Memories that weren't his flicked through Tim's mind dimly as X-23 and Storm finished fellating him, cock spurting all over their faces, his bitch pet eagerly licking up his cum with Storm laughing at the girl's rough tongue licking her face and tits. Tim didn't know who the X-Men were a few days ago but the voice in his head had given him a lot of information and instructions on how to stop and corrupt them. It seemed a small enough favor in exchange for the power to warp reality itself. Now, with their telepaths almost all reduced to simpering whores, very little could stop him.

 

"We are here, Master." grunted the monstrous Colossus as he drove the limo to a stop in front of the X-Mansion.

 

Tim slid his dick back into his pants and smiled as he stood to exit the car, followed by a nude Storm and his fuck pet X-23 walking on all fours before him. It was time to take care of business.

 

***

"We've got some sort of alarm - powerful mutants just showed up at our front door, unannounced. Where the hell is the Professor?" Cyclops barked in frustration. "And why hasn't anyone checked in from the mission seeking out the new mutant?"

 

"Not to worry, Slim, we got this. If these newcomers want trouble, we'll show 'em they choose the wrong place for it." Wolverine growled.

 

Jean Gray reached out with her mind to try and get a sense of the intruders, only to feel a wave of dizziness as it was rebuffed.

"Stay out of this mind, bitch. You have better things to do." a voice snarled at her. "Like fuck. That's all you're good for."

 

Before she could mount a formidable telepathic attack in reply, she felt an explosion of lust, her pussy suddenly gushing. Suddenly, all she could think of was fucking and the two man she'd wanted most were right there.

 

With a flex of her telekinesis, she shredded all of her clothes.

 

"Fuck me! FUCK ME NOW!" she shouted both aloud and telepathically into their brains with all of her might.

 

Woodenly but not unenthusiastic, both men began unzipping their flies and advanced on the eager redhead.

 

***

Betsy Braddock heard the telepathic shout in the Danger Room as she trained, wincing. Was that Jean demanding to be fucked? That couldn't be right.

 

She reached out with her telepathy only to find her body tingling as a result.

 

"I hate telepaths. Let's give you a much more fun power instead." a voice said with a snicker.

 

As Betsy tried to read the strange mind, she felt her chest tingle and then warm up instead as her tits expanded.

 

"Wha- ooh! Aah!" she gasped, hands raising to squeeze her expanding tits.

 

"You're in the Danger Room, aren't you? That's where you go to learn how to use your powers, right? So, learn. Keep learning until I say to stop. Your new power is to make your titties bigger and more sensitive. Have fun, slut."

 

Betsy felt herself use what used to be her telepathy again, this time making her tits swell even further, starting to strain her purple uniform top, thick nipples jutting through the material. They felt so hot, so sensitive. Her slim hands found her nipples and pulled, making her groan in delight.

 

"Noooo . . . have to stop . . . stop this . . . unggh!"

 

She felt herself use her powers again, making her breasts swell up to DD's, even as the Danger Room scenario around her changed from ninjas in Madripoor to a seedy strip club with a dozen of the X-Men's worst enemies standing around her as she stood in the center stage.