Chapter 20: Panic Attack

Phillip ran and ran and ran. Where he was running to, he didn't know at the moment; he just knew that he needed to get away. He had lied to the Professor, surely that would be grounds for his expulsion from Xavier's School for Gifted Children. LIED! So Phillip continued to run and run.

He had lied to the Professor! If he was jaded enough, he would agree that there was an argument that he didn't lie to the School's Head Master but instead had misled him, tricked him. Why would he do that? Maybe it was because the Professor had insisted he lose his virginity! What kind of Head Master insists a student fuck another student or the Assistant Head Mistress for that matter? Because he thought it was best for Phillip's acclimation to the school? The school was a nut house with the wackiest nuts Phillip had never dreamt of meeting.

Phillip had been running with his Field on ever since he had left the Professor's private chamber; a visit that couldn't have ended quickly enough for Phillip. Even with the image of a near naked, near naked as in wearing a choker and thigh high boots, both white of course, Ms. Frost riding the Head Master and Illyana bent over his desk while an equally naked Nurse Prachett took her from behind with a large neon purple strap-on burnt into the back of Phillip's mind, and still he could not resist the panic's siren call to run. And run is what he was doing.

The Professor had wanted Phillip to lose his virginity, make a man out of him to wit, and Phillip found himself surrounded by the very willing and very naked Illyana and the Assistant Head Mistress who were both aching to be the 'lucky one' selected by Phillip for his cross-over into manhood. That was just too much for Phillip and the panic started. He had to get out of that room and after mentally scratching at straws Phillip had come to the solution. He would seek permission to ask another student, one of the many and very willing young nubile females at the school.

Each of the females affected Phillip in similar and yet vastly different ways. There was not a single female at school that Phillip had not lusted after at one time or another. Of the twenty one females at the school, only Mrs. Veneer was married which immediately crossed her off of Phillip's list of those eligible. Ann Marie and Carol were not available because of medical reasons. Phillip assumed the same with Teresa, though he really didn't think her opening was still the size of a 'coffee can' and even that description told to him had to be an exaggeration. Dani and Rahne had issues with Phillip or was it Phillip had issues with them? Shan was a student who Phillip had seen sparingly, but when he made an inquiry on her, was told by Illyana that she was coming to grips with her sexuality and was on a sabbatical from sex.

When Phillip gave her a queer look, Illyana had reiterated that Shan had made the realization that she was a lesbian and that conflicted with her hedonistic lifestyle here at Xavier's, which conflicted with her Catholic upbringing, so she hid out in the library until she could come to terms with herself, which Illyana thought was a shame since she used to be her roommate and Illyana missed the mid-night snacks of eating Shan's flowery petals and Shan hers. Stacy was still a virgin, the whole thought that the most overtly sexual person Phillip had ever met was still a virgin bewildered Phillip and therefore made her off limits as well.

Phillip losing his virginity was to precede Phillip actually sleeping with his roommate Sally, who while not being virginal, had not had sex since she ran away from her child raping father three years ago. That was just one more thing that filled Phillip with terror. Why did Sally choose him to be her comfort pillow? Was it because she wasn't threatened by his three inch thang?

That left twelve very agreeable females for Phillip to possibly choose from. Illyana and Ms. Frost had already met Phillip halfway by showing up naked at the Head Master's private chambers. The bodacious Nurse Prachett (Hello Nurse) was fervent, so long as the proper precautions were taken since she was HIV positive. Ororo, the ebony goddess with all of her piercings had shown Phillip just how accessible she was and Kitty had made known her voracious oral appetite was as large as her cavernous mouth. Then there were the twin exotics Betsy and Lorna, one of purple hair and Asian cuteness and the other of green hair and Mid-western cuteness. Rounding out the potential X-Men and staffers was Jean Grey whom Phillip was sure everyone agreed was the ideal dream girl, someone so beautiful and exquisite that they shouldn't exist and yet Jean did.

Of his female peers available to him, Tabitha and Amara led the way, literally with their over abundant boobies and while Jubilee looked like a flat board compared to those two all would agree that only Illyana came close to her freakish sexual needs. In between all of these was Rachael, who currently was monogamous with Teresa but had confessed a desire to expand the pool of her potential suitors. But that isn't why Phillip had picked her, he picked her because he had already asked Rachael the night before about the possibility of the two copulating and she had turned him down. Phillip saw that rebuff as his out from the pressure put upon him to experience the most embarrassing situation he could ever think of. Phillip plainly was not ready for that type of humiliation.

So he lied to the Professor and requested to ask Rachael to take his manhood. That little white lie got him out of the Head Master's private chamber, away from the suffocating press of Illyana and Ms. Frost's rush for his manhood. And a small thing it is too. When Phillip made his appeal he was too agitated to notice the Professor's facial expression go from shocked to be rapidly replaced by conniving, but he did hear Ms. Frost's gasp with a leery, 'excellent' followed as she drilled his shoulder with the hardened tips of her larger than fair bosom. After an awkward hiatus the Professor told Phillip that he was very impressed with Phillip's thoughts and that his asking Teresa to intercede on his behalf with Rachael was more than ideal.

Illyana's hand aggressively grabbing Phillip's crotch tore his attention away from the smiling Head Master as she asked if that meant she was to get no satisfaction. The Assistant Head Mistress's hearty laugh told the sexually wanting Illyana that she would be taken care of, followed by Ms. Frost kneeling in front of the Head Master and as promised, after she pulled the blanket off of his lap, she attached a strap onto his depressingly normal sized penis; lapping it with love. Phillip looked away and wished he hadn't. There stood the superb Nurse Prachett, standing tall; standing naked except for a strap about her waist holding an ambitious neon purple dildo that hung low between her legs. If it wasn't for the presence of the fake penis, Phillip felt he could get lost in the vastness of her chest, so large that they dwarfed even Ms. Frost's perfect globes. But that false dick was there and Illyana was bent over the Head Master's desk squealing to be impaled with it.

This was too much for Phillip and the urge to run pushed him out of his chair and to the door, but it couldn't stop him from turning back one last time like Lot's wife at Sodom and Gomorrah, burning the image forever into his brain of Emma Frost, Assistant Head Mistress of Xavier's impaling her hairless quim on Charles Xavier's, Head Master of Xavier's School for Gifted Children, harnessed wood, screaming that she was going to fuck the life out of him while across the room, the quiet and reserved Nurse Prachett, she who possessed the gravity defying balloon bod, was meticulously slamming Illyana's elongated prone form from behind as Illyana caterwauled for more.

Phillip rushed out of the East Wing, through the foyer of the school's entrance, through the West Wing and finally out the back door in the kitchen, ignoring the calls from his fellow students and staff members, leaping over garden walls and bushes to get away; running, apparently for his life.

Phillip kept his Field up as he ran taking solace from its presence and the protection it granted, physically but especially mentally. Phillip was also sure that the Field helped his breathing, how he didn't know, but he was sure of it as he ran past the oversized ten car garage which housed the Veneer's residence above, past a small pond, past tree after tree, branch after branch, past an arm.

In Phillip's flight, he only noticed the arm after the arm smashed into his Field in front of his face, the impact flipped him in the air, landing him on his belly, and then his legs finished their spin and landed behind him. While startled, Phillip's Field protected him, not even letting the impact force the air from his lungs. Scrambling to get back on his feet, he saw who the arm belonged to. Wolverine.

Wolverine was standing, naked above him, claws extended, face snarling. Nothing coherent was able to be said before Wolverine raised his right arm and slashed downward. Phillip steeled himself and his Field for the blow, milliseconds before the blow hit, he felt his Field harden as well as reinforce his musculature, enhancing his strength and speed. Phillip's Field blade met Wolverine's claws but Phillip knew better than to try to stop Wolverine's claws; his Field simply wasn't strong enough. However his Field, while reinforcing his strength was strong enough to deflect the claws and with a spike of pain to his mind, he succeeded in doing just that.

Phillip didn't waste time trying to talk to his animal-like opponent, instead he finished his scramble to his feet and backed away from his hunched over assailant. In the back of his mind he vaguely wondered why Wolverine was naked, but thoughts of escape and defending himself soon pushed that and any other wandering thought away. After he successfully blocked three more attacks while trying to flee, Phillip came to the conclusion that he would not be able to evade Wolverine; every move he made to abscond was easily countered. Phillip's thought process moved like quicksilver as he switched from retreat to attack mode, a mode that normally he would have sworn he never had.

He recognized that the most ideal location to strike at Wolverine, as he deflected yet another swipe of the adamantium claws, was a strike to the abdomen; disembowelment should definitely slow Wolverine enough to impede him from stopping Phillip's flight. An upturned thrust under the heavily armored rib cage would be even more deadly; rupturing one or both lungs was possible as well as striking the ever important heart. The only problem was that Wolverine protected his abdomen by remaining hunched over as he swung ever more viciously with Phillip unsure of how much longer he could succeed at deflecting the attacks.

Phillip knew that a strike to the jugular would be as effective as disembowelment, but the hunched over position also protected Wolverine's bare neck. Phillip did not like the third option he thought of, a strike to Wolverine's face, which was the most attainable location on his body. An aimed strike, more likely a lucky thrust into Wolverine's open mouth or eye sockets would be the best place to hit, but also the location with the least chance of actually hitting.

Phillip winced in pain, he was too slow in deflecting that last blow, the adamantium blades bit into his Field, threatening penetration before Phillip was able to push them away. A follow up swing batted Phillip to the ground, but Phillip used that momentum to roll on his shoulder, which never really touched the ground because of his Field, and slammed his leg into Wolverine's twisted torso. The impact caused Wolverine to grunt as the force of the wallop sent him flying into a nearby tree. Phillip turned to run, but stopped and faced his assailant instead. Wolverine was slowly getting off the ground but not because he was injured and weary, rather he got up slowly, licking his lips in anticipation of the next attack. Phillip took that as an invitation and sprung at the X-Man, his left fist leading the leap, his right fist pulled back next to his face, primed to strike. Wolverine went back to his hunched pose but raised his claws, crossing them in front of his snarling face.

As the collision was about to occur, Phillip opened his left hand so the palm was facing Wolverine and expanded his Field violently, protectively, not as a blade; instead in the shape of a buckler to bash Wolverine back into the tree. The move mostly worked as Wolverine was trying to push Phillip's left arm with his right hand claws to make way for the follow-up left hand claw swipe. His right hand strike did penetrate Phillip's Field but not close enough to reach Phillip's skin and the main strike of his left hand mostly bounced off of Phillip's Field. Just before Phillip's blade from his right hand struck, Wolverine jerked his head to the right and the blade aiming for his left eye socket sliced the top of his left ear lobe off instead.

Phillip didn't see, but felt the next two hits because suddenly his brain was screaming in pain from gaps in his Field where adamantium claws ripped through it like a knife through butter and Wolverine, naked and growling was standing over him and all Phillip could do was piss himself as he started sucking in air to replenish his depleted breath.

Wolverine stood over Phillip, not breathing heavy but still taking slow, deep breaths, leaving Phillip sprawled at his feet wondering when the death blow was going to come or if Wolverine was going to play with his prey before killing him and possibly eating him.

Sheathing his claws, Wolverine dropped to a squat, his arms resting across his knees, his chin on his knees. When Phillip's breathing returned to normal, he spoke.

"So kid, what did ya' just learn?"

Phillip was outraged; this was just a training exercise?!?

"ARE YOU FUCKING NUTS?"

"Kid, am I yelling at you?"

"NO, YOU WERE TRYING TO KILL ME!"

"Not trying."

"BULLSHIT! YOU ATTACKED ME! YOU KEPT SWINGING AT ME! YOU WERE GOING TO KILL ME!"

"Are you dead kid?"

"NO! I AM NOT! NO THANKS TO YOU!" And then Phillip broke down and started sobbing. "I pissed myself! I tried to kill you! Why can't everyone just leave me alone?" Phillip repeated over and over again between sobs. Wolverine said nothing, focusing on a splintered tree directly behind Phillip. When the sobs subsided, Wolverine started up again.

"Why were you running, kid?"

"I had to get away. I had to. It was a panic attack. I couldn't stand being in that school any more. I had to get out."

"Why?"

"EVERYTHING!" Wolverine's glare deflated the resurgent anger in Phillip. "I am no good for this place. I piss my pants. I cry like a baby. I have a practically non-existent dick."

"So why were you running."

"Because I was scared. So damn scared."

"Okay, and how did you feel when I dropped you the first time?"

"Scared. Damn I was scared, but it was something different. I was scared of you and you were right in front of me."

"How did you feel when I attacked."

"I knew I was going to die. I tried running but you were always there. I couldn't get away. I knew I was going to die."

"So ... were you scared to death?"

"DUH!"

"Don't get smartassy with me kid. But you were able to fight back. You did damn good with that Field of yours kid. You maneuvered well, blocked and then when you attacked, you were very much on the money."

"What else mattered? I was dead. I thought a bit about it, I kind of knew what I wanted to do..."

"Yeah, Chuck didn't tell you my weaknesses but you figured them out pretty good. Once you threw that swing at my eye, I had seen enough to end it."

"You could have dropped me at any time?"

"Pretty much kid."

"So I was dead."

"Only if I wanted you dead kid."

"Then what did you want?"

"We already went there kid, guess you weren't paying attention. I asked you what you learned."

"That you can kill me at your leisure?"

"No, not that, but that is good to know. When you were running, what were you feeling?"

"Panic."

"And after I attacked?"

"Fear."

"Okay, now compare the source of those feelings."

"Source?"

"Yeah, what prompted the panic, what prompted the fear."

"You prompted the fear!"

"And the panic?"

"The Professor wanted me to have sex. Ms. Frost and Illyana were there for me to have sex with."

"And that made you panic?"

"Yeah."

"What the fuck for?"

"Because having sex is something I have been dreading since I first sprouted hair down there. Years of anguish built up around the fact that I was lacking in the manhood department. God, I dreamt and hoped it would start growing, but it never did."

"Kid, you are fucked in the head, you know that don't ya?"

"Yeah, but one thing I quickly realized was that everyone here is fucked in the head in one form or another."

"Heh, ain't that the truth kid. So what would you rather face, fear of death or panic and embarrassment?"

Phillip looked at his lap and after a pregnant pause, when he looked back at Wolverine his eyes were moist and his lips quivering as he tried to hold his emotions in check.

"Everything you and the Professor and everyone else has been telling me ... you have been telling me that I am okay, my penis is okay, sex is okay, sex for me will be okay, but I just can't help myself and the panic builds and builds, I know the fear is wrong, but I have known it for so long, I can't ... I can't let go of it. But when you stood over me, I pissed my pants. That fear was so ... Fuck I don't know, strong."

"Kid, think about this, why do you think Chuck wants you to pop your cherry? So you continue with these panic attacks?"

"No. I understand. Intellectually, I understand what he is trying to do, I just can't. I can't."

"Kid, you and your 'can't' is really starting to piss me off. You have some serious fucking blinders on."

"Yeah, I know."

"You know and you won't take the fucking blinders off?"

"I just can't"

"You say 'can't' one more time I and I am going to pop your cherry so fucking hard you won't dare say that word again. After you stop bleeding of course."

The vitriol in the response Wolverine spat out made Phillip jerk back against the tree he was leaning on, looking away for a path of escape.

"KID!"

"What?"

"Chuck, Jean, hell, everyone here at the school won't allow a rape to take place. As much as you piss me off with your 'can't', I ain't willing to loose Jeannie over your scrawny ass."

"Thank you."

"For what? Being an asshole? I AM an asshole."

"I know that, but you could of just as easily let me believe you were going to rape me at any moment."

"And if I thought it would do the job then I would talk to Chuck about it, but you are already running from one fear, I don't need to add another."

"Yeah. Uhh. Can I ask a question?"

"What?"

"Why are you, uh, naked?"

"I was in the hot tub getting a massive hummer from Jeannie when Chuck asked me to check up on you. By the way kid, Jeannie doesn't like to be denied, she offers her perfect tits to you again, be a man and at least give them a fondle or two."

"God, they were beautiful. She is fucking gorgeous."

"No shit."

"I mean there is some drop dead gorgeous girls here at this school, like Ororo and Amara and the rest isn't chopped liver either, but there is something about Ms. Grey."

"Yes kid, there is. So if Jean is first on your list and Ororo and Amara is second and third, who is fourth and who is last?"

"List? I don't have a list."

"Bullshit kid, don't tell me you haven't ranked who is the hottest at this place? This place is a porn lovers delight."

"No, I haven't. Honestly, I just enjoy each and everyone one of them. They all have a great up side."

"So, is Ororo second or third?"

"Wolverine, I am telling you, I haven't made a list."

"Well make one right now."

"What? Why?"

"Because I want to know how you rank all of the sweet meat we have here at Xavier's School for Fucking. Come on tell me."

"Well, I don't feel right, it isn't right to treat them like a piece of meat."

Wolverine's loud guffaw startled Phillip and it was seconds before his heart quit beating to the pace of the bass drum.

"Kid, you are a riot. You have no issue about drooling the fuck over all the poontang displayed in front of you but get all sentimental about acknowledging the hotness of the poontang."

"Okay, I am a hypocrite, I just feel like with my package, I don't have the right to throw the first stone."

Another loud guffaw followed. "Bullshit kid. Right here, right now. Rank the bitches."

"Now?"

"Yes kid, NOW and Jeannie better be number one on that list or I will have to show you the error of your ways."

"Uhmm, okay, yeah, Jean, Ms. Grey is number one, she just is, I can't explain why."

"Good kid, now the rest."

"Aw jeez, I don't know. I mean I am a tit man, so I could just rank them by their tits and move on."

"Not good enough kid. Sides, are you saying that Rahne will be last on your list?"

"Rahne? Her? Hell no. She has six nipples you know, that is kinky as fuck."

"Actually, she has eight, but get with the list."

"Uhmm, how about this, I will give you them in groups of five.

"That is simple enough, but that will leave you with one left."

"That would be Mrs. Veneer."

"Uh, bub, do you not have a clue how smoking hot Mrs. Veneer is?"

"Yes, I do, she is a MILF, but right now I would rather think of her in more placid terms."

"Sure kid, fool yourself some more." Phillip, shrugged, nodding his head has he half smirked in acknowledgement of Wolverine's accurate assessment.

"So, first tier would be Jean, uhmm, Ororo, Amara, Ms. Frost and Rachael."

"Other than Rachael's growing buds, lots of big ones there and you are looking to score with Rachael tonight!"

"No, I am not, Rachael already told me that she wouldn't have sex with me and I don't think that I will ever have a chance with Jean, Ororo and Amara as well. They are just too good looking, too perfect. What the fuck would they want in a slob like me with my three inch wang?"

"Don't do that, kid!"

"Do what, recognize the truth?"

"Don't put them on a pedestal. They are no better than you. No better."

"That isn't true. They have everything, well physically everything they could ever want."

"I am telling you kid, that ain't true. Look at me. Do I have some model looks? Do I look like Hugh Jackman or whatever that queers name is? No, I have a pug face, hair all over my body, popeye arms, barrel chest and gut but I have attitude. I get what I want."

"Right, I don't have an attitude. I just want to be a nice guy, is there something wrong with that?"

"More power to ya' kid, but don't let that mean people, especially dames, can walk all over you. They are no better than you."

"Yeah, right. Second tier would be Sally, Tabitha, Illyana, Stacy and uhmm, I guess Ann Marie."

"Only two big tit cows in that bunch."

"That isn't nice."

"But it is true. Next."

"Uhmm, jeez, I don't know, Teresa. Actually, shouldn't she be ranked higher?"

"Too late kid, Teresa is a three, she can live with that."

"Okay, uh, Ms. Danvers..."

"You like the older chicks, don't ya' kid. I will give you a clue about life kid. The older women are more prone to being sluts than the young chickie poohs; 'cause they have outgrown their sexual hang-ups."

"No, I ... whatever, I guess, Dani and Rahne will be here, Jubilee as well."

"Jubes a three and Betsy and Shan a four? You seriously underestimate the oriental babes of the world and Jubes will be pissed you think so low of her."

"I DON'T KNOW! You want to make this list for me?"

"Nah kid, you are doing fine. So joining Shan and Betsy is Kitty, Lorna and Hello Nurse? Shit, I see you what you mean about having issues ranking all the hot frails at this school. I know guys who would give their left nut to have a chance with one of those five, 'cause they're all fucking HOT!"

"Yes, they are all hot. I wasn't lying when I said that there was something about all of the females that made me lust after them."

"So, how you come up with that last group? Something you don't like about them?"

"Well, Shan and Betsy I know the least, which is the only reason why they are where they are on that list. Also Betsy's eyes are freaky, in a non-sexual way; they give me the he-be-je-bees. On the flip side, Betsy's British accent coming out of her Oriental face is really hot. Nurse Prachett isn't on the list here because she has AIDS, I had to do a report on living with AIDS so I understand that, there is just something about her, she is not very approachable I think and she is very serious about doing her job taking care of the Professor, I sometimes think she is his slave or something."

"That is not far from the truth, kid."

"Are you saying the Professor is mentally making her be his slave?"

"No, kid, I am not. Next on the list? Lorna?"

"Lorna, uhmm, oh, Lorna is like everyone else here, drop dead gorgeous, but I knew a girl who wanted to dye her hair blonde and it was green for four months. It wasn't a very flattering look and every time I see Lorna, I think of Melinda. So call that one guilt by association."

"And your beef with Kitty?"

"She teases me a lot."

"Wha?! Explain."

"She ... I see her at the hanger a lot and she constantly makes comments and facial expressions to me."

"So?"

"Things like how she wants to suck my 'big' dick and how she knows my 'big' dick will taste great and she can't wait to suck from the tap. Shit like that, all the while sticking out her long tongue or opening her mouth wide. Real wide. Fuck, she has a large mouth, forget my puny dick, I could fit my fist down that throat."

"Kid, you are a moron. Don't you know when a chick is stroking your ego?"

"No, she wasn't stroking my ego, she was doing the same exact thing some of the girls in Virginia and North Carolina said to me and then they would laugh at me because it wasn't true."

"Let me tell you this kid, if any of the females ask to suck your dick, trust me, they mean it. All you have to do is drop your drawers and sit back and enjoy until they get their fill."

"Yeah, but..."

"No butts, kid. Emmie slobbered all over you your first night here, right?"

"Emmie? Ms. Frost? Yeah, she did."

"Why you let her? Why you believe her?"

"She took advantage of me."

"BULLSHIT! Try again."

"No, she did. She relaxed me and I was already naked. Had been for what seemed like ages."

"You trusted her. Did she abuse that trust?"

"Yes..."

"Kid..."

"Well, no, I mean, I really wanted her to do it. Hell, I wanted her to do soo much that night, but I was afraid if she did, I would piss my pants."

"Like you did for me tonight, ha haaa."

"Fuck you!"

"Shit kid, thought you would never ask." To Phillip's horror, with a large feral grin, Wolverine stood up started to walk towards Phillip, Wolverine's penis, while flaccid was at the same height as Phillip's head.

"NOO! OH, NO! PLEASE!" Phillip screamed as he slammed his eyes shut, twisting his head to the side and raised his arms protectively in front of his face. Phillip peeked out of his left eye when he heard Wolverine's maniacal laughter. Wolverine was no longer stepping towards Phillip but was back squatting with his hands on his knees.

"You are a prick, you know that?"

"Fuck yeah kid, and you are an easy mark. Afraid I was going to pop your anal cherry, or were you more afraid of me slamming my meat down your throat because you just might enjoy that!"

"FU ... ASSHOLE!"

"So, still don't think you are ready to become a man?"

"I wouldn't think that my trying to slip my puny dick into a girl would make you think I was a man or nothing."

"It wouldn't, but because you have put so much emphasis on it, it can't help but mean something to you."

"That is a true statement."

"Well, fuck kid, find Illyana, let her wrap those never ending long legs around you and get that self inflicted albatross from around your neck."

"That isn't going to happen but can you answer another question?"

"What?"

"Well, some of the girls are in relationships but they still play around? I mean, take Illyana or Kitty, both of them screw James and Peter every chance they get but also play around without James or Peter, but James and Peter don't seem to screw around with anyone else. Why?"

"Yeah, I can answer that. Couple of things. Illyana and Kitty need more sex than James or Peter; the two girls do too good a job satisfying their boys. Then you have the man meat factor."

"The man meat factor?"

"Yeah, James, Lucas and Peter swing the largest man meat at the school. Size whores like Illyana and Kitty eat them up. They do. But most females are intimidated by size or simply can't handle their size, so those three don't get as much action as a more average sized meat wielder like me or Remy. It really depends on the bitch, some like having their cervix act like a sword swallower and some don't; those that don't only let about six inches or so of those big boys into them, if at all."