Betsy only barely managed to contain the giggle that was bubbling up inside her. But of course, it didn't matter.

"Did you just laugh at me?" Jean said, quirking an eyebrow at her a little fiercely.

"Nope!" Betsy said hastily. Jean kept looking at her. "Telepaths," said Betsy, shaking her head with an affectionate smile. "You can't get away with anything." Jean's hands were lightly trailing over her ribcage, and Betsy could tell she wasn't upset.

"What's so funny?" Jean said quietly. Her light touch was getting firmer now, dipping down lower and lower on Betsy's back.

"Well," said Betsy, fighting for control now, "I think that's the first time I've ever been propositioned with the line 'Your boobs are awesome. Wanna see mine?'"

"That is not what I said!" Jean's hands stopped moving and she looked up in mock indignation.

"It's pretty much exactly what you said." Betsy leaned down now, tilting Jean's face up so she could nuzzle along her cheek and jaw until her lips found a sensitive spot just below her ear. Jean let out a small moan and leaned back, and Betsy adjusted herself until she was lying on top again.

She started kissing her way lower – pressing open-mouthed kisses down Jean's throat, dipping her tongue into the hollow of her collarbone and pausing there to alternately lick into that spot and drop kisses along Jean's collarbone. She slowly dragged up the hem of Jean's black Henley with one hand, scraping the nails of her other hand over the flesh that was slowly being revealed. And by the way . . . the answer is yes.

Betsy loved the way each kiss made Jean's breath hitch. It was incredible to her that she could have that kind of effect on someone, especially someone as powerful and innocent and unbelievably sexy as Jean Grey.

You're making me blush. Betsy grinned as she heard Jean in her mind.

The shirt was up to the bottom of Jean's ribs now, and Betsy's nails were drawing slow stripes across them from side to side, zigzagging their way up higher as Betsy worked the shirt up just below Jean's bra.

Then she sat back slightly, and with a smooth motion pushed Jean's shirt all the way up to her neck.

"Jesus Christ," Betsy breathed as she looked down at the sight before her. What little bra there was was red, and lacy, and almost entirely see-through. She could see Jean's nipples through the sheer fabric.

It was indecently gorgeous. And if Betsy was turned on before, now she was – well, there was no word for it. Every inch of her skin sizzled with electricity as she glanced up for a split second, letting Jean see the hunger in her eyes. Jean was trembling beneath her as Betsy slid both hands to cover Jean's breasts with her palms, ghosting them lightly up and down until Jean's nipples were rock hard, straining at the sheer red fabric. "Apparently Red was a good nickname for you," she murmured.

Betsy increased the pressure a little, making tight circles with her thumbs now. Their eyes were still locked together, and when she lightly rolled a nipple between her thumb and forefinger, Jean bit her lip and her nostrils flared. "Please," she choked out, still chewing on that lip.

"Please what?" Betsy said, tilting her head to the side like she didn't know exactly what Jean meant. She rubbed a little harder, pinched a little more sharply, and bit back a savage grin when Jean hissed out, "Put your mouth on them. Now."

Betsy eagerly complied. She kept looking Jean in the eye, relishing the way she was falling apart as Betsy lowered her mouth toward her left breast.

She paused for one second, just to build the tension, and then lapped lightly at Jean's nipple through the sheer bra, still caressing Jean's other breast with her fingers. Jean sighed and tilted her head back, breaking their eye contact and leaving Betsy to focus solely on the glorious sight in front of her.

Betsy continued her steady licks against Jean's nipple, building a rhythm that gradually increased until she had Jean arching her back, desperately trying to press her breast further into Betsy's mouth through the now-wet fabric as her fingers dug into Betsy's shoulder blades almost painfully.

Then one of Jean's hands suddenly gripped the back of Betsy's head, pressing her closer, urging her to take more. It took Betsy by surprise and she let out a little gasp – and just like that, Jean's nipple finally slipped fully into her mouth. Betsy hastily yanked the bra cup down so she could feast on the soft flesh, and she moaned again (god, this girl was breaking her apart) as she tasted the slick of sweat on Jean's sweet nipple, as her lips slid around the hard nub and down to the soft skin beyond.

"Ah – oh my god," Jean gasped out. "So – good –"

Those little gasps drove Betsy to forcefully slide her hands under Jean's back, to undo her bra in one swift motion. Her lips and tongue continued their sweet assault as she yanked the straps down Jean's arms and tossed the bra to one side. She slid over to work the other nipple with her mouth, scraping her teeth lightly over it and laving it with her tongue.

Then Betsy yanked her own bra straight off over her head, too turned on to fumble with the clasp, and arched downwards to slide her nipples slowly against Jean's.

"God, baby, you're driving me fucking crazy," Betsy purred, pressing her mouth against Jean's neck. Then she thought, I love feeling you come apart under my mouth like this, feeling your tits rub against mine.

Jean's response was to grab her fiercely by the hair and pull Betsy's face to hers, crushing their mouths together, kissing her dirtily and wetly. She shifted her hips under Betsy, spreading her legs so that Betsy's were trapped between them, and her other hand slid inside Betsy's jeans once more and gripped her naked ass, yanking her up so their jean-clad centers bumped against one another.

It wasn't nearly enough contact, and yet from the way Jean was grinding relentlessly up, breathing heavily, Betsy knew she was close.

She pulled back from Jean's fervent kisses and looked down at her. Her pupils were dilated below half-lowered eyelids, her usually-perfect hair was all over the place, her pink lips were swollen. Tenderness and arousal warred in Betsy's brain for a moment before the word "fuckable" slipped into her mind.

Jean's eyes flew open wide and Betsy's heart stopped beating for a minute. Then Jean's gaze intensified even more, if that were possible, and her nostrils flared in that way they only did when she was extremely aroused.

So act like a villain and fuck me already, said Jean's voice in Betsy's mind.

And that had Betsy scrambling to undo Jean's button, tug the zipper down, yank her jeans as far as they would go before being stopped by Jean's ankle boots. When Betsy moved to take the boots off, Jean grabbed her wrist and just shook her head. "Leave them," she said in a throaty voice. "No time."

So Betsy slid her hands up from Jean's ankles, around the backs of her calves, up the inside of her pale thighs. "Bend your knees," she whispered, and Jean did as she was told.

Betsy took in the sight in front of her – the sheer red fabric (it matched the bra, of course, the little minx), the trimmed hair she could barely see underneath, and oh god the dark spot that meant Jean was as hopelessly, unbelievably turned on right now as Betsy was.

She rested one hand on Jean's thigh and with the other, lightly grazed the backs of her knuckles against that enticing wet spot, watching Jean's face as she shivered in response. Betsy lightly stroked her through her panties, sliding her fingers upward until she found the little spot that must be Jean's clit, stroking it so lightly and watching as each touch sent a tremor through the redhead.

Betsy licked her lips. "Can I touch you?" she whispered.

You'd better touch me right fucking now or I'll– was Jean's reply.

But she didn't have to finish it, because Betsy was already tugging her panties down, first to her knees and then moving so she could pull them down to where her jeans were bunched around her ankles. Betsy leaned over, Jean's knees falling to the sides to give her more access, and took a deep breath to steady herself.

"God, you're beautiful," she breathed. Jean whimpered a little, pushing her hips up, and Betsy finally reached out one finger and stroked her, slowly, from bottom to top.

Jean almost came right then – Betsy could feel it. "Shh, baby, relax," she said. "I've got you." And then she leaned down and followed the same path with her tongue – one slow, languid lick, from Jean's wet center up to her clit.

When her tongue brushed against the sensitive nub, Jean's hips jerked, and Betsy put one hand on her lower abdomen to steady her. Jesus, she really was close.

Betsy licked lightly, easily at her clit, not applying much pressure, just enjoying the feel of it, the way each movement of her tongue sent a jolt through her lover. She swiped her tongue up the length of her slit again, this time applying a little more pressure as she circled Jean's clit at the top.

Gently, Betsy brought one finger up to slide through Jean's wetness. She didn't push in yet, just slid it up and down, letting Jean get comfortable with the feel of her finger as she continued pulsing her tongue against Jean's sensitive nub. After several long strokes up and down, she paused with her finger at Jean's wet entrance, and pushed just the very tip in, loving the silky smooth feel of her, the heat, the unbelievable wetness there.

Jean pushed herself against Betsy, trying to get her all the way in. "God – please – you're killing me," she panted. "Want you – inside."

Now Betsy started moving just her fingertip in and out, still so gentle, as she worked Jean's clit with her tongue in a way she could feel was making her come undone.

Jean's moans got deeper, her motions more frantic against Betsy's finger. "Please, please," she begged. Betsy licked all around her clit now, tight circles and then just rhythmic upstrokes, one after the other, over and over, and in a higher, breathier voice she heard – "Oh god, you're making me – oh fuck, oh fuck, I'm gonna –"

And then the whole world seemed to contract around them. The night held its breath and the trees bent toward them and the rocks rumbled on the ground, and then there was a split second of absolute silence, and then Jean Grey let out a ragged cry of ecstasy as the orgasm rippled through her just as Betsy pushed her finger all the way inside, both of them shuddering over and over.

The trees snapped back into place. The rocks fell still once more.

Betsy moved over Jean, shakily, her finger still inside her. She brushed back the hair that had stuck to Jean's sweaty brow and kissed the side of her mouth. Jean's eyes fluttered open and she grinned, looking thoroughly fucked.

"Are – are you okay?" Betsy panted. Jean actually giggled at that, and the motion must have reminded her that Betsy's finger was still inside her because she rocked her hips a little and her breath caught. Betsy kept her finger absolutely still, in case Jean was sore.

"I feel . . . amazing," Jean said quietly, bringing up one hand to stroke Betsy's hair. "Like, I guess there was a little pain, but I happened to be coming super hard at the time, so . . ." She trailed off and grinned. Then she got a thoughtful look and said, "Thank you."

Betsy started to object, but Jean cut her off with a quick kiss, saying, "You just made my first time so . . . perfect. I wouldn't have wanted it to be with anyone but you."

That got a grin, and then (because she was still a little uncomfortable with this feelings stuff) Betsy said, "Well, you made me come twice during your first time."

"Twice?" said Jean, surprised. Betsy started moving her finger slowly back and forth in a way that was very distracting, but she managed to grind out, "I thought – it was just the once."

Betsy shook her head, starting to move her finger in earnest now. She pressed her lips to Jean's neck in the spot she knew made her come undone and murmured, "Jean Grey, when you came just now, it ripped another one out of me. I'm pretty sure the whole fucking park came along with you, actually. Me, the trees, the rocks, whatever lucky forest creatures are in the area."

"R – really?" Jean stammered, starting to rock her hips into the motion of Betsy's hand. "I had no idea that was even – oh god yes, right there."

And so Jean Grey's second time began, beneath the stars and the adoring look that shone from Betsy Braddock's eyes.