Note: in my storyline, X-23's name is Tiffany. For an explanation of how she got it, see A Little Rouge Goes a Long Way. In Evo, X-23 never had a name. The name Laura was added later when she was folded back into the comic.

Chapter 1 --- Phase Me, Baby

Jean made her way downstairs to Conference Room #4, still going over

the main points of the talk in her head. Most of the lectures for the

recruits were joint efforts between Scott and herself, but this one was

all hers and she was particularly nervous about it.

As she entered the room, most of the trainees were present as they

should be. Doing a quick mental roll call, she realized that only Sam

and Jubilee were missing. But it was still a few minutes until the

scheduled start time, so they weren’t tardy yet.

After a lot of effort, she and Scott had finally gotten the trainees to

take the lectures more or less seriously, though most of them still

preferred the exercises in the Danger Room and outdoors.

Something was going on, though. The students were carrying on about the

same as they always did, but there was an undercurrent of anticipation

undernearth it. Even without telepathy, Jean could tell that they were

planning some sort of prank on her. She didn’t know what was

coming, as she couldn’t read minds to find out. She just

hoped that it wouldn’t be too disruptive this time. Most of

them were conscientious enough to not damage anything or put anyone in

danger. She would let them have their fun as long as they settled down

and paid attention afterward.

The wayward X-kids showed up only a minute or two past the start time.

Jean gathered her notes and went into the lecture.

After a half hour or so with no interruptions, she was starting to

wonder if she hadn’t been imagining things before. The kids

seemed to be paying attention. As she talked, with another part of her

mind she gently probed the room, not to pick up thoughts, but to sense

the mood. No, it wasn’t her imagination. The anticipation was

still there. But it wasn’t sharply focused, as the kids

apparently didn’t know when the prank or whatever

was supposed to take place.

Jean mentally shrugged and continued with her talk.

When the prank occurred, it wasn’t anything like what she had

expected. It happened very fast, giving her no time to react. Her first

indication was running feet behind her. But she was facing the class

and the only door was on the other side of them, so nobody

could be behind her. Nobody except...

By the time she realized who it was, it was too late to do much of

anything. She felt a sensation that was peculiar, but one she had felt

before. It was like being stroked by a ghost. Kitty was phasing through

her body for some reason.

Since Kitty was at a run, the phase through Jean’s body took

a fraction of a second. Then the smaller girl was through her and

running toward the door. For some reason she had clothes in her hands.

Jean couldn’t see them very well from the back.

That’s weird, Jean thought. Then a second later she

recognized the clothes. What the FUCK?!?! Those are mine!

Jean looked down at her body and sure enough, Kitty had stripped her on

the fly, grabbing everything---jeans, blouse, bra, and panties. She was

buck nekkid, nothing but shoes and socks. She screamed and tried to

cover herself with her hands, while the class broke into hysterical

laughter. Of course, there was far too much of her to cover with hands,

so she bolted from the conference room, using her levitation for

greater speed.

She managed to make it back to her own room without encountering too

many people. Only then did she have time to think about what had

happened. Paradoxically, Kitty had apparently passed through her room

and dropped the stolen clothes on the bed, considerate behavior for

someone who had just stripped her in front of a group of people, mostly

male.

Jean mentally probed the mansion, but could find no trace of Kitty. The

smaller girl had apparently kept running, making herself scarce to

avoid Jean’s wrath. It was probably a wise course of action,

because Jean had plenty of wrath to go around. But after a few minutes

she calmed down.

Just as she finished putting her clothes on again, there was a knock at

the door. Jean opened it to find Tiffany and Rahne standing there.

“Are you okay?” Rahne asked.

Jean sighed. “Yeah. It’s not as if no one here has

ever seen me naked before. It’s just always been by my own

choice until now. I’m more shocked than anything. I just

can’t believe Kitty would do that to me.”

“It was Tabitha’s fault,” Tiffany said as

Jean invited them into the room. The three girls sat on the bed.

“Yeah,” Rahne agreed. “She put Kitty up

to it. Dared her to do it. We told Kitty not to.”

“Tabitha,” Jean said heavily. “Well, that

figures. She’s a pretty disruptive force around here. I guess

I owe her for this too.”

“What are you going to do?” Tiffany asked

nervously. “You aren’t going to hurt Kitty, are

you?”

“You know I wouldn’t do that,” Jean said.

“Well, I kinda wanted to right after, and she was smart to

disappear, but I’ve calmed down a little. But she does have

to be punished. She can’t pull shit like that even if it was

Tabitha’s idea. I mean, I just finished a period. It would

have been a hundred times more humiliating if it had happened a couple

of days ago, with a tampon string hanging there.”

“No shit,” Rahne said, wincing.

Jean paced the room. “I don’t want to tell the

professor or Storm, though. That’s kind of elementary school.

I’ll take care of it myself. I’m supposed to be

part of team leadership.”

Tiffany was still a little anxious, given her adoration of Kitty.

“What are you going to do?” she repeated.

“Just give her a taste of her own medicine. I’ll

find some way to embarrass the shit out of her in front of everyone, so

she will know what it feels like.”

“She does deserve it, I guess,” Tiffany admitted.

“It was funny, though,” Rahne said

hesitantly. “You should have seen the look on your

face.”

Jean nodded. “I’ll probably laugh about it later,

but in the meantime you can look forward to something equally

entertaining when Kitty gets hers. And Tabitha too.”

“It was kinda nice seeing your body again,” Tiffany

said shyly. “Even though it was a really quick

look.”

Jean smiled. “Would you like a longer one?” She

turned around, presenting her back, and lifted her hair up, exposing

the buttons to her blouse.

The smaller girls took the hint and undid her, taking alternate

buttons. Then to save time, Rahne unclasped the bra as well. A quick

pull on both items and Jean was topless again. She faced the other

girls and they gazed lovingly at her awesome tits. “Everyone

seems to want to strip me today.”

“Everyone always wants to strip you,”

Tiffany countered. “Who would not want to?”

Rahne and Tiffany each took a tit and devoured it.

“Ooooooohhh,” Jean murmured, pressing a hand to

both of their heads.

As she licked and sucked Jean’s tit, Rahne unzipped the older

girl’s pants, then pushed her hand inside the panties.

“Ohhhh, you’re wet already.” At the same

time, she felt Tiffany’s fingers at her own zipper, then

rubbing her pussy. She reciprocated, sucking the tit hands-free while

she fingered both Jean and Tiffany.

Jean lifted the three of them into the air, so slowly that the other

girls barely noticed that they weren’t on the bed any more.

The three of them hung there and kissed as they undressed each other,

dropping the clothes down to the bed.

Now that all of them were naked, the younger girls returned to sucking

Jean’s tits and rubbing her pussy and that of each other.

Tiffany fingered Jean on the inside while Rahne stroked her clit. At

the same time, Jean fondled the much smaller tits of the other two

girls, lightly stroking the nipples.

Jean shifted the three of them into a horizontal position, placing

Tiffany and herself into a 69. Rahne was on top of them, licking

Jean’s asshole as Tiffany ate the older girl’s

pussy. “Uhhhhhhh,” Jean moaned. All three of them

fondled whatever they could reach on the other two.

After a while, Rahne performed a genital morph. Ever since the Rogue

Wave incident, all of the X-girls had this capability. A freak accident

had transferred a tiny portion of Mystique’s morphing power

into all of them via Rogue. So now every girl in the mansion, and even

some who didn’t live there, such as Tabitha and Danielle

Moonstar, had the ability to switch from a pussy to a dick and vice

versa pretty much at will.

Rahne brushed her newly-formed dick against Jean’s cheek. The

older girl took it into her mouth, switching to fingers for the ongoing

stimulation of Tiffany. Rahne gently fucked Jean’s mouth,

while fingering her asshole. Since she was so much shorter than Jean,

it was a long reach, but she managed it. Jean licked and slurped the

dick as it slid in and out of her mouth.

Jean and Tiffany fingered each other to orgasm. As the two of them hung

there gasping, Rahne waited patiently until Jean had recovered enough

to resume the mouth fuck. She was mostly hard anyway so after a couple

of minutes she had a full boner. “Are you ready for me to put

this somewhere?”

Jean grinned at her. “You bet.” She repositioned

Rahne at her other end, and the Scottish girl rammed her dick into

Jean’s pussy. “Ohhhhhhh. That feels so

good.”

In the meantime, Tiffany had also switched to a dick, so Jean performed

another blowjob as she was fucked by Rahne. It took all of her

concentration to suck, however, with the intense sensation flowing

through her lower body. An interesting ramification of the Rogue Wave

accident was that in general, the girls had bigger dicks than the guys.

So even the smaller girls like Rahne and Tiffany had pretty substantial

tools.

Rahne hammered Jean while the older girl sucked Tiffany, feeling the

dick stiffening in her mouth. She gave it long licks and handled the

balls while Tiffany moaned. “Oh, Jean, you are so

good at that.”

Once Tiffany was hard, she inserted herself into Jean’s

pussy, as Rahne transferred to the asshole. That way they could both

use Jean’s natural lube. The two of them slammed Jean, as the

older girl writhed in ecstasy. “Uhhhhhhhhh.”

Rahne morphed into werewolf mode, and rubbed her furry tits against

Jean’s back as she rammed the asshole.

Tiffany loved participating in double penetrations. Not only could she

feel Jean’s love canal, but she also had the sensation of

Rahne’s dick rubbing against hers through a small amount of

flesh. She wasn’t tall enough to kiss Jean as she fucked, but

she was able to nuzzle the neck and squeeze the tits.

“I wanna stick it in somebody now,” Jean said a few

minutes later. She morphed to a dick as the other two girls changed

position. Tiffany was in her ass now as Rahne sucked the newly formed

dick. She fondled Jean’s tits with one of her furry hands,

using the other on Tiffany, knowing how much the other girl liked that.

Once Jean was hard, the girls changed position again. Jean shoved her

dick into Tiffany’s ass, taking it slow so that the smaller

girl could accommodate the biggest dick of any of the x-girls. With her

longer arms, it was easy for Jean to reach around and play with

Tiffany’s dick. At the same time, she blew Rahne, who was

floating above her.

Since Rahne hadn’t cum yet, having skipped the female orgasm,

the other two girls concentrated on her. Jean continued the blowjob,

while Tiffany entered the Scottish girl’s ass. Both of them

squeezed her furry tits. After a little while, Tiffany picked up the

pace, while Jean jerked Rahne off into her mouth.

With that kind of stimulation, it didn’t take long. With a

groan, Rahne unloaded into Jean’s mouth. The older girl had

to work to keep up with the deluge of cum. Just as she swallowed the

last and licked the remaining ooze, Tiffany cried out with her own

orgasm, pulling out of Rahne’s ass and poking her dick under

the balls so Jean could drain her as well. Jean swallowed another

gusher of cum.

After the two younger girls ran down, Rahne finished Jean off by

jerking her into Tiffany’s face. “I love

facials,” Tiffany said as Jean covered her in cum.

Breathing hard, Jean gently lowered the three of them down to the bed.

They fell asleep in each other’s arms, too wiped out to do

anything else.