Disclaimers: Marvel Comics own them, and I strongly doubt even Joss would do what I'm gonna do to them.

Rating: R.

Spoilers: None. This is kinda out of continuity. Actually, it's way out of continuity. You can't even call continuity from here without roaming charges.

Summary: The first chapter takes place before Jeremy Harper's 'And Peter Woke Up'. The rest takes place after. A chance drunken encounter between two lovers and a best friendleads to a night none of them could have imagined, and puts both love and friendship to the test. Much gratitude heaped upon Jeremy Harper for his feedback.

What Happens in Vegas

by Kirayoshi

"Let's dance in style, lets dance for a while
Heaven can wait we're only watching the skies
Hoping for the best but expecting the worst
Are you going to drop the bomb or not?

Let us die young or let us live forever
We don't have the power but we never say never
Sitting in a sandpit, life is a short trip
The music's for the sad men

Can you imagine when this race is won
Turn our golden faces into the sun
Praising our leaders we're getting in tune
The music's played by the mad men

Forever young, I want to be forever young
do you really want to live forever, forever and ever
Forever young, I want to be forever young
do you really want to live forever? Forever young…"

"Forever Young"

Chapter one

The Night Before

"Ladies and gentlemen," Kurt announced, tapping at his champagne glass with the tip of his tail to gain the attention of the other party guests, who quieted down to listen. "The first time I saw either Ororo or Logan was when the Professor first gathered us to form the core of his new team of X-Men. Since then, I've had the honor of calling them two of my closest friends. And tonight, with their announcement this week of their engagement," he smiled as Logan gallantly took Ororo's slender hand in his calloused hand and lifted her knuckle gently to his lips, "I just want to say, and I believe I speak for all of us, that while you are not the most likely of couples I've ever known, I'd be hard-pressed to imagine a more loving couple. A toast to the happy couple, from 'Fiddler on the Roof'," he announced as everyone else raised their glasses; "It takes a wedding to make us say, 'Let's live another day,' Drink, L'chai-im, TO LIFE!"

A rain of glass against glass jingled through the air for a second, as the assembled X-Men cheered the happy couple. Ororo and Logan simply nodded, accepting their well wishes and congratulations. Jubilee, partly as a joke, slipped her new Polyphonic Spree CD in the stereo, and Logan and Ororo, later joined by other couples, began to dance together to the trance-pop tracks in the spacious living room of the Xavier mansion. Rogue and Remy clung tightly to each other, the power damper she wore around her neck protecting him from her absorption powers, while Peter and Kitty happily spun around, reveling in their easy closeness and open affection for each other. Scott and Emma stood side by side and watched, and Rachel Grey, again the wallflower, regarded the icy posture Emma had displayed throughout the party with a jaundiced eye; clearly she and Scott were arguing about something. While they remained in close proximity, they hadn't touched each other once during the evening. She regarded the chilly couple briefly, then moved on.

After their turn on the dance floor, Peter and Kitty briefly visited the open bar, before retreating to a nearby sofa where they instantly assumed their preferred position. Kitty almost instinctively curled up next to the Russian artist, sipping a tumbler of single malt scotch while Peter nursed a shot of Stolichnaya. Kitty caught Rachel's eye as she passed Scott and Emma. "Hey, Red," Kitty grinned. "Enjoying a little shadenfreude?"

Rachel glanced toward Kitty, a puzzled expression on her brow. "Shadenfreude?"

"It's a German word," Peter explained. "Kurt once said that it means 'taking pleasure from the misfortunes of others'."

"Geez," Rachel huffed. "Makes me look all shallow."

"Don't worry about it," Kitty dimpled as she smiled, "we're all guilty of it once in a while."

"If you say so," Rachel nodded as she glanced back toward her 'father', who had now chosen to be at the opposite side of the room from Emma. The school's headmistress, for her part, stood coldly against the wall, inhaling her vodka martini. And thus Jean is avenged, Rachel thought with cold satisfaction. Maybe a little shadenfreude wasn't such a bad thing.

"So," Rachel regarded the easy public intimacy Peter shared with his girlfriend. "Any chance of you two having a party like this in the near future?"

Kitty glanced upward at Peter, who shrugged slightly. "Maybe," Kitty admitted. "We're taking things on a 'one day at a time' basis right now. No rush." Peter nodded wholeheartedly at her sentiment.

"Okay," Rachel replied dubiously. "I just wondered when Peter would make an honest woman out of you."

Peter and Kitty glared at Rachel, but not angrily. "It has always my experience," Peter announced, "that Katya has never been less than an honest woman."

"Oops, my bad," Rachel shook her head defensively, as her eyes trailed furtively toward her teammate Kurt, who was regaling Hank, Bobby and anyone else who cared to listen with tales of his most recent exploits. "I didn't mean to insult. I just care about your happiness, Kitty. Uh, you guys have fun, I'm gonna be, uh, not here now." She started to turn away, but Kitty sat up and reached for her. "Hey, Rae, hang with us."

"I dunno, Kitty," Rachel hesitated. "You two seem pretty wrapped up in each other. I wouldn't want to be a fifth wheel."

"Not at all, Rachel," Peter boomed happily. "Between your assignments with the XSE and Katya's and my teaching schedules, we've hardly had any time together since my--" he paused, trying to find the apt term, "return. Seeing that the majority of the students are on Spring Break, and the XSE seems to be quiet lately, now would be the perfect time for us to touch bases."

Rachel stood stiffly, her hand grasping an empty highball glass, her eyes riveted to Kurt as he watched his long-time best friend Logan dancing with Ororo. "Thanks for the invite," Rachel shook her head, "but I think I'll mingle instead. See how Dad's doing. Hey Kitty, how about we have lunch tomorrow, just the two of us?"

"Sure," Kitty smiled. "I know this little deli that just opened up in Salem Center. They have the best Chicago-style pizza outside of Dearborn Street."

"It's a date, Kit," Rachel answered, glancing at her empty glass. "Well, I'm going to get a refill. You two have fun. See ya around, girlfriend." She smiled and waved as she turned toward the open bar.

Kitty pursed her lips in thought, which immediately attracted her boyfriend's attention. "Something wrong, Katya?" he asked gently.

"She wasn't smiling 'cause she meant it," Kitty observed, a tinge of melancholy coloring her voice. "That smile was for my benefit. Oh, yeah, she's got it bad."

"What has she got?" Peter asked, puzzled.

Kitty swatted his arm playfully with her free hand. "Doofus," she snorted, but not unkindly, "she's got it bad for Kurt. Look at her, she's been sneaking glances at Fuzzy-Elf all night, and now she's making cow-eyes at him."

Peter stole a surreptitious glance at the young red-haired telepath. Her attention did seem to be occupied by the dapper, indigo-furred German, her eyes glazing over as she appraised Kurt's form. Peter had to admit that Kurt could fill out a tuxedo quite effectively. Remove the fine blue fur, the yellow eyes, the splayed feet and the devil's tail that coiled behind his back, and Kurt Wagner could easily pass for Fred Astaire. With his natural acrobatic skill, he could easily match the famed entertainer for grace and poise. The fact that he was a notorious film-buff who, in all likelihood, has committed to memory every Fred Astaire film performance in existence would only make the illusion more convincing.

"I fail to see the problem, Katya," Peter commented, sipping his vodka. "They are both consenting adults, both unattached, and their age difference isn't too extreme. Certainly not as wide a gulf as existed between you and Wisdom."

"Peter," Kitty scowled, swatting his arm again, "I thought we had an understanding that we wouldn't bring up our past romantic liasons while we were being intimate. Right now, I'd just as soon not think about the spy who shagged me."

"A thousand pardons, fair one," Peter nuzzled his face into Kitty's hair, gently nipping her earlobe with petal-soft kisses, which proceeded to melt Kitty out of her mild funk. Kitty turned her head to capture his mouth with her own, and their lips simply lingered together in a slow languid kiss, as Peter's hands slowly drifted up and down the sides of her ribcage through her red halter top.

"I'll corner her at lunch tomorrow," Kitty sighed, her body relaxing under Peter's ministrations. "Get her to open up, and hopefully light a fire under her ass. I think she's worried that Kurt still has a thing for Ororo. I guess he and 'Ro were kind of close, before she and Logan got together."

"Perhaps," Peter nodded, his voice soft and thoughtful. "Just don't try to push her too hard, my love. I remember for a while, shortly after your return from Japan, when Illyana tried to push us back together after our break-up. Not very subtly, as I recall."

"Hey, in retrospect, she was right, wasn't she?" Kitty asked with mock-innocence, as she drained the last of her scotch in one gulp. "I mean, look at us now."

"Ah, and how much sooner might that happy moment have arrived," Peter asked, his voice raised in triumph, "had my dear sister left us to our own devices to reunite naturally?" He raised his eyebrow, challenging Kitty to deny his suggestion.

Kitty harrumphed attractively, before handing her glass to Peter. "Just for that, Mr. Know-it-all, you can refill my glass. Scotch, please." She lifted herself reluctantly away from Peter's side.

Peter accepted the glass in one hand and took the vodka glass with his other hand. "I shall return anon, milady," he bowed gallantly.

"I'll keep your place warm," Kitty smiled seductively.

Four hours later, Emma glanced at the happily inebriated couple as they cuddled together on the couch, sharing a long slow kiss. The rest of the revelers had already either retired, or left for other locations to celebrate privately. The blond headmistress of the Xavier School for Gifted Youngsters regarded Peter and Kitty with an imperious air and smirked sardonically. "I think we'll just leave this mess for tomorrow," she announced, not expecting an answer from the oblivious pair. "I'm going to bed now. I suggest that you two do the same." Kitty and Peter ignored her entirely, still lost in their kiss. "Oh come up for air, will you?" she huffed. Still not receiving an answer, she shrugged her shoulders. "Good night," she sighed as she turned toward the stairs.

"G'night, you ol' bag," Kitty giggled as she pulled her face away from Peter's. Emma stopped briefly, and Kitty for a second could swear that she could hear Emma's teeth grinding. Without another word, Miss Frost ascended the stairway and made her way to her bedroom.

"I thought she'd never leave," Kitty grinned hugely, before returning her attention to Peter's lips.

"You, Katya," Peter spoke in slurred tones, his lips moving against Kitty's, "are drunk." Observing the empty glasses on the end-table beside Kitty, he had to concede that they had both imbibed heavily. He himself could feel the pleasant effects of the Stoli he had quaffed, his inhibitions relaxing.

Kitty lifted her head, her eyes flashing a mischievous fire. "I am not drunk, Peter Nickle-pitch Rasp-p-putin," she stammered, poking Peter's chest.

"You are too drunk, Katya Pryde," Peter exclaimed a trifle loudly. "And I know this b'cause I'm drunk. And you drank as much as I did. And I weigh twice as much as you do, so the alcohol probably affects you faster."

"Hmm…" Kitty pondered Peter's argument for a moment. "How about 'buzzed'? We're buzzed, how's that?"

"Buzzed is good," Peter accepted his girlfriend's logic. "Buzzed is nice. Quite nice…" He lifted his head to gaze again into Kitty's warm hazel eyes. The familiar caramel-charcoal color was tinged with a reddish warmth, almost a pure heat, that slowly darkened from her earlier mischief to pure lust. Peter felt drawn to that heat. He wished for nothing more than to burn in her fire.

Kitty felt a similar burning as she gazed up into Peter's Carribean-blue eyes, seeing the same glow of desire that Peter saw in hers. For over a year, since she found Peter locked in the bowels of Ord's laboratory-prison, they had tap-danced around the question of their emotions for each other, neither one wanting to be the first to risk their heart by admitting their love. Since his rescue, Peter had been more self-enclosed and taciturn; shrugging off the efforts of his teammates to reach out to him, even Kitty. Especially Kitty, he was forced to admit to himself; given their roller-coaster relationship in the past, the last thing he wanted to do was hurt her again.

It was several months later, during a harrowing encounter with the resurrected madman Apocalypse, when the immortal mutant conqueror and his newly minted Horsemen nearly succeeded in slaughtering the X-Men, when the walls Peter had so meticulously erected fell down. The stark realization of how close Peter and Kitty came to truly losing each other forever, especially after being reunited against impossible odds, prompted the two of them to truly communicate for the first time since his return. For the first time since he was free from Ord's bondage—no, he admitted to himself, for the first time since the young Illinois girl first entered his life and proceeded to turn it upside down—Peter and Kitty truly talked to each other, no longer hiding their emotions from themselves or each other. They had sat together on Peter's bed long into the night, confiding their dreams and desires, their gravest fears and most cherished memories.

At one point during that night, Kitty surprised Peter by leaning forward without warning and kissing him softly on the mouth, and Peter didn't pull away; it simply felt right. He hadn't realized how deeply he missed her, loved her, needed her, until this very moment when they were truly together. He both cursed his foolishness at trying to distance himself from her, and celebrated the providence that allowed him another chance with her. They didn't make love that night…that would come a few weeks later, and not infrequently after that…but they held each other closely, exchanging heated kisses and words of love before she fell into a contended sleep, snuggling into his arms. Before sleep would claim himself, Peter swore—by God, by the White Wolf, by whatever cosmic force brought them back together—that he would never forsake his beloved Katya again.

"What is it, Peter?" Kitty asked as she noticed the smoldering desire in his blue eyes.

"Yes, buzzed is very…very…nice…" he murmured as he lowered his face, reclaiming her lips with a smoldering kiss. Where their kisses during the party had been affectionate and playful, this one was insistent, needy. Kitty matched Peter's desire, her mouth opening, her tongue slowly extending to meet Peter's. With a surge of gentle strength, Peter suddenly pushed Kitty back on the sofa and leaned over her, his arms supporting his weight as his body hovered over Kitty's.

"Why Peter," Kitty giggled. "If I didn't know any better, I'd say you were trying to seduce me."

"I assure you, Katya," Peter responded in a poor show of feigned innocence, "my intentions are purely honorable."

Kitty regarded Peter with an almost feral gleam. "Too bad," she purred in a voice husky with desire as she snaked her arms around Peter's lower back, her hands slowly reaching his buttocks. "Because my intentions toward you right now are decidedly wicked…" Before Peter could reply, she fused her lips to his in a searing kiss.

After several seconds of delicious heat spreading between their bodies, Peter tore his head away long enough to regard Kitty with a growl that reminded her of a wolf (The White Wolf, maybe? she wondered absently) before scooping her small frame in his broad arms and lifting her easily off of the sofa. Kitty whooped merrily as she draped her arms around his shoulders to steady herself. "Upon reflection, Katya," he laughed as he staggered out of the living room and toward his bedroom, "I believe that I like your idea better." He suddenly stopped midway through the hall, turning around for a moment. "Uh, where is my bedroom again?"

"Upstairs," Kitty replied helpfully, nipping at Peter's earlobe, causing him to shudder with each contact. "But mine is down here. A lot closer."

"Good point," Peter admitted.

"And if we don't find a bed soon," Kitty warned Peter in an oddly sing-song tone, "I'm gonna end up tearing off your clothes and gettin' bih-zay with you right here in the hallway."

"Very good point," Peter conceded, glancing around again, locating her bedroom door.

He clumsily tried to reach the doorknob without dropping Kitty, but found opening the door while carrying a squirming load in his arms a tricky proposition. Kitty chuckled briefly and then concentrated for a second, triggering her mutant power to phase herself and Peter, rendering them both intangible. When Peter next moved toward the door, their bodies slid effortlessly through the molecular structure of the wooden door. With a gasp of surprise, he twisted as he stumbled into her room, his body solidifying again as Kitty turned off her power once they were clear. The sudden entrance jarred his already vodka-impaired sense of balance, causing Peter to stumble wildly and land on top of Kitty's bed, with Kitty's body sprawled on top of his, their limbs entangled haphazardly.

The two lovers started laughing giddily, their bodies convulsing reflexively against each other, slowly stoking their ardor. Finally the wave of mirth cleared, only to be replaced by a greater wave of desire. Kitty lifted her body, her knees straddling Peter's waist, and took in the site of his eyes regarding her with unbridled lust, and knowing that the lust in her eyes mirrored his. "Let's get it on, Big Guy," she groaned throatily as her fingers slid around the top button of Peter's collar, caressing the skin underneath as she slowly unbuttoned his shirt. Peter smiled goofily, knowing that, whatever hangover he would suffer tomorrow, tonight would more than make up for it.

"He loves me…he loves me not…" Rachel regarded the wildflower she held suspended in midair with her mind as she telekinetically plucked each petal. "He loves me…he loves me not…D'oh, who the hell am I kidding? He's never gonna love me, not while Ro's around!" With a thought she crushed the flower into a tiny ball.

Rachel stalked the shores beside Spuyten Duyvil Cove, along the southern border of the mansion property, watching dolefully as the near-full moon's reflection shimmered in the waters, her melancholy compounded by copious amounts of champagne. Her thoughts, as they had frequently over the last few months, turned toward a gallant German known by his fellow X-men for his encyclopedic knowledge of classic motion pictures, his penchant for practical jokes, his fierce loyalty to friends and family, his midnight blue fur and his ability to teleport in a cloud of acrid smoke. And a butt that goes on 'til next Wednesday, she mentally added, giggling at the thought. Kurt Wagner had been a factor in her existence for as far back as she could remember; she mourned his death in her native timeline when the Sentinels began the wholesale slaughter of all mutants (and anything capable of mutation; i.e. all life); she gained his trust when she first arrived in this world; she fought alongside him as a member of the X-Men, then as a charter member of Excalibur and now as part of the XSE. And now, after all these years of friendship and partnership, she had begun to reappraise her teammate with a new eye.

She was fascinated by his strangely dichotomous personality; on the one hand devout in his Christian faith, even if God had crafted him in the image of a devil, and on the other hand a flamboyant, devil-may-care swashbuckler with a ready wit and a tongue so silver Rachel figured he must sleep with a shard of the Blarney Stone under his pillow. Even when circumstances required him to use the image inducer that Professor Xavier constructed for him when he first joined the X-Men, his sincerity and genuine compassion were not things of artifice. Whatever a capricious fate threw at him during his lifetime, he faced all challenges with a fierce determination, a grace borne of deep faith and a wonky sense of humor.

The more time Rachel Grey spent in his presence over the last year, the deeper her emotions toward him had grown, until she had no other choice but to admit it to herself; she had fallen madly in love with him. But as her affections grew, so did her realization that Kurt had begun to nurse an attraction to fellow teammate Ororo Munroe. His attention, much like that of virtually every male within her proximity, was drawn to the regal African woman. Who can blame her, Rachel bemoaned. She used to think she was a goddess, and in many ways she still is…

Bloody hell! She cursed silently as she tossed the remains of the flower into the waters of the cove. She needed to let off some steam. To spend some quality time commiserating and possibly trashing the male gender in general. And who better to commiserate with than my best friend?

She stood gingerly on unsteady legs and sent a quick mental scan through the mansion. Even through the alcoholic fog of her own mind, a familiar psychic pattern distinguished itself from the psi-static of the immediate area. She smiled; Kitty Pryde, her best friend in this or any other world, was still awake. And judging from the stray mental images that she caught from her friend's mind, Kitty was as inebriated as she was.

Resolutely, she willed her unruly legs to walk, propelling her with purpose toward the manor. She made a valiant effort not to make any noise as she entered the vast foyer of the mansion, although the floorboards seemed to squeak more loudly than she ever remembered before. She homed her mind in on Kitty's again for the briefest of seconds, just long enough to pinpoint her location. Her room, perfect. Without another thought, she stormed down the hallway and pulled open the door.

"Kitty, are you up? I really need to talk rightOMIGODOMIGODOMIGOD! I'm blind, I'm blind!" Rachel immediately clamped her hand over her eyes and turned away from the bed, her face blushing to match her hair. On the bed, Kitty Pryde, clad only in a lacy cotton bra and panties, was kneeling over Peter's muscular form, himself only sporting navy-blue briefs. Peter's hands were gently massaging Kitty's breasts through the fabric of her bra, and one thumb was hooked under the left strap, intent on slowly removing it.

The second Rachel barged into the room, Kitty and Peter ceased their action and turned sharply toward the intruder. Kitty's heart lurched wildly in her chest, while Peter groaned in exasperation beneath her. "Uh, Rachel," Peter gasped, lifting his body up by his elbows on the bed, "I know that you hail from an alternate universe, but here there's this thing called KNOCKING!"

As Peter raised his voice in frustration, Kitty started to giggle lightly. Peter turned his head toward his lover and shouted, "Katya! This isn't funny!"

"Trust me, babe," she gasped, her chuckling rapidly progressing into a full-fledged guffaw, "this is comedy gold!" Peter tried to scowl at the pert young brunette perched on top of him, but his lips could only contort into a loopy smile, as he began to chuckle. Rachel watched the two lovers as Kitty fell forward into Peter's arms and shared a riotous laugh at their awkward position, and slowly began to laugh along with them, her body leaning against the doorframe as she convulsed in a fit of giggles. As Kitty and Peter began to collect themselves from their fit of embarrassed mirth.

As Kitty and Peter began to collect themselves from their fit of embarrassed mirth, Kitty began to notice that Rachel had slowly sunk to the floor, her laughing turning into wracking sobs. With a swift kiss on his lips Kitty reluctantly rolled off of Peter and stood up off of the bed, absently grabbing a robe that was hanging over a nearby chair and putting it on. She slowly made her way to the sobbing young woman in her doorway. Peter, for his part, was somewhat disappointed that his liaison with Kitty wasn't going the way he had wanted, sat up in the bed and swung his legs over so his feet landed gently on the floor. He watched with growing concern as Kitty knelt beside the miserable Rachel and placed a hand on her friend's shoulder.

"Hey, Red, you okay?" she asked gently, desperately trying to enunciate past the slight drunken slurring in her voice.

Rachel immediately wrapped her slender arms around Kitty's shoulders and buried her face in her friend's brown hair. Kitty gently lifted Rachel to her feet, murmuring assurances to her. Peter, beginning to feel just a little self-conscious, retrieved his shirt from the back of a chair where it had landed and slowly made his way to the door. "Uhm, Katya," he stammered, his face shading crimson, "maybe I should leave now."

"No, no," Rachel waved her hands desperately, trying to slip out of Kitty's gentle but insistent grasp. "I'm sorry, I should have knocked, like you said."

"Nonsense," Kitty shook her head emphatically. "I should have hung a sock on the doorknob or something. I should have been more considerate, I'm sorry…"

"No, I shouldn't have barged in…" Rachel hiccupped, her sobs gradually subsiding. "I'm sorry, I just wanted to talk…y'know, with someone who loved me…"

"C'mon, girl," Kitty insisted. "Talk to me."

Rachel stared balefully at Kitty, before lowering her head in shame. "Please, Kitty…I don't—I don't want anyone else to know."

"Hey," Kitty snapped, somewhat defensively. "You sayin' I can't keep a secret?"

"You can," Rachel shook her head. "But what about muscle-boy?" she added, nudging her head toward Peter.

"Should I be here?" Peter asked innocently as he reached for his pants.

"Peter," Kitty turned to the strapping Russian, "sit down, this won't take a minute. Rachel," she faced her friend again, "we're your friends here. You can trust us. Right, Peter?"

"You have my word," Peter replied reluctantly, accepting that Kitty's word was law under the circumstance, "whatever you have to say will not leave these walls."

"Like he said," Kitty nodded vigorously. "From now on, this room is Vegas."

"Vegas?" Rachel and Peter chorused, not quite grasping Kitty's logic.

"Yeah, Vegas," Kitty insisted. "As in 'what happens in Vegas stays in Vegas'. Now out with it, girlfriend," Kitty returned her attention to Rachel. When the redhead remained silent, Kitty prodded her gently. "Guy trouble?" Kitty's eyes flashed knowingly. "Kurt, right?" Rachel nodded sadly. Kitty slowly brushed a stray lock of red hair from the young telepath's face, frowning as her friend's eyes turned away.

"Look at me, Rachel." Rachel returned her green eyes to Kitty's hazel. "You are a beautiful, sweet, intelligent, compassionate woman. All you gotta do is let Kurt know that. Trust me, he likes you. He'd be an idiot not to, right?" Rachel said nothing, she only stared blankly. "Right, Rachel?"

"R-right," Rachel stammered.

"Now then," Kitty lifted Rachel's chin with her hand as she spoke, "repeat after me; 'I am a gorgeous, intelligent, sexy young woman, and any guy would be lucky to have me'."

"Um," Rachel started slowly, "I am a gorgeous, intelligent, sexy young woman—you really think I'm sexy, Kitty?" she started to giggle.

"And any guy…" Kitty prompted her suddenly.

"And any guy would be lucky to have me." Rachel finished.

"Now say," Kitty added, "'Tomorrow, I am going to start using all of the weapons in my arsenal to seduce Kurt Wagner and make him fall madly in love with me'." Rachel opened her mouth, but stopped suddenly. "Say it, Rach," Kitty insisted, "don't make me go ninja on you."

"Tomorrow, I am going to start using all of the weapons—" Rachel almost whispered.

"Like you mean it!" Kitty scowled.


"Estatic," Kitty grinned, hugging her friend tightly. "Trust me. It's gonna be okay. Kurt'll come around. You'll see."

Rachel sniffed, relishing the close contact between herself and Kitty. She started to notice the faint scent of lavender in her hair and the soft dewy texture of her cheek. "B-but what if he doesn't feel that way about me?" Rachel hiccupped, her long-standing insecurities resurfacing.

"Then he is a fool," Peter answered as he watched his lover consoling her best friend. "Katya is correct; you are a most desirable young woman, and Kurt would have to be blind not to see that."

"There you are," Kitty smiled triumphantly. "Two against one. You're outvoted. The elf's gonna fall hard for you once you're done with him. And even if he doesn't, you're still loved. I love you, Rachel. Don't you ever forget that."

What happened next remained the subject of much controversy for months afterward. Hoping to convince her friend of her sincerity, Kitty leaned forward to kiss Rachel gently on the cheek. At that moment, Rachel turned her face toward Kitty, and her lips suddenly met with Kitty's in a kiss that was both intense and feather-light; not quite a kiss between lovers, but more than between friends.

As their lips met, an electric surge passed between them, and thoughts Rachel knew weren't her own entered the young telepath's mind; she imagined herself back in Brian Braddock's lighthouse, in the bedroom she shared with Kitty during her time with Excalibur. She saw herself, asleep on her bed, clad in a pale blue tank-top and cotton panties. Her eyes trailed across her sleeping form, lingering over the curve of her shoulders, the gentle sweep of her buttocks and the shapely turn of her thighs and calves. She found herself lingering over her own body with a mix of envy and admiration, with just a hint of pure desire. She was vaguely aware of a leathery weight draped over her shoulders, of a cooing in her ear and the occasional slap of a wing against the back of her head—Lockheed, she realized. With a flash of insight, she realized the truth; she was viewing her own body from Kitty's eyes.

The telepathic flash faded rapidly as their lips parted. Kitty jerked her hnad back sharply. "Oh, I'm so sorry, I had no idea that you were gonna…" she rambled quickly, before Rachel placed her hand over Kitty's mouth.

Rachel smiled goofily as she gazed into Kitty's eyes. "You really do think I'm sexy, don't you?"

"Uh, yeah, sure," Kitty stammered abruptly, waiving her hands wildly in the air. "I mean, back in Excalibur, any time we entered a bar, the guys always hung on you, leaving me with the sloppy seconds."

"Uh, excuse me—" Peter raised his voice a trifle, only to be ignored by the two women.

/You never told him about Shan, have you/ Rachel projected into Kitty's mind.

/Nothing happened! There's nothing to tell/ Kitty thought back, her eyes flaring.

/Then tell him./ Rachel grinned evilly. /Or I will./

"You wouldn't dare…" Kitty growled.

"What are you talking about?" Peter asked, lost.

Rachel's smile widened as she glanced toward Peter. "Nothing much, big guy, just a little Truth or Dare."

"Oh?" Peter raised his eyebrow. "Sounds intriguing. May I ask what about?"

"All right!" Kitty groaned in surrender. "I'll tell you!" Kitty took a deep breath, held it for a second, then let it go. "Two years ago, I…I was curious…about Shan." Rachel started to snicker as Kitty's face flushed bright red.

Peter blinked for a second, before asking, "You mean Banshee?"

Rachel exploded in a fit of laughter while Kitty cringed. "Not Shawn Cassidy, Shan Coy Mahn! As in Karma!"

"But—" Peter started in puzzlement. "But Shan's a girl!"

"Nothing gets by him," Rachel managed to get out before dissolving into another fit of hysterical laughter.

"If my soon-to-be-ex best friend is willing to quiet down…" Kitty snarled, prompting Rachel to make a supreme effort in reining in her mirth. Blushing beet-red, Kitty lowered her head, intently concentrating on her hands as they fell into her lap. "It was while I thought you were dead, Peter. I was attending college in Chicago, while tending bar at nights to make ends meet. That's where I ran into Shan, turns out she was going to the same college. That's when I learned she was a lesbian. A while later we ended up fighting a Sentinel together, and I pulled her out of the line of fire at one point…and I found myself looking at her a little longer than I intended. I…I guess I was curious, y'know? What would it be like? I'm sorry, Peter. I know I should have told you…"

"Katya," Peter spoke softly, the familiar pet name imbued with gentleness. He patted the space next to him on the mattress, silently summoning Kitty to sit beside him. Kitty pushed herself off of the floor and slowly made her way to Peter's side. As she sat on the bed next to her lover, she felt his broad arms gently encircling her waist, as his lips strayed over the soft skin of her neck. "You did nothing wrong, dear Katya. I will admit that I am surprised, but this changes nothing." As he spoke soothingly, his lips brushed lightly against her flesh, occasionally nipping at her earlobe, in a gesture that was at once comforting and incredibly erotic, both calming and arousing Kitty's body simultaneously. "I do love you, Katya, and I believe in you implicitly and in all things. You were the one who saved me from Ord's experiments. You brought me hope when I thought there was none. Above all else, I believe in our love."

Even in her mildly drunken state Peter's words registered in Kitty's mind and heart. She felt a familiar and welcome lightness in her heart as Peter professed his love for her, and happily leaned into his embrace. "I love you so much Peter," she whispered fervently, her passion slowly rising within her.

Rachel smiled giddily, tears slowly leaking out of her eyes. "God this is so beautiful," she gasped as she witnessed her best friend slowly losing herself in the throes of her long-standing love for the Russian giant. As the two lovers leaned toward each other in a passionate kiss, Rachel started to feel a trifle embarrassed. "Uh, you know what?" she announced loudly as she began to lift herself from the floor. "I should leave."

"No, stay," Kitty murmured slowly as she lifted her face away from Peter's. "We're all friends here, right? Besides," she turned her head toward Peter's, a faint gleam in her eye, "it's not like you've never been with two girls at once, right honey?"

"Well there was that one time…" Peter began absently, until he was aware of Rachel's intense green eyes boring into him. "Wait, what are you talking about?"

"Busted!" Kitty smiled in mischievous triumph as Peter's face reddened. Rachel clapped her hands and whooped merrily, her lips widening into a knowing leer. Kitty simply chuckled wickedly as Peter seemed to be slowly sinking into the mattress. "Oh, I knew about those two tribe-girls from the Savage Land for years, babe," she laughed, taking pity on the mortally embarrassed young man. "Logan told me the whole sordid story during one of my post-Battleworld 'I Hate Peter' crying jags."

"Well, well, well—" Rachel drawled giddily, enjoying Peter's discomfiture immensely. Shadenfreude indeed, she decided. "This is prime dish. C'mon, Too Tall, spill! You know Kitty's deep dark secret, what's yours?"

Peter shook his head, his eyes lowered penitently. "Forgive me, Katya. I should have told you about this before. It was during my first year with the X-Men, we were stranded in the Savage Land, I was alone in an unfamiliar world, and—and Nereel and Fahae, they comforted me. They wanted me to join them for one night—"

"Hey, Peter," Kitty stroked Peter's face with gentle but insistent fingers. "It's okay. My first time was with a wannabe James Bond, yours was with the cavegirl Doublemint twins. We both have our sordid pasts, right? But we somehow found each other again. That's what counts." She placed her hands on the sides of his head, slowly lifting his face to hers. "I trust you, Peter. More importantly, I trust us."

"I know that, Katya," Peter dared to lift his eyes to meet Kitty's, and was relieved to see only love and acceptance reflected in their hazel depths. He nodded gratefully, the recipient of undeserved and unasked grace. "I trust you as well."

Kitty's smile widened into a lusty leer that Peter recognized all too well; past experience proved to him that when she bore this expression on her face, their night together would be memorable. Kitty shared a silent staredown with Rachel for ten seconds, and Peter started to wonder what thoughts were passing between the two longtime friends. He felt a faint lump of fear in the pit of his stomach when he saw Rachel nodding her head slowly, her eyes alive with mischief. "Do you trust me, Peter?" Kitty asked Peter, her voice calm and level. "Really?"

Peter glanced back at Rachel, who simply shrugged her shoulders. Returning his gaze to Kitty's, he willed his voice to the same calm timbre as Kitty's. "I do."

"Then close your eyes."

The words made Peter pause for a second, until Kitty snapped at him. "Trust, Peter. Remember?"

"I remember," Peter defended himself. "I also remember the first time you told me to close my eyes, and I ended up in Ororo's attic, five feet in the air."

"Close 'em, Mister!" Peter shut his eyes instantly, praying that his lover would be gentle with him.

He felt gentle but strong hands press firmly against his chest, guiding him to lie down on the bed. He tensed slightly as her fingers drifted slowly down his abdomen. He heard the door latch shut and began to relax. He felt soft feminine hands brushing against his pelvis, slowly lowering the waistband of his underwear, and relaxed completely.

He began to open his eyelids a crack, only to hear Kitty's soft voice murmuring, "Keep 'em closed, Peter. Whatever happens, keep your eyes closed." He obediently clamped his eyelids shut, content to allow the evening to unfold. He tried to lift his arms, but felt gentle hands holding them down at his sides. "Uh, uh, uh, lover," Kitty's gentle voice cooed seductively in his ear. "Just lie back and enjoy."

"For certain," Peter murmured happily. "Oh, excuse me, that's 'for sure'."

"You catch on, lover," Kitty's voice answered.

Peter lie back silently, his desire slowly mounting as he felt a warm soft weight straddle his pelvis and a feminine body lower down upon his. Clinging lips fixed firmly on his, and a small electric tongue brushed against his mouth, demanding entrance. Peter opened his mouth willingly, allowing his lover's tongue to slowly slide against his, the kiss rapidly growing in heat and intensity. He felt the hands release his wrists, and slowly began to encircle the waist of the gorgeous woman on top of him. His hands began to explore the bared skin of her midriff, venturing slowly along her spine, stroking her ribs before traveling toward her breasts. He smiled wantonly; she had already removed her bra. His thumb traced the areolas of her nipples, feeling the small nubs grow hard under his touch, while his own manhood hardened beneath his lover's body.

He couldn't resist any longer; he had to see his beloved as well as feel her. He opened his eyes wide—

Rachel Grey was straddling his lower torso, her head arched back at his touch at her breasts. He lie silently, frozen in sudden horror at the sight of the very naked redhead sitting happily on his body. Even in his terrified state, his eyes betrayed him as they scanned Rachel's lithe, athletic body; her firm arms, her softly sculpted abs and torso, her shapely thighs and the juncture between them—

Rachel flashed Peter a canary-eating grin. "Yep," she announced. "The carpet matches the drapes."

"KATYA!" Peter screamed in absolute terror.

"What?" Kitty's head craned over Rachel's shoulder, her wicked smile matching Rachel's.

Peter gasped, his mouth gaping open like a fish floundering on a pier, his hands clumsily breaking their hold on Rachel's breasts. "Wha—wha—" he stammered blankly. "What's going on here?"

"What's the matter, Peter?" Kitty asked innocently, her hands reaching around Rachel's waist and gently caressing the downy skin just below her belly button. "Don't you think she's sexy? I do." She turned her head towards Rachel's and began kissing the outer rim of her ear. Rachel leaned back into Kitty's embrace, twisting her head to meet Kitty's mouth with her own.

"But…but…" Peter stuttered weakly, shocked at the display before him; the woman he loved was kissing her best friend, while they were both straddling him. He feared that he couldn't hide his own arousal as his body stirred and hardened beneath the two women.

Kitty slowly disengaged her embrace of Rachel and rolled off of Peter's body, lowering herself to his right side. She took Peter's face in her hand, purring softly into his ear. Rachel slowly slid off of his body as well, sitting pensively on the side of the bed. "Peter," Kitty murmured softly, "what we have is something special. Too few people ever get that kind of love. And Rachel deserves that kind of love." Her lips pressed into his cheek as her hands slowly crawled across his torso, toward his pelvic region. "Please, Peter. Just for tonight, let her in. Let's show her that she is loved, that she can be loved."

"Katya—" Peter started hesitantly.

Rachel turned away from them and began scanning the room, looking for her clothes. "Look, if this is making you uncomfortable, maybe I should—"

"Stay, Rachel," Kitty insisted, raising her body. As she lifted her body off of the bed and reached for Rachel, Peter first noticed that Kitty was as naked as the redhead. A cursory glance at his midsection revealed that he too was completely denuded. "You should stay. Please, Rachel. I love you so much. You're my best friend, you're a beautiful, sexy, intelligent woman who deserves to be happy. Even if Kurt is too blind to see it, I'm not." She took Rachel's hand in hers, gently pulling her back onto the bed, while taking hold of Peter's larger hand in her free hand. "Please, Rachel, Peter. You two are the most important people in my life. Just for this one night. Let me show you both how much I love you." She lifted Rachel's hand to her lips, slowly kissing the palm before placing it on her cheek. She then kissed Peter's hand and placed it on Rachel's, smiling as his fingers instinctively grasped Rachel's. She placed her own hand on their connected hands, relishing the closeness, the growing heat between them.

"Are you sure about this, Katya?" Peter asked weakly, his own arousal slowly overtaking his reticence. "This is playing with fire."

"I have a pet dragon, Peter," Kitty smiled, slowly closing the gap between herself and the others. "Playing with fire isn't new to me." Without another word, she lifted her face to Peter's, capturing his mouth in a deep searing kiss. Rachel tenuously approached the two lovers, her own desire mounting with every passing second. Kitty leaned back, ending the kiss, and tilted her head toward Rachel. The redhead smiled, craning her head to reach Peter's mouth with her own. Soon the three embraced each other, trading kisses and touches before tumbling onto the bed in a tangle of arms and legs, hands caressing intimate areas, lips tasting heated flesh, any hesitancy a distant memory.

Peter had lost count of the number of different positions he, Kitty and Rachel had engaged in as they made love long into the night. He felt Kitty's mouth on his own as Rachel licked and nibbled her way down his chest and felt hands everywhere at once, until he couldn't tell who was kissing or touching him where. He distinctly remembered the indescribably erotic sight of Rachel greedily suckling Kitty's breasts while he entered the redhead in a slow thrust, Kitty throwing her head back in sheer ecstasy. The taboo of actually having sex with Kitty's best friend while Kitty watched, indeed participated, added to his pleasure and stoked his desire even further. During his first climax, he could feel—no, more like sense—Kitty and Rachel, as if their arousal had become his own. During their lovemaking, he realized, Rachel had somehow set up a telepathic link between the three of them so each could share the sensations of the other two. This total intimacy only excited them more, leading to even more powerful orgasms, each one experienced by all three, as their night of passion continued.

Finally, after literally hours, Peter sank bonelessly onto Kitty's bed, his body entirely spent from his amorous exertions. Kitty and Rachel both sagged against his body on either side of him, equally sated and enjoying the post-coital closeness. Even after all the lovemaking they had engaged in, their hands kept straying to touch each other's bodies.

Before his body settled into a deep slumber, he glanced back and forth at the two incredibly beautiful women who slept at either side of him, their naked flesh pressed against his. As he sank into oblivion, his alcohol and sex ravaged mind was capable of maintaining only one coherent thought; "By the White Wolf…"