Ebony Emma

Disclaimer:
I do not own the X-Men or any of the associated characters or
settings. This is a work of parody created for non-commercial
purposes.

Warning:
NC, Femslash, and other naughtiness sure to offend prudes.

Author's Note: As I hope the Epilogue makes plain, I am leaving
things open for a sequel.


Ororo Munroe woke up slowly in an unfamiliar room.

The first thing she saw was the white ceiling.
Then she instinctively brought her hand to her face to wipe the
sleep from her eyes.
And stared at the limb in shock.

It was a pale Caucasian woman's hand.

Storm leapt to her feet and searched the room.
She was in some sort of gleaming white dungeon. But she wasn't
concerned with that right now.

Finally the wind rider found what she was looking for, a silver
mirror against one of the walls. Ororo rushed to it, and stared
into the pale features of Emma Frost, White Queen of the Hellfire
Club.

Then Storm heard a door open, and turned to gaze at her own
maliciously smiling countenance.


Emma Frost studied the (currently) white wind rider.
The White Queen had captured Storm and her charge Kitty Pryde when
the black woman had come to her Massachusetts Academy to drop Pryde
off (which only occurred as a result of Emma's telepathic
manipulation of Kitty's parents).

Then she had used a mechanical device that she herself had built to
switch bodies with the black mutant.

By wearing the form of one they trusted, it would be easy for Frost
to infiltrate and destroy the X-Men.

But before she did that she wanted to enjoy this singular experience.

Ororo Munroe was dressed in a white thong and silk robe. Her only
other adornment was a black inhibitor collar around her neck.

The White Queen doubted that Storm could master her telepathic
powers in the time it took her to destroy the X-Men (after all it
had taken Emma years). But she still had no desire to risk having
her own psychic brain turned against her.

"What have you done Frost?" demanded the blonde wind rider.
Correctly guessing the name of the woman wearing her form.

Emma Frost took a moment to answer, as deprived of her mental
powers, she tried to figure what response would get the reaction she
was looking for.

While the White Queen paused in thought Ororo studied her. The
woman was dressed in her usual white leather and lace finery.

Storm hated to admit it but she….
"I mean Emma" the X-Men corrected herself, looked good in the outfit.
The white material providing a pleasing contrast to her dark skin.

"I decided to borrow your body for a while, but don't worry I'll
give it back once the X-Men are all dead or captives of the Hellfire
Club" Frost finally answered.

"Not while I live" the blonde X-Woman vowed.
Then she charged the body thief.

But her vow proved hollow.

Both women were pretty, fit, and in good condition.
But Ororo Munroe was simply stronger than Emma Frost. Not by a huge
margin (neither of them were bodybuilders or imbued with
superstrength), but enough to make a difference.

It seemed dreadfully unfair to Storm as she was overpowered by her
own muscles and only had her adversary's (relatively) weak form to
defend herself with.

After a brutal struggle Emma finally pinned Ororo to the ground
under the weight of her own body.

As their heaving bosoms pressed against each other Storm felt her
pink nipples stiffen.
"Damn Frost's responsive body" the blushing X-Men thought.

The White Queen simply stared into Ororo's pale face, her expression
unreadable. Until Munroe couldn't take it anymore.

"Where's Kitty" she asked.

"She's in another dungeon…..after I'm through with you I'll go
COMFORT the poor dear" Frost said with a smile so wicked that Ororo
felt degraded just seeing it on her brown face.

"You're a horrible woman" the blonde replied angrily.

"I look so cute when I'm angry" the White Queen thought.

Then Storm glared at her and said coldly "You may be triumphant now,
but no evil can endure forever, and some day the Goddess will punish
you for your transgressions."

Hearing those self-righteous words come out of her own mouth made
Emma Frost absurdly angry.

It reminded her of a time when she was weak and naïve, and
vulnerable to those who were not.
She wanted to silence Storm somehow.
She wanted to…..

Ororo Munroe gasped silently as the White Queen brought her lips
against hers in a passionate kiss.

To Frost's surprise Ororo did not resist.
It was a strange sensation for the X-Men, to be kissed and embraced
by her own body, in a form not her own.

The experience was oddly pleasant, like the times she had achieved
pleasure by manipulating her own flesh as a teenager.
It was familiar yet alien.

But it did not last.

The White Queen broke off the kiss, got up and forced Storm to her
feet. While the X-Woman was still dazed Frost manipulated controls
on one of the walls to bring down chains from the ceiling.

Then she secured Ororo's arms above her head. Once the manacles
closed around her wrists the pale wind rider started struggling, but
by then it was too late.

"I look good tied up" the rich woman thought.
No wonder Sebastian Shaw had enjoyed doing it so much in their early
days together. A pity that the power struggles in the Inner Circle
made such liaisons impractical now.

Then she took a little knife out of a hidden pocket on her outfit
and cut Storm's garments off (being careful not to cut her delicate
flesh in the process). Once she was done with the little blade she
threw it across the room.

Emma went back to the control panel on the wall and inputted new
commands. This made a section of the wall slide back to reveal a
rack of instruments of punishment and restraint.

She selected a large wooden paddle and walked back to the X-Men.
Storm's eyes widened when she saw what Frost was holding, but she
refused to show any fear or nervousness.

"You should resign yourself to this…..the Club deals…harshly with
rebellious spirits like yours" Emma intoned huskily.

Then she stepped behind Ororo and pulled her arm back for the first
swing. The X-Woman only grunted when the paddle impacted her pale
bottom.

At first Munroe struggled against the spanking, kicking and writhing
in her chains so furiously that Emma had trouble hitting her rear.

But once a frustrated White Queen used new chains (summoned by the
control panel) to manacle the wind rider's legs to the floor, Storm
could only writhe helplessly in her bonds.

Emma paddled Ororo's buttocks until both ass cheeks were red and
bruised.
The White Queen found it delightfully perverse to punish her own
flesh like this. It was like masturbating in someone else's body
(an activity the amoral telepath often indulged in).

But Ororo Munroe did not find it so enjoyable.
She was not a masochist, and as such had no taste for humiliation or
pain.
She refused to cry out, but eventually silent tears of pain,
humiliation, and rage, ran down her cheeks.

Once the White Queen saw that she had made Storm weep she stopped,
and then licked away the tears running down her pale cheeks.

The weather witch looked at her in confusion, But Emma ignored her
questioning look, and moved down Ororo's body.

Munroe gasped as the White Queen took a pink nipple in her mouth and
gently sucked.
Emma Frost spent a long time ministering to her breasts. Licking
and nipping the white flesh. She even lightly bit a nipple at one
point, smiling when she heard Ororo cry out.

Despite her resentment the X-Woman found herself becoming aroused.
Emma Frost knew how to please this body well, and it was
unimaginably erotic to see her own voluptuous form do all these lewd
things.

The currently dark skinned white woman finished with her breasts and
moved even further down her body.

Ororo Munroe was unable to tear herself away from the disturbing
sight of her own brown face resting between her pale thighs.

Frost held onto Storm's legs and explored her moist folds with her
clever tongue. Ororo moaned as the White Queen lapped up the liquid
evidence of her arousal. But the black woman stopped before she
could reach her peak.

Storm looked on as Emma got up and went back to the rack on the
wall. She stared in incomprehension as Frost selected a large white
cylindrical object with rubber straps attached to it. The White
Queen discarded it for a moment while she took off her own elaborate
finery. Once the Nubian Queen was naked she picked it back up.

Then the horrified wind rider understood as a gasping Emma Frost
slowly slid the dildo inside her womanhood and then placed the
straps in the correct position (once it was completely inserted a
long section of the dildo still protruded from Emma's thighs like a
huge white erection).

Emma Frost loved her toy.
While in her own opinion hands, tongues, and lips were adequate,
many women (even some lesbians) thought there was no substitute for
being fucked like a man would do it, even if it was with an
artificial cock.

Storm gulped nervously as Emma stepped behind her and caressed her
flaming red cheeks.
Emma preferred to take new girls from behind. Not only because it
was considered such a submissive posture, but also because she
simply liked to feel a pair of firm buttocks rubbing against her
thighs.

However, today was different.
She wanted to see Storm's face as she ravished her, and more
importantly, she didn't want the X-Woman to be able to ignore hers.

She moved in front of Ororo and gently kissed her. Then she stepped
back and gently fondled her heavy brown breasts. Pinching the big
licorice colored nipples between her strong fingers.

Storm simply took in the vision of erotic beauty and then
asked "what will you do with me and Kitty?"

"I haven't decided what to do with Ms. Pryde yet….as for you, once
we switch back I'll keep you as a pet and use you to breed the next
generation of Hellions" Emma replied in a surprisingly deep tone.

Hearing such words in her own voice, from a woman intent on
ravishing her seemed obscene to Ororo.

"How could you do such a terrible thing" Storm asked in a quiet
voice.

"You're a powerful, beautiful mutant, from good genetic stock, its
not that complicated" Frost answered in a bored tone.

Then she embraced Storm and pressed her dark bosom against Ororo's
large pale breasts. The X-Woman could do little to resist as she
felt the thick head of the dildo nudge against her femininity.

"Please….if you have any compassion any decency…don't do this" Ororo
said with just a hint of pleading in her tone.

Hearing her own voice saying such things disturbed Emma Frost. It
reminded her of how she was not always so powerful and dominant.
But she merely smiled wickedly in reply and thrust her hips forward.

Ororo Munroe cried out as the dildo entered her. She had been wet,
but it still hurt a little at first to have something shoved so
brutally into her cunt.

Emma silenced her with an open mouthed kiss. Her tongue invading
deeply into Storm's mouth.

The pain soon faded as Ororo became overwhelmed by the sensations of
the dildo pumping in and out of her moist depths, Frost's big brown
breasts caressing her own, and the feel of Emma's soft lips and
tongue on her mouth.

Then the White Queen moved one of her dark hands from Storm's side
to the cleft of her bottom, and gently thrust a pinky finger up the
wind rider's sphincter.

The unfamiliar sensation was enough to send Ororo over the edge.
And she cried out her orgasm into Emma's open mouth.

Once she finished Emma Frost withdrew and pulled back from the X-
Woman.

Her dark chocolate colored skin glistened with sweat, and because
she had not come yet she was still at the peak of her arousal. But
she had decided a certain Kitten would have to take care of that
little problem.

"Good by for now Ororo, I'm off to see Kitty, I am sure she will
prove most accommodating when I greet her in this form" the White
Queen said lightly.

Ororo Munroe was tired, uncomfortably bound, embarrassed that Emma
Frost had made her climax, and her ass hurt. But she refused to let
that comment pass.

"No matter what you look like on the outside Frost, you will always
be ugly on the inside" the X-Men said fiercely.

Emma gently cupped one of Storm's cheeks and said with something
like pity in her voice "your spirit may be more beautiful than mine,
but as a telepath I can tell you that all non-psychics really care
about is the packaging, not what is on the inside."

Then she turned around and walked out of the room. Leaving the
naked blonde X-Woman alone and bound in the dungeon.

Emma Frost gazed at the nude woman in the dungeon cell.

With her sweet tear stained face, and developing body Kitty Pryde
looked more like a fawn than a cat of any sort.

Beautiful prey in a world full of wolves.
Fortunately for her, this predator did not want to devour her in the
traditional sense.

Then the White Queen walked into the dungeon cell and closed the
door behind her. She was still nude, but she had taken off the
dildo and washed herself off.

When Kitty saw her friend she rushed to embrace her. Unaware of the
alien spirit within.

They simply held each for a few minutes. As Pryde calmed down and
drew comfort from the older woman's warm embrace.
"Did they hurt you?" Emma Frost whispered into Kitty's ear.

The young mutant hesitated for a second then whispered back "no….but
they took my clothes and they said….they were going to do THINGS
with my…..mouth and bottom."

The White Queen was displeased.
She had nothing in principal against using prisoners sexually. That
was what she was here for after all.
But you had to have some class.
You couldn't just use threats and physical force to have your way
with someone. Then you were no better than a common thug.

Standards at the Club were obviously falling.

"I'll do all in my power to protect you Kitten" the black mutant
replied. It seemed like something Storm would say.

Then she gently disengaged from Kitty Pryde and said
solemnly "Kitten there is something I must tell you…Emma Frost wants
us to perform for her…. if we do not she has threatened to give us
to the Hellfire Club men and then psychically force us to to make
love anyway."

Kitty quickly put her best-shocked and appalled expression on but
the White Queen knew the truth.

As a powerful telepath she often knew things about her enemies that
even their friends and family did not.

Emma knew that Kitty had an intense crush on the wind rider. Such
things were not that uncommon, but under normal circumstances
nothing would come of it.

Kitty Pryde was too shy and unsure to make a move on Storm, and
Ororo would never try to seduce one of her charges regardless of any
feelings she might have for them.

But these were not normal circumstances.

"Well I'd rather you touch me than a lecher like Shaw" the phasing
mutant said in her best weary tone.

"A bastard like him probably would put it up my butt" Kitty thought
angrily.

"I understand Kitty" Emma replied in a similar voice.

Only the most attentive observer could have caught the knowing smile
that briefly graced her brown face.

But she couldn't appear too eager.
That might give the game away.

"Are you sure Kitten" Frost replied in the loving voice Kitty knew
so well.

"Yes" the young mutant answered reverently.

Then she embraced Emma and placed her lips against the black woman's.

At first it was just a hesitant butterfly kiss. But it soon
deepened into something more.

Kitty was in heaven.
She had dreamed about doing something like this to her idol and
mentor for a long time. But she had never imagined that she would
actually get to in real life.

Ororo's lips were as soft as she had always imagined, while the
woman's magnificent bosom felt incredibly warm and soft against her
own much smaller orbs.

But the young brown haired mutant wanted more.

She broke off the kiss and moved down Emma's chest. The White Queen
groaned as Kitty took one of her big dark nipples into her mouth and
ardently sucked.

Kitty Pryde looked so happy and content suckling at her breast,
staring up at her with such innocent adoration (like a babe nursing
at its mother's bosom), that Emma Frost felt an unfamiliar spark of
guilt (which she quickly suppressed).

"Its not my job to safeguard the innocence and purity of my
enemies….if anything the opposite is true, better she lose her
innocence to me than to real monsters like Selene or The Friends of
Humanity…..who would probably take far more than her ignorance and
innocence from her" the White Queen rationalized.

Then she gently pulled Kitty away from her breast and said softly to
her "get on your back Kitten….there is something I want to show you."

Kitty Pryde quickly complied and lay down on the dungeon floor.

Emma studied the girl's form.

Her skin was pale and soft, yet firm; her growing breasts were
small, but quite noticeable on her svelte body (with cute little
pink nipples), and she had a little nest of curls between her thighs
the same color as the ones on her head.

Of course the best part was (at least from Frost's perspective) that
she was offering all this and more to the woman she thought was her
mentor.

The White Queen simply savored the moment for a while, then she got
on her hands and knees above the X-Woman, and lowered her head to
Kitty's chest.

The young mutant gasped as she felt her idol's lips on the flesh of
her breast.

Emma Frost spent a long time simply kissing the adorable little
boobs. Knowing that too much aggression would be out of character.
And that Kitty Pryde expected her loving making to be tender and
gentle.
Besides, Emma didn't want to rush things.

It was Kitty who pushed things to the next level.

"Please…no more teasing" the aroused young woman gasped.

Emma smiled sweetly, and then she took one of Pryde's nipples
between her teeth and bit down.

The black CEO almost roughly bit and suckled the sensitive little
bosom, but judging from Kitty's moans of pleasure, she didn't mind.

But the body thief eventually got tired of the fact that her
(current) needful form was receiving no attention.

So she repositioned herself so that Kitty Pryde's head was between
her thighs, and her own face was looking down at Kitty's groin.

As Pryde stared up at the black mutant's wanton sex she said
nervously "Ororo….I've never."

But Emma made a shh sound and then said in a voice as sickly sweet
as rancid honey "don't worry Kitten….I'll teach you."

Kitty looked up at the white furred mound and moist vaginal lips
directly above her head and replied in a soft voice "all right."

"Kitty do you see that little nub of flesh at the top of my vagina?"

"Yes" Pryde answered.

"Good….now I want you to gently stroke it" Emma Frost said
expectantly.

The dark haired Jewish girl hesitantly reached up with one hand and
began to lightly caress Emma's clitoris.

"Oh yes….just like that" Emma moaned.

Hearing her lover's sounds of pleasure gave Kitty Pryde a burst of
confidence, and she began to more firmly stroke the sensitive flesh.

The Black CEO merely gasped in pleasure, content to let the younger
woman take the lead for now.

After a few minutes the leader of the Hellions couldn't take it
anymore, and she moaned out "lick it and kiss my sex."

The young X-Woman raised her head and lightly ran her nimble tongue
over Emma's clitoris and then closed her lips over the older woman's
pussy.

It was too much for the White Queen.
With a loud cry she came, and the sweet fluid of the black mutant's
lust flowed into her student's mouth.

Emma Frost collapsed onto Kitty, so that her head was resting on the
girl's warm sex, her proud black breasts were squashed against the
young mutant's belly, and her cunt was only about two inches above
Pryde's head.

But Pride didn't seem to mind, and she continued to lick Emma's
vaginal lips and dart her tongue inside the woman's slit, as she
eagerly drank down the remaining sexual fluid.

Eventually the White Queen got tired of the uncomfortable position
and rolled onto her back.
She simply lay there for a few minutes, until some of her strength
returned.

Then she got up and went to a control panel identical to the one in
the dungeon Storm was being held in, and inputted the code to make
the wall slide back and reveal racks of sex toys.

"I am sorry Kitten…..but Emma Frost expects me to take your
maidenhead…what would you like me to use?" the White Queen asked in
a voice most outside observers would probably say, didn't sound
sorry at all.

"How did you know about that stuff there….or that I was a virgin?"
the phasing mutant exclaimed in surprise.

"Emma Frost told me…..she must have read your mind" the White Queen
replied.

"That evil bitch doesn't respect anyone's privacy does she" Kitty
said angrily.

Ordinarily Emma Frost would take offense at such a comment, but she
was too amused by the present situation to care.

She was using HERSELF as a bogeyman to drive Kitty Pryde into her
arms.
It was so deliciously twisted (Emma also made a mental note to tell
the real Storm about it the next time she saw her).

"No she doesn't, the vile woman might even be watching us right now"
Emma said with a hefty dose of false indignation.

Kitty looked around the dungeon warily.

"You really think so?" the Jewish mutant asked nervously.

"No way to tell" the Black mutant replied with a strange smile.

Kitty thought about stopping for a moment.
But something within Kitty Pryde seemed to rebel at the idea.

"Come on girl…when are you gonna get another chance like
this……..besides do you really wanna screw a bunch of creepy old guys
instead of Storm?" the young mutant asked herself.

"Oh who cares….if the only way she can get off is by watching girls
who are younger and prettier than her do it….I feel sorry for her"
Kitty said with youthful arrogance.

Emma Frost felt like slapping Pryde's smiling face.
But then she remembered that she still had exposing Miss Pryde to
the true identity of her lover to look forward to.

So she just nodded sagely and turned back to the rack of sex toys.

The wide eyed Kitty Pryde spent a long time studying the large
selection of dildos, anal plugs, strap-ons, and things whose purpose
she could only guess at.

Then the young mutant finally made up her mind.

"Ah….I think I would like you to use a strap on" Kitty hesitantly
said.

"So I could make love to you like a man" Emma replied with a smile.

A blushing Kitty Pryde nodded.
She was actually somewhat embarrassed at being so conventional.

"Geez….I'm in a literal den of debauchery and that's the best I
could come up with" she mentally chastised herself.

Emma guessed what was bothering her and sweetly said "nothing wrong
with that….sometimes the classics are best Kitten."

The White Queen selected the exact same type of strap on that she
had used on Ororo Munroe. It seemed appropriate somehow.

But Pryde insisted on being the one to put it on her.

First Kitty wet the tip of the dildo with her tongue, then she
placed the correct end against Emma's slit and began to slowly push
it in.

The White Queen made strange little gasping moans as the sex toy
slid inside her moist pussy. Once it was all the way in it took a
couple seconds for Emma to explain how to arrange the straps.

The phasing mutant simply took in the sight of the beautiful black
mutant for a moment.

Storm (or at least the woman she believed to be Storm) looked so
sexy with the large dildo emerging from between her thighs (at least
to Kitty).
Like some sort of goddess of lesbian dominatrixes.

Emma Frost appreciated Kitty's obvious enthusiasm.
Even many of the women who came to her bed (completely) willingly
became nervous when they realized that she was going to penetrate
them with a large object.
Pryde's eagerness was a pleasant change.

Emma gently grasped the dildo with one hand and smiled wickedly.

"I've never seen this side of her before…I wonder if Ororo acts this
way with all her lovers" the young prisoner wondered. Then she
couldn't help wondering if any of them had been women prettier or
sexier than her.

She had to know.

"Ororo have you ever…." Pryde began.
But she couldn't finish the question.

Even without her telepathic powers Emma Frost could guess what Kitty
Pryde wanted to know.
She looked at the girl's pretty love filled face, cute breasts, and
the rest of her virgin body, and decided to simply tell the simple
truth for once.

"Kitten I have had female lovers before….but none of them looked as
sexy as you do now" the White Queen solemnly said.

Kitty's answering smile seemed to light up the room.

Storm remained naked, bound, and alone in the dungeon where Emma
Frost had left her. But she was not as helpless as the White Queen
assumed.

Like many mutants who felt that their powers made them superior to
regular humanity, Frost had a tendency to underestimate the value of
more mundane abilities.

Ororo Munroe was denied the use of her true powers or her current
form's abilities, but she was not completely helpless.
She had once lived as a thief in order to survive, and she still
retained the skills from that time.

It took a while for her to wiggle one of her hands out of the
manacles, but after that it was easy to get the other one out.

Kitty Pryde lay on the cold dungeon floor with her legs spread. As
Emma Frost got on her hands and knees over the younger girl, Pryde
looked up at the black woman nervously.

"Will it hurt?" the Jewish mutant asked.

"Only at first and only this time" the White Queen said reassuringly.

"It doesn't seem fair…. boys don't have to go through this…. or
worry about getting pregnant" Kitty complained.

"True enough…but it all evens out somewhat Kitten…all that
testosterone makes men more likely to do stupid things like bungee
jumping and playing chicken with sports cars" Emma replied in a
contemptuous tone.

The cynical comment seemed completely out of character for the wind
rider, and Pryde shot the black woman a questioning look and said in
a similar tone "Ororo?"

In order to distract the younger mutant from her slip, Emma took
that moment to use her hips to line the dildo up with Kitty's
feminine portal and press forward. Pryde cried out as her vagina
was truly invaded for the first time (prior to this, nothing more
invasive than the Jewish girl's slender fingers had been in there).

"Storm it hurts" the dark haired phasing mutant whimpered.

"Shhhh….its all right baby…the worst part is almost over" Frost
consoled.

Then Emma thrust her pelvis forward with all her might, and the
lighter skinned female screamed as her hymen was broken by the white
tip of Frost's dildo.

Tears of pain slid down Kitty's cheeks, which the White Queen gently
kissed away to sooth the hurt.

The pain centered between Pryde's thighs was terrible, but it soon
faded as Emma continued to pump in and out of her slick passage.
Gradually the inner friction went from being merely tolerable to
pleasurable, and Kitty wrapped her legs around Frost and clutched
the black woman to her.

"I love you Ororo" the former virgin said tenderly as she looked
into the woman's beautiful blue eyes.

Pryde's obvious sincerity made all of Emma's ready lies seem like
petty, hateful things to the wealthy mutant (at least momentarily),
so she simply kissed Kitty passionately and pressed her bountiful
bosom against Pryde's smaller orbs, as she possessed the younger
woman in the most intimate way possible.


Ororo Munroe looked at her cell's door in loathing and disgust.
She had managed to get free of her bonds, only to realize that she
could not escape the room.
For all the door locks were on the outside, where she could not
reach them.

Of course, if Storm had access to her usual powers, she would be
able to simply knock down the door easily. But she didn't, and Emma
Frost's merely human (physical) strength was not enough.

However, Ororo was aware that she might have access to abilities she
normally didn't.

The currently pale skinned wind rider searched the room for the
knife Emma Frost had discarded when she had ravished the woman whose
body she stole. Once she found it, she used it to attempt to
disable the inhibitor collar she wore (which was blocking the blonde
woman's own mutant powers).
Munroe was not foolish or arrogant enough to think that she could
master the White Queen's telepathic abilities in the minutes (or
hours at most) she had before Emma Frost went to infiltrate the X-
Men in her guise as Storm. But she did hope that she could simply
send out a psychic cry for help that Professor X or one of the other
telepaths in the X-Men would hear.

Eventually, the former African goddess was able to destroy an
important part of the device with her knife, and received a mild
electric shock as the inhibitor collar short-circuited. But that
was nothing compared to the agony she experienced when Emma's
psychic abilities awakened, and the thoughts of those around her,
flooded Storm's mind.

Kitty Pryde had not cum when Emma Frost had fucked her for the first
time. Although she had enjoyed being penetrated in the end, the
shock and pain had been too great for her to orgasm.

Afterwards, she simply rested for a few minutes in the comforting
arms and warm soft bosom of the woman she idolized.

Then things took an unexpected turn. The woman she believed to be
(and in a sense WAS) Ororo Munroe suggested that Kitty might enjoy
playing the dominant role.

So with Emma's help, Pryde took the strap on dildo off the black
woman and placed it on herself (wincing slightly as the part
intended for internal use slid inside her still sensitive and
moderately sore womanhood).

"Now what?" Frost asked in a sweet tone, as she looked at Kitty
seductively.

"Uh…" Kitty said, momentarily confused.

"Your in charge honey…what do YOU want me to do? Emma explained with
a wicked grin.

"You should…er…clean off this dildo" Pryde exclaimed indecisively.

As she looked at the object in question, she realized it was still
covered in her own blood and vaginal juices.
"Ewww…I don't think we should keep playing with that thing when its
like that" the phasing mutant thought with mild revulsion.

But Emma showed no such inhibitions.

To Kitty's surprise the older woman kneeled before her and took the
rubber cock in her mouth. Simply kissing the tip with her lips for
a moment. Then she gave the thing Butterfly kisses along its length.

"Do you know why this tastes so delicious to me Kitten" Emma asked
the younger woman, who was entranced by the spectacle.

"Why" a breathless Kitty asked.

"Because it tastes of you" Frost said as she stared at Pryde
intently.

Something within Kitty Pryde melted with joy in response.
It was as though someone had seen into her heart and knew exactly
what she had to hear to make her happy (which wasn't far from the
truth).

Even though Emma Frost was currently in the submissive position (on
her knees with a phallus in her mouth) she felt incredibly dominant
and masterful as she stared up into Kitty's adoring face.

"Your MINE girl" Emma thought possessively.

But she still had to play the submissive to bring this erotic game
to the conclusion she wanted (where Kitty experienced the joys of
dominating another sexually).

So after deepthroating the fake penis a few times (as Kitty looked
on with a strange mixture of love and mild disgust) Emma lay on her
back and said in an uncharacteristically meek tone "I shall do
whatever my little mistress requires."

Kitty Pryde made a sound in her throat somewhere between a growl and
a moan. She stepped forward and ran her hands through her mentor's
silky white hair. Caressing and stroking Emma's head the way she
would a cat.

Giving into a sudden impulse Kitty pulled Frost's head back by her
hair and kissed her on the lips. Using her tongue to invade the
weather witch's luscious mouth.

Then Kitty flinched back, shocked by her own behavior.

"Storm I'm sorry I just..."

"Shhh….you have nothing to be ashamed of Kitten…its healthier and
more natural to acknowledge and give into our desires than to simply
deny and suppress them" Emma replied in a loving tone as she
interrupted Kitty.
Then the White Queen lay back on the dungeon floor and slowly spread
her legs, completely exposing the beautiful dark womanhood that
Kitty Pryde had fantasized about on so many sleepless nights.

"Come here Kitten" Emma Frost said seductively as gave Kitty a come
hither gesture.

It didn't even occur to Pryde to refuse the invitation.

The naked wind rider lay on the floor in a fetal position.
Clutching her head as she grimaced in pain.

Ororo Munroe's mind was bombarded by the thoughts of those around
her. The sounds, images, and feelings she was receiving were of
such intensity that Ororo could not tell the difference between the
reality of what she was `seeing' and the fantasies of those around
her.

Munroe saw things like…

The Black King Sebastion Shaw having an intense discussion with his
assistant Tessa, the immortal mutant witch Selene being shot down
with a bazooka, Emma Frost performing a striptease for a group of
construction workers, and even her own dear Kitty performing oral
sex on an artificial penis.

Making sense of these images her telepathic brain was receiving was
beyond Munroe now, and Ororo certainly could not try call to the
Professor.

Storm could only lay down and try to endure it.

As for Kitty Pryde, she was delightfully free of psychic senses at
the moment. This was fortunate for her.
Because if the young mutant knew exactly what was going through the
mind of the woman beneath her, she would not have found this
experience so enjoyable.

Kitty could only rely on her physical senses. Which told her that
the woman she adored, idolized and fantasized about was writhing
under her as the Jewish student slid inside her welcoming depths.

As the dildo thrust into Emma's moist cunny and Kitty felt her own
pink nipples press into the older female's glorious dark bosom an
unexpected ferocity overtook her.

For she knew she was not the first woman to share such intimacies
with her idol and teacher, and Kitty felt a wave of possessive
jealousy overwhelm her as she thought of other women experiencing
erotic moments like this with her mentor.
Pryde wanted to claim and mark this woman as her own somehow, so
that no one else would DARE try to lay claim to her.

It was not a rational or mature feeling.
But it was genuine and it was powerful, and it took Emma and even
Kitty by surprise.

Frost gasped in surprise as her `Kitten' harshly kissed her,
pressing their lips together and invading the black woman's mouth
with her curious tongue. Then clutching Emma to her so that Pryde's
(formerly) virginal little bosom squashed against Frost's large
brown breasts.

Kitty's eyes were only a few inches from Emma's, and the White Queen
was disturbed by the passionate, almost maddened look in Pryde's
gaze, and the fact that (for once) she didn't know exactly what such
a look meant.
To the wealthy mutant's surprise, her young lover suddenly ended the
kiss and bit down on the flesh of her neck. Emma cried out at the
unexpectedly aggressive act.

Then the captive mutant pulled back and looked at the teeth marks
she had left in dark skinned queen's flesh, and began to thrust her
hips back and forth. Emma cried out as the artificial cock pumped
in and out of her quivering flesh.

"I love you…I love you…I love you" Kitty said in an intense whisper
as she fucked the White Queen with her own toy.

It felt so WRONG to the proud Frost.
To be beneath Kitty Pryde, as the lovely little mutant aggressively
yet lovingly dominated her. Yet Emma could not deny the pleasure
she felt at Kitty's ardent touch.

Pryde's sweet little bosom felt so divine as it pressed into her own
cleavage, and the dildo provided such delicious friction as it kept
rubbing against her clitoris and stretched the sensitive walls of
her interior with its girth. It was not long before these
sensations pushed Emma over the edge and she cried out her climax
into Kitty's demanding mouth.

Pryde seemed to gain new stamina from this erotic victory and began
thrusting inside her chocolaty Frost until the friction from her end
of the dildo, combined with the joy of living out such a forbidden
fantasy, brought on her own orgasm.

Then, emotionally and physically exhausted, the younger female
collapsed onto the body of her lover. The two tired women simply
cuddled together on the dungeon floor. Unaware that hostile eyes
were watching them.

Emma Frost fondly gazed down at the young lover whose head was
cradled tenderly in her large bosom.
After making love with (what she believe to be) her idol and mentor,
Kitty Pryde had suckled Emma's large brown teats in a way that the
elder mutant found sweet yet erotic, and then fell asleep with
Frost's thick dark nipple still in her mouth. The White Queen had
pulled Kitty to her, and had simply watched the girl resting on her
soft, warm chest for a long time.

The powerful mutant and successful businesswoman known as Emma Frost
was in many ways a hard, ruthless woman. She had had to be in order
to thrive in the dangerous and competitive environment of the
Hellfire Club (as well as the sometimes equally treacherous business
world).

But for all her ruthlessness and cynicism, Emma couldn't help but be
touched by the passion, desire, and most of all, sincere affection
and (perhaps even) love that the woman known as Kitty had
demonstrated tonight.

The daughter of the Frost family had experienced far too little in
the way of genuine love and affection during her life, and she
suddenly felt the lack. Though she would never admit it to anyone
(at least as such) she wanted to see if she could coax more such
feelings out of Kitty (ideally directed towards her).

"I think I'll keep you" Emma thought as she tenderly kissed the
sleeping younger woman on the forehead.

Of course there would be complications once Emma Frost switched back
to her true body. But then she would have access to her telepathic
powers again, and Emma was sure all such problems could be solved by
a few psychic manipulations of Ororo Munroe and Kitty Pryde's minds.

Her own mind made up, the White Queen got up (slowly so as not to
wake up Kitty) and went to the dungeon wall to open up another
hidden compartment (this one full of pillows, robes, and blankets
rather than sex toys). After putting on a white silk robe, Emma
covered her latest conquest with a thick wool blanket.
Then she went to check on her (currently) wingless wind rider.

The White Queen went to the other dungeon cell and found her
prisoner, unbound and naked on the floor. Though too paralyzed by
the shock of experiencing Emma Frost's psychic powers to do anything.

Then Emma saw the poor state of Ororo Munroe's inhibitor collar, and
instantly guessed what had happened.

"You arrogant little fool…did you really think that you could easily
master abilities it took me YEARS to develop?" Frost asked with a
gloating grin.

Its doubtful Ororo could have coherently answered the White Queen in
her current state. But Emma kicked Munroe in the stomach before she
could give an answer of any kind (though not very hard, she didn't
want to damage her own body after all).

Storm groaned and tried to roll away from her tormentor. But then
her dark skinned enemy got on her knees by Ororo and fiercely
grasped the other woman's silky blonde hair, forcing the X-Woman to
look at her.

"You have no idea how completely you have lost do you?…I not only
have your body and your powers…but I just took your dear little
Kitten's virginity…I didn't have to force her….the little bitch was
so panting and eager she practically FORCED me" Emma said with her
face only a few inches away from Ororo's. Her words designed to
crush whatever remained of the former goddess's spirit.

Indeed, the fact that the hurtful speech was delivered by her own
voice made it even more painful to hear. But it had the opposite
effect of what Emma intended. The outrage and anger Ororo felt
seemed to unlock something inside her.

However, Emma had no idea of what was going inside the wind rider,
and merely continued her hateful speech.

"…you had no idea just how much Kitty wanted you did you?…the little
one was just craving your touch and you never guessed…it was SO easy
to take advantage of her crush and then she gave herself to me…
complet…"

Emma stopped speaking, disturbed by the strange look in Ororo's eyes
and some instinct for self preservation. But before she could do
anything, Storm struck.

Overwhelmed by anger and using instincts she didn't know she had,
Ororo Munroe sent a psychic blast towards Emma Frost.
But despite her great rage and the raw telepathic power of the brain
she possessed, Ororo was still almost completely inexperienced as a
telepath, and the blast was weak and unfocused (only the strength of
her emotion had allowed her to attack at all). If Frost had not
been sitting right in front of her, and if the White Queen had had
any mental defenses to speak of at the moment, its doubtful the
attack would have had any effect.

However, Emma Frost was, so the blast knocked her out with all the
grace of a psychic hammer.

Storm got up (relying more on pure will power than anything else)
and then stripped the unconscious Emma and dressed herself in the
robe. Doing her best to ignore the maddening chorus of voices in
her head.
So obsessed with one thought that even her desire to regain her true
body had been put hold.

"Poor Kitty…I failed to protect you and that witch took something
she had no right to…but I will NOT allow these monsters to hurt you
any more."

Kitty Pryde was having a wonderful dream about Storm dancing with
her in a beautiful red dress, unicorns, and all powerful ice cream
trucks, only to find herself rudely shaken awake, and staring into
the unwelcome (as far as she was concerned anyway) face of Emma
Frost.

"What do you want bitch?" Kitty angrily demanded.

"Kitten I know this will be hard to believe…I am Storm…and we need
to get out of here now" Ororo Munroe answered urgently.

"Don't treat me like a moron Frost…I can see that your not Ororo…so
don't bother with your stupid head games" Pryde responded defiantly
(unaware that the person she was trying to defy wasn't present).

Ororo just stared at Kitty for a moment, as she tried to figure out
how to convince the younger female mutant of her identity.
It was so hard for her to concentrate with all the foreign voices
and images filling her head, and all the ways of proving her
identity she thought of would take too long (she couldn't simply
tell Kitty things only Storm would know, since Emma was a telepath
that would prove nothing).

The important thing right now was just to get Kitty out of here.

As Ororo Munroe was lost in thought, Kitty Pryde studied the elder
mutant. The Caucasian woman was sweating heavily, and appeared
worried and preoccupied. This was not the White Queen she was used
to.


"Come with me child now or I'll…um…leave you here and Shaw and his
guards will…amuse themselves with your body" Ororo said as she tried
to think of a threat Emma Frost might make dire enough to get Kitty
moving.

It worked, for frightened by the prospect of being raped by the
Black King and his men, Kitty Pryde followed her mentor out of the
dungeon (which she had wanted to leave anyway).

The White Queen Emma Frost woke up slowly, her head aching terribly
thanks to the psychic energy Storm had assaulted her with.

"Wake up Storm."

The voice was unfamiliar, and when Emma tried to move her arms and
legs she realized she couldn't. Frost opened her eyes and realized
that she was naked and bound (with her arms chained above her head
and her feet chained to the floor) in the dungeon where she had been
left by Ororo Munroe. Moreover, someone had DARED to put an
inhibitor collar on her.

Before her stood the Black King's right hand woman Tessa, and a
woman that the Emma had never seen before.

The unknown woman had a voluptuous figure, skin so pale it was
practically white, long black hair, and deep red eyes. She wearing
a tight leather corset, a long cape, panties, silk gloves that went
up to her shoulders, and leather boots, all in black.

"I'm NOT Storm Tessa…we discussed this before…remember" Emma finally
replied acidly.

"I know that…unfortunately you are the closest thing we have to her
at the moment…for while you were dozing the wind rider and Miss
Pryde escaped" Tessa responded in wintry tones.

"WHAT…HOW" Emma exclaimed in shock.
Although Storm had taken down her, Frost knew (or at least
suspected) that that had been more a matter of luck than skill, and
that Ororo was in no condition to fight her way out of the Club, and
Kitty Pryde's own combat skills were laughable.

"Our security forces simply let them through…as you doubtless recall
only the Inner Circle and your most trusted Hellions were informed
of your plan to switch places with Ororo Munroe for security
reasons" Shaw's assistant answered in a tone of mild rebuke (for the
Black King had wanted greater security around the two X-Woman but
Frost had insisted that it was not necessary and would only increase
the likelihood of the X-Men finding out what was going on).

"Well that can't be helped now…so let me down so that I can get my
body back and try to salvage something from this mess" Emma said
irritably.

But Tessa made no move to help the wealthy woman. Instead she
merely smiled slightly and said "you misunderstand Frost…in the wake
of your failure the Inner Circle has decided you are to take Storm's
place."

"WHAT…THAT'S IMPOSSIBLE…SEBASTION AND MY HELLIONS WOULD NEVER ALLOW
IT" Emma cried in outrage.

"Your Hellions memories are being altered even as we speak…as for
the Black King…he was the most ardent advocate of your removal as
White Queen" Tessa replied emotionlessly.

Emma Frost stared at Tessa and guessed the truth.

"You're the one who convinced him to turn against me aren't you?"
Frost demanded in a venomous tone.

The cyberpath's voice was coolly professional as she answered "I
merely pointed out that this was not the first time an operation of
yours had failed and cost the Hellfire Club dearly…moreover now that
you no longer possess your psychic abilities and the wealth and
connections you did as Emma Grace Frost your far less useful to the
Club."

"Don't be stupid…I am STILL the head of Frost Enterprises…and
Professor Xavier won't let me keep his student's body forever…when I
switch back I'll…"Frost angrily started to reply.

But Tessa coldly interrupted her by saying "Banks or for that matter
your own company are unlikely to recognize you as Emma Frost given
your current form…and Xavier is for more ruthless than you realize…
besides…all that is a small matter compared to the fact that you
were planning a coup against Shaw so that you could rule the Club
yourself."

"What!" Emma squawked. Genuinely bewildered.

"Don't try to play the innocent Frost…I know that you have been
forging private alliances with prominent members of the Club…
strengthening your own position until you were strong enough to push
Shaw and me out" the dark haired telepath replied coldly.

This was not strictly true.
Emma Frost been strengthening her position at the Hellfire Club
independently of Sebastion Shaw for a long time. For neither of
them were entirely happy sharing power with someone else, and Emma
had always suspected that their good working relationship could not
last forever. But she had no definite or immediate plans for
turning on him.
However, as she stared into Tessa's cold eyes, she realized that
trying to explain such things to the cyberpath would be in vain.

"Why are you really doing this Tessa?" Emma whispered as she stared
at the woman.

Instead of replying aloud, Tessa answered in a telepathic voice
amazingly filled with venom for someone who presented such a cold
and emotionless front most of the time.

"Because I HATE you Emma."

The brown skinned daughter of the Frost family simply stared at
Shaw's assistant in stupefaction for a second. Amazed (and
embarrassed) that someone she spent so much time around could harbor
so much malice towards her without her noticing.

In order to change the subject she looked at the red eyed woman and
said "who have you brought to witness this little coup of you and
Sebastion's."

"This is Selene….the newest member of the Hellfire Club… and I
believe the next White Queen" Tessa replied as she gestured towards
the black clad woman. Selene merely smiled graciously (apparently
content to let the cyberpath do all the talking at this point).

The (apparently) former White Queen found this last insult
intolerable. They could NOT just casually dismiss her like this.
Tessa read her mind and stepped almost into Emma's reach. The
infuriated black mutant tried to lunge at her, but her chains held
her back. Restrained as she was Emma attacked with the only weapon
she had left, her sharp tongue.

She screamed abuse at Selene and the traitorous Tessa for many long
minutes (the two women merely watched with amused expressions on
their faces). Finally, when she had utterly exhausted herself she
looked at Tessa and asked "what are you going to do with me?"

Tessa's normally emotionless voice had a note of sadistic pleasure
when she answered "as I recall…someone suggested that Ororo Munroe
would make a good concubine and brood mare for the Club."

"But I'm not Storm" Emma protested, and was horrified that she
couldn't keep a note of pleading out of her tone.

The Emma Frost heard Selene's voice for the second time.
Though it was not an unpleasant voice its words (combined with the
bottomless hunger Frost saw in her red eyes) chilled Emma to her
very soul.

"Perhaps not…but if you're an ebony goddess on the outside who cares
what you are on the inside."

EPILOGUE

The astral plane is a realm accessible only to an elite group of
potent telepaths, mighty sorcerers, and other powerful beings. As
such it often makes an excellent place to conduct secret meetings.
As Professor Charles Xavier and his spy were doing now.

"Emma Grace Frost is dead" the astral form of Tessa announced.

The man who was widely regarded as the most powerful telepath on
Earth studied the cyberpath closely. Tessa had changed since he had
sent her to spy on Sebastion Shaw and be his agent inside the
Hellfire Club. She had become harder, colder, and more ruthless, as
well as more secretive.
Charles had always known that such changes were perhaps inevitable.
After all, the Club (especially the Inner Circle Tessa spent so much
time among) was a competitive and treacherous environment for
anyone. Doubly so for a woman like Tessa who had to spy on and
betray the people she worked with on a daily basis.

Nevertheless, Professor Xavier couldn't help being saddened by it.

"Are you sure?" Xavier questioned the telepath again.

"I am quite sure…Emma Frost tried to leave the Hellfire Mansion and
was shot down by security guards who didn't know her real identity…I
will send you the relevant details electronically as soon as
possible…Ororo Munroe will simply have to accept her new form."

The Professor gave up this line of questioning and asked "what can
you tell me about the new White Queen…I believe her name is Selene?"

"Very little I am afraid…Miss Selene's mental defenses are even
better than Emma Frost's ever were, and she has told us almost
nothing about herself…now I must go…the Black King is expecting me
to meet with him in a few minutes" Tessa replied in a cold monotone.

Then her astral form rapidly faded away, as Tessa left and returned
to what non-telepaths think of as the real world.

As Charles Xavier stood (metaphorically speaking) alone in the
swirling chaos that is the astral plane, he contemplated the fact
that the way he had treated Tessa over the years was not exactly
ideal for promoting or maintaining loyalty. But then he did his
best to push his doubts and fears aside. After all, she had never
failed him before.

A few hours later, within a luxurious New York City penthouse that
Sebastion Shaw had put aside for the new White Queen's use, Tessa
adjusted her hair as she prepared for another business lunch with
her official `master' the Black King.

"Don't you ever get tired of playing Xavier and Shaw's dog Tessa?"
Selene asked sweetly from the Victorian couch she was sitting on
with the nude and trembling Emma Frost in her lap. Idly caressing
Emma's dark brown skin all the while.

Most women would be angered if they were called someone's bitch.
But Tessa was not easily offended. Moreover, she agreed with the
sentiment.

Which was why she had invited the mutant witch Selene to join the
Hellfire Club, and taken other steps to create new…arrangements for
herself.

"They still have their uses Selene…at least for the moment…I see
your still enjoying playing with my pet" the cyberpath stated as she
turned towards Selene and then looked at Emma.

"Yes she is a sweet little thing…I knew she would be once I cured
her of her sharp tongue and willfulness" the psychic vampire replied
in a light tone as she absent mindedly cupped and fondled the former
White Queen's heavy breasts.

Emma Frost's once strong composure had been reduced to tatters
thanks to weeks of sexual and physical abuse at the hands of Selene,
Sebastion Shaw, Tessa, and even her own Hellions (who ironically,
were angry at her because they had been led to believe she was
responsible for the disappearance of their teacher, Emma Frost).
But she still felt her mouth opening to say a biting remark, when
Selene preemptively silenced her with a firm and (somehow)
authoritative kiss.

"I can't help noticing that you seem to be much gentler with Emma
now" Tessa stated as she watched them together.

Selene ended the kiss and said in a mocking tone "oh we will ALL
have to be much gentler with Emma for the next nine months…for she
is already carrying a future member of the Hellions."

Though she was not usually one for laughter, Tessa couldn't help
joining in with the immortal mutant witch when she saw Emma's
horrified expression.

THE END