like a bitch as he fucked her. He drilled into her, his dick touching her womb and bringing her near climax.

"Oh, I'm going to cum!" *Slap* "Ah!" Jean was caught off guard by the hard slap on her face, she looked back at Scott with a smile on his face as he did again even harder this time. Scott lifted his right hand and slapped her ass. The sounds of flesh smacking the ass of Jean Grey was coupled by her moans.

*Slap*

*Slap*

*Slap*

*Slap*

When Scott stopped his hand he saw that Jean right ass cheek was a crimson color, and he loved it. He was still drilling in as the headboard clanged against the wall.

Scott lost himself in his lust and desire. He was ready to cum, so he grabbed a fist full of her long blonde hair and pulled it back like he was trying to rip it off. Jean screamed in pain and pleasure as she felt release coming. She couldn't hold it anymore and neither could Scott.

"Scott! I'm...I'm cumming!" Jean screamed as Scott felt his balls tighten, the leader grimaced as he let loose a torrent of cum.

"I'm cumming...I'm cumming Emma!" Scott called the other woman's name, but just as he released his stress, his seed into his wife that was looking like another woman he was starting too fancy. When he was done everything went white and the dream ended.

Everything went white and Scott awoke from his sleep with a gasp of air. He widened his eyes behind his shades as the dream he just had was still in his mind.

Scott took deep breaths to calm himself, but he felt something wet in between his legs. Scott moved the cover and saw that his pajama pants had a wet spot in the middle of them. He blushed in embarrassment for the great Scott Summers who had just had a wet dream.

To be Continued