Author's note: This is my first attempt at a Marvel Storyline. Please remember this is a slight AU version of Marvel. Kitty already knows that Peter is Spider-man and knows that Wolverine knows. Her and Logan are the only ones at the school that knows. This takes place during the current All New X-men. Oh and Doc Ock isn't Spider-man. It's Peter Parker. That never happened. Mj left Peter and it never happened with Felicia.

It had been a long night for Kitty Pryde. She just gotten inside from having a talk with young Jean Grey about keeping her powers in control. And during the conversation she had mentioned her current lover Spider-man aka Peter Parker. She needed him right now more then anything. One thing she liked about Peter is that it was great stress relief when ever they got together. But she was also starting to feel guilty. She knew that Peter wanted to take it to the next level for weeks now. But Kitty was still afraid of getting hurt again or loosing anybody else. After what happened to her and Collusses she didn't want to take any chances.

And she didn't want Peter to think that she was using him just for sex and stress relief. True he was great in bed. But she also was starting to care for him more then sex. And that scared her more then anything. Walking into the kitchen area to get some water before going out she spotted Wolverine leaning against the bar drinking a beer like usual. She shook her head at the long time father figure even though he would never admit it. She decided to skip on the water and grabbed another beer from the fridge walking over to him as she opened it and leaned against the counter. Wolverine looked over at her and smirked sipping on his beer.

"You can't drink that half pint." Logan said and Kitty laughed looking over at him in disbelief.

"Logan I am over twenty one and I am a adult now." She said taking a sip as Logan watched her.

"You still a teenager to me kid." Logan commented and looked over at Kitty.

"Crazy couple of months huh? Original x-men coming to the future. Now Scott. At least it never get's boring here." Logan said and Kitty laughed at that.

"Logan I need relationship advice." Kitty said

"No." Logan simply said.

"You always say that but you always listen so I am just going to tell you anyways." Kitty said and Logan sighed.

"Is this about you and webs?" Logan asked which surprised Kitty. She didn't think that he knew about her affair with Spider-man. But she wasn't that surprised.

"How did you know?" Kitty asked and Logan chuckled sipping on his beer.

"I can smell him on you kid. Every time you come home he is all over you." Logan said which made Kitty blush and curse his good nose.

"OK, I will pretend that isn't really creepy and move on. Since you know that I have been seeing Spider-man then. I mean it's not serious or anything like that. It's just sex." Kitty said and Logan made a face.

"I'm trying to drink beer here and not get scared for life." Logan commented.

"Come on Logan be serious for a moment. I have been feeling guilty about just having sex and using him for stress relief. Peter is really nice and that's rare for a guy. It's just, I don't know I am afraid to take it to the next level. I'm afraid of.-"

"Loosing somebody." Logan commented as he looked over at Kitty who nodded her head in agreement.

"Look kid. I have known webs a long time now. He is a good guy. I am sure that he will never do anything to hurt you. He has had some losses as well. Maybe you two need each other." Logan said and Kitty smiled over at him.

"Yeah maybe. How are you doing with the whole time traveling thing? With Jean?" Kitty asked and Logan huffed and took his beer.

"I will be fine kid. Don't worry about it. I am not much of a talk feelings kind of guy." Logan said.

"That is true." Kitty giggled and finished her beer kissing Logan's cheek.

"But you are the best. I got to get changed. Wish me luck." She said walking out of the kitchen to get changed into something more better then her x uniform she was still wearing. Maybe a nice shower would be good as well before she head over to Peter's.

"Good luck kid. And if web's ever hurts you. I will kill him." Logan commented when Kitty went out of the room.

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Peter had just gotten back from web slinging and all and all it had been a pretty quiet night. A couple of muggings hear and there but overall no super villian activity. Which was always a plus for Peter. Threw out the night he was thinking about Kitty Pryde and what he wanted to do with her. True he was wanting to take it to the next level and he enjoyed the sex. Hell she was pretty hot in that uniform of her's

'Focus. Parker. Focus.' Peter said taking his uniform off seeing the cuts on his abs. He sighed looking at himself in the mirror and shaking his head.

"Kitty isn't going to like this." Peter said putting his hand on the open cut. She never liked it when he got injured on his patrols. And was always worried for him. She reminded him of MJ. Walking into the bathroom of his lonely apartment he got the first aid kit out from the bathroom. He began to work on the wounds as he thought back to the day he met Kitty. Long time ago when they were helping him out with a villain problem.

Then the first night they had sex. A couple of months ago when they ran into each other at a local diner. She was upset about Colossus and he was upset about Mj leaving. They were just there for each other and they talked for a long time in that diner and she walked with him back to his apartment and then it had happened. And now they had been seeing each other secretly for a couple of months.

He was concerned about what was happening with Cyclops and his new revolution so to speak. He offered help to the x-men at one point but Kitty didn't want him hurt. He had to remind her a couple of times that he himself is a crime fighter and had been in a few wars before with mutants like Sabertooth and Juggernaut Peter was just finishing up bandaging his wound when he heard the door knock and the familiar female voice.

"Peter? It's Kitty are you home?" She asked knocking on the door and Peter cursed looking around the kitchen.

"Just a second Kitty. Come on in. I'm in the bathroom" Peter said and Kitty phased her way threw the door looking at the poor looking apartment. She walked around his small apartment looking at the pictures he captured of himself for the bugle. She still couldn't believe that he worked for that Lunatic Jameson. Picking up one of the pictures she smiled not noticing Peter was behind her.

"See anything you like beautiful?" Peter asked putting his arms around her waist and kissing her neck. Kitty blushed a bit and turned around with a smile putting her arms around his neck.

"Hey. I have missed you. And yes I see a spider." She grinned up at him. Peter took in her looks and he had to admit she looked amazing. A pink blouse and black skirt with heels.

Hm, Have you missed me a lot? What do you plan on doing with me tonight?" Peter asked and Kitty pouted.

"Well I was hoping to get you in bed and maybe spend the night." She grinned putting her hand on his face and leaning in kissing his neck a bit to get him in the mood. Peter moaned leaning his head back as she sucked on his skin with her tongue and teeth moving up to his earlobe.

"I'm glad you hear. When your not here I usually think about you in that hot uniform." Peter said and Kitty laughed running her hand down his strong body that she liked and rubbing over his bulge with her hand.

"I see that somebody is excited to see me." She smirked running her tongue up his neck as she pushed him down on the chair. Peter laughed at how she was acting and looked up at her as she started to straddle his legs and on his lap. She grinned kissing and sucking his neck lifting his uniform off of him as he threw it to the ground.

"But I am glad that you wore yours for me." She grinned running her hands down his chest and abs and then saw his cuts. She looked worried running her fingers over them.

"Oh god Peter. You got to be more careful." Kitty said in a concerned voice and Peter put his hand on hers.

"Relax. I have been doing this for years." He told her puling her in more closer for a deep kiss and she kissed him back. Kitty pulled back and they both looked at each other for a moment before Kitty moved in and kissed him once again and a chill ran down her spine feeling his fingers running over her skin under her pink blouse. Kitty then ran her hands up and down his biceps and forearms loving the muscles and ran her fingers up to his neck and feeling the skin under her fingers.

She leaned down and began to suck on his bottom lip letting her teeth bite his skin a bit. Maybe taking her frustrations out on him for the past couple of weeks. Feeling his hands on her thighs and legs were amazing as she moaned sucking on his skin. She then licked at his chest tasting his abs she loved so much and sucking on his nipple which made Parker moan in pleasure leaning his head back and running his hand threw her brown hair.

Kitty's mouth sealed over his nipple as her teeth nibbled and worried at his skin lightly before she sucked on his skin a little into her mouth. She moved up and sucked on his neck near his left ear as she began to grind her hips back and forth against his aroused member. She smiled as she continued to suck and lick his neck. By the time she was finished there was a purple mark on his neck that would leave her mark. Kitty then moved her lips to his mouth once again putting her hands on his face as her tongue darted out to dance inside of his mouth as she felt his arousal once again pressed against her body. She knew that Peter was ready for her. But she wanted to be a there was also a need inside of her. A fire burning in her that she hasn't felt since forever. She stopped for a moment and leaned back as she looked down at him. Peter breathing hard to catch his breath as he looked up at her running his hand over her face admiring her beauty.

"You are so beautiful." Peter said which made Kitty blushed. Her finger drew a line around the bulge in his pants. Licking her lips and tasting his mouth with her own now gone gloss. Cupping him threw his pants Kitty drew out a groan from him. She smiled at that. She loved to torture him during sex. It was so much fun. She also knew she wanted him. Sliding down from his lap she moved to rest her knees on the floor. Her hands on his thighs as she began to take off his spider-man tights and boots pulling them down. Licking her lips at the sight of his hard on she looked up at his body running her hands over his tanned muscular body. She could see what the black cat and Mary Jane liked in him. Hell it was there loss. And her gain.

She licked a long wet line up his cock from base to tip savoring the moment and his taste. Kitty's lips sealed around his tip, drawing him further and further into her mouth until she couldn't get him into her mouth anymore without trying harder. Mouth sliding up and down on his cock with a fluid motion she heard his moans, the feel of his hand playing with her hair making her groan against his skin. Her teeth gently pressed into his skin and balls. She moved to take him all the way into her mouth relaxing as she felt him slide down her throat. She stopped when she couldn't bear to go any further. Kitty repeated it twice before pulling her mouth up to rest her lips around the edge of his tip sucking the flesh and licking it as best she could.

Kitty felt the wet warm heat that came from her, there was a slight wet spot on her panties from how hot she was getting. By the time she stopped and pulled him out of her mouth, Kitty knew what she was wanting just not if he wanted it. But that was soon answered when he picked her up and put her on a counter in the kitchen.

'This is new.' Kitty thought. They always had sex in the bed. But she didn't care at the moment. His tights were around his ankles and had she not been the one up on the counter it would have been comical. But she'd have also gotten a good view of his handsome and nice looking backside as well. Kitty had kicked off her heels and she slid down her skirt and panties quickly as Peter took her in. He quickly took off her blouse and threw it to the ground pulling her close to him and kissing down her tanned stomach smelling her sweet perfume. He licked around her navel taking off her black bra and sucking on her breasts. Kitty moaned leaning her head back running her fingers threw his hair as he leaned back.

He licked his lips at the woman he was about to conquer and he leaned in kissing her slightly shiny lips. Her panties, which were lace anyway because she'd gotten rid of all her simple ones in the previous year were wrapped around her foot as she wrapped her legs around his muscular and sweaty waist from crime fighting all night in the summer heat.

She felt the tip of his cock pressing against her opening, she was so wet that he slid over it a few times and he rubbed against her clit in a movement that made her moan. Kitty slid closer to the edge and guided him firmly against her as he thrusted into her. She let out a load groan at the action, She now remembered why she kept this affair.

'Damn this feels good.' She thought. Her moans were low as he worked himself in and out of her, his moans sounded in her ear as he held himself up with his hands on the counter. Her hands gripped his sweaty ass as he thrusted, she felt his muscles work under his hands as her nails bit into his skin. Both of there chests all sweaty as he pounded more into her as she held onto one of the kitchen drawers of the kitchen counter.

"Oh god Peter." She called out with her other arm now on his neck. Her feet digging into his ass making him go faster. Kitty's moans got louder as he went faster and harder, his thrusts going wilder in her as she could feel he was getting closer, the hardness of him inside her was sweet pleasure and a little bit of sweet pain as well. She got off the counter and pulled him over to his bed and pushed him on it. She got on top of him and kissed his lips with passion as she slid his member inside of her and began to grind up and down. Her breasts moving up and down as she put her hands on his sweaty chest.

"Oh god Kitty. Faster." Peter yelled out as Kitty did just that grinding a bit faster in a circular motion. Her nails scratching his skin leaving more marks but he didn't care. She leaned down and licked her tongue down his stomach and chest licking his sweat as she grinded more and more harder. She threw her head back and moaned.

"I'm cumming. I am so close. Peter." She yelled out panting hard as waves of pleasure coursed threw both of there bodies.

"Me too." Peter said thrusting into her as well keeping up with her putting one hand around her sweaty back and leaning up in the bed.

"Cum inside of me." She whispered to him her hands on his face as he kissed her and finally brought himself inside of her. Kitty could feel her body drawing out every spurt of his orgasm as Peter released his cum deep seed inside her body. Kitty squirmed and moaned as it drew her out of her own pleasure and collapsed on his chest. There sweaty naked bodies in the sheets of his bed as she had a arm around his face and she began to kiss his chest.

"Thank you." Kitty told him kissing all over his face and running her hand over his chest.

"Your welcome." Peter said putting a arm around his head and leaning up some looking at her beautiful body. He ran his hand over her naked back as he kissed her shoulders.

"I'm ready Peter." Kitty told him and Peter looked confused.

"Ready for what?" He asked

"Ready for the next level. Peter I know that I told you earlier that I was scared for loosing another person. But then I got to think about what you have been threw. With Gwen and Mj." She said and Peter got stiff at that and she looked down at him. "I'm sorry for mentioning them Peter." She said

"No it's alright. And your right. Gwen's death and Mj Leaving me tore something in my heart. But you were there for me. You mended my heart back together. I'm ready too. I don't know what the future holds for us Kitty. With this new revolution Summers is planning. And this time travel thing you told me about." Peter said and smirked. "Is it true that the original x-men came here?" Peter asked

"Yeah um, I don't want to talk about that. It's confusing." Kitty said and Peter kissed her.

"Time traveling always is." Peter said and Kitty laughed running her fingers on his chest.

"So are we officially a couple?" Kitty asked him putting her chin on his chest and looking up at him.

"You know your always welcome at the school. You don't have to live here." Kitty said.

"Yes we are official. And I know. I kind of like it here. But I will let you know if I am ready for that step." Peter smiled at her as they kissed passionately and Peter pulled the cover over both of there bodies.

The end.

Hope you like it. Please leave reviews if you can.