Morning came quickly. When Colossus awoke his arm was around Kitty's exposed body. She was holding his large hand close to her face and he could feel her soft breath as she slept. He touched her face with his hand and she woke up.

"Peter.." She said softly "How did you sleep?"

Colossus gently kissed Kitty's soft pink lips. Then said "Much better than I usually do. I got to sleep next to the most beautiful girl in the school,"

"Oh, you're so sweet," Kitty exclaimed. She looked away slightly "Did you mean it? What you said last night, after,"

Colossus touched her shoulder gently. "Of course I meant it Kitty. I really do like you." He pressed his lips to her shoulder. "I have for a long time. You just seemed interested in Bobby. So I didn't say anything."

"Peter, I like you too. I don't want Bobby anymore. He showed who he really is," She turned to look in his deep blue eyes. "I want a guy that makes me feel the way you do. I want to be with you, Peter"

"So, I guess we're together now?" Colossus said as he kissed Kitty's lips. Before they knew it they were making out. He gently ran his fingers down her body. When his hand touch her pussy she cringed.

"Ow, I think you ripped me last night Peter," She moved his hand away. "We might have to wait before we do it again,"

"I'm so sorry Kitty. I didn't mean to hurt you." Colossus apologized.

The door swung open and Cyclops walked in "Room check," He looked around and slightly closed the door so other students couldn't see in. "Kitty, you should get to class. Storm is giving an important lesson today."

Kitty frantically grabbed her clothes and looked at Colossus "He's right I have to go but I'll see you later," as she finished getting dressed she turned to Cyclops "Please don't tell the Professor about this," She ran out of the room and down the hall to class.

Cyclops threw a pair of pants at Colossus. "Get dressed," he said "You have a special class to attend today in Jean's lab. Don't be late." He left closing the door behind him.

Colossus finished getting dressed and walked down the hall. As he neared Jean's lab he seen Wolverine button his shirt as he walked out. As Colossus entered the lab he noticed Jean cleaning papers and pens off the floor.

"Ms. Grey, Cyclops told me I had a class here today." He explained. "So what's the class about? Where are the other students."

"There's no other students coming Peter," Jean explained. "It's just us,"

"I don't understand," Colossus expressed his confusion. "Why am I here?"

Jean approached him running her hand across his chiseled chest. "You're here because I want to do some research on your powers." She looks him up and down. "You are a large muscular man Peter. I'm going to need you to strip down so I can better examine you"

Colossus accepted her request and removed his clothing. She motioned for him to sit in a chair with straps to hold subjects in. He reluctantly obeyed. She strapped him down. He was very confused. "What kind of test are you going to be doing?"

"Well Peter, I'm going to test your stamina while in your natural form then again in your steel form," She began as she finished locking the straps in place. "So tell me does your entire body become steel?" She began to stroke his cock.

"Let me out of here," Colossus demanded. "I'm with Kitty this can't happen."

"Peter relax, Kitty won't mind. Its just research." Jean explained as she continued stroking his growing cock. Once he was fully hard jean began to remove her skirt and panties. She climbed on the chair and slowly lowered herself onto his giant rock hard cock. "Oh, you're so big!"

Colossus couldn't help it. It felt so good he broke the arm straps and grabbed Jean's hips. "Kitty can't know Jean," he slammed her down on his hard cock. He felt no need to be gentle. He had no feelings behind it.

Jean let out a scream half pain, half pleasure. "I swear, she'll never know," Jean bounced up and down on his hard throbbing cock. "Fuck! You feel so good!"

After only a few minutes Colossus could feel himself getting close."Jean, I'm going to cum," he warned as he quickly lifted her from his cock. He came all over the chair and himself.

"Quick change to your steel form now!" Jean instructed. She re positioned herself on his cock.

He obeyed and transformed to his steel form. He began to thrust in and out of her tight pussy. Making her moan louder and louder. He looked past her long auburn hair and was shocked by what he saw. "Scott?! I'm sorry! Please don't hurt me she told me it was research,"

Cyclops walked over to the chair where Jean continued to ride the massive steel cock. "Peter, I'm not mad. I'm not going to hurt you.," he assured as he pressed his lips to Jean's and slapped her perfect ass.

"Hey baby," Jean said as she turned herself into a reverse cowgirl so she could see him. Cyclops undid his pants. She lowered her soft lips to his cock and began to suck on the head.

Colossus continued to pound his hard steel cock into Jean's pussy while she slowly worked her way down Cyclops' now hard cock. She sucked hard and worked her way up and down his shaft.

Cyclops placed his hands on Jean's head ramming his hard cock deep in her throat. He felt himself cum, filling her throat. As he finished Jean pulled his cock out of her mouth and moaned. Colossus was pounding her wet pussy so hard she could hardly keep from screaming.

"Shit! I'm cumming!Oh god it feels so good!" Jean moaned as she came all over Colossus' hard steel cock. She positioned herself facing him now. As he thrusted in and out faster Cyclops slowly slid his cock in her tight ass. "Oh fuck me! Fuck me boys!"

Cyclops began to thrust harder once he was fully inside her. She began to scream from pleasure. "You like these hard cocks don't you Jean," he said as her grabbed a hand full of auburn hair pulling her head back. "You like that baby?"

"Oh fuck! I like it! Fuck me I like it!" She screamed louder. She tried to scratch Colossus but her nails just slid across his steel skin. He quickly pulled completely out and rammed his cock back in making her scream louder. "Fuck! Fuck! Oh fuck!" She came all over his cock again.

Cyclops was now pounding her tight ass. He was close he could feel it. He rammed his hard cock deep in her ass and filled her with his cum.

She moaned loudly as he pulled his cock out and attempted to get off Colossus' cock. "Fuck me I can't take any more! It feels so good!" But Colossus held her hips. He rammed her tight pussy hard and fast. "Oh fuck! Fu..." She screamed as she came again and again soaking Colossus and the chair.

Finally he released her hips and she stood up. Her pussy dripped from cum. Cyclops got to his knees and began to lick her dripping pussy. "Scott! Fuck its sensitive! Oh my god fuck!" She drenched his face with cum. He stood up and unstrapped Colossus who was now in his normal form.

"Did you even get close in your steel form, Peter" Jean asked as she wiped herself off.

Colossus stood up and began to dress. "Not even a little," he chuckled.