A/N: Wootness! New Chapter time!!  =^_^=  Thanks to: Z-Chick, Vulcaine7, Cousin Mary, LotR-FaNAtiC, Your Worshipfulness, LeDiz, Declared, Vampire-Jesse, BrokenPromises, oxygen21 and An Anti-Sheep Cheese Muffin.. Wow… 32 reviews *cries* I am so happy! Please remember, that it makes me really happy if ya press that little button on the bottom and review my story. And once again thanks to my super duper beta reader Kasdan.

WARNING! DANGER WILL ROBINSON! =^_^= This part is urm.. kinda *blushes* … Aw heck, I won't beat around the bush, it's smut. Soo… If you find sex and such offensive, I suggest you skip this chapter..  If you like that kinda stuff, read on… Okay.. Now, onto the story.

Kurt tentatively made his way up the mansion steps towards Ororo's room. The spade tip of his tail twitched in nervous agitation. Ororo had yet to show up for their nightly chat. His first thought had been that she had finally had her fill of his company, but he quickly banished that idea out of his head. He had come to know her personality during the past two months and Ororo was the type of person who was up front about things. She would have told him if she wasn't going to show up. Plus, it seemed that she enjoyed their chats almost as much as he did.

His tri-fingered hands clenched at the frayed edges of his t-shirt in nervous frustration. Kurt was enjoying the time he spent with her a bit too much. He was well aware that being with Ororo was like playing with fire. Being so close to her every night was both bliss and torture. Her enticing scent: a mixture of jasmine and sandalwood; the feel of her hand on his arm on those occasions that she touched him… those were pure temptation.

Kurt took a shaking breath, and shook his head to clear his troubled thoughts. Blinking a few times, he realized that he was now standing in front of Ororo's door. He debated whether he should knock or run back to his room with his tail (literally) between his legs, when he heard a piercing scream come from inside the room.

Pure instinct took over as he teleported inside, appearing mere inches away from her bed. Had he not been so concerned over Ororo's welfare, he would have cursed himself for being stupid enough to blindly teleport into a room he had never seen. But currently none of that entered his mind as he saw Ororo. She thrashed on her bed, caught in the tight grip of a nightmare, trying to escape the bed sheets that had tangled around her lithe frame. Her hands crawled at some unseen enemy, and frightened whimpers escaped her lips.

"Ororo?" he whispered softly. She flinched away from his voice and tried to curl into herself. Kurt stoked her arm lightly and kept his voice at a soothing tone.

"Liebchen, please wake up." He cooed softly, drawing her trembling form into his arms "You are having a nightmare."

She stiffened slightly, her eyes opening wide and unfocused. She clung onto his as if he was a lifeline, her breath coming is short gasps. Finally her dark eyes met his golden ones.

"Kurt?" came her quavering voice as she clutched tightly onto him. He stroked her silken hair in an attempt to calm her.

"It's alright, Liebchen," he whispered, "It was just a dream.."

"Oh Kurt…" she cried, pressing her face against his chest and wrapping her arms around his neck. He just held her tightly and slowly rocked her back and fourth, murmuring soft words of comfort. Finally her sobs tapered off into soft whimpers, then finally to silence.

"Thank you…" she whispered into his slightly damp chest. Kurt chuckled softly.

"Is nothing," he smiled, holding her close. Suddenly he realized that his tail had, at some point, snaked around her waist and was lazily drawing circles on her back. Kurt flushed and unwound the offending appendage from around her waist. "Er… Sorry," he mumbled, thoroughly embarrassed. "It has a mind of it's own."

Ororo chuckled softly. "It's okay... I don't mind..."

"Maybe I should go now," he stammered, but she tightened her arms around him.

"Stay..." she whispered and Kurt could hear the note of fear that entered her voice, as she snuggled into his chest. "Please?"

Kurt fought a mental battle with himself. He was afraid that if he stayed he might not be able to fight off his impulses. On the other hand, Ororo was deeply distressed, and it would be wrong of him to refuse her plea for comfort.

"I will stay," he replied, despite his better judgment. She let out a sigh of relief and she rested her head against his shoulder. Kurt laid her down on the bed and crawled in next to her. After a moment, the two of them settled comfortably, with Kurt's arms around Ororo's waist, as she curled up against his chest, her head snuggled underneath his chin.

I'll only stay until she falls asleep, he told himself as he idly stoked her hair and fought back a yawn. Then I'll go back to my own bed...

* * * * * * *

The first thing that Ororo was aware of, was that she wasn't in her bed alone. She opened her eyes to see the peacefully sleeping face of Kurt right in front of her. Her arms were loosely draped around his shoulders, while his were wrapped around her waist. His tail was coiled around her thigh, the tip twitching ever so slightly.

She was glad that he had decided to stay, it was hard to remember the last time she felt so safe. Her fingers softly traced the scars along his cheeks, enticing a small moan from his lips. His eyes twitched underneath their lids and he pulled her closer to him and nuzzled his face against the crook of her neck. Ororo smiled and stroked the back of his head, playing with the ends of his indigo locks. He moaned again against her neck and suddenly she could feel his tail stir. It slowly unwound itself from her leg and began to lightly stroke the sensitive skin along her inner thigh. She gasped as his dexterous tail inched upwards, lightly stoking her skin along the way, until it reached the barrier of her panties.

He's asleep, she thought to herself trying to ignore the sensation of his spade-tipped tail rubbing itself across the white triangle of fabric that blocked it from it's goal. I should stop this now before- She had reached her hand downwards to pull his tail away, but the length of it coiled around her wrist and pulled her towards him. Her fingers brushed against his thigh, and she felt his body jerk slightly. His tail released her and went back to its previous mission of seeking out her heat. Ororo cautiously brought her hand up and her fingers accidentally brushed against the throbbing flesh that strained against his pants. Another moan escaped from Kurt, and his tail became more determined. She didn't know what possessed her to do so, but she parted her legs, ever so slightly, giving the tail an opening. Her own hands seemed to act of their own accord as well, as she ran her fingers over the proof of his arousal. Kurt gasped and his hips began to thrust against her. She let out a gasp of her own as his clever tail made it's way past her panties and began caressing and stroking.

Ororo plunged her hands down the front of his pants, drawing forth his pulsing member. She wrapped her hands around the length, stroking it hard, matching his tail's efforts beat for beat. His gasps of pleasures turned into ragged pants as his hips thrust faster against her hands, ramming into her stomach. Soon he was whispering, against her neck, in German. Although she couldn't understand the words themselves, she understood their tone. His tail increased the tempo and soon she was teetering near the edge. Finally with one last flick, he sent her toppling over as wave after wave of pleasure wracked her body. Her climax caused her to tighten her grip on his member, and she was dimly aware of him stiffening against her. He called her name as his body twitched, his seed spilling over her hands and across her belly.
His head suddenly jerked up, his eyes opened in sleepy bewilderment.

Oh Goddesss, she thought to herself in dawning horror, he was still asleep!

Kurt blinked owlishly at her then looked down between their bodies. He saw the evidence of his transgression still on her hands and splattered over her stomach, and she could see the horror and shame on his face when he realized where his tail was…

"Meine Schuld," he whispered, "Ich bin, Ororo traurig.  Verzeihen Sie mir bitte.…" Then he teleported away before she could utter a word.