Pairing: Emma/Kitty

Rating: NC-17 (Smutfic, Some SM, Language)

Summary: Inspired by Calibos's awesome picture, "Good Kitty". Emma breaks in a pretty kitty.

On the eve of the mansion's annual Halloween party, Kitty Pryde was finalizing the finishing touches to her costume. This year, she was determined to express her creativity unlike the year before when she went as a college student. She carefully fastened two pieces of black felt, cut into triangles, to a headband with clear wire. When she finished, she slipped the headband through her long, wavy golden-brown hair that rippled down her taut shoulders and back. Then she stepped back to inspect her reflection in the mirror.

Not bad, she thought to herself, twirling around. The attractive brunette was wearing a black leotard with a fabric tail sewn to the backside; black, thigh-high stockings; and black driving gloves. She giggled, amused with her handiwork, and wondered if anyone would find the humor in her costume choice.

Her musings were interrupted by a knock at her bedroom door. While she was wary of revealing her costume right away, she knew it would be rude to keep the other person waiting long. Besides, she looked cute.

Kitty opened the door to see Jubilee. "What's up?" she asked in greeting.

The young girl's sapphire eyes took in Kitty and the outfit she was wearing. "Are you supposed to be a rat?" she asked cautiously.

"I'm a kitten," Kitty informed her huffily. Then she peered over at Jubilee, who was wearing jeans, a yellow cashmere sweater, and brown loafers. "Where's your costume?"

"Bobby and I are going over to pick ours up at the shop," Jubilee explained, referring to her boyfriend, Bobby Drake. "We're going as Pedro and Napoleon."

Kitty snorted, the image of the couple striking her as rather funny. After her amusement subsided, she asked, "So what can I do for you?"

"Frosty wants to see you," the young girl explained, making a face as she referred to her former teacher. As a former student at the Massachusetts Academy, she never really cared for the former Hellfire Club member.

"She say why?"

"Apparently, she's ticked about the choice of streamers you picked out."

"What?"

"That's what she said. She sounded pretty pissed. You should get down to her office ASAP."

"She could have used her telepathy."

*Because I was too busy having those tacky decorations removed,* Emma's telepathic voice remarked crossly. *As Jubilation said, I would like for you to report my office. Now.*

Kitty scowled upon the intrusion and glanced at Jubilee, who did not appear to be privy to this. She rolled her eyes. "Looks like I'm trouble," she announced.

Jubilee stepped back from the door, allowing Kitty to pass. "You've been doing a lot of that lately," she noted. Since Kitty's return to the mansion, she and the White Queen had developed some sort of antagonistic relationship, where Kitty seemed to be reprimanded for seemingly minor or nonexistent transgressions on a regular basis.

"I don't know why she's picking on me," Kitty huffed as she marched down the hallway and towards the spiral staircase. "Maybe it's because I know what she's really like."

Jubilee paused at the top of the stairs. She, too, had run-ins with Emma in her younger so she sympathized with Kitty's position. "Just pretend to agree with whatever," she advised, drawing from her own experience. "Having her lecture you is painful enough."

Kitty grimaced. "Forget that. I'm ready for a fight." With that, she stomped down the stairs and headed towards Emma's office, which was on the other side of the mansion.

When she reached the imposing mahogany door, she glared at the brass name plate.

Emma Grace Frost Headmistress, Xavier's School for Gifted Youngsters

Rather than knock, Kitty simply phased through the door. At this point, she did not believe that putting on airs of respect was needed.

The décor of the White Queen's study was reminiscent of a converted carriage house in London. The walls were a glossy midnight blue, which were accented by lush, red velvet curtains, ancestral tartans and jacquards, and gold-framed sketches of horses, jockeys, and handwritten poems. Hurricane vases with brass trim sat on the coffee table next to textbooks and notebooks. Throughout the study, clean- lined chairs were upholstered in carriage-blanket plaids, while quilted velvet and suede pillows and drapes appeared to recall padded horse blankets. Navy pillows edged in gold trim inspired by cavalry epaulets, and gold buttons and leather buckles evoked crisp, tailored riding jackets. Beautifully appointed campaign furniture crafted from honey-hued mahogany and detailed with brass trim and mounts added to the English theme. There was a handkerchief-top game table that opened to reveal a leather-bound playing surface, while the traditional cane-sided sofa with sleek black leather cushions commanded the attention of the room. On the sofa, silk scarves featuring belted equestrian motifs were made into luxurious oversized throw pillows backed in navy suede.

Despite the classic feel of the space, there were contemporary touches. These touches could be traced to the tartan chairs with nail head trim and aged walnut trim, a red ostrich-leather ottoman with the same type of trim and recessed casters, and the Secretariat chest of drawers with its clean lines, honey-hued finish, and brass corner brackets. While the walls were dark, there was plenty of lighting from the floor-length windows and the numerous brass floor lamps.

"Your choice in decorations for the party leaves much to be desired," Emma said coldly, wandering from behind her desk to where Kitty was. Her long, white, fur-trimmed cape was pulled around her body, leaving her head and boot-clad feet exposed.

Kitty crossed her arms over her chest. "Some of the children went shopping with me," she explained curtly. "It's their party, so I let them pick out the streamers."

"The sentiment warms my heart," Emma commented sarcastically. "But that doesn't change how hideous they are. They're being taken down as we speak. I'm having my Hellions put up more tasteful ones."

The younger woman was indignant. "Who the hell cares what decorations are up? It's just a costume party!"

"I care," the blonde coolly replied. "We still have an image to convey. As a teacher under my supervision, you need to respect and follow my decisions."

Then she glanced at Kitty, her gaze roving over the feline-inspire costume she was wearing. "Perhaps we need to have a talk about respect," Emma remarked, her voice growing hard. Leaning close to Kitty's ear, she hissed, "Maybe this little cat needs to be taught a lesson."

Kitty was not someone who was easily intimidated. However, when the White Queen edged close to her and whispered in her ear, she could not help but swallow hard. Her voice alone sent chills up and down Kitty's spine. "What kind of lesson?"

Emma stepped back and brandished a white riding crop from her desk. "A lecture in your case will not do," she sighed, lightly slapping it against the palm of her hand. "So more extreme measures will have to be used, I'm afraid."

Kitty stared at her in disbelief. "What makes you think I'm going to let you do this?" she demanded.

In response, Emma unbuttoned her cape and allowed it to fall on the floor behind her. Instead of her usual outfit she wore as an administrator of the school, she was modeling a version of her Hellfire costume—white opera gloves, white G-string panties, and white thigh-high boots. Her corset was replaced by a cincher, leaving her full, tanned breasts bare.

The younger woman's mouth suddenly went dry, lapsing into stunned silence.

Tossing her platinum locks over her shoulder, Emma made her way towards Kitty. She smirked. "I believe this is more than enough incentive to make you stay." Her gloved fingers skimmed the fabric of the brunette's leotard. They traced the outline of her nipples and descended to the flare of her hipbones.

Kitty said nothing, still transfixed by Emma and her touch. She did not even notice the blonde pulling at the fabric of her leotard until she heard it tear. Before she knew it, she was completely naked, her skin meeting the cool air of the office.

The White Queen drank in the sight, tossing the remnants of Kitty's black leotard over her shoulder. The younger woman's skin was reminiscent of peaches-and-cream, and there was a smattering of freckles on her shoulders. She studied the well-toned definition of Kitty's muscles—her arms, her washboard stomach, and slim thighs and calves. Her breasts, though smaller than her own, were ripe and youthful with pink nipples that gleamed under the overhead lighting. Neatly trimmed, brown curls nestled between her legs.

Emma reached out a gloved hand, stroking one of Kitty's breasts. "Mmm..."

The younger woman jumped at first, startled. Then she found herself straining for the blonde's touch, liking the sensations it elicited. Breathing harshly, Kitty ran her tongue over her lower lip.

Emma gave her a shove, pressing Kitty's round bottom against the mahogany desk. The telepath then bent down slightly and leaned forward, flicking Kitty's nipple with her tongue before enveloping it with her mouth. She rolled the pink flesh in her mouth, sucking and feeling it stiffening quickly. The other nipple was rubbed and teased between her gloved fingers.

Kitty stifled a groan when Emma licked down her breastbone and suckled each breast. She clenched her hands into tiny fists, digging her nails into her skin as the other woman's tongue darted in and out of her navel, her tongue toying with her belly button ring. Try as Kitty did, it was difficult to deny the feelings and sensations the White Queen was rousing.

Emma paused to smirk. She knew exactly what kind of effect she was having on her pet. There was no need to make use of her telepathy to figure things out. The woman's responses to her touch spoke volumes. With a wicked sparkle in her blue eyes, Emma pulled Kitty away from the desk and circled her hand around Kitty's slim hips and then her rear, which was small but firm. She felt the smaller woman stiffen and arch her back, panting. Encouraged by this, the blonde moved her index finger up and down the space between Kitty's buttocks.

Wanting to feel more of this lovely creature, Emma yanked off one of her white opera gloves. She stood up and placed a finger on Kitty's heart-shaped mouth. "Suck on it," she ordered.

Kitty stared as if she did not believe what was being demanded of her. Yet, she complied, suckling on the digit slowly and with a great deal of saliva. She peered over at Emma, who looked pleased.

Carefully, Emma removed her drenched finger, sending a shiver down her spine and settling in her crotch. She could feel herself becoming aroused from the experience. Pushing Kitty back against the desk, the White Queen slipped her finger between the young woman's legs, through the kinky hairs, and inside the wet that waited for her touch. She pushed it in as far as it would go, which was not all that difficult given how soaked Kitty was.

This time, Kitty was unable to suppress her feelings any longer. She moaned and grabbed the edge of the desk. "Oh," she whispered. "More... More..."

"More what?" Emma asked, her tone sharp but nearly betraying the intensity of her own emotions at this moment.

Kitty whimpered. "Your fingers... Don't stop."

The blonde laughed throatily, inserting another finger. She slid them in and out of the tightness before adding a third and a fourth finger. Eventually, her entire fist was inside. Initially, Emma was unsure if Kitty could handle the experience since she was small, but the younger woman's inner walls accommodated her hand. They enveloped Emma's fist, knuckle by knuckle.

Kitty rocked back and forth on the hand inside of her. She was quite slippery inside and held Emma's fist tightly, the muscles contracting as the telepath worked her magic. Biting her lower lip, she tried to trap primal sounds that threatened to escape from her throat.

Meanwhile, Emma was thoroughly enjoying herself as well. However, she was not so lost that she had forgotten that she was teaching a lesson. *Who's fucking you, pretty Kitty?* she asked in her telepathic voice.

At first, Kitty tried to resist. But her resolve was shaken when the blonde flexed her fingers inside, eliciting a ripple in her vaginal walls. She cried out, face flushed pink. "Em...Emma!"

"That's right, my pet," Emma crooned, enjoying the feel and sounds she was creating. "Like that?"

"Yes...Yes." Kitty moaned in a voice that signaled that she was close to the edge.

"Who's making you come?"

"...Emma!" At that moment, the younger woman exploded. She came with a flood that cascaded down Emma's arm, a spasm that firmly grasped the telepath's hand, and a piercing shriek that seemed too much for Kitty's compact form.

Emma rode the waves of pleasure out with her. The feel of her own hand inside Kitty, wet and slippery, rushed straight to her own throbbing clit. She nearly came as well, but restrained herself. There was still a lesson to be taught.

She slid her hand out with uncharacteristic gentleness. Taking long, slow licks of her drenched fingers, her icy blue eyes glittered knowingly. "It appears as if you've enjoyed yourself," she observed with a smug leer.

Kitty shuddered from the orgasms she experienced, but managed to shrug her shoulders in a nonchalant manner. "I've had better," she said in an attempt to portray an indifferent, unaffected façade. Slowly, she tottered on wobbly legs away from the desk, but continued facing the White Queen as she continued. "From women more skilled than you."

This comment did not sit well with the telepath. "Let's find a better use for that insolent mouth of yours," Emma said sharply, seizing Kitty's chin with two gloved fingers. She stared deeply into the cat-like, brown eyes that defiantly glared back at her and then said in an icy voice, "Remove. My. Panties." With that, she jerked her hand away and stood up.

Kitty pushed herself into a kneeling position. Then her hands wander to the blonde's slim, inviting hips. She was about to hook her fingers into the waistband of her panties when she received a stinging slap on her right buttock from the riding crop. A yelp escaped from her heart-shaped mouth.

"With your teeth, girl," Emma snapped, nostrils flaring and drawing the crop back. "Now."

The younger woman's cheeks flushed from both anger and embarrassment. She placed her palms on the hard wood floor and tentatively leaned forward, grasping the G-string between her teeth. A frown creased her forehead when she discovered that the task was more difficult than she initially anticipated. The wretched piece hugged Emma's curves, resisting abdication. She found herself struggling with what was demanded of her. Furiously, she maneuvered with the satiny fabric. After what seemed like eons, Kitty finally pulled the panties off, revealing Emma in all her glory.

The little, white piece of fabric pooled at the blonde's feet and she stepped out of them slowly. Her blue eyes coolly roved over the brunette, who was still on her knees and breathing harshly. She saw that Kitty's compact, sleekly muscular body was covered in a thin layer of sweat. The sight brought an amused expression on her face.

She placed a foot in front of Kitty. "Lick my boot," she commanded in a crisp tone that conveyed she meant all business.

Kitty moistened her lips quickly, her eyes widening as she processed the order. She almost could not believe it. There was a part of her that screamed at her to get out, to leave this game. But this was negated by the other part of her that wanted her to stay and to see where this was going. Slowly, she lowered herself onto her belly and breasts, the floor cold against her bare skin. Her mouth planted a hesitant kiss on the white patent leather that covered Emma's foot. This soon turns into long, tantalizing licks.

The telepath took in the picture in front of her. Kitty Pryde, naked with the exception of black, thigh-high stockings and a pair of short, black gloves, was crouched down on all fours with her arms and legs pressed tightly against her body. Her rounded bottom was pink with faint welts from the riding crop. Thick, wavy golden-brown tresses veiled her face as she continued to shine the boot with her wet tongue. She makes her way from the tip of the boot to the ankle, kissing and caressing it with her mouth.

Emma frowned in displeasure. The young woman has taken a liberty not granted to her. Without hesitation, the blonde raised the riding crop and brought it down over Kitty's rear with a firm smack.

Surprised, Kitty gasped. Her entire body quivered, the impact resonating throughout. It was not the pain that made her on edge, but the knowledge that she had done something wrong.

Blue eyes narrowed, Emma spoke. "Did I give you permission to kiss my ankle?"

"No," the brunette answered, shuddering at the chill present in the blonde's voice.

"Then what were you doing at my ankle?"

"I... I don't know."

"Start at my foot again and don't stray. Understood?"

Kitty managed a grunt before returning her attention to the white patent leather.

Just for good measure, the stunning telepath administered another lash to her backside. "And tell me, who decides how to employ your tongue?"

The younger woman's mouth was dry. Somehow, she was able to provide a response. "You do."

Emma extended her leg before Kitty in reward. "You may kiss my ankle and work your way up my leg," she informed her pretty pet. "But you're to stop at the edge of my thigh-high boot. Go any further and you run the risk of being on the receiving end of another lashing."

The younger woman made an inaudible sound upon hearing this and went about following her orders. Slowly, she kissed the leather that clung to Emma's ankle and calf. She savored each spot as if that one spot was the center of her very existence.

Emma closed her eyes. Barriers. That was what this exercise was all about—creating barriers to her pretty Kitty while opening them up to her own pleasure. Simply knowing that this woman was so conscientiously attending to her boot-clad leg filled the White Queen with sheer, diabolical ecstasy.

Meanwhile, Kitty rose to her knees and wrapped her wiry body around Emma's leg. The younger woman's heart-shaped mouth reached the blonde's knee. Her hands embrace both sides of the other woman's shapely calf to straddle her leg. All the while, she edged closer to the apex of Emma's thighs, to the promise of delicious things to come.

Suddenly, the White Queen pushed her away, knocking Kitty on her back. She then grabbed a nearby chair and sat down. Smirking, the curvaceous blonde spread her creamy thighs. With a wave of her gloved hand, she motioned for her pet to kneel before her.

"Is this what you want?" Emma asked brusquely, pointing to herself.

Kitty felt her loins tightening and a rumbling low in her belly as she gazed upon the gorgeous vision in front of her. The sight alone made her legs tremble and her pink nipples harden.

Emma repeated her question. "Is this what you want?" This time, she began to use the tip of the crop to masturbate. She rubbed the flat bat over her clit and used it to open up her generous labia. She continued toying with herself in this way until the tip of the crop was gleaming.

Staring intently, Kitty watched as Emma inserted the handle of the crop into her entrance. The other woman used her other hand to stroke her clit. A sensuous, throaty groan escaped from her red-painted mouth as she increased the pace.

"Maybe I don't need you, Pretty Kitty," Emma taunted in a purr, losing herself in her pleasure. "This feels sooo good already."

Kitty suppressed an impatient whimper. She shook her head, golden-brown waves rippling down her wiry, freckled shoulders. Her cat-like brown eyes peered up at Emma in desperation. "Please."

"Please what?" Emma prompted, sliding the riding crop out and raising her brows expectantly.

"Please let me touch you," Kitty whispered huskily, chest heaving with anticipation. She looked as if she might wither away and die if she was denied.

The telepath smiled broadly as the younger woman spoke. Clearly, she had what she wanted. Her pet was broken now. She was hers. With a seemingly indifferent nod of her head, she signaled her pretty Kitty to venture closer.

Needing no further encouragement, Kitty placed her hands on Emma's tight hips. The skin was smooth and cool to the touch. Smiling greedily, she buried her face in the proffered crotch. Soon, her fingers replaced her hot tongue, sliding up the length of the White Queen's exposed limbs.

The blonde stroked Kitty's thick mane of hair, rocking her gently. She felt the younger woman's fingers glide along the baby fine skin separating her anus from her cunt. Moaning softly, she tangled her hand further into Kitty's tresses when Kitty began to slide her fingers in and out of her wetness. Emma increased the rocking motion, which seemed to fuse the two of them into one: one entity, one mind, one desire.

Kitty spread the other woman's lips wider, tracing ever-tightening circles around her clit. With her shoulders, she pinned Emma's back to the chair. She yelped when Emma dug her fingers painfully into her shoulders, bucking. Then the younger woman spread her lips further, allowing the cool air in the room to come into contact with Emma's waiting center.

"Now?" Kitty inquired. Watching the blonde's response to her ministrations thus far, she couldn't help but smile smugly.

Emma moaned, allowing the riding crop to fall from her hand and onto the floor. "Yes..."

Immediately, Kitty buried her mouth deeply into the White Queen's folds. She drank the other woman's pungent sweetness as Emma came. When the blonde's spasms began to subside, Kitty slid her tongue back to her clit to tease her further. Then she commenced drinking once again. Like a wandering nomad in the desert on the brink of dehydration, she consumed Emma until there was nothing left.

The telepath's body trembled, but she managed to regain some semblance of composure when her pet leaned in and gave her clit one last teasing stroke. She haughtily rapped the side of Kitty's head for it. The brunette drew back and raised her head to meet Emma's stare. Her heart-shaped mouth was glistening with moisture. Cat-like brown eyes glittering, Kitty wiped Emma's juices from her face with the back of her gloved hand. Then she suckled the remnants from her finger with a loud smack.

Emma's brows shot upwards, her expression one of surprise. She raised a hand in a threatening manner, as if to slap Kitty. Then, at the last moment, her hand cupped the back of the brunette's head to draw her face towards hers for a deep, lingering kiss.

Kitty pulled away, out of breath. The corners of her eyes crinkled as she grinned. "Same time next week, Auntie Emma?" she asked coyly.

Emma smiled. "Absolutely," she replied, leaning in for another kiss.

"Great," the wiry young woman murmured against her mouth. "But next time, I get to be the boss."