Chapter 17: the Devil's Student

Phillip and Sally were returning from gathering their last load of fallen branches for the camp fire the Year Three's had built.

"Hey, who lit the fire?" Sally asked as she dropped the load of wood she was carrying.

"Illyana," was the reply from Stacy.

"How? Do you have a lighter on you?"

Illyana looked at Phillip from her spot next to the nicely roaring fire saying only, "Magick".

"That's right, but you know, I still don't believe in magic."

"You will, you will", Illyana's response didn't bother Phillip as much as the look she gave him as she spoke; the look caused a shiver to run down Phillip's back.

'Is that a look of evil? Feels like it... '

Teresa and Rachael returned with their wood, Teresa with two handfuls while Rachael carried a stack larger than Phillip's in a telekinetic field floating behind her and after adding their wood to the pile, sat down together across from Phillip and Sally.

"Okay group, we got a fire going, we have made sure that there are no trees near and a pit was cleared out for the fire, so now that Smokey the Bear is happy with our actions and we have some warmth to fend off the chill of the night, Illyana, are you ready to begin?"

"Yeah, let me take off my jersey first, this fire is going to get me hot soon."

As Phillip watched her take off the blue and grey school jersey, Sally made a comment that caused everyone to look at her vice Illyana.

"Jeez, Illyana, you must really be hard up if flaming spears get your motor running!"

After everyone looked at her with disbelief, Sally dropped her head down so her long bangs could cover most of her face and leaned away from the group. Seconds later she sat back up, pushed her bangs behind her left ear and with a red face tried to defend her words.

"What? I am not allowed to tease or join the banter with everyone?"

"You just shocked us is all Sally, you haven't tried to make a single bust on someone since you have been here."

"That's not true Illyana; I said some hurtful things to Rusty."

"Yeah and those words allowed him to get his thang wet with Amara." Stacy countered.

Illyana leaned forward smiling, "So got any other busts you want to break out before we get all serious?"

"Not right now."

Stacy nudged Phillip with her foot, "What about you Phillip got any one you want to slam?"

"Nah, I am a guy with a one track mind."

Sally pushed Phillip to lower his legs completely, so she could lay her head in his lap facing the rest of the group, "And what exactly is that one thing you are constantly thinking about?"

When Phillip started to hem and haw, Rachael started laughing and explained, "Well, a few seconds ago he was thinking about how nice Illyana looked in that tight tank top she is wearing without a bra on but now he can't get his mind around where you just laid your head and in the back of his mind he is envisioning your head bobbing up and down a bit."

"Rachael, behave!" Teresa scolded her lover.

"What, it is the truth."

Sally rolled her head back to look up at him, hitting that magical spot on Phillip causing him to stiffen his body and suck in a large gasp of air.

"Is that true Phillip?"

"Sally, quit teasing Phillip; you know that is true, Rachael wouldn't lie about that."

Tilting her head back to look at Stacy upside down while grinding that spot on Phillip's lap, Sally sounded like a blond bimbo she wasn't, "But I want to hear it from him, everything is so new to me, I just want to be sure." Rolling her head forward to look up at Phillip again, enjoying the hard knob her head was resting on, "So is it true Phillip?"

Phillip's face went a darker red while he fought against two conflicting desires, flight and not moving an inch; with the second desire winning, but he still couldn't answer Sally so he closed his eyes while his hands hovered a foot or so on each side of her head, twitching and flickering.

"Okay, story time, how about looking my way now Sally, you can grind him all you want, but be nice and at least fake giving me your attention."

Rolling on to her side to face Illyana, "That is okay, I haven't heard your tale before so I want to hear it."

"Why thank you, and a sordid tale it is. In case you don't know, I come from Siberia, like my brother Piotr, where we grew up on a collective farm. Life was simple and hard and that is all you need to know about Siberia. Yes Phillip, you have a confused look on your face and I just started."

"Well, yeah, I mean, you don't have an accent at all. And you Teresa, when I first met you, you very much had an Irish accent but that is gone now. What gives?"

"The Professor is what gives. Just as he assigns code names to us, he also wants everyone to speak plain old USA English so we don't stick out. I can still speak with my Irish accent, but with the Professor's magic, I can just as easily speak without it."

"But aren't you offended by that? Isn't it a matter of pride to speak your own way naturally?"

"Pride? A little bit, but honestly, the hassle of not repeating my self is kind of nice since this way everyone can understand every word I say; back to you Illyana."

"Thank you. Phillip, no more questions for now, but there will be a question period at the end. So, as I was saying, I grew up in the cold wastelands of the former USSR. When I was eight, my beloved brother was recruited by the Professor because he could turn his body into that sexy steel shape and I was very jealous, both because he got to leave the farm and because of the sexy way he looked when he turned to steel. For two years all I dreamed about was leaving the farm and joining up with my brother. And then I was kidnapped. Kidnapped. Who the hell kidnaps kids these days?"

"Who? I don't know. Sinister?"

"Hush Phillip."

"No not Sinister, Arcade. Or in this case, his lackeys' hired some Russian mafia to bring me to the US of A to force the X-Men to rescue Arcade from Dr. Doom. Stupid I know, but that is how I came to live with my brother. Suddenly, life wasn't hard, life was WONDERFUL. I learned English, learned to shop, Piotr and his girlfriend who is now my best friend, Katya, took me everywhere. Even to the Bahamas for holiday. Well, sort of. They had to defeat Magneto first. That bastard sank a Russian sub in the Atlantic before Piotr and his teammates could stop him. Two hundred Russian sailors died because of that maniac. Actually, there wasn't much about that holiday that was nice. I walked in on Katya putting her abnormal mouth to good use and got real jealous but didn't understand why. Then the X-Men found out that the island Magneto raised was more than they thought it was. It being in the Bermuda Triangle probably didn't help."

Phillip was listening to Illyana with a dazed look on his face because every few seconds Sally would adjust her head slightly to remind him blissfully that she was still there. Movement caught his attention, which he saw to be Illyana tossing off her hiking boots and socks. Phillip wondered if his wishes were being granted when she didn't stop with her shoes and slid off her khaki shorts as well. Now Phillip's attention was visually occupied with Illyana while his sense of touch flooded his brain with Sally's movements.

"There. Told you I was going to get hot in front of this fire. So, where was I? Oh, yeah, things were starting to go bad on holiday in the Bahamas. The island that nasty Magneto dragged up was ancient. I actually think maybe he brought it over from Europe because it had lots of relic buildings with weird carvings and shit on them. Part of the island seemed like an alien civilization lived there once upon a time. The island also had a volcano, which just makes no sense; how could Bucket-Head raise an island that had an active volcano attached? There are no volcanoes in the Caribbean! So Prof X, that kinky bastard of a chrome dome decided he wanted to stick around and explore the island. The plan was to stay there for a month and then come back here to the mansion. There really weren't any active classes here at the school; most of the X-Men had graduated leaving just Katya and me most the time. It would be another year or so before the Year One's would arrive."

Illyana sat up and quickly took off her tank top, "Too damn hot out here."

Suddenly everyone heard a rustling from above, looking into the trees they could definitely hear something, but could see nothing, causing everyone to spring to their feet. Before Phillip could raise his field or Illyana change to her steel form, a large body dropped to the tree floor.

'What is that thing? It is huge!'

Abruptly the massive size started to collapse upon itself and Angel walked into the light.

"What the hell, Angel, were you trying to scare us?"

"Hey kids. Sorry about that. No, not trying to scare, I did see the fire and wanted to check on you guys but on my landing approach a couple of things distracted me and one of my wings clipped a branch that was bigger than I thought it was is all."

"Oh, are you alright?" "You are not hurt are you?" "Can I help you with soothing your aches?" "Need me to check for anything broken or something hard?" "Do you need a tongue bath?"

'What the FUCK? That last one was Rachael. I don't get this, Angel walks into the light and all five of them are going gaga over him. What gives?'

Phillip watched his classmates fawn over the winged mutant not bothering to hide the confusion on his face. Phillip had never seen Angel dressed as he was; old style lace sandals, a cod piece and a harness that wrapped only around his shoulders, under his armpits.

"Ladies, please, back up. There is no reason to crowd me. So Phillip, since your female fellows are out of it for a bit, is everything okay?"

"Uh ... yeah, except for how they are acting now, we were fine. What is going on?"

"That is part of my mutant ability."

"I thought your wings were your mutant ability."

"Oh they are, but there are a couple of less obvious things about me as well."

"And that is that you are a mind controller?"

"Ha, that is a good one. Nope, nothing so droll. Charles said that genetically, I have the most perfect male body and face. Add in an extra strong dose of pheromones and I have females fawning over me left and right because they think I literally look like how an Angel would."

"But you aren't affecting me?"

"And you must not be gay."

"What? Gay?"

"Yes, I have this same affect on Doug and to a lesser extent on guys like Kurt and Remy."

"So I am not gay?"

"Must not be."

"Alright. What distracted you on your landing? You have had your wings for years, right, shouldn't you be used to distraction while fighting as an X-Man?"

"Yeah, but most people I fight don't strip."

"So it was Illyana taking her top off?"

"That was the first thing, but it was Emma saying nasty things in my mind that really got me preoccupied."

"Ms. Frost, why was she ... was she asking you to check on us?"

"No Phillip, I was asking Warren to meet me out here, I wanted to go for a flight with him."

Phillip was the only one who turned to see the Assistant Headmistress walk into the campfire's light. As always, she was in stark white clothing, if what she was wearing could be considered clothing; high boots that ended above her knees, a bustier that provided a shelf for her large bosom to rest on without even attempting to contain or conceal them, a choker and that same cape she wore at the support meeting, only this time it was wrapped behind her alabaster arms, not even attempting to cover the rest of her body.

'JESUS, no panties and her nips are just bouncing on the edge of the bustier! Holy shit, if Sally and Illyana's actions weren't enough to make me spuge, the sight of her body on display like that definitely is!'

"Why thank you Phillip, you are so sweet. Ready for me to ride you Angel?"

"Uhmm, aren't the two of you going to be cold flying like you are?"

"Nope, not me, I am resistant to temperature. Flying in zero degrees is the same to me as flying in one hundred twenty degrees or seventy degrees."

Emma stroked Phillip's cheek before moving to over to Angel. "That is so sweet, worrying about us like that, Phillip. Warren here will be able to keep me plenty warm."

"How?"

"Like this." Whereupon Emma proceeded to free Warren's turgid member from its cod piece, with a pang of jealously Phillip noticed that it was much larger than average, but not as big as James. Emma then mounted herself onto Warren, making him grunt, before she wrapped her arms around his torso and grabbed onto the leather harness he wore and her legs wrapped around his legs. "I am ready when you are lover" and then Emma looked at Phillip, blowing him a kiss as Angel leaped in to the air while flapping his wings. The strong gust knocked all five of the girls to the ground while Phillip watched the pair soar away with the Assistant Headmistress's screams of pleasure fading away.

'This place is fucking nuts!'

"Damn, I really wish he would give me a ride like that!" "Me too." "Oh god yes, me three."

"You don't want a ride on the birdie Rachael?"

"No Phillip I don't. I hate when he shows up and I don't know he is coming. If I know he is coming I can resist being drawn into his looks, but if I don't then I am just another babbling fool."

"But you are a Hound and a telepath, how do you not know when someone is or isn't around you?"

"It doesn't work quite that way Phillip. As a Hound I was trained to track by using my telepathy. As for knowing who is around me because I am a telepath that only works if someone's mind stands out. The way you constantly have those strong thoughts is like you standing next to me with a fog horn. You simply think loud. Others like Remy or Lucas are so quiet mentally; I have to actively seek them out. Add on the Professor's mental training and everybody gets that much harder to detect mentally."

"So you are saying the more training that I receive from the Professor, the less of a head ache I will give you?"

"Bingo."

"And I am the 'loudest here at the school, right?"

"Actually, no, Ric is the loudest. Thankfully he keeps his melancholy scrawny ass away from me since he knows I am a telepath and when you get right down to it, he is a very quiet, private guy."

"And I am not?"

"Oh hell no Phillip; you scream for attention but because you find what you got from your parents genetically as lacking you think you have to keep your head in a shell. If you would open your eyes you would see that every single girl here would be willing to take your cherry."

"Even you?"

Phillip's seemingly glib comment caught Rachael off guard so she did what any telepath would do, read the mind of the speaker. Only she couldn't because Phillip had raised his field and Rachael did not like that at all.

"Careful there boy. I don't care to be strung along by games."

"No games. I just wanted this conversation to be on an even keel. Since you did not come out and say no right away, am I to take it that you have been thinking about it? I mean thinking about being with another guy other than Wolverine?"

Rachael looked Phillip up and down and over and over again. She hated having her powers blocked, but then she guessed that was only fair because she knew Phillip was uneasy with her picking his thoughts apart. Still, he didn't have a snide look about his face and he wasn't smirking. He was simply asking a question he wanted to know the answer to. Why she wasn't sure. A lot of his previous questions came from him trying to show that he cared. She wanted to believe that was the case here.

"Yes, I have been thinking about it. Actually, Teresa has been pushing it actually."

"For her too?"

"Yeah, since we have similar backgrounds."

"Background? She is a clone too?"

"No you moron, someone in her background like Kennel Master."

"Oh. So does she want to get married or something?"

"Hell no! I am not really sure; well I don't think she is sure. I think that she thinks we are limiting ourselves by being monogamous with each other."

"Okay, then why bring guys into the picture? Have fun with some more females."

"You really don't know much about sex do you?"

"Only what you guys are teaching me here. Unfortunately sometimes you guys are really cryptic and other times you flood my senses."

"Being with a guy is much more different then being with a girl, even if the girl has a strap-on. Especially if the girl has a strap-on."

"Okay, got it. And so the two of you are debating the merit of jumping back on that horse."

"Something like that."

"Okay, back to my question. Do you want my cherry?"

"Uhmm ... well, uhmm ... Not right now, but if you still have it later, then maybe. Yeah, maybe later."

"And what do you think the chances are me remaining a virgin until 'later'?"

"At this school? Next to nil. Hell, you could lose it right now if you asked Illyana or Stacy. And if you don't then I can't see Sally lasting a week without jumping your bones."

"Which brings me to my next question, should I worry about being monogamous with Sally?"

"HEY! You two! Are you ready to get back to our little campfire chat?"

"I don't know Teresa, you guys done drooling over wing nuts?"

"Yes, now get your undernourished ass over here and cuddle with me."

Phillip turned to sit back down with Sally when he saw her massive bra lying on the ground in front of her. After giving Sally a look of disbelief Sally pointed out Illyana.

"At least I am not naked like Illyana over there."

Phillip choked on the words coming out of his mouth as he looked over at Illyana, who had indeed removed her thong underwear and was leaning up against Stacy while lazily stroking her pussy with her legs spread and her crotch facing Phillip and Sally.

"Geez Illyana, couldn't wait before you started strumming that cat?"

"Start? What the hell are you talking about Rache? I am coming down off my first flash and I bet you there is more where that one came from."

"First?"

"Yeah, if you hadn't been all up Phillip's butt, you would have heard my moans the first time around. It was nice, real nice."

"Speaking of nice, Rache, why don't you touch me here, and there too?"

"Uh guys, I ain't trying to be a party pooper, you can continue what you are doing, but Illyana, I want to hear about the rest of your holiday in the Bahamas."

"What is there to tell, I grew up real quick, got lots of sex and then came home. End of story. Hungry Stacy?"

"Illyana, I know that isn't the way it happened, so be a good girl and tell Sally and Phillip what happened."

"Hrrumph, you can be no fun, you know that Rache? Okay, where was I? Telling you about the island. Real simple, it was big, had lots of alien architecture and it was haunted. Wooo, we are going to have a ghost story by a campfire. First one to squeal is a girl."

"Uh, you are all girls except for me and Angel just told me I didn't bat your way."

"Our way?"

"Yeah, what do Doug and you have in common?"

"Ahh, the love of the man meat! So goldi-godlocks said you don't bat with the girl's team. Okay."

"Illyana, enough, story, ghost story even. Phillip, quit interrupting. Rache don't you dare stop."

"Okay, okay, you want a ghost story, you got it. This great big island had an ancient stone city, an active volcano and a dark and foreboding jungle. The place really put chrome dome through a loop, it simply made no sense that this island could have been raised by Magneto in the Bermuda Triangle. Kurt and I disappeared at the end of the first week there. We were playing 'hide and go seek' with Piotr, Katya, Carol, and Logan. Carol had only been with the Professor for about a month and he insisted that playing the game would be good for her since she was still rather fucked in the head.

"We were hiding all over the stone city portion of the island and it was such a blast, even Carol started to enjoy it. I was 'it' twice and both times, I caught Logan. I was so proud of myself. Years later I realized the little shit let me catch him. Late in the afternoon Kurt was 'it' and I thought I had found a really great hiding spot, it was a cave entrance in the side of the volcano at the edge of the alien city. I was probably out of bounds, but I couldn't pass up that great spot. Somehow though, Kurt figured out I was in there and ported behind me; that man likes scaring the shit out of little girls way too much. I screamed, and then suddenly with a flash of light, Kurt was screaming too.

"When we woke up later, we were no longer in the cave entrance, but actually deep inside the volcano; and we weren't alone. For lack of explaining better, we were in a circle that was lightly glowing on the floor and we were surrounded by a bunch of dead people. They didn't make any moans or speak to us, they just stood there, in their decrepit rages that I guess they died in; some were missing body parts. Thankfully none of them were bleeding or oozing nasty crap. Then beyond the circle we heard someone speak to us. The circle parted and we saw who was heralding us to that strange place. He ... he was a devil. Literally. He looked like he was Kurt's long lost uncle. He wore elaborate clothes, that unlike the dead around us, looked brand new, but it was his long flowing pointed tail, enlarged canines and small horns in the front of his skull that really made him stand out. That and his burnt red skin. He was sitting on a throne with two braziers glowing an eerily red color on either side of him. He said his name was Belasco and he was looking for Beatrice. Kurt had seen enough, grabbed me and tried to blind port out of there. I didn't understand it at the time, but for Kurt to attempt that blind port, when he had no clue where he was, showed just how desperate and scared he was."

"Sort of like how I feel with Sinister."

"Phillip, HUSH!"

"Yeah, this is getting good."

"You too Rache! Please continue Illyana."

"Thank you Teresa. Well, we sort of went nowhere with his port. Don't know why, we screamed and passed out again. When I woke up, I was in an intricate bed with maids waiting on me, only they were more dead people."

"Were they animated dead or undead?"

"Neither, they were simply dead people. In my maids' case, they were all young females, in ratty clothes supposed to look like a maid's outfit; thankfully none of them had body parts missing and were fairly attractive for being dead. They bathed me, dressed me in a short fancy dress that was wider then it was tall, mercifully it didn't smell of mildew and they took me to my waiting room, where I waited and waited and waited. Finally Belasco showed up. I pissed my panties. I mean I was hoping and hoping Kurt would show up and take me away, but I knew it would be Belasco and when he just strode into that room, I just let my bladder go. It was funny, he was going to say something, but got a queer look on his face and the next thing I know I am hanging in the air by his prehensile tail and his one arm rips off my panties and he starts sucking on them. That of course made me hurl on him. I can remember like it was yesterday. Belasco stopped slobbering over my cream white soiled panties and looked at me with an even sillier look because one eye was covered in my vomit as was most of one side of his face and hair, he did have nice hair, similar to Kurt's but nicer. I think I really lost it then, because I couldn't help myself and started laughing, cackling even; gave myself a headache laughing so hard. I was unceremoniously dropped back in my waiting chair because Belasco was laughing as hard I was. When he laughed he wasn't that evil looking. In fact, he had quite the joyous laugh."

Illyana took a break from her tale so she could quench her thirst with a bottle of water that Phillip had not noticed previously. Her skin was glowing in the fire light and when some water dribbled out of her mouth it started steaming and evaporated before it could drop on to her naked chest. Sated, she laid her head on a rock next to Stacy, whom Phillip had just realized, had taken her top off as well. After glancing at Rachael and Teresa to verify if they too had started to strip, Phillip was a bit disappointed that they remained fully clothed, though a hand or two was hidden in apparently choice locations. Looking back at Illyana sprawled out in her exposed glory, Phillip started to squint wishing for better light. Illyana speaking drew his attention back to her face.

"I didn't see Kurt for a long, long time. I missed him terribly because he was my only link to my brother. Belasco never spoke to me of Beatrice again and scolded me the few times I asked who she was; the same with Kurt. I was beginning to think he was dead. Instead, Belasco became my Teacher. Much like the Professor is now; but he was also my confessor. Teacher Belasco was an interesting instructor. I had no clue what he was trying to teach me half the time and it took a long time, years actually, to figure out what he wanted from me was not to learn scientifically, but to embrace what he was teaching. He wanted my faith. Faith. I came from a collective farm community in the former Soviet Union where Faith was outlawed; I was a really hard student for my Teacher Belasco."

Phillip was going to interject but a buzz in his head made him look at Rachael, who released Teresa's left ear from her mouth and shook her head at him. Illyana didn't stop talking and the awe and affection she was referring to her devil teacher made him question his stance on magic and Illyana, who seemed to be glowing hot. Her whole demeanor while she talked about being trained by a devil in a cave with dead people walking around sent a chill down Phillip's back. Coupled with how she caressed, no not caressed, fondled herself lewdly in front of everyone while telling her tale simply was not 'right in the head' to Phillip. And yet, the rest of their classmates, including Sally, accepted it as normal.

"But Teacher Belasco was successful; after four years, I finally understood his teaching. The Faith that he was instilling in me is what allowed me to successfully bend the magic arts to my will; it allowed me to cast any spell I was able to find or create. And I got quite good at creating new spells. Four years may seem like a long time, but it went very fast and I had Teacher Belasco, my Dead Maids and Teachers demon pets to keep me company, but mostly I spent my time learning under Teacher Belasco."

Illyana paused her tale and sucked in a breath while pulling on her right nipple and what Phillip assumed was her clitoris. Opening her eyes, she looked directly at Phillip with her eyes glaring red, "Yes, Phillip, four years with Teacher Belasco. Four years of having Dead Maids service me, no not that way; they dressed me, they pampered me and did my hair, making me look pretty. Every day. But I didn't eat, not once did I need to eat. I did miss food, especially Piotr's goulash and Kitty's deserts. When I asked Teacher Belasco about food he sadly stated that in Limbo, one did not eat but sleeping was another matter entirely; if one was not careful, the soothing embrace of sleep could engulf you for a millennium, which is where the Elder Lord Gods resided, sleeping for a millennium and Teacher Belasco wanted to wake his lords."

Illyana barely got her last words out when she abruptly jerked stiff screaming her orgasm. Sally sat up to watch her moan and spasm on the ground in front of the fire, Rachael lifted Teresa's jersey to suckle on one of her tits while Phillip enjoyed the smorgasbord of sex in front of him.

Stacy jerked down her pants and panties to openly masturbate next to the spasming Illyana. The heavy breathing in Phillip's ear made him hesitantly look at Sally next to him. Sally tore off her jersey and the three tops underneath leaving her with a tight tank top similar to what Illyana had been wearing earlier in the evening; except Illyana wished hers protruded the way that Sally's did. Not only from the large expanse of her mammary glands, but from the turgid nipples jutting obscenely from them. Sally grabbed one of those nipples and moaned into Phillip's shoulder, never taking her eyes off of Illyana.

After Illyana settled from her orgasm, she brought the hand that was in her cunny up to her lips and sucked any and all of her secretions that she could find. Phillip thought that she was sated, but as she continued her tale, her hand went back to her pussy, jabbing three fingers in.

"It was only after I mastered Teacher Belasco's instructions that he took an interest in me in a not so teacher-ly way. Every night after training, Belasco would put me to bed. He would help me change into my night gown and he would tell me tales from the Dark Ages and the Elder Lords, but he would not do anything inappropriate with me. I, well, I wasn't so noble. I constantly had visions of my brother in my sleep. Him visiting me and pleasing me, sexually; sometimes Katya would show up too.