DISCLAIMER: Don't own them, though I do covet them.
NOTE: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.
ARCHIVING: Only with the permission of the author.

Underneath It All
By Janine


Part 9

Two days later…

Jean knocked on Emma's door lightly. It was still relatively early but she couldn't hear any sounds coming from the blonde's room and didn't want to wake her if she had turned in. Despite how uncomfortable it could sometimes get, though things had been better since her talk with Ororo, Emma hadn't failed to make an appearance during dinner time in quite a while. It left her feeling rather uneasy, and though she was certain the blonde wouldn't appreciate it, she wanted to check in with her and make sure everything was alright.


Jean looked up at the greeting slightly surprised having not heard Emma move inside the room at all.

"That's about as cordial as my invitations get," the blonde commented a moment later stepping further back to make more room for Jean to enter.

"Believe me I know," Jean replied stepping into the room. She'd been on the receiving end of some of Emma's less cordial greetings and could most definitely tell the difference.

Now that she was in the room she could hear that music was playing softly in the background though she couldn't quite make out what it was. Turning to glance over her shoulder she watched as Emma closed her bedroom door and then moved past her to take a seat on a plush over-stuffed couch, curling her legs under her and picking up a nearby glass of red wine. She'd obviously been situated over there before Jean had knocked so the redhead followed her over and took a seat next to her on the couch.

"We missed you at dinner," Jean began watching Emma closely. The blonde was dressed conservatively and for comfort in a pair of jeans and a white cashmere sweater which was strange for her. But it was the tired, weary expression on the blonde's face and hint of dark circles under her eyes that really caught Jean's attention.

"I doubt 'missed' is exactly the right word," Emma responded smiling darkly before turning to look out of her window for a moment. "I wasn't really in the mood for socializing."

"Long day?" Jean asked softly removing her gaze from Emma's beautiful profile, not wanting the blonde to feel like she was being inspected, even if that was exactly what she was doing.

"Hmm," Emma hummed softly before taking a sip of her wine, her eyes searching Jean's for a moment. "More like a long night actually. I didn't get much sleep," she continued absently.

Jean was quiet for a moment, and then asked "Genosha?" Almost immediately after the morning Emma had awoken in the mansion after that terrible first night the blonde had begun to project an attitude of indifference and apathy in regards to the horror she had witnessed in Genosha. She had been distant, and cold and silent, but she had not cried again, her lips did not tremble when Genosha was brought up in her presence, she didn't snap and yell at others, she didn't really do anything, she was just … frosty; icy and superior just like the Emma they had come to know over the years. But after being in her head, Jean knew that Emma hadn't been unaffected by what she'd seen, that in fact she felt the loss so strongly that it was almost overwhelming at times. Emma behaved the way she did because it was the only way she knew how to hold herself together and keep on going from one day to the next. She'd tried to talk to the blonde at first but it had been like banging her head against a brick wall. Soon after those initial attempts however, she'd had her beliefs confirmed when she had been woken by one of the blonde's nightmares shortly after Scott had left. Emma wasn't projecting much, but her room was underneath the blonde's and she was much more sensitive than the other telepaths at the Institute. She couldn't pick up exactly what Emma was seeing, but she recognized the feelings from the night the blonde had arrived. She'd only been woken a few other times like that, but she was sure that what she picked up on were only the worst of Emma's nightmares and the blonde had more difficult nights then she was aware of.

Emma sighed deeply and took another sip of wine. Jean was looking at her with those goddamn doe eyes again, all concern and soft feelings and sugar and sweet smells. She was certain that if she were anyone else the redheaded would've been hugging her already. It bothered her, but not as much as it might have at one point. Besides, she hadn't really wanted to be alone and was glad for the disruption to her solitude so she couldn't really justifiably be snotty with Jean.

"Among other things," Emma finally said her eyes drifting to the window again. Oh how blessed her life would be if Genosha was her only bad memory.

Jean waited until Emma turned to face her again and then reached out placing her hand on the blonde's thigh, feeling the warmth of her body soak into her through her hand. "Emma," she began the name coming out soft and breathy. She was idly aware of the fact that she was rubbing Emma's thigh slightly and thought to herself that perhaps she should stop even as her hand continued the gentle motion. She had become somewhat more used to casual physical contact with Emma over the past few weeks, but she thought that borderline caressing her thigh might have been a bit too familiar. "If you ever want to talk about … anything, you know I'm here for you right?" Jean pressed on pushing her previous thoughts out of her head, reminding herself that there were more important matters at hand than insanely debating whether or not she was violating Emma's personal space.

Emma stared at the hand on her leg for a moment, not really surprised that Jean was touching her, but distracted by the feeling nonetheless. Jean's palm felt as if it was about a million degrees making the skin under the denim that the redhead's hand was resting over tingle almost painfully. Emma's hand twitched and lifted as if to move towards Jean but after a moment of awkward hesitation she lowered it back to the couch where it had been resting before, allowing Jean's hand to remain where it was. If Jean wanted to touch her she didn't want to do anything to dissuade her.

"I know," she said very simply before breathing in deeply and averting her eyes once more. She was starting to feel a bit emotional about the whole situation because she did know that Jean meant it. The redhead had put up with more than her far share of Emma's bullshit in that first month she had been at the mansion, and Emma had resented her persistence because she thought that it was born of pity. However, as she was forced to get to know the redhead better because Jean simply wouldn't allow her to ignore her, she realized that the redhead was genuinely concerned about her. And while she was still annoyed, she was less so and had found herself being less vile towards Jean which only seemed to encourage the woman. The truth was she simply had no experience with dealing with someone who was just trying to look out for her because they cared and not because they wanted something, or because it suited their interests, but just because they liked her. It kind of disturbed her but in a way that made it so that she sort of enjoyed it.

"I've completely forgotten my manners," Emma said blinking rapidly before turning to face Jean once more. "Would you care for a glass?" she asked motioning to a nearby bottle of Blue Rock Cabernet Sauvignon.

Jean watched Emma for a moment, she had seen the blonde go through a series of emotions, her usually unreadable face surprisingly open and vulnerable, but she could see Emma pulling herself back together as she reached for the bottle of wine and knew that pushing her wouldn't help matters so she simply nodded in response to the blonde's question and allowed her to play hostess.

"It's outlandishly tasty," Emma said a moment later handing Jean a glass now filled with dark red liquid. Jean smiled as she accepted the glass, she didn't doubt that it was excellent if Emma was drinking it.

"It's a rich wine with a very pleasing almost velvety texture," Emma began leaning back as she released the glass to Jean. "It has a medium-to-fully body and silky, sweet ripe tannins. I think you'll find it agreeable."

Jean smiled as she lifted the glass to her lips trying to hide her expression. Emma sighed deeply. "What?" the blonde asked testily seeing that charmed look on Jean's face again.

"Nothing," Jean said shaking her head though the amusement didn't leave her face or voice. "You're just quite cute sometimes."

Emma blinked. "Cute?" she asked not sure what to make of the description.

"Yes, adorable," Jean replied trying not to grin as Emma frowned deeply at her response.

"And what, pray tell, did I just do to make me seem so delightfully precious?"

Jean couldn't be one hundred percent sure, but she thought that Emma had a sneer on her face as she spoke. She was sure however that the blonde was minutely pouting and she considered replying that she thought Emma's pout was pretty adorable as well but decided against it.

"Have you ever noticed," Jean began biting her lip knowing that Emma wasn't going to like what she was going to say any better than what she didn't say. "That you tend to monologue about topics you're knowledgeable about?" Jean finished smiling.

"Monologue?" Emma asked doubtfully her pouting frown still firmly in place.

"Mm," Jean replied. "You often give very serious, almost philosophical musings on topics from music to food and wine. It's very …"

"Cute?" Emma cut in her eyes narrowing at Jean slightly.

Jean nodded happily.

"You're very easily amused, aren't you dear?" Emma asked huffily a moment later. "You must have been very easy to keep entertained as a child. I think I have a bouncy ball somewhere around here," she continued turning her head to and fro for a moment.. "Would you like to play with it?"

Jean simply shook her head and took a sip of her wine. That comment amused her too but she didn't think Emma would appreciate her telling her so. A change of subject was definitely in order.

"Yummy," Jean pronounced before wiggling in the couch a bit to get more comfortable. "So Phoebe's come out for the soccer team," Jean commented a moment later. She'd noticed that Emma had taken a special interest in the Stepford Sisters and figured that while it would be an obvious change in conversation that it would also be a welcome one.

"Sophie, I think" Emma corrected gently even though she was still somewhat irritated by Jean's teasing. Most people had a hell of a time telling the quintuplets apart. Even she still had to take a moment on occasion to get the right name. "She'll be an excellent addition. It'll be ever so useful to have someone on your side who knows what the other team is planning even before they do."

Jean stared at her unsure if she was joking or not. Emma sometimes said things just to get a rise out of her.

"There are no powers allowed during games," Jean finally responded neutrally.

Emma glanced over at her.

"Oh that's right. I forgot that here at the Xavier Institute we're interested in shaping young people into splendid, clear-thinking, civilly minded adults with a strong moral fiber and healthy teeth and bones."

"You make that sound so … dirty," Jean replied shaking her head. She was sure that Emma wouldn't have sounded that disgusted if she'd just heard that the students were using horse's bladders for water balloons.

"I just don't see the point in denying them their natural talents," Emma responded turning to face Jean knowing that the redhead would be utterly bewildered by her ambivalent attitude towards Xavier's mission to create a super awesome mutant citizenry that shone sunshine out of their asses and stood for truth, justice and the American way – even if most of the country wished that they would all just fuck off and die.

"It wouldn't be a level playing field. The students at the other schools …"

"Should get used to being the cheaper chicken," Emma interjected. "Life isn't a level playing field. People should use whatever talents they have in order to succeed. If the primitives fall behind it's hardly our problem. There's a reason it's called evolution."

"Yes," Jean began. "But Winston Churchill said that responsibility is the price of greatness. You're right the world isn't a level playing field, we have an advantage and it is up to us to use it responsibility. Without restraint power becomes tyranny. People with great abilities have done horrible things before and it would irresponsible to promote the selfish and unbridled use of our powers because it's easier."

Emma looked away for a moment and Jean allowed the silence to reign. They were talking about students but it also spoke to Emma. They both knew that the blonde had been rather unscrupulous in the use of her powers to aid her in her rise in the business world and that she didn't feel particularly bad about.

"I'm never going to be very popular around here," Emma began refilling her glass a long moment later though her eyes meeting Jean's almost challengingly. "Because I don't think I'll ever be able to completely agree with you. I know that lovely speech was partly directed at me, but you'll find I'm quite shameless about my more dodgy qualities. You'll just never be able to dissuade me from the notion that sometimes one needs to be rather ruthless in order to survive."

Jean was silent for a moment, memories coming back to her of an image she had seen in Emma's head of a teenaged version of the blonde woman manipulating the minds of the guards at the mental hospital she had been sent to when her powers first started to manifest. The place had been unbearable for Emma, and the knowledge that her family had left her to rot there and that it was up to her to save herself had been even more agonizing.

"I'm not saying you're wrong," Jean acknowledged holding Emma's gaze, "just that we shouldn't get comfortable with it. And that a high school soccer match is not one of those times," she finished softly smiling gently at Emma.

Emma nodded but didn't comment. She'd expected more of a fight from Jean, she really had. When she made comments like that around the other X-Men they usually pounced on her like they'd been trapped on a snow capped peak in the Andes. The others had a tendency to seize any opportunity to tell her what a horrible excuse for a human being she was because she didn't like them very much. And even though Jean had never treated her like the rest of them, she had been one of Xavier's first disciples and she had thought that if anything would get a rise out of Jean it would be attacking her father figures principles, but the redhead refused to be goaded. Once again Jean had actually listened to her and considered what she was saying instead of attacking her for holding a different opinion, and she found herself glad that they hadn't had a real argument. She'd had too entirely crappy a day and fighting with Jean hadn't really made her feel better so she was more than happy to let bygones be bygones and turn the conversation towards less potentially explosive topics.

"More wine?" Emma asked noticing Jean's glass getting low. "For fortification, you understand. I plan on asking what Jubilation did to get kicked out of class today and suspect that you might need it."

Jean groaned deeply and held out her glass.


Part 10

Three days later …

Jean winced as she watched the young man on the screen get hit in the face with a wrench, laughing a moment later at Bobby as he pointed at the screen and laughed so hard he had to hold his sides and began wheezing in pain. The scene itself had been mildly amusing, but Bobby himself was comedy gold. Seeing the expression on Rogue and Kitty's faces as they stared at their teammate they obvious felt the same way.

Jean glanced to the side just barely catching sight of a figure in white out of the corner of her eye.


~What?~ Jean could practically picture the blonde momentarily slumping at being caught before drawing herself back up to her full height defiantly.

~I saw you. Come in here~

~No~ She sounded positively ornery. Jean wished she could see her face. It had been hard for her at first to discern the blonde's moods by watching her, but she had gotten much better at it over the past couple of weeks. To be sure Emma still had more than a few inscrutable looks but in general Jean found her to actually be almost expressive now that she had recognized the little signs to look for.


~Because I hate you all~

Jean finally laughed at that momentarily drawing the attention of the others in the room over to her. Clearing her throat, Jean waved away their questioning glances, smiling to show them that it was nothing to be concerned about.

~There's popcorn~ Jean said turning her attention back to Emma. Silence met her attempt at enticement. ~Licorice?~ Still nothing. ~Spandex and giant balls~ Jean smiled when she heard Emma sigh at her in her head. ~Oh come on, I promise to keep you entertained~

~You're not going to quit jabbering at me until I sit down are you?~ Emma huffed. Jean smiled upon hearing the tone. She knew she had won. Emma had a particular tone she used when she was reluctantly giving into things and she had just heard her.



A moment later Jean spotted Emma's figure emerge in the living room once more. The blonde stopped and looked around at the assembled X-Men and sighed deeply before moving over to the couch and dropping down next to Jean like a sack of very graceful, very depressed potatoes.

Jean just smirked.

Jean absentmindedly toyed with the rings on her left hand as her eyes were directed towards the screen. She had only been able to pay the smallest of attention to what was happening on screen because Emma had seen fit to take up a mental commentary a few minutes after she had come into the room. She didn't mind though, she found Emma's remarks to be quite funny and was enjoying the telepathic contact. It was kind of fun to have someone hanging out in her head for so long without having to worry about them trying to do something in there, or having them worry about what she was going to try to do to them. Such sustained mental contact required a level of trust most non-telepaths didn't have, and a level of closeness that she didn't have with most telepaths.

"Screw Bernice, goddman you Jean!" Emma moaned out loud dropping her head into her hand. She still couldn't believe she was sitting there watching a movie about dodge ball. Oh she knew that she could get up, insult their collective intelligences for subjecting themselves to this drivel and walk away, but she also knew she wouldn't do that because of Jean. She knew that the redhead had been neglecting her other friends over the past few weeks to spend time with her and that she had consequently spent quite a bit of time over the past few days dividing up her time among them to make up for it, before organizing a group movie night. Shopping with Ororo, chess with Warren, god knew what with Kitty and Rogue, analyzing whatever in the lab with Hank. It had left Emma quite bored for a few days and the truth was she would sit through the stupid movie if it meant she could spend some time with redhead. Because, though she didn't really like admitting it – even to herself – she had missed Jean's company.

"You are so crotchety sometimes Frost," Jean responded smiling brightly, not the least bit daunted by Emma's belly aching. She knew that Emma would never admit to actually finding something like "Dodgeball" entertaining, because she had a reputation of not liking anything ever to maintain, but the blonde had to have been paying quite a bit of attention to keep up her detailed commentary. "You're like one of those old men that yell at kids when they step on their lawn."

Emma rolled her head back so that she was looking at the ceiling and released a long suffering sigh. "Go ahead, make your jokes, Mr. Jokey... Joke-maker," she eventually muttered, quoting from the film before lazily reaching up and briefly making an 'L' shape on her forehead with her fingers.

"'L' for love. Good times," Jean responded smiling as Emma rolled her eyes.

~Leave me alone~ Emma sent to Jean in response.

~So cranky. Do you want a hug?~ Jean turned to look at Emma as she awaited her response.

~I want you to die~ Emma sent back though she was smirking indulgently as she met Jean's eyes. The redhead had shifted closer to her, probably unconsciously, but there was no way in hell she was going to take Jean up on that offer a room full of nosy X-Men, not even as part of a joke. If they had been alone she probably would have, just to bug Jean, but they weren't alone. Besides wasn't like she really wanted a hug or anything.

~Been there, done that. All I got was a lousy t-shirt~

"Original," Emma mumbled out loud a second later clearly not meaning it before she reached over towards Jean to grab the pack of Twizzler's the redhead had nestled in her lap. She didn't usually eat candy, she never had even as a child, but she needed something to distract her from the horror of X-Men after-hours bonding rituals.

Jean slapped her hand away.

"You said you didn't want any," Jean replied, slapping at Emma's hand once more as the blonde reached for her again, finally twisting away from Emma using her body to shield the candy as the blonde began to grab at her.

If she'd been paying more attention to the room instead of focusing entirely on evading Emma's roaming hands she'd have realized that their little discussion, and consequent adolescent grappling match had more viewers than the movie did, but she wasn't paying more attention and she didn't notice.

"Trust me Jean, you don't want to play it this way," Emma responded in a deathly serious voice her hands loosely resting on the redheads waist. Jean turned her head over her shoulder so that she could see the blonde's face, and while her features were calm and composed, her eyes were twinkling which made her threat not really threatening at all. "I will end you," the blonde went on. "Make things easy on yourselves and give me the bag of candy sticks."

Jean considered the request for a moment, and then a look of defiance crossed her face. Emma smirked. A moment later Jean's eyes widened and her hand flew to her face to cover her eyes even though the image that was assaulting her was inside of her head. The Twizzler's fell into her lap and Emma grabbed them easily.

"That," Jean said a moment later having recovered from the barrage of images Emma had just projected into her head, "was obscene." She looked completely scandalized. "Completely unacceptable," Jean continued though a small smile was beginning to appear on her lips.

Emma just looked at her before taking a Twizzler out of the pack and placing the tip of it in her mouth, staring at Jean all the while, her eyebrow arching challengingly.

~You know you loved every second ~ Emma winked to punctuate the statement as Jean received the message.

Jean crossed her arms and hunkered back down into the couch turning away from Emma, but not before the blonde saw the smile on her face.

Ororo watched as Emma leaned closer to Jean, placing her hand on her shoulder before whispering something in her ear. They were telepaths, there was absolutely no reason for them to get that close. They could have spoken mentally as they had been doing at various times during the movie. However, she could see that Jean didn't seem to mind the blonde's familiarity as she looked over at Emma and smiled before shaking her head and muttering a response to whatever it was Emma had said to her.

She looked over to her side to see that Warren and Hank were also covertly watching the two women's behavior, just as pretty much everyone else had been at numerous points during the movie. She sighed and turned to look at the screen as the credits began to roll wondering if Jean had any idea what dangerous ground she threading on.

"See that was fun," Jean said stretching her back out slightly as the credits started to roll.

"I'm not sure exactly what definition of the word fun you're using, but it's one I've never become acquainted with and would rather not bump into again," Emma replied forcing herself not look at Jean as the woman continued to rotate her torso. She was not above checking Jean out, in fact she quite enjoyed doing that, but she'd be damned if she'd do it in a room full of people that hated her guts and had been studying them like little mice in maze for the past couple of minutes. She was fairly certain that Jean was unaware of the scrutiny but she didn't miss it, and had actually been playing up to it. Getting caught ogling the redhead wouldn't have been as amusing as flirting with her in front of them had been however.

"I think I saw a tear at the end," Jean teased and saw Emma's lips thin as Bobby laughed at her comment.

"Don't fool yourself into thinking I was feeling an emotion," Emma replied haughtily. "I simply got a whiff of Popsicle Pete's cologne and my olfactory senses cried out in protest," she continued turning to stare so coldly at Bobby it could be mistaken for his very own work.

"Hey! What'd I do?" Bobby replied affronted and rather freaked out by the evil eye Emma was giving him. She was not a woman that he wanted to piss off, especially now that she was practically invulnerable.

"I didn't smell anything," Jean responded ignoring Bobby.

"That's because you're sitting next to me, dear," Emma responded easily. "My naturally pleasant fragrance was shielding you from the horror of Bobby's man perfume."

"Cologne," Bobby exclaimed not liking that description at all.

"Oh, I know that's what it aspires to be. But it would as egregious of me to refer to that," Emma said waving her hand as if to indicate Bobby's general smell, "as cologne as it would be to call Snoopy's Last Supper a work of art."

Emma glanced over at Jean just in time to see the amused grin that fluttered over her lips at the comment.

"Why can't you insult me like a normal person?" Bobby asked standing up glaring down at Emma. The blonde was absolutely infuriating! She was belittling, and bitchy, and condescending, a skanky pervert from what he'd heard of her days at the Hellfire club, and completely lacking any discernable ethics or morality. He had been waiting for Jean to go all Dark Phoenix on ass, however as he observed more and more of their interactions it seemed to him as if Jean would be more likely to kiss her ass and that bugged him even more. Jean should have been smart enough not to buy what the blonde was selling even if she was emotionally vulnerable at the moment because Scott was a jerk.

"Calm down, Bobby," Jean said standing up as well moving between Bobby and Emma who was still comfortably seated on the couch. She had actually been surprised by how long all of them were able to remain in a room together before Emma provoked someone to threaten her with bodily harm. She was willing to call this somewhat of a breakthrough and retreat while they were ahead. "Emma's just forgotten her house manners."

"House manners?" Emma questioned cantankerously as Jean made her sound like a naughty golden retriever that had gone number one on the new Persian rug.

~Come on Emma~

Emma glared at her for a long moment, making sure Jean realized that she didn't at all care to be commanded and spoken to like an incorrigible seven year old. However, since she really didn't want to spend any more time with the occupants of the, once she was reasonably certain Jean gotten the message she crabbily replied ~You owe me for this~

~Night cap?~ Jean asked smiling holding her hand out to help Emma up. Offering to imbibe together seemed to be a great motivator with the blonde. ~I know this absolute lush that practically has a fully stocked bar in her room~

~Your friend sounds absolutely delightful~ Emma sent back smirking, reluctantly releasing Jean's hand when she was upright.

Bobby turned to the side as Jean and Emma went oddly silent once more, obviously holding one of the private conversations they'd been having all night. Spotting his other team members he could tell that they were covertly watching Jean and Emma's interaction as well as they moved around the room cleaning up, their eyes turning to obviously follow the telepaths once they said their goodbyes and exited the room.

"Wow," Bobby exclaimed drawing out the word for dramatic effect. "This might be the first time this home has been wrecked and still left standing."

"Can it Bobby," Warren responded immediately, his tone clipped though he was still staring in the direction the women had gone.

"I'll shut up, but you were all thinking it too," Iceman replied turning to face the others. "If Papa bear stays away much longer, he might find Goldie Locks sleeping in his bed," he continued holding up his hands. Everybody always shot the messenger. "Don't hate me for calling a duck a duck."

Warren averted his eyes, Rogue and Kitty exchanged uncomfortable looks and Hank sighed.

"Well," Ororo said finally moving towards the door without waiting for a response, "I think that's goodnight."


Part 11

The next night …

Emma stroked the arch of Jean's foot with her hand feeling the redhead's body shudder. She tightened her grip on Jean's ankle to keep her in place as the redhead tried to jerk her leg away from Emma's teasing finger. 'Ticklish' Emma thought to herself.


But the blonde didn't sound sorry at all. She just bent her head back down and began to blow gently once more on Jean's toes, her eyes moving from the drying red paint on her toe nails to the delicate arch of her foot, up to an elegant ankle and the start of a tapered leg.

"Stop squirming, dear," Emma said reprovingly as Jean's foot twitched in her hands.

"It tickles," Jean replied watching Emma as she bent her head again to begin blowing on her toes once more.

"You're overly sensitive," Emma responded stroking Jean's instep again and feeling the woman shiver. "Case in point." She actually found Jean's sensitivity quite arousing. If her thumb and her breath were enough to make the other woman shudder she could only imagine what the use of her mouth and real touches would do to her. In fact she had imagined it quite a bit alone in her room at night.

"You just did that to bother me," Jean remarked leaning back against the pillows her back was propped on.

"Most likely I did," Emma agreed smiling slightly. "I'm completely incorrigible. I don't know how you stand my company."

"Well, free pedicures help," Jean said smiling down her body at the blonde as Emma lifted her head to regard her for a moment.

"In that case," Emma drawled lazily still watching her. "I'll do your nails next."

The blonde continued to study her for a few moments after that, so long in fact that Jean began to become self-conscious under the scrutiny as she wondered just what it was that Emma was staring at. Finally the blonde lowered her eyes however, and Jean relaxed as she saw the blonde lower her head once more.

"You're really quite lovely," Emma said as her gaze drifted back down to Jean's feet. "Even your feet are pretty." The comment was a bit obvious, far more so than anything she had said to Jean previously, but she felt confident now that the redhead wouldn't react negatively. Jean had started to initiate physical contact with her more and more after their day of shopping, and after their movie night with the other X-assholes Emma was comfortable characterizing their interactions as late as flirting. By the end of the movie she had practically been sitting in Jean's lap and the redhead had only moved closer to her. There was an attraction there and now that she was certain Jean felt it as well there was no reason to delay exploring it any longer.

Jean was surprised by the compliment but also pleased by it. Though she knew it was rather vain, it was nice to have someone say something like that. She used to get compliments on her looks quite a bit but since she had gotten married people had deemed it inappropriate to really comment. Scott was never really the type to remark on his feelings that way and that meant that it had been quite a while since Jean had been so obviously flattered.

She was about to thank Emma for the compliment when she felt a soft touch against the her foot and looked down to see Emma's lips pressed against her big toe, and then she was unable to do nothing but gasp in surprise.

Emma heard the soft vocalization but made no response to it other than to gently lower Jean's leg to the matress and then shift slightly so that her upper body was leaning over Jean's legs. The redhead was wearing an extremely short pair of shorts that showed off her shapely legs to great effect and Emma planned to make the most of it.

While Jean was still somewhat shocked by her earlier action, Emma bent down and pressed her lips against the soft skin on the inside of Jean's knee.

"You're quite soft as well. Like silk sheets warmed by the heat of a lovers body," Emma said pulling back to observe Jean, watching as her breasts heaved as she breathed in deeply. She really was quite breathtaking, really quite lovely indeed.

"Emma," Jean said. She had intended for her tone to be warning, cautioning Emma away from whatever game it was she was playing, but the word came out maddeningly shaky and somewhat breathy.

Her hand moved from where it had been lying on the bed towards Emma's face. She needed to encourage the blonde to give her some space, her body was responding to Emma's closeness, to the feeling of her breath against skin that was sensitive and damp from the press of the other woman's lips. She was finding it difficult to think, and speak apparently, but she needed to do both.

Emma leaned into Jean's hand when she felt it come to rest against her cheek. She realized that the redhead meant to motion her away, but she wanted none of that. She could feel desire churning through her as she gazed at Jean, her hands tingled where they lay against the other woman's skin. She had waited a long time for this contact, she had waited much, much longer to touch Jean than she had waited to touch anyone she desired since she was a teenager. She hadn't quite wanted to admit it but she'd wanted to touch Jean since her anniversary and now that she had touched her, whatever control she had called upon to keep her hands to herself over the past few weeks was deserting her.

Quickly, before Jean could pull herself together and tell her to stop, Emma surged up her body using her hands to prop herself up over Jean. She then flowed downwards, quickly but gracefully and pressed her lips against the X-Woman's, the first touch brief and soft before she immediately strengthened the contact pressing her lips firmly against Jean's.

Jean moaned slightly at the feel of Emma's lips against her own, her hands coming to the blonde's shoulders. She intended to push her away, however as Emma sucked on her bottom lip and lowered her body more so that Jean could feel the length of her along her own body, her hand drifted from Emma's shoulder to her neck cupping the back of it as her lips parted.

Emma wasted no time, immediately taking advantage of the opening Jean provided and deepened the kiss. She pressed her body against Jean's rubbing against her as she felt the redhead's hand grip her neck and pressed forward kissing her forcefully, her passion rising as Jean's tongue began to play with her own.

Emma shifted as she continued to kiss Jean, maneuvering her lower half so that she was able to get one of her thighs between Jean's legs. Then as she continued to plunder the redhead's mouth, Jean's fingers tangling in her hair and massaging her scalp in the most delicious way, as Emma wiggled her thigh spreading Jean's legs apart until she could rest her entire body between them.

Jean's exposed skin was warm and soft against her and Emma moaned softly at the contact before wrenching her lips away from Jean's and moving her head down to kiss the redhead's neck, barely resisting the urge to thrust her hips into the body beneath her.

"Want you," Emma mumbled against Jean's neck as she kissed her flushed heated skin. "Let me have you," she punctuated the soft utterance by licking the underside of Jean's chin before moving back to her mouth, claiming it with her own once more.

Jean groaned and grasped at Emma. She felt herself tighten as the blonde spoke, and as her mouth struggled for dominance with Emma's she could feel herself flush and grow slick. The sensation, knowing that she had grown wet seemed to ramp up her response and she moaned again before she grasped the back of Emma's head forcefully and rolled them over, never losing contact with the blonde's mouth.

Emma arched into Jean's body allowing the redhead to take control momentarily. Jean's hands had been occupied so she hadn't bothered to brace herself over Emma's body which meant the blonde had Jean's body fully resting against her, the warmth and weight of her body covering almost every inch of her. It was intoxicating and her own hands moved to Jean's thighs, running over the smooth skin before moving up to cup her ass.

Jean moaned as she felt Emma's hands roam over her ass before the blonde began to knead her bum cheeks, squeezing and caressing the firm globes. Her arousal flared and she tore her lips away from Emma's moving to kiss along her jaw, her teeth scraping against and nipping at the soft skin underneath. She felt feverish, almost intoxicated. She couldn't decide where to put her mouth and hands. She wanted to be touching the blonde everywhere, she needed it. She couldn't be sure but she thought that she was shaking.

Emma lifted her back off of the bed as she felt Jean begin to tug her tank top off, lifting her arms a moment later to allow the redhead to pull the flimsy white garment off of her body. She rested her hands behind her to support her weight, sitting up now as Jean straddled her lap. Her breasts heaved and she arched her back slightly presenting them to Jean's concentrated gaze.

Jean licked her lips as she stared at the pale flesh she had just revealed. Emma wasn't wearing a bra. Somewhere in her brain she realized that she had already known that, that she had noticed the uncontained swell of the other woman's breasts when she had shown up at her door, but she hadn't been prepared for the awe inspiring sight of Emma's glorious naked bosom.

She leaned forward kissing the blonde again, the force of her kiss making Emma lay back on the bed once more.

She stayed at the blonde's mouth for a long moment, her hands roaming up and down the woman's naked sides before finally she began to kiss her way down Emma's neck towards her chest.

Emma's eyes fluttered shut as she felt Jean's lips wrap around her nipple, her hips rising into the redhead's body as Jean began to suck. Emma forced her eyes open and looked down her body. She wanted to see what Jean was doing.

~So good, so beautiful~

Emma felt a painful ache in her sex at the mental whisper. She was certain Jean didn't even realize she was projecting which aroused her even more. Her hand moved to the back of Jean's head, encouraging the redhead to continue. Not that Jean seemed to need any encouragement as she captured Emma's nipple between her teeth, biting down on the hard nub before smoothing her tongue over it and sucking once again.

Emma buried her fingers in Jean's hair as the woman continued to worship her breast, her face pressed into the soft flesh as she sucked at her. The concentrated intensity of the redhead's mouth made it feel as if Jean was milking her; only instead of a baby taking food the redhead was feeding her desire with every lick, nip and oral caress.

Jean brought a hand up to cover the breast she wasn't currently feasting on, her mouth still working Emma's other breast desperately. She was convinced that she could spend the rest of her life right where she was kissing Emma's glorious breasts until the end of time. It felt good, it felt so good to be that close to Emma, to be pressed against her and feel the blonde's magnificent body move against her own, the warm, soft press of Emma's skin, her skin and soft exhalations driving Jean wild.

Jean's eyes tracked to the side, watching her hand as she fondled Emma's breast, her fingers pinching and then rolling the blonde's hard nipple. She began to kiss her way across Emma's chest to replace her hand with her mouth when she caught sight of something out of the corner of her eye. Focusing she realized that it was the edge of the picture frame on the nightstand, and tilting her head slightly to the side Jean was able to see the entire picture. It was her and Scott, standing side by side his arm around her shoulder as she looked up at him grinning as he looked into the camera with a goofy smile on his face.

Jean froze.

Emma stared at Jean wondering where the panicked expression that suddenly crossed her face came from. She noticed Jean looking to the side and turned her head to follow the redhead's gaze, her eyes landing on the photograph a moment later. Emma closed her eyes and fought the urge to sigh audibly though she couldn't help doing it in her head. 'Oh for the love of God,' she thought before reaching out to touch Jean's face lightly, drawing her eyes away from the accursed picture. She knew she should have told Jean to come to her room.

~It's okay. Keep going~ she looked into Jean's eyes as the redhead blinked at her. If she'd had any doubts that Jean wanted her, the other woman's response to her had erased them from her mind. Truthfully she'd thought that she'd need to coax Jean along a little more, but the redhead's passionate reaction had far surpassed her expectations.

"I can't," Jean responded remaining where she was for a second longer before pulling back, lifting her head out of Emma's hand and shifting her body off of Emma's.

Emma allowed her hand to fall to her side as she watched Jean retreat from her. She couldn't help the sigh that escaped as the redhead sat up. She shuddered slightly, her body was still thrumming with the after effects of the redhead's touch.

Jean stared at Emma for a long moment after she pulled back. The blonde had made no move to cover herself leaving her flushed skin to Jean's, she had to admit, hungry gaze. Jean forced herself to look away from the enticing display in front of her, turning her head to look over the side of the bed. Emma was attractive and she could not deny that she was strongly, very strongly attracted to her, but she couldn't … and she needed to remove the temptation because her will power had shown itself to be severely lacking.

Jean twisted slightly and reached over the edge of the bed to the ground coming up a second later with Emma's tank top in her hand.

~I'm sorry~ Jean sent holding out the top to Emma who was still in the same position on the bed staring at her. Her eyes began to track down to the blonde's breasts and her swollen nipples. She averted her eyes once again. ~I'm so sorry, I …~ she stopped and blinked as a wall suddenly slammed down in front of her. She realized that Emma had just blocked her from her mind, closing the small opening that had of late been left open for casual contact. "Just can't," she finished weakly out loud.

Emma watched her for a moment then grabbed her shirt and swung her legs over the bed, moving to stand with her back to Jean. Keeping her back to the redhead she began to fiddle with the shirt trying to untangle it but not doing a very good job of it. She couldn't really see the shirt, and as she felt a slight burning in her eyes she realized that she was on the verge of crying.

The sting of tears surprised and angered her and she straightened her back. She had been prepared for the possibility of rejection when she had first made her move on Jean, she had been prepared for rejection since she had first decided that she wanted the redhead and began to slowly and subtly court the redhead. But she had forgotten her concerns when Jean responded to her so intensely. Rejection had been the last thing on her mind as Jean's hands roamed her body and her mouth devoured her.

Emma thought she had her, and she had wanted her, badly. And not just in a lust filled a way. As the blonde finally managed to sort out her shirt and pulled it over her head she realized that she'd be content to just lay with Jean if the redhead wasn't able to do anything more at the moment. She wasn't a cuddler by any stretch of the imagination, in fact she usually couldn't wait to get away from her lovers after they had finished with the act itself, but she wouldn't have minded just laying with Jean. Sure she was still rather aroused and it might have been awkward at first, but she would have done it just to be near her. She liked being near her.

She debated whether or not she should suggest it to Jean, and then winced. She knew what the answer would be and still had enough dignity not to subject herself to that. She was, she realized with a certain amount of discomfort, already too emotionally involved with the redhead and that never led to anything good.

She brought her hand to her face and pinched the bridge of her nose, hoping that the action would suitably cover the quick wipe she gave to her eyes. 'Jesus,' she thought to herself, 'fuck' as she realized how much she had come to care for Jean if this was enough to make her so emotional.

Her shoulders slumped slightly. She truly hadn't expected to react so strongly. It was not a comfortable feeling for her.

Jean watched as Emma pinched the bridge of her nose, her shoulders sagging slightly, and moving somewhat on instinct crossed over until she was standing behind the blonde. If she had thought about it she would have realized that any attempt at comfort wouldn't be well received, but she had gotten so used to trying to console Emma over the past few months that the action was instinctual.

Emma tensed as she felt Jean's hand on her shoulder, remaining perfectly still for five seconds before suddenly twisting her body around so that she was facing the other woman. She stared at her for a moment, studying her guilty, shamed, longing and worried expression. Then even though she had no conscious thought of doing so, she surged forward quickly bringing her lips against Jean's once more, kissing her haphazardly, messy and imprecise … desperate.

She pulled back when she realized what she was doing and stepped around the immobile redhead taking a few steps toward the door with her back to Jean.

So much for not seeming desperate.

"I'm married."

The comment surprised Emma and she twitched slightly as the sound of Jean's voice assaulted her ears disturbing the quiet that had settled across the room minutes before.

"Yes, I'm aware," Emma replied crisply. She was glad to note that her voice was as haughty as ever, and briefly considered tagging on an insulting addition to her comment along of the lines of 'though it slipped my mind, and yours too apparently, as you sucked on my tits like they were hard candies'. She decided against it however, because for some reason the idea of deliberately hurting Jean's feeling didn't make her feel better. "I'm leaving."

And with that Emma began towards the door again.

"Emma," Jean said not sure why she had called the blonde's name since she had absolutely not idea what to say to her.

"Not really the time to chat," Emma responded dismissively, saving Jean from fumbling around for something to say as she reached for the door knob.

Emma paused in the open doorway a moment later turning back to look at Jean as if she were going to say something, but then a determined look settled across her features and she turned back around without saying a word and softly closed Jean's door behind her.

Jean closed her eyes tightly when she heard of click of the door and sat down on the edge of the bed dropping her head into her hands. She'd screwed up. She'd screwed up big.

She lifted her head from her hands and crawled up the bed feeling utterly and completely exhausted. Grasping her pillow tightly she buried her face in it and hoped that sleep would come soon. She'd deal with the mess she'd made in the morning. Trying to relax she inhaled deeply and sighed. The pillow smelt like Emma. The blonde's head had been resting on it and it now bore the scent of her shampoo. Jean glanced past the pillow to the picture on the nightstand that had caused such upheaval minutes before. She new she should get another pillow or change the sheets or do something to remove the evidence of Emma and what they had been doing from the room. But as she breathed in again, she just couldn't get it up to move. Oddly enough Emma's scent relaxed her and even though the blonde was gone and she knew she shouldn't feel what she was feeling, she didn't quite want to let Emma go completely.

Jean glanced at the picture again and then reached out and placed it face down on the night stand before rolling over onto her other side with the pillow and closed her eyes.


Part 12

Two days later…

Jean found her eyes drifting away from her salad once more to look outside of the cafeteria window. Emma was outside, her hair shining in the sunlight, her white outfit making her stand out from the other figures in the yard even more than her beauty did. She was slowly walking back and forth supervising a baseball game that was going on giving Jean an extended view of the woman's beautiful body in motion.

"Is everything alright?"

Jean blinked and ripped her eyes away from the lithe figure outside of the window turning to look at Ororo who was watching her keenly. Ororo had probably been talking to her.

"What do you mean?" Jean asked looking down and spearing some pieces of lettuce and cheese.

"You two were getting rather close," Ororo responded ignoring Jean's attempt at evasion. She was perfectly aware of who the redhead had been watching through the window and wasn't going to waste time pretending she didn't know that Emma Frost was on her friend's mind. "You can pretend you have no idea what I'm talking about, but clearly something happened," she continued when Jean simply glanced up her with wide eyes.

Jean stared at her white haired friend for a moment trying to decide what she should do. Ororo obviously knew something was up, so if they talked what she said probably wouldn't come as a huge surprise to her friend. However, Ororo was Scott's friend too and she didn't want to necessarily put her into a position where she had to keep secrets from him. Not that he was around for Ororo to be confronted by.

"Let's go for a walk," Jean said finally. Scott wasn't around, and she needed to talk. She knew that Ororo would keep her confidence and there wasn't a person besides the professor in the mansion whose opinion she respected more.

They walked in silence for a few moments along the winding driveway at the front of the mansion. Jean didn't want to be anywhere where there were prying ears, but she also didn't want to have Emma in sight, which meant they had to move to the front of the school.

"I'm attracted to her," Jean said finally, the words followed by a long punctuated sigh.

"I know," Ororo responded glancing over at Jean.

Jean closed her eyes and shook her head. "Is it really that obvious?" she asked not sure what she thought about that, and wondering who else might have noticed.

"To those that know you," Ororo replied diplomatically.

"Something happened a couple nights ago," Jean began deciding to worry about the bedroom eyes she had apparently been giving Emma at a later date. "I … she kissed me. I mean she kissed me, and I let her," she continued glancing over at Ororo watching her reaction to the revelation carefully. "Things got a little … heated after that," she continued looking away from Ororo to stare at the grounds around them.

"You slept with her?" Ororo asked trying to make sure she understood exactly what it was Jean was confessing to. Though she tried to keep the sound out of her voice, she was actually rather surprised that things had progressed that far. She had seen her friend's attraction to the blonde, and knew that Emma was actively flirting with Jean, but she hadn't really expected anything to come of it. She had assumed at most that Jean was flattered by the attention and that Emma was simply testing the waters to see how far Jean would let her take things before putting a stop to it.

"No," Jean replied quickly and vehemently. "But I wanted to," she admitted her voice softening with the admission. "And I very nearly did," she continued remembering the feel of Emma's skin against her own, the taste of her mouth, the feel of her thighs pressed against her and the warm weight of her body beneath her. She had definitely wanted to. "I only stopped because I saw of picture of Scott and was overcome with guilt," Jean continued suddenly seized by the desire to lay it all out on the table and confess the extent of her sin. "If I hadn't seen it," she continued shaking her head. "I feel guilty, I do. I'm ashamed of myself, to think that I almost … but I … I still…"

"Want her," Ororo supplied seeing where Jean was going and understanding why it was difficult for her to get the words out of her mouth.

"Yes," Jean admitted. "But it's not just that," which was what made it so difficult. "It's not just sexual. In a way I wish it was because that would make things so much easier. Sexual frustration I could take care of myself," she went on before pausing momentarily and blushing as she realized what she had just said. "But I like her Ro. I really like her. She's smart, and funny, and sweet in this really bizarre and cantankerous way, and I feel … I'm afraid that I'm …" she paused, running an agitated hand through her hair. "I don't know what to do. I've tried avoiding her but I can't stop thinking about her, and …" Jean stopped suddenly her gaze clouding over momentarily. She sighed not believing the timing. Professor X was in her head calling her, he needed to speak with her immediately.

"It's the professor," Jean said a moment later focusing on Ororo once more, not quite able to keep the irritation out of her voice. "I have to go."

Ororo nodded reaching out to squeeze Jean's shoulder reassuringly. "We'll talk later," the weather witch said releasing her hold. Jean nodded and started back to the building. Ororo watched her leave, a worried expression covering her face.

Part 13

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