Author's Note- WARNING lemon ahead.

Worth It

~*~

I bet you counted all the tears I bet you've cried

I bet you swore you'd never let love back inside

'Cause it hurt you way too bad to say good-bye

Now, there'll be times when I might put us to the test

And it's hard for broken hearts to just forget

But I'm driving blind, I'll lay it all on the line for you

If that's what it takes, that's what I'd do

Tonight's the night, I'm gonna prove it to you

Do I have to break down, baby just to break through?

If that's what it takes, that's what I'd do

-Bon Jovi

~*~

Kitty looked through her closet almost desperately. Finally giving up she went to the room Jubilee, Tabby, Amara, and Rahne shared. "Guys, I, like, need your help," she said.

"With what?" Jubilee asked looking up from the magazine she and Tabby were looking at.

"I need something to wear," Kitty said.

Amara looked confused. "Why?"

"Well, Pete and I are meeting in his room to watch a movie," Kitty started but paused at the knowing laughs from Jubilee and Tabby.

"Sorry," Tabby said standing and crossing over to her own closet. "So, what do you need? Lingerie? If so you'd have better luck going to Jean."

"No!" Kitty said flushing.

"I think I understand," Amara said digging through her own closet. "You want something provocative but not slutty."

"In other words, something not from Tabby's closet," Jubilee laughed. Tabby attacked her with a pillow. Kitty ignored the two; instead she went over to Amara as the other girl pulled out a lilac sundress with pale flowers.

"Thanks, Amara," Kitty smiled.

"Just don't get it messed up," Magma warned her. "I like that dress." Kitty nodded in understanding.

"I won't," Kitty promised.

Tabby smirked as Kitty made her way towards the door. "I take it this means Kitty Pryde is finally going to get laid."

"Bye, Tabby," Kitty said rolling her eyes.

"I want details!" Jubilee called after her. Kitty went back to her own room and got dressed. She stood in front of her full-length mirror for a few moments. The dress clung to her in the right places, but it had her feeling a little self-conscious. Shaking her head she started to take the dress off but decided that she needed to be a little more daring.

Taking a deep breath she started the walk to Pete's room. When she finally got there she stood outside of the door for several minutes just trying to work up her courage. Then she raised her hand a knocked. Pete opened the door allowing her to walk in. He let his eyes rove over her when she turned back.

"You look gorgeous," he murmured stepping back slightly to look at her. Kitty blushed looking down.

"Thanks," she whispered. The laid down on his bed and after flipping through all the channels settled on Austin Powers: The Spy Who Shagged Me. Kitty laid with her head on Pete's chest as he made comments through the whole movie. Kitty rolled her eyes. "You know, you'd be good on MST3K," she told him.

"I'll take that as a compliment," he grinned holding her closer.

"This is nice," she said as the credits began to roll. She sat up unsure of what to do next. Pete answered the question for her by gently pushing her onto her back and moving over her. He kissed her, coaxing her mouth open with his. His tongue moved against hers demanding that she respond.

Kitty moaned softly wrapping an arm around his neck while she ran her other hand through his tussled hair surprised at its softness. He pulled away to look down at her. Her hair was fanned out over her pillow and her cheeks were slightly flushed.

"God, you look beautiful," he murmured before kissing her again. He ran his hand lazily up her stomach before cupping her breast. Kitty pulled away with a soft gasp. "Sorry, luv," he purred. "Couldn't resist."

"No, it's okay," Kitty said but Pete had years of experience reading people and Kitty wasn't exactly good at hiding her emotions.

"Kitty, maybe you should go."

Kitty flinched. "You don't want me."

Pete snorted at that and lowered himself so Kitty could easily feel his arousal. "Does it feel like I don't want you?" Kitty flushed and looked up at him with wide eyes. "Listen, luv, I want you so bad it `urts. But if you don't want to I'm fine with that."

There was still doubt in her eyes so Pete kissed her softly before moving so he was beside her. He knew what she was thinking due to what Kurt had told him. "I'm willin' t' wait," he grinned at her engagingly. "I'm sure you'll be worth it."

"But-"

"I don't want you t' regret this. When we do make love I want it t' be perfect."

"Pete, that's, like, so sweet," Kitty smiled. "But it's okay, I want this."

"You sure?"

"Yes, I want you to make love to me." He was silent for a few seconds then stood crossing over to his door, which he then locked.

"Are you sure?" he murmured again.

"Yes," she told him. He slowly climbed over her kissing her again. Has they kissed he slid his hand around her to find the zipper to her dress. He expertly slid it down before pushing the dress off of her shoulders exposing her breasts to him. He trailed kisses down her neck then to her cleavage before moving to her left nipple softly trailing his tongue around it so it became erect.

He drew it into his mouth softly sucking driven by each soft sound of pleasure that she made. He moved to her other nipple and suckled it as his hands worked on removing the dress the rest of the way. Soon he had it off and pulled away to take off his own shirt tossing it behind him. Kitty ran her hands curiously over his chest causing a soft groan from him. She pulled her hands back startled

"It's okay," he assured her. "I'm not goin' t' do anything t' `urt you purposefully. If you want t' stop tell me, if I do *anything* that makes you uncomfortable, tell me. You're going to have to trust me `ere, can you do that?"

"Yes," she answered without hesitation. He stood slipping out of his pants. Kitty tensed suddenly noticing that he went commando. He paused briefly to slip on a condom then smiled tenderly as he climbed back onto the bed gently pushing her onto her back and kneeling between her legs. He kissed her fully on the lips before beginning to move down again.

He kissed and licked his way down her body pausing briefly to quickly tease her breasts and laying butterfly kisses across her belly before finally reaching his goal. He gently pushed her legs apart before trailing kisses up both of her thighs, which urged her to spread them further. Watching her eyes carefully for any sign of discomfort he softly ran his tongue over her outer lips. She gasped at the unexpected contact but didn't move away. Seeing that at least so far she was okay with what was happening her slid his tongue inside her.

Kitty tensed at the feeling but still didn't try to move away. He continued licking at her until she grew aroused. He then brought his fingers into play. Soon his other hand had to gently pin Kitty's hips to the bed as she writhed under his administrations. He softly sucked her clit, which caused her to peak. He pulled away wanting to see Kitty's face in the throws of her first orgasm. She looked at him dazed as he climbed back over her.

"Oh, God," she murmured.

"I'll take that as a compliment," he smiled kissing her softly.

"You most definitely can," she assured him. He chuckled at that. He slid his fingers into her again kissing her deeply. He brought her to her peak arousal before beginning to push inside of her. She cried out in pain when he broke through her virginity. He stayed still within her despite her strong urge to move fast and hard.

"Sorry, Kit," he murmured. "You okay?" She waited a few moments before smiling up at him tremulously.

"I'm fine," she whispered. He began to move again, automatically angling himself so be brushed her pleasure with every thrust. She gasped throwing her head back at the feeling. Unable to resist that sight he lowered his head placing hot kisses down her throat as he began to move faster. Soon Kitty was wild beneath him seeking relief from the fire burning in her veins. She soon climaxed, clenching around him and crying out his name. He thrust into her one last time emptying himself inside of her and murmuring her name.

"God, luv," he whispered rolling off of her and disposing of the condom. She cuddled up next to him not saying anything. He held her close to him. Kitty sighed happily.

"Pete," Kitty murmured. "That was totally amazing."

"Yes it was," he agreed. "Hey, Pryde, I wanted t' tell you something."

Kitty closed her eyes. "What?"

"Well, I've thought about this since you left. I kept convincin' meself that I didn't even like you but, well, `at were a complete lie."

"Pete?" Kitty asked softly to interrupt his rambling.

He smiled sheepishly realizing that if she hadn't stopped him he would have kept going. "Right. So, I finally figured out `at I didn't `ate you, with a little `elp." He smiled wryly remembering how John and Jardine had threatened him. "Then came more realizations."

"Like?"

"Like the fact that I was attracted t' you. Then the fact that I was falling fer you."

Kitty sat up shocked. "What?"

"I'm fallin' fer you, Kit. Completely unexpected, it was!" He smiled reaching up and tracing the outline of her lips. "Can't say I mind though."

"I think I'm already in love with you."

He yawned and held an arm out to her. "Now, come back down here, I'm gettin' all cold alone." Kitty rolled her eyes and laid down in his arms.