Author's Notes: 1: based on a piece of art I saw on Deviantart - Rachel and Julian by Flick-the-Thief 2: a continuation of chapter 2/3 because I love those girls. 3: No comment. 4: continuation of chapter 5 because I love those girls. 5: continuation of chapter 5 because I love those girls (and guy) 6: a nice piece to finish off because they were so cute in the X-Men first class comic series. I hope you enjoyed the ride.

1. Marvel Girl and Hellion

With Rachel's connection to the Phoenix Force so strong, five new hosts meant she was feeling some of the side-effects. "What?" Hellion asked with a grin, "You told me to practise on things I wanted..." Rachel's mouth hung open in shock at the fact that her costume had literally pulled away from her towards him. With her shirt hovering above her now revealed boobs, Her skirt lifting towards him and her underwear down to show her pussy, she normally would have exploded and Hellion may not have survived, but the phoenix was getting to her too. Instead she smirked and telepathically told him what to do. He obliged, grabbing her around the waist and pushing her up against the wall. She pulled off his belt and tore at his costume, pulling it off from him. "Someone's hungry..." he teased. "I'm the teacher Julian, if you want this reward, you'll have to behave. So shut up and fuck me!" He smirked, his hand running up between her legs and feeling her wetness. "Yes miss..." he grinned.

2. Shadowcat, Rogue and Magik

The boys were tired out and slumped in the corner defeated as the girls started to play. Illyana wrapped herself around Rogue's body, groping her rough and hard before, finally, releasing her from the handcuffs. Kitty had no such luck. Rogue and Magik flanked her from both sides. Before she knew it, she was sucking on Rogue's clit while Rogue fondled her breasts and Illyana was licking at Kitty's own pussy while giving her a good spanking. She could make out Kurt watching intoxicated from the corner while Bobby was still catching his breath. "You're a good fuck toy Kitty," Illyana complemented her while fingering her vagina. Rogue moaned out as Kitty's tongue danced with her pussy, before squeezing her boobs even tighter. Kitty's legs bucked and wrapped around Illyana's head, pinning it down on her vagina. Rogue's legs came down around Illyana as well, sandwiching her between the two roommates. Soon Kitty's hands were freed and Illyana felt the cold metal of the handcuffs come down on her this time. "Boys!" Kitty called as Rogue fondled her own breasts appetizingly, "Break Time's over... "Kitty announced leaning back over her captive, and giving herself a spank to lure them over. In a bamf Kurt was on top of her, kissing her passionately and then Rogue felt Bobby push her down on top of Magik. Then suddenly he was flipped over and handcuffed next to Illyana on the same bed. "I get both of you..." Rogue grinned pleased with herself as Kitty and Kurt's moans of pleasure filled the room.

3. Sabretooth and X-23

He pinned her to the bed, ripping off her leather jacket. Since he'd become an X-Man, Creed had had an eye on Laura. She smiled then pinned him down and tore off his entire costume in one. Creed's eyes widened. "I play rough," Laura shrugged, and in that one sentence, Sabretooth fell completely in love with her. They fucked for hours, clawing at each other, ripping each other's clothes, pounding each other, spanking her, riding him, screwing her, sucking him, slamming her into a wall, slamming her onto the floor, it went on and on. Creed yanked her to her feet after her latest blowjob and she kicked him down onto the floor where she kissed him gently and whispered: "That was fun. Bye," and before he could react she had her clothes on and left. "What the...?" he wondered. X-23 shifted back into Mystique with a laugh outside before heading to Magneto's room.

4. Pixie, X-23, Armor and Hope

When Pixie returned to her roommates she brought a friend with her. Hope waved nervously. Laura didn't react. Hisako waved back with a smile. It was then that Hope noticed Armor and X-23 were on the same bed. She blushed. Pixie laughed and took Hope's hand, guiding her to the bed as well. Hope felt Laura's strong arms wrap around her shoulders, pinning her down on her back on top of Laura. Hisako then straddled her waist with a smile. She couldn't see it, but she felt Megan rub up her inner thighs. "I wanted a phoenix to play with, "X-23 stated, groping her prisoner's boobs roughly. Hope couldn't tell whether Laura was joking. She closed her eyes as she was held down on the bed, her arms pinned above her head, and stripped down to her knickers. As Hisako pulled her into a kiss and Laura tugged at her modest rack, "I guess being a phoenix isn't so bad for you after all," Megan laughed before her soft hands reached Hope's knickers and pressed down on her pussy through the wet fabric. Hope couldn't respond as they played with her but she did know one thing: she wasn't going to be lonely again for a while...

5. Cyclops, Jean and Emma

Scott lay on his back as the two women in his life ravished his dick. Emma and Jean's tongues worked in tandem, laying siege to his genitals and sending every sensation imaginable up his body. Emma wore the tight corset, panties and cape of the white queen of the hellfire club, Jean the identical black queen's garb. Scott watched as they got distracted from their previous task after Emma landed a carefully placed spank on Jean's ass. They dropped his cock and instead started to work at eachother, kissing and pawing as the two beautiful women went at eachother. Jean played with Emma's massive boobs while Emma fingered Jean's tight innocent ass. Both of their pussies rubbed through the fabric of their underwear against Scott's erect cock. "You know ladies," Scott said sitting up and placing a hand on both of their backs pushing them closer together, "I could get used to this," he laughed pulling both of them down into the bed sheets with him

6. Angel and the Scarlet Witch

Warren kissed Wanda passionately, up against the tree. "I love this place," she grinned looking around at the trees and wildlife surrounding her. "I own this place," Warren told her with a smile. Her eyes widened with joy and she kissed him again. The two slid down the tree onto the grass where Wanda lay on top of him, gently easing off his belt. "Wanda, are you sure?" he asked, not wanting to push her. She nodded, "I love you," she told him as she undid her skirt. He nodded and helped her strip. He rolled onto her and lowered himself into her. She moaned out then nodded to say she was ready. He gently thrust into her. Her constant moans and the way her face scrunched up with each thrust Warren found adorable, kissing her nose. "I'm cumming," she whispered, biting her lip. He smiled and moved a little faster, causing her to cum. Her orgasm set him off too. "Wow..." Warren grinned, holding her close to him, "What made you want to...?" he asked. She smiled, "Must be something in the air I guess..."