A/N: this is my first nightcrawler fic, so be gentle in the reviews. enjoy!

disclaimer: i don't own any x-men character. i only use them in my writings

Kurt sat with Ororo on the couch in the mansion watching a chick flick. He had never had the heart to tell her that he really wasn't too fond of them as most were portraying a negative image to men (particularly mutant men), but he knew she enjoyed watching it with him, so he let her have her moments of joy. They both lay on opposite ends: Kurt with his arms folded behind his head leaning on the arm of the couch, tail swishing beside him leisurely, and Storm with her one leg swung over her sides arm.

It was a very interesting movie to say the least. He hadn't quite followed the plot very well as he was busy gazing over at Ororo, but the parts he could understand were usually about one wife arguing with an ex-wife over their husband and who he loved more. Kurt sometimes looked at these movies and found himself glad to be a male.

Ororo stood up as the credits were playing and turned off the television. She sat back down and cuddled a little with Kurt as they sat there and listened to the silence around them. She soon broke it though as she looked up at him with a questioning look.

"Kurt, can I ask you something?"

"Of course leibchen, what is it?" he asked playing with her hair.

"Are you ticklish?"

Subconsciously, his tail stopped it's swishing and slid behind him on the couch. He also lowered his arms down to a folded position across his chest which Ororo thought was very attractive. "Why do you want to know?" he asked suspiciously.
She sat up on the couch and turned to face him with a little mischievous grin on her face. "Oh, I was just wondering." She said in a very unconvincing tone.

Kurt scrunched his legs closer to his body and hugged them, all the while pretending to look calm and collected. "Well, I'd say everyone is to a point."
She leaned in close to him almost touching his cheek with her lips as she whispered in his ear, taking note of his sudden twinge. "I'm going to tickle you until you can't stand it."

With that she reached for his sides and tickled him madly. She was delighted with his reaction; he squirmed around and shrieked with laughter in a higher toned voice. He began pleading with her to not tickle him but she kept going, even more ferociously then before. She found a very sensitive spot right down around his hip bone and tickled him unmercifully until he squirmed so much that he fell off the couch onto the floor.

She went down after him, taking advantage of his very vulnerable laying position. She began tickling him all over, going from one spot to the other, making him twist and turn in pleasurous agony. He tried pushing her hands away but she then grabbed one of his three toed feet around the ankle and tickled it with the other hand. Kurt bucked foreword with is hips and shielded his face behind his hands for whatever reason as he continued to laugh.

"Please, Ororo!" he gasped when he could.

He turned around on his belly and tried to wiggle his foot free from her grasp which he eventually did after a few failing attempts. Once away from her he immediately fought to get to his feet but froze as he felt her grasp close in on his tail. He turned back towards her, a silly grin on his face and sheer terror in his heart.

"Oooh. Looks like I found the trapeze artists tickle spot." Ororo smiled as she began softly stroking it between it's two backwards points on the spaded end.

Kurt flinched and twitched a little, but tried not to laugh. He didn't even grin; he just looked at her fingers as they began tracing the alphabet on his spade, and eventually broke the silence. "Please, don't tickle me there." He said.

"Why not." She asked innocently.

"Because I can hardly stand it when people do." He said, relieved that at least for now she stopped her prodding of it. "Only one other person has ever discovered that I'm ticklish there and I almost died. They tied me down to a chair and tickled my tail until I cried."

Ororo tried to hide her pleasure in hearing this. She could only imagine Nightcrawler, held captive as another person tickled him unmercifully. She smiled inside, not wanting to show him that she thought it was humorous, but then she ended up having a silly grin on her face.

"No, please Ororo!!" Kurt managed to shriek before his body racked backwards and the laughing fit began. He squirmed and slithered on the floor, tortured by the absolutely delightful feeling of being tickled. He hid his face again and pulled on his tail, but Ororo could tell he was losing his strength because it didn't feel as though he was pulling very hard. He kicked and fought with all his might but couldn't come free from her ferocious touch. She began laughing too at the sight of Kurt squirming on her account.

When she figured he'd had enough, she let him go and almost laughed out loud as he continued twitching for a minute or two on the floor, feeling the after affects of her torture. He omitted an occasional giggle every once in a while and lay there, staring up at her in mock anger. She smiled and offered him a hand up to his feet. He cautiously took it and stood facing her, arms folded over his chest.

Ororo laughed. "I thought you were going to pee yourself."

"It is definitely not funny." He growled, hoping he sounded angrier then he was.

This made Ororo laugh even more and Kurt swished his tail behind him impatiently.

"I don't know why you think it's so funny." He said, but wasn't sure if she heard him through her giggles and gasps. She just kept laughing and pointing at him as if he was a joke.

"Stop laughing." He said in a very annoyed voice.

"You are just so funny." She smiled trying to control her laughter.

"I am not." He huffed.

She giggled some more and grabbed at her sides. Kurt shook his head and turned to leave the room.

He definitely was glad he was a man…