Covetous Kitty

Hi, everyone! Back at it again with another commission for a reader. I hope everyone enjoys it!

Pre-note: For those who are curious, this story was based on the characters from X-men: Evolution and is set a few years after that series.

Also, I may have taken some...ahem...creative liberties with Jean's powers. It's smut so don't @ me lol.

Tag warning: contains futa on female, breast expansion, and cum inflation

Disclaimer: All characters are 18+ years old

Thanks!

firebird68

Jean looked around the room at the collective of people gathered there. While she would never say it out loud, she hated these meetings. The X-Men had these meetings weekly to talk about activities and occurrences going on outside the Xavier Home. Most of the time, unless there was some crisis taking place in the world, they never discussed anything interesting and it was little more than a boring hour of her time that she would not get back. Zoning out, Jean allowed her thoughts to wander aimlessly.

Without meaning to, her telepathy began zoning in on the other heroes, transmitting their thoughts and emotions into her head. She knew that most of them would be angry at her invasion of their privacy, but she figured that what they didn't know couldn't hurt them. She would just skim their surface thoughts without digging too deep.

She avoided Professor Xavier, knowing that his superior telepathy would instantly detect her presence and give her snooping away, and focused on Logan. Wolverine's mind was always dark and clouded. She had tried to look deep within his mind before at his request, but it was almost impossible to glean more than his active thoughts. Right now, he was bored, like herself. He was silently grumbling and looking forward to getting back to his cigar that the meeting had interrupted, cursing the Professor's rule about no smoking indoors. Nothing too exciting there.

Shifting her focus to Scott, it was vastly different. Scott's mind was sharp and clear. His thoughts rarely strayed from what was taking place around him and his concentration was razor sharp. His memories were fluid, but he the past rarely surfaced in his conscious mind, choosing to bury the past surrounding his parents and his life before he became an X-Man. If she looked a bit further below the surface, as she had done a few times previously, she would have found a part of his mind that always was thinking about herself which she found sweet. As usual, he was taking the meeting seriously and listening intently to everything the professor was saying, as a leader was expected to.

Bobby was next. His mind was in distinct contrast to his abilities and hero persona. Unlike the icy exterior and power that flowed through him, he was a very bright and warm person, full of humor and levity. Personable and talkative, he added an element of fun to any undertaking. He was currently thinking about some girl he was meeting up with later tonight. Jean raised an eyebrow as she took in the plans he had for her and the positions he was going to fuck her in.

Not wanting to intrude on his sex life any further, she moved on to the person seated next to him, Kitty. To her surprise, Kitty was looking at her. More specifically, she was looking at...her chest? Looking further, she felt for Kitty's emotions. There was...Jealousy and...lust? Intrigued, she decided to listen further, curious as to why Kitty felt this way about her.

Kitty was indeed jealous of Jean. She was beautiful, smart, powerful, and she had something else that Kitty did not. Big boobs. Glancing down at her own chest, Kitty frowned. She had always figured that they would develop by her senior year of high school and she knew that being only five feet tall, she would probably never be as busty as Jean, but she still was nearly completely flat chested. Being around all the other female X-Men constantly reminded her of that fact. The rest of her comrades were just as gifted up top. Jean, Rogue, and Storm all had generous chests. Even Jubilee and Amara at least had C-cups.

Jean listened to all of these thoughts as the meeting continued. She sensed Kitty's eyes wandering over her body, but mostly focusing on her curvy chest. As the Professor concluded and everyone left the meeting room, Jean went up to her room, still absentmindedly thinking about Kitty's fascination with her boobs. Laying on her bed, she looked over said object of the teen's envy and ran her hands over their curve. She had always been proud of them, of course. She loved the way they drew attention and Scott had always been crazy for them in bed. She couldn't blame Kitty for feeling the way she did. Her lust increasing as she continued to think about it, an Idea came to Jean. A grin formed on her face as she resolved herself to go through with it tonight.

Finishing her homework, Kitty changed into her sleep wear, which was just a t-shirt and panties, and laid down on her bed, flipping on her TV. She was interrupted from the screen by the sound of her bedroom door opening.

"Jean." She said, as the sexy redhead entered her room.

She paused as Jean strode toward the bed, stripping off her clothes along the way. Her pants and shirt were off by the time she sat on the mattress, clad only in her underwear.

"Jean, what are you doing?" Kitty stammered.

She tried to maintain eye contact, but her gaze inevitably traveled to Jean's substantial cleavage that was hovering over her. Swallowing nervously, she forced herself to move her eyes back up to Jean's face. Jean just smiled in satisfaction as she noted where Kitty's line of sight had traveled.

"So, you're really jealous of my boobs, huh?" she confirmed.

"W-what?" Kitty stuttered. "No! Of course not! You just...surprised me is all."

Jean laughed, the angelic sound falling on Kitty's ears like spring water splashing down the rocks of a gorge.

"Come on, Kitty." She chuckled. "You can't hide it from me. I can read your thoughts after all. Turns out I'm not the only one who doesn't pay attention during meetings."

Kitty's cheeks burned as she realized that Jean had been listening to everything she was thinking during the meeting.

"It's not what you think." Kitty protested. "I was just..."

She stopped as Jean pressed a finger to her lips, silencing her.

"Don't worry, I'm not here to judge you." Jean assured her. "I'm here to help you out, actually."

Kitty watched, frozen, as Jean lowered her hands to hover over her chest. Jean's eyes glowed for a second as she activated her powers and then returned to their normal blue hue. She dropped her hands back to the bed. Nothing happened for a moment, but then Kitty felt a slight tickle in her chest. Her eyes widening in shock, she stared as her boobs began to grow right before her eyes. Her tiny tits swelled and inflated as she gaped in astonishment. They expanded and grew, pushing out her T-shirt and becoming heavier and heavier. A-cups...B...C...D...DD. Finally, they stopped growing, the tiny teen now sporting a huge DD bust that looked positively enormous on her tiny, slender, 5'0" frame. Kitty was rendered completely speechless and she couldn't look away.

"That's much better." Jean said.

She reached down and grasped Kitty's new boobs. Kitty gasped and her back arched up off the bed, inadvertently pushing herself further into Jean's grip. Not only were her boobs much, much bigger, but they were also far more sensitive. Every squeeze sent jolts of electricity through her body and she cried out in pleasure as the gorgeous redhead kneaded and massaged her bust through her shirt.

Smirking at the teen's reaction, Jean pulled Kitty's t-shirt up and over her breasts, baring their beauty to the two of them. Despite their size, they were impressively firm and only slouched slightly to the side, their heavy weight subjected to the forces of gravity. Her hands descended again to grope and rub Kitty's boobs, sending the little teen into more fits of moaning and writhing. Jean lightly pinched her nipples, drawing adorable squeaks from the girl. Eager to hear more, she continued to pinch and fondle her until Kitty was panting and crying out.

Giving the girl a short rest, Jean slid between her legs and laid down on her front, her head hovering right above Kitty's puss. Utilizing her telepathy to access Kitty's weakened psyche, she compelled the girl to use her powers momentarily and phase through her panties. The small, lace garment fell through Kitty's skin and landed beneath her on the mattress, pressed between her rear and the bed. Licking her lips devilishly, Jean lowered her head and extended her tongue to lap experimentally at the girl's now naked pussy.

Already burning with lust, Kitty yelped and shivered as she felt Jean's soft tongue caress her wet slit. Encouraged by her excited emissions, Jean began licking and fucking Kitty with her tongue. Within a minute or two, she had the girl trembling and squirming beneath her as she was struck by an intense orgasm. Kitty screamed and wriggled, her sensitive clit being assaulted by Jean's eager tongue. Every time the soft, pink appendage connected with her pussy, sparks of ecstasy flew up to her brain, scrambling her thoughts. Not wanting to break the poor girl just yet, Jean relented and paused her torturous actions, allowing the heaving teen to catch her breath.

"Wait!" Kitty panted, her climax petering out. "Wait, Jean!"

"Hmm?" Jean lifted her face from between Kitty's thighs.

"I'm not into girls!" Kitty protested. "I'm not a lesbian."

"Well, neither am I." Jean laughed, her eyes sparkling in amusement. "But I don't think Scott will mind."

Kitty opened her mouth to argue again, but Jean cut her off by rising to her feet to stand next to the bed, sliding her own panties down her shapely legs.

"If it's that big of an issue for you, maybe I should use something that you're a bit more...amenable to."

Jean's eyes glowed, once again signaling the activation of her abilities. Light seemed to come from her fingertips to condense at her crotch. When the glowing ceased, there was now a thick, erect, twelve-inch penis protruding from her groin. Kitty was rendered speechless yet again, her wide eyes locked on the throbbing rod now attached to Jean. Jean had no such hesitation and climbed on the bed to straddle Kitty's collarbone, her length smacking against Kitty's face and making her flinch.

"No, that's not what I me-..."

Kitty protests were cut off by Jean stuffing the head of her cock in her open mouth.

"Too late now, Kitty." Jean said breathily.

She pushed herself deeper past Kitty's stretched lips to tap against the back of her mouth. Kitty gagged as the fat head poked her uvula. She whined and glared up at Jean, but the redhead just smiled sweetly in return and slid herself back and forth between her lips. Kitty tried to maintain the aura of being angry over the intrusion in her mouth, but she was quickly losing the battle. She had to admit, the gorgeous redhead's undeniable raw sexual energy teamed with her impressive, giant cock had a profound effect on her. Her pussy was tingling all over again and she could feel her pulse increasing as her body warmed up to the notion.

Jean moaned in surprise as she felt Kitty begin to lightly suck on her head as she pushed it in and out of the teen. Her hot, wet mouth felt magical around her new organ. She now knew exactly how Scott felt when she gave him blowjobs and she loved it. She observed as Kitty's angry expression slowly but surely melted into one of desire. Her eyes shining with need, she slurped and suctioned on Jean, her tongue rubbing and caressing her throughout. Experimentally, Jean stopped moving her hips to see what would happen. True to her suspicions, Kitty raised her head from the pillow to suck her on her own volition.

"You're quite the little slut, aren't you?" Jean chuckled.

Realizing she had been caught, Kitty shyly dropped her eyes from Jean's bemused expression. She stopped moving her head, but, to Jean's delight, she continued suckling on her tip. A few drips of pre-cum emerged and Kitty eagerly swallowed them down.

"Well, since you're such a hungry little cumslut, let's give you something more to eat."

Kitty's eyes widened as she felt the head of Jean's cock smash into the back of her mouth at the conclusion of her sentence. She squealed but that was quickly morphed into a gag as the entrance to her throat was stretched slightly. Lifting Kitty's head off the pillow, Jean grunted and slammed back into her, gaining more purchase in her mouth. She vigorously pounded into Kitty's warm mouth, ripping gags and chokes from the tiny teen as she felt the bulge in her throat progressing further and further towards her stomach.

Lifting herself off of Kitty's collarbone and leaning directly over top of Kitty's face, Jean dropped her hips toward the wide-eyed girl. With a groan of bliss, she felt her thick cock bend around the corner of her throat and sink into Kitty as her weight propelled her dick downwards until her navel connected with Kitty's little nose. Pinned between her pillow and Jean's hips, her neck bulging profanely, Kitty choked and spluttered as her virgin throat was penetrated for the first time.

Biting her lip, Jean reached down and pinched Kitty's nose, cutting off her already compromised air supply and making her throat tighten up dramatically around her. Ignoring the increasingly distraught struggles from the teen, Jean basked in the constricting heat of her toy's convulsing throat. She ground her crotch against Kitty's red face as the girl tapped frantically against her thighs. Jean finally relented and raised herself up, pulling her cock from Kitty's battered throat.

Kitty coughed and retched, gulping in air as her windpipe was finally cleared. Feeling movement on the bed, she raised her head and looked down past her new breasts to find Jean was once again between her legs. This time, however, she was planning to put more than just her tongue in her. She had her huge, slick penis lined up with Kitty's pussy. Jean winked and licked her lips before burying half of her shaft in Kitty in one powerful motion.

"Fuuuuck!" Kitty yelled as she was impaled.

Kitty cried out as her walls were spread wider than ever before. Her pussy stretched taut around Jean, forced to conform to the thick girth spearing her. Jean cooed in excitement at the loud, high-pitched vocal reaction from Kitty and retracted her hips, eager to hear more. She was rewarded by another cry from the emitted by Kitty as she slammed back in, forcing more of her shaft in. Setting her hips in motion, she initiated a steady rhythm of pounding the girl senseless.

Pushing her long, scarlet hair back over her shoulders from where it had fallen during the relentless fucking, Jean lifted Kitty's legs to rest on her shoulders. From this position, she had much better leverage which she used on the very first thrust. Kitty's eyes rolled up and she wailed as twelve inches of thick cock were pushed deep in her tight pussy. As the tip mashed into her cervix, she climaxed furiously. Her pussy clamped down on Jean and she trembled and shook as lightning jolts of sensation ravaged her body and mind. Jean bit her lip and kept on going, fucking the little teen through her tremendous orgasm until the girl was a drooling, babbling, quivering mess.

Retreating from Kitty's soaked pussy, her length dragging along her walls and sending spasms through the girl, Jean pulled out of the warm hole in search of a new home for her cock. Kitty, panting and covered in sweat, suddenly felt something pressing against her tiny, tight ass. Raising her tired head, she met Jean's eyes with her own, shaking her head fearfully at the thought of that giant rod being forced in her virgin ass. Her eyes sparkling playfully, Jean prodded the tip forward, teasingly poking at Kitty's tiny entrance and making her whimper nervously.

"Feel free to scream, Shadowcat." Jean giggled. "No one can hear you."

With that, she powered her hips forward, driving herself to the balls in one furious stroke. Scream is exactly what Kitty did as she felt as though she were about to be torn in half. Her eyes wandered aimlessly in her skull as she felt her butt being spread impossibly wide. The feeling of fullness overwhelmed her poor mind. She could feel the thick shaft pushing the wall separating her ass and pussy to rub against her G-spot from beneath.

Jean moaned lewdly as she was surrounding by the tight, hot embrace of Kitty's virgin ass. Her hips became a blur as she started to thrust into Kitty's velvety, smooth ass, lost in the blissful sensations of fucking her first butt. Now she knew why men constantly asked for anal. This was why Scott was always eager to fuck her ass whenever she let him. This was absolute heaven. Looking down at Kitty's face, she saw the girl was practically being fucked silly and her verbal responses were becoming more and more frequent and higher in both volume and pitch.

"You're gonna cum, aren't you?" she breathlessly asked the dazed teen. "You're going to cum from me fucking your ass! You really are quite the closet slut, Kitty."

Jean reached her hand down to where they were joined together and placed her thumb on Kitty's clit, resulting in a delicious yip of pleasure.

"Let me help you get there a little faster, sweetie."

"Oh, my fucking god!" Kitty yelled, cumming as soon as Jean's finger made contact with her clit.

Her pussy clenched and spasmed, wishing for something to fill it, which Jean fulfilled by inserting two fingers in her dripping hole to work with the thick rod pounding into her ass. With a scream of her own, Jean buried herself to the base in Kitty's ass and unleashed her orgasm. Shot after shot of hot cum filled the climaxing young teen as she thrashed in ecstasy. Jean pumped forth copious amounts of jizz, her cock acting like a hose. Panting and moaning, she watched in fascination as Kitty's tight, toned tummy began to swell under the building pressure of her cum. The two girls stared in wonder, still hazy from their orgasms as Kitty's belly grew and expanded as it was packed tightly with the hot jizz until it looked like she was nine months pregnant.

Her load slowing to a more modest trickle, Jean reached out and rubbed her palms over Kitty's taut, inflated midsection. Kitty whimpered and trembled, gazing in shocked wonder at her bloated belly. Her eyes wandered up to Jean's and a tingle of fear shot through her at the devilish smile on her face and the predatory look in her eyes. It looked like Jean had further plans for her and that made her nervous.

Kitty was let in on Jean's plans as the redhead centered her palms on Kitty's belly and forcefully pushed down. Her eyes sparkling mischievously, she winked at Kitty as the teen's eyes widened in understanding. With her ass still stuffed with Jean's cock, the cum had only one place left to go. Kitty felt the warm liquid fill her throat first before it flooded her mouth. Clamping her hands over her mouth, she tried to contain the load, only to feel it spew out her nostrils a second later. Jean pressed down harder, and fluid trickled past her lips and through Kitty's fingers.

Unable to contain the building pressure any longer, Kitty's tired arms wilted and the river of white cum exploded from her mouth. Her new, huge tits were bathed in a wave of the hot fluid. Kitty's eyes rolled up as the stream burst simultaneously from both her mouth and nose. Jean didn't let up until Kitty's belly was once again flat and all the jizz had been forced up through her mouth and nose.

Gasping for air, Kitty looked down at her body. She was absolutely coated in cum. Her breasts were painted milky white from all the fluid she had projected down her chest. Her chin and stomach were equally drenched in the stuff. Laying back against her pillow, the exhausted teen collapsed and promptly passed out, completely worn out from the intense fucking.