A Hot taxi hookup

This is the Hook-up I am an Indian girl in USA, working, single. one day my friend called me and said she is in the same city as I am and we planned to meet. I need to go meet a friend, I can’t drive. So, I called for the Taxi. Taxi arrived and I told him I need to go to this restaurant showing him the address as I don’t know where it is. He looked at the address and said 30 minutes madam. “He is very handsome, lively and smiling – triggered something in me” I sat in the back seat, he started Driving. I Know he can see me from the mirror he is so hot that I can’t stop thinking about him. We have arrived at the place and he asked me, if I would need a ride back. I said yes- I would need a ride for sure. I am taking money out – he said ‘I will wait for you, we can settle that later’. I went inside the Restaurant but Can’t stop thinking about him. Met my friend, we are talking about our families and ex-Bf’s.but my eyes are looking for him, finally caught him smoking at his taxi. He is very tall I guess 6’2, well build body, wore shorts and a blue t-shirt – smoking hot as he smokes the cigarette. my friend ordered some food, we ate a bit and then I said I must go as I have something important to do as I saw my taxi driver is talking to 2 girls. she said “Ok, but we are expecting 2 more friends in a bit” I said ” sorry, but I have to hurry” I left some money on the table and rushed out. I got at the taxi and said, “hey I am ready to go while he talking to 2 young girls” I don’t know, what they talked about he looked at me and opened the car door for me to board in. I sat in the back seat while he got in and started driving, I am 5’4, Busty,152 lbs., black medium length hair, brown eyes, Tan Skin, Wore a red dress above my knees, tight fit and red wedge heels. I just can’t control my self so, I started rubbing my boobs on my dress and kissing on my cleavage – made sure he can see. I got one of my boob out and started to care it like rubbing it, holding tight, kissing on top and noticed he is getting hard as I can see he started sweating even though it’s cool inside. I put one leg on seat pushing my dress back, other to his seat on his pants rubbing his cock with my heels. looking in the mirror, sucking my 2 fingers I said, “stop the taxi – I want you” He got an exit and stopped it to the side of road, where it is so quiet as nothing goes in that way. I took my leg back and taking other boob out while asked him to ” Take your shirt off and come here” He is very quick – just slide his shirt off and standing in front of me like in seconds he got in back seat – looking at me playing with my boobs. ” do you like me?” asked him with a wink face he held my face and started to kiss me as he is kissing me more he is holding my hair my hands around his neck, creasing his head with no hair. then he got his hands-on dress and started to unzip it while hugging me tight he unzipped me and I removed my dress exposing my big boobs no bra and a red panty. he pushed me to the door and held my boobs tight with his 2 hands ” OMG! these are big, I always love busty girls” and started to kiss and suck my nipples, my hands-on seats back sticking to the car door. He is so good, sucking my nipples and biting them gently I am moaning in pleasure supporting myself for his pressure applied on me “aaaahhhhh- Yesss” He looked at me, “enjoying it sweetie”, while pinching my boobs “aaaaaaaaaa – yes”, looked at him. he then kissing me on lips while sliding his one hand on to my pussy sucking my lips and reaching for my tongue as he is rubbing on my panty. I then pushed him back a little and said ” remove your shorts and boxers” he got naked while I remove my panty and here we are both naked. I bended to his cock, held it with my hands kissing on the top, rubbing it. his hand on my back and one on front seat, he could reach my butt with his hand. started to lick his cock, while he is moaning ” yeahhh” then I took his dick head in my mouth and sucking it, he is so enjoying it, he grabbed my butt hard and as I took it off my mouth he slapped my butt I moaned ‘AAAHHHHH” I started to lick all his cock while holding his balls tried to suck it, it is so big that I can’t suck it all so, I took as much as I can inn my mouth as he grabbed my hair and pushed me on to it. Chocking and deep throught his cock while holding and slightly pressing on his balls he pulled me out and kissed me, told me ” Spit on it and lick baby – You are doing soo good” I spit on it and started to lick it all and his balls sucking his cock again, he now grabbed my hair pulled me up to kiss me and said, ” ride me sweetie” I sat on his cock, he held me and helping me while I ride him. he is pushing me up and down with his hands down my butt “aaaaaaaahhhhhhhhhhh” both enjoying it as he is pounding me hard “aaaahhhhh, yeahhhhh” “just like that” ” fuck Me, fuck me” he took his hands out to hold my boobs and suck them as I ride him. I am riding him slowly as he is sucking my boobs and I say,” eat them hotie” he bites on them little hard and I moaned loud ‘AAAAAAAAAAAAAAAAA” I pushed his head between my boobs hugging him tight he now put his hands down my butt and started to pound me hard, fast while I held his neck tight I am moaning in pleasure ‘AAAHHHHHHH, Yesssss- FUCK me” “Fuck me hard, give me what I deserve” “fucking fuck me hard” he pounded me hard and fast as I can feel his balls slapping my butt he then pulled his cock out and I rubbed it cock to get the cum on both of our naked bodies he shoots a load of cum that my boobs and his chest filled with his cum while my cream dripping down his cock. we both smiled at each other while he put 2 fingers in my pussy to get me cum out, as he fingers fucking my pussy – me cum dripping down his fingers. I moaned “AAAAHHHHHHHHHHHH, AAAAAAAAAAAAAAAAAA”. he said,” I loved it” I smiled and ” me too”. we rested for 5 minutes. Got dressed and he drove me home.
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Olivia Wilde: Make A Wish Upon A Star

This is a work of complete fiction. It just popped into my brain so I wrote it down and share it for free and make no money off of it. No one under legal age may read this, if you know what’s good for you. No one over legal age should read this for the same reason. All characters used in this story are a parody of any real or fictional person. I don’t know Olivia Wilde or have anything to do with her. Comments are always welcome and appreciated and you should feel free to share. Story Code: M/F, Teen, First Time Olivia Wilde: Make A Wish Upon A Star By Muhabba “Bullshit!” Kevin yelled out in defiance before breaking down into laughter. Doug blushed in embarrassment. “I just want it to be special. It’ll be my only Senior Prom and I want to go with someone meaningful,” he muttered meekly. “Bullshit,” Dennis sobbed through his tears of laughter. “It’s ‘cuz you already asked half the girls in class and got turned down.” Doug looked at his two friends through hazy, tear filled eyes. They’d all been friends since elementary school but, where as his friends had become handsome and cool through the years, he’d become dumpy and introverted. They’d been to two Senior Proms already, and even scored afterwards, while he had barely been able to talk to a girl much less been able to ask anyone on a date. He glared at his computer screen and came to a decision. Even though he knew she’d never reply, at least he could say that he didn’t have a prom date because he had been holding out for the best date possible. “Bullshit!’ he called out and jabbed the Enter key as hard as he could. Kevin and Dennis immediately stopped laughing and stared at Doug in wonder. “Bullshit you didn’t,” Kevin mocked. “Bullshit I did,” Doug replied as he crossed his arms and smiled smugly. “It’s Olivia Wilde or nobody.” Kevin and Dennis went back to laughing. —– “I can’t believe you lied to me, Jason!” Olivia yelled at her husband. Jason Sudeikis sighed in frustration. He had no idea how to handle this. It was true that he was an actor like his wife but where Olivia Wilde was a serious actor that he was sure would win an Oscar one day, he was a comedic actor. When anything happened you could count on him to crack a joke but whenever something happened with Olivia, drama. “It’s not that big a deal,” he said defensively. “Don’t try to play me off like it was no big deal! You lied to me, Jason!” Olivia shot back. Jason rubbed the bridge of his nose. “Everybody told me not to marry an actress,” he told himself, “but no, I didn’t listen. Funny, sweet, intelligent, sexy as hell, I just couldn’t resist despite the drama.” At first he had been too nervous to ask Olivia out but then she had actually tracked him down and asked him out and like any straight guy there was no way he’d say no to a date with Olivia Wilde. Besides being a great actress, she’d appeared in numerous magazine and films wearing little or no clothes and it had been weird not to go out on a date with a girl he had masturbated to furiously for years. “I didn’t lie,” he said in exasperation. “Bullshit!” Olivia shouted. The argument had started when she had woken up this morning, put on her robe and then found out what Jason had done. Now, two hours later she was still in her robe and the argument was still going on. “I’ve always been honest with you and you pay me back with nothing but lies!” she yelled. “Now that’s taking it a bit far,” Jason said, trying to make Olivia see reason. “Everybody’s got something they’ve held back. What about that stupid Tweet you got from the kid last week. You never told me about that.” Olivia threw up her arms as she yelled back, “I didn’t tell you about it because it was no big deal. Hell, it was one of the tamer ones I’ve ever gotten.” “See,” Jason said, “It was no big deal so you didn’t tell me.” “This is different,” Olivia growled. “I didn’t not tell you unlike you told me something and then lied about it instead of not telling me.” “OK, I’m not sure that was even a sentence,” Jason said. “I got to get to work, we’re filming in an hour. We’ll talk later, OK?” He leaned in for a kiss and Olivia huffed and walked past him. “That’s my girl. Love you,” he said as he opened the back door. “Or maybe you’re lying about that too!” Olivia shouted back an instant before Jason closed the door behind him. An hour later Olivia was still fuming at her husband’s lie. She was toying with the belt of her robe when a wicked idea came to her causing her to smirk evilly. Putting the coffee down that she hadn’t been able to enjoy because of Jason, she went to her computer and accessed her Twitter account. “I’ll show him what he gets for lying to me,” she chuckled. —– The next week Doug got out of the limo and tried to smooth out the wrinkles in his tux. He turned around and held his hand out to his prom date and Olivia took it as she got out of the limo she had rented for them and his friends. Olivia appeared to gracefully unfold from the back seat as she got out and posed for all of the students who were staring at her in shock and surprise. “I guess I choose the right dress,” she whispered to Doug as she gave him her arm. He looked so cute and nervous as he tried to adjust his tux and she tried not to laugh at him as his hands fluttered and his eyes looked her over. She had decided to wear a simple, spaghetti strap green silk gown that hugged her like a second skin and clearly showed that she wasn’t wearing a bra. The top of the dress was cut nearly indecently low to show off her chest and cut up her thigh nearly indecently high to show off her leg. And if someone happened to be watching at just the right time the split up her dress made it obvious she wasn’t wearing underwear. Once inside the gymnasium Doug turned nervously to Olivia, his eyes once again crawling over her barely concealed body. Her hair flowed down around her beautiful face and he once again found his voice catching in his throat whenever he looked at her. It was so odd to meet somebody that you had masturbates to enough to leave cramps in your hand. “Do ya… you, do you what… Do you want something to, ah… to drink?” he stammered. Olivia pulled the teenage, nervous, fidgety, and awkward boy towards her, pressing her slender body against his. “I’d rather dance,” she said with a wicked smirk as she pressed her small chest against him making sure he could feel her hard nipples. Olivia nearly yanked him off his feet as she pulled Doug onto the dance floor, everybody in his class watching them. He had no idea how to dance and just barely swayed on his feet as his stunning date rocked against him. Her hands seemed to travel everywhere at once, sliding over his awkward body while she moved like poetry. Her hips and chest occasionally touched him with an electric jolt as he watched her move, her face serious as she danced against and around him but mostly against him, never missing a chance rub against him. Song after song played and Olivia made sure she and her date, whose name escaped her at the moment, danced for all of them. Her flawless skin glowed in the lights as she put more of a sway into her hips to show off her ass and a shake in her chest to show off her bra-less breasts, her dress always seeming on the verge of showing more than it did. The dumpy high school student had sweat dripping off of his forehead but he didn’t once ask to sit down, all the decisions on what they would do would be her’s and that was all she wanted for the night. She looked around and just as she thought, all eyes were on her and her date, jealous, envious eyes, eyes wishing they were with her instead of with their own dates, A slow song started and Olivia wrapped her arms around her date’s neck and held herself close to him, their bodies pressed tightly together. “Are you having fun?” she whispered into his ear. “Uh huh,” was all Doug could say without risk of a heart attack. Olivia licked the boy’s earlobe before whispering into his ear again as she rubbed against him like a cat. The lights were low and intimate and she took advantage of it. “Then why don’t you wrap your arms around me and hold me closer, this is supposed to be a romantic song.” Doug wrapped his arms around Olivia’s back and she put her head down on his shoulder. “Lower,” Olivia whispered in a low, husky voice as she nuzzled against his neck. Even though the fast song was over, Doug’s heart was pounding in his chest as he lowered his arms a couple of inches. “Lower,” Olivia moaned as she began nibbling the boy’s neck. “What is going on?” Doug wondered as he lowered his arms another couple of inches. “Lower,” Olivia cooed as she forced the boy’s hands down until his hands we’re resting just above the swell of her tight ass. She pressed herself more tightly against him in the middle of the dark gym, surrounded by students and his classmates, her small chest pressed against his so he could feel her hard nipples beneath her flimsy dress and her groin pressed to his so that she could feel the erection in his pants. “That’s all mine,” she thought devilishly as she began rubbing up against the horny high school senior. It wasn’t that he was hung like a porn star or anything, by the size of the lump he would probably be about average, but his erection and the rest of him totally belonged to her. “What Is going on?” Doug thought, on the verge of laughter or tears, he couldn’t decide. Olivia was rubbing her hot, slender body against his and he could feel every inch of her. Her small tits were rubbing up and down his chest, her hard nipples scrapping across his shirt as she kissed, chewed and nibbled his neck. “Seriously, what is going on?” he wondered in a panic as the sexy star practically humped him in the middle of his school. He wasn’t sure but he pretty much was positive that she wasn’t wearing any underwear so that meant his cock was pressed up against her… “Gah…” Doug grunted as he filled his underwear with cum. Olivia giggled as she felt the front of him become wet. “Gotta remember to ask him his name later,” she thought as she looked between their meshed bodies. “Was that for me?” she asked as innocently as possible. “Um… ah… um… sorry…” Doug mumbled unsure if he should step away or not, afraid of showing everybody the wet spot on the front of his pants. Olivia chewed her bottom lip before pressing her willowy body tighter to the boy’s. “I’m flattered,” she whispered breathlessly as she began grinding and rubbing her barely concealed body against the high school student again. “I… I… I don’t… What’s going on?” Doug pleaded, unsure if he was about to cry in confusion or not. All he could do was stand there with his arms at his side as Olivia rubbed against him, his brain feeling as if it was on the verge of simply shutting off. “You just came in your pants over me,” Olivia giggled as she playfully chewed her date’s ear. “This isn’t the first time I’ve made you cum, is it?” “I… I… I… No,” Doug admitted with a sigh if defeat as Olivia continued rubbing up against him. “Do you jack-off to me a lot?” Olivia asked, enjoying teasing the boy. “Yes,” Doug muttered. Olivia pulled herself away from the high schooler and grabbed his hand. “Good. You should. Lets get you cleaned up,” she said brightly as she dragged him off the dance floor. She made sure to pull him past his friends who just stared at them in open mouth shock. If they had seen this happening with anyone other than her they would have thought that their friend was about to get laid but she was Olivia Wilde, famous actress, there was no way their friend was going to score. She smirked knowingly at them before the doors closed behind her, her date’s friends gasped in shock. With one look she had made them unsure what was going to happen between her and their friend and she enjoyed teasing them almost as much as she enjoyed teasing her date. “Where… where are we going,” Doug asked like a confused puppy. “I told you,” Olivia said as they reached the limo and she began nearly forcing her date to get in, “…to get cleaned up.” She closed the door behind them and the driver immediately took off. She snuggled up tightly against the high school student and he just stared back at her blankly. “I know I’m your date and I just made you cum and everything so I’m kinda embarrassed but, I kinda forgot your name,” she giggled. “Well that just tops the night off,” Doug sighed as he rolled his eyes in defeat. He knew there must have been an angle some where in all this surrealism. “It’s Doug.” Olivia cupped Doug’s cheek and used it to draw his face over where she could look into his eyes. “Doug, you need to stop looking so dejected. Yes, I forgot your name. Yes, as you probably guessed I have a ulterior motive to being your date tonight. And yes, I made a mess in your pants but look at it this way, you had the hottest date at your prom even though we were only there for about fifteen minutes. Also, your gonna score tonight.” Doug suddenly choked on his own spit. “Wha…” Olivia pulled away from Doug and pulled out her small purse and began checking her make-up. “You’re about to get laid, Doug. I don’t do anything half-assed. I signed on for the full prom experience and you’re gonna get the full prom experience so stop looking so crestfallen. Oh, I think we’re here,” Olivia said nonchalantly as she clicked her compact shut and the limo pulled to a stop. “I have no idea what’s going on,” Doug mumbled. “Prom,” Olivia said simply before once again cupping Doug’s face and then kissing him deeply. She slid her tongue past his lips and caressed his tongue, thoroughly exploring the insides of his mouth before breaking away and smirking at him. “Next time a girl kisses you, you might wanna kiss her back,” she said with a giggle. Doug didn’t answer, Doug didn’t breath. Doug didn’t move. Doug didn’t blink. Doug just sat like a wide-eyed statue, completely shocked to have just been tongue kissed by Olivia Wilde. Olivia laughed at the look on the kid’s face, “Ha! You should see yourself,” she said as the driver opened the door and she grabbed Doug by his hand. “Let’s go fuck,” she said matter of factly as she struggled to pull her stunned date out of the limo. The world was a blur as Doug was led by Olivia through the hotel, all that he could see clearly was her dragging him by the wrist to the elevator. She wrapped his arm around her slender waist and began nuzzling his neck again until the elevator chimed to a stop and she led him out. When they reached the room she slid her card through the reader and the door opened, snapping him out of his daze. Slightly. “Aren’t I supposed to carry you over the threshold?” Olivia looked up at Doug with confusion on her face before smiling. “That’s what you do on a honeymoon, sweetie,” she giggled as she swung the door open and stepped through. She looked back over her shoulder at him from over her shoulder and saw him staring up and down at the door frame. “It’s not booby-trapped, I promise,” she said as she turned around and winked at him. “And speaking of boobies,” she giggled as she reached up and slowly pulled the straps of her gown down off of her shoulders. Doug could feel his erection roar to life. Olivia was framed perfectly in the doorway, her shoulders bare so that it appeared that her small, firm breasts and hard nipples were the only things keeping her gown up. He couldn’t move. Olivia looked at Doug in complete disbelief. “Doug, I’ve never had to work this hard to get laid since elementary school,” she said with a note of frustration, “So what’s up?” Doug couldn’t speak. Olivia stared up and down at her reluctant date slowly before her eyes opened wide. “Doug, are you a virgin?” Doug couldn’t look at Olivia. Olivia walked slowly over to Doug, swinging her hips enticingly before standing regally in front of him. She raised his chin up with a finger and looked deep into his eyes as she smiled warmly. “Doug, honey, are you a virgin?” After a moment Doug nodded his head curtly. Olivia’s eyes opened wider and her pussy gushed in excitement. “Then this is a first for both of us, Doug. I’ve never had a virgin before,” she said breathlessly before grabbing him by his tie and eagerly yanking him into the dark room. Flicking the lights on she shoved him towards the bed and licked her lips hungrily. He stumbled, almost falling in the bed before regaining his feet and looking back at her. He had a slight look of fear in his eyes at her forceful behavior and that just turned her on more. “Are… Are you… you o.k., ma’am?” he shuddered, his fear doing nothing to diminish his throbbing erection. Olivia’s laughed with delight as she posed herself for her virgin. “I am going to have such fun with you,” she said in a hungry growl as she stalked towards him, barely an arms reach from his trembling body. “I want you to take my gown off, Doug,” she ordered. “I, ah… I, ah… I, ah…” Doug mumbled, his eyes locked onto Olivia’s heaving chest. Reaching out Olivia grabbed Doug’s wrists and yanked his hands up to her small breasts. She released his wrists and his hands just stayed on her chest, trembling and she was pretty sure she could feel his palms sweating through the thin material of her gown. She rolled her eyes and put her fists on her hips and stared at him in frustration. “Doug, this is starting to feel like a rape. Do you wanna fuck me?” she asked flatly. Doug nodded his head dumbly. “I’m gonna have to hear a ‘yes’ or a ‘no’ at this point, Doug,” Olivia said sternly. “Now, do you Doug… um, Doug whose-last-name-I-don’t-remember, want to fuck me?” “Yea… Yes. Yes, ma’am,” Doug mumbled. Olivia smiled sweetly at the young man. “Good. You, Doug whose-last-name-I-can’t-remember, want to fuck me, Olivia Wilde. Verbal contract now entered into the record so get my gown off.” “Dennis,” Doug said as he lightly squeezed Olivia’s small, firm breasts. “What?” Olivia asked, staring at him like he had just drooled. “My… My last name. It’s Dennis,” Doug said as he squeezed and moved Olivia’s tits around in circles. Olivia smiled at Doug’s behavior as he became bolder handling her breasts. He wasn’t handling them in any sort of useful way but at least he was trying now and she didn’t want to break his slowly growing confidence. “It doesn’t really matter at this point,” she said warmly as she gave him a peck on his forehead, “Now get this God damn gown off me so I can fuck you.” Doug smiled in dumb embarrassment as a blush crept across his cheeks as he realized how stupid he was being. One of the hottest women on the planet was practically begging him to get her naked and he was just numbly rolling her tits around on her chest. He slid his still trembling hands up to her shoulders and hooked his thumbs through the flimsy green straps. He slowly pulled the flimsy material off her shoulders and down her arms until gravity took over and her gown fluttered to the floor. Olivia couldn’t help but laugh at the dumbstruck look on Doug’s face as he finally got to see her naked body in the flesh. His eyes darted like they were watching a tennis match between her small, firm tits and her bald glistening pussy. The tent in his pants looked hard enough to be painful but he didn’t move to touch her. He didn’t move at all period. She wasn’t even sure he was breathing. She giggled girlishly before grabbing his wrists again and bringing his hands up to her naked chest. “Touch them. They won’t break,” she whispered. Doug’s hands moved on their own, softly squeezing and caressing Olivia Wilde’s exposed breasts. No, they weren’t just exposed, they were meant to be out in the open for everybody to appreciate. Her nipples were hard and he gently rolled his thumbs across them causing her to gasp slightly which caused a shiver to run through his body. He licked his dry lips and looked expectantly up at her beautify face as she smiled warmly at him. “See, no breakage,” Olivia said and Doug just nodded dumbly at her. “Now what say we start on you,” she said and, without waiting for an answer, began unbuttoning his shirt. He didn’t have what one would call a Hollywood physic, just kinda dumpy and soft but she didn’t pay any mind as she pulled his shirt off his shoulders. His shirt hung on his arms since he apparently was going to refuse to release her breasts which caused her to hide a snort of laughter. Not pressing the issue she began unbuckling his pants and squeaked in surprise as his erection nearly exploded out of the front of his slacks. Olivia appraised the tent poking through Doug’s tighty-whities: not huge by any means but not all that small either. “Like Goldilocks said, just right,” she whispered before kissing him on the forehead which was kind of awkward when he didn’t bend his arms. Being completely naked with the boys hands on her tits, a thought suddenly occurred to her. “You’re eighteen, right?” “Ye… yes, ma… yes, ma’am,” Doug stuttered. “Whew, that’s good. Thought I was committing a felony their for a second,” Olivia said with relief. She grabbed his wrists and began pushing him backwards towards the bed and then down until he was sitting on the edge, his hands still on her tits. She had to use some strength to pull his hands away and stood there looking down at his bulge as she held his arms out. “That looks painful. We should do something about it.” Doug’s eyes fluttered and his vision dimmed as naked Olivia Wilde dropped to her knees between his legs. Before he could stop her, and why did he think he would need to stop her?, she yanked down his underwear and exposed his hard, sticky cock. He chocked on his tongue as she grabbed the base of his prick and flexed her fist as she wiggled her fingers around him his girth. “Trust me, you’re going to enjoy this,” Olivia said with a wink before opening her mouth and sucking in the first few inches of Doug’s prick. She could taste his spilled cum on him and could tell by the way he was throbbing in her mouth that he wouldn’t last long. She braced herself with her hands on his hips as she sucked him completely into her warm, wet mouth, massaging him with her tongue as he groaned above her. She pulled her head back, leaving just the tip of his cock in her mouth, circling his tip with her pink tongue before sucking him back in completely. Repeating herself twice more, Doug exploded in Olivia’s mouth and she expertly swallowed every thick drop. She sucked hard on his shaft as she pulled her head back until he popped out of her mouth. Smiling wickedly up at him she opened her mouth to show him the last of his creamy load before making an exaggerated swallowing motion and then showing him her empty mouth. “How was that?” she asked with a knowing smirk as he stared down at her with reverence. Doug’s cock softened slightly so Olivia wrapped her talented fingers around it and began tugging on it softly. “Lay down,” she said and waited for him to lean down on the bed but, of course, he just sat there like a deer staring into headlights, Once again she thought about how difficult the high school student was making it to get laid so she just shrugged her shoulders and roughly pushed him back onto the bed. Olivia stood up and stared down at Doug staring up at her. “Have you had an aneurysm, Doug?” she asked with her hands on her hips. When he shook his head dumbly she just shrugged her shoulders and said, “Good enough,” as she began climbing up on the bed. “Since you seem a bit overcome I’m gonna make this even easier on you,” she said as she stood up on her knees beside him, “Tongue.” The befuddled teenager slowly stuck his tongue out and Olivia straddled his face. “Lick,” she ordered simply as she lowered her pussy down on his face. Olivia braced her hands against the wall as she rolled her hips against Doug’s face and tongue. She didn’t expect much from the young man and wasn’t disappointed but she was going to get off at least once tonight and she was going to use the high school student to do it. Her clit rubbed against his lips, tongue, and nose as she rode his face, his tongue splitting her pussy-lips and sliding against her wet hole. Even doing most of the work she was feeling her orgasm starting to rise up, nor from any real sexual friction, that was nearly nonexistent, it was the power she held over the schoolboy. As far as he was concerned she was the end-all and be-all of sex, his wildest sexual fantasy come true and it did things to her that no other aphrodisiac could ever do. As Olivia’s warm juices began to slide down his throat Doug realized what was happening. “I’m tongueing Olivia Wilde!” he screamed with joy inside his mind before his mind replied, “You’re not doing anything. You’re just laying there like some kind of asshole while she masturbates with your tongue, diskless.” It was true, he was being a dickless asshole. She had done far more than just throw herself at him and he had acted like a complete pussy. If he was being any more of a pussy he’d a chick and if he was a chick then Olivia was the butch wearing a strap-on. Realizing he was living a dream that he would never ever, ever get a chance to repeat, Doug raised his hands from his side and placed them on Olivia’s wondrous ass, squeezing her soft flesh and holding her down on his face. As she rolled her hips he slid his tongue into her wet, gooey hole, licking her as deeply as he could while her hips continued moving and his tongue slid out of her pussy. He licked her sensitive taint between her pussy and asshole causing her to squeal out as she reversed her roll. His tongue darted back into her pussy as she rolled back until his tongue slid out again and he used it to circle her hard clit. “Oh fuck, Doug, yessss,” Olivia cooed as Doug finally started participating and their encounter and it started to feel less like a passive rape. She slid her hands down and wound her fingers through his hair, holding herself to him as she rode his face and stared down into his eyes. “Yes, Doug, yes. So good, Doug, so good,” she moaned as his tongue slid around her pussy and into her hot hole. His fingers were pressed into her ass flesh, almost kneading her muscles like dough and she was concerned he was going to leave bruises. She was about to say something to the boy but decided that some kind of marker left on her body would just piss her husband off more. “Feels so good, Doug. Your hands feel so good. Squeeze my ass, Doug, squeeze it hard,” she said breathlessly. Doug did as the celebrity instructed, squeezing Olivia’s ass as hard as he could. She cooed and moaned above him as her hips moved faster, grinding down on him and some instinct he had never felt before told him that she was about to cum. With a shuddering lurch she ground her cunt down against him and he opened his mouth and stuck his tongue as far as he could into her pussy. Her juices gushed out into his mouth and he lapped at her pussy as fast as he could, not wanting to miss a single drop. As Olivia came down from her orgasm she collapsed bonelessly on the bed and snuggled up against Doug’s broad chest. She smiled as she looked up at him and he stared back at her like she was some kind of work of art, always to be seen but never to be touched and he had actually been able to touch her. “You sure you’ve never done that before?” she asked and he nodded his head. “Coulda fooled me,” she said as she cuddled against him. It was a complete lie, he was mediocre at best but she imagined most boys were before they got some practice in. Toying with Doug’s still hard cock. “Got to love a teenage boy,” she giggled before looking him deep in his eyes. Cocking an eyebrow she smiled wickedly. “Ready to fuck me?” She laughed out as the schoolboy chocked on his tongue again and began coughing and sputtering. “Don’t worry, it wasn’t really a question.” Moving Doug around like a doll, Olivia got them both ready. She laid down on her back, her slender legs spread wide as he made himself comfortable between her thighs. She reached between their bodies and gingerly gripped his ready cock and positioned it at the entrance to her warm, wet cunt. She pulled him down by his prick until his soft cock-head slid into her slick hole and they both groaned out in pleasure. She rolled her hips up as he slid into her, his hard prick stretching and filling her tight pussy. “Take your time,” Olivia said as she wrapped her arms around Doug’s neck while wrapping her legs around his calves, “Take your time to just enjoy me, Doug.” “Oh geez,” Doug grunted, “Don’t say things like that.” Steadying himself and concentrating on not cumming he thought of whatever he could to not think about sex while he slowly let himself slide into Olivia Wilde’s hot, juicy pussy. He was nearly schizophrenic between not thinking about the feel of Olivia’s pussy, trying to find something else to think about, and not completely believing that he was, in fact, fucking Olivia Wilde. Surreal was not enough of a word. Olivia knew that with Doug being a virgin and with her being, well, her, that he wouldn’t last long and with just a couple of pumps he proved her right. She could feeling him cumming inside of her, and it was a nice feeling. She wasn’t expecting much, a look of perfect contentment sliding across his face before a look of disappointment replaced it. Holding him by his shoulders she smiled warmly up at him. “It’s okay, this was your first time so of course you weren’t going to last long,” she whispered before giving him a quick peck on his lips. Doug stared down into Olivia’s understanding eyes and started to tear up, “But… But I wanted… Y’know, you…” Olivia slid her legs up around the school’s waist and locked her ankles. She could feel him softening inside of her but hadn’t been to worried about that either. “You are such a sweetie,” she grinned before flexing her lower muscles and pulling a groan from Doug’s lips. She used her muscles as she rolled and flexed her hips until he was back to full hardness again before looking back up into his surprised eyes. “But I’m a grown woman and I know how to get mine. Now roll over, it’s my turn to get off.” They re-positioned themselves until Doug was on his back looking up at the naked Olivia. “A girl could get used to you looking at her like this,” she said with a chuckle. “Now you lay right there and let mamma do all the work.” “You… You mean there’s… there’s more?” Doug stammered as Olivia straddled his hips. Olivia smirked down at her boy-toy for the night. “Oh sweetie, you have no idea,” she chuckled as she lightly gripped the base of his hard cock and aimed it up at her wet, dripping pussy. She lowered herself down until his soft tip slipped into her hot cunt before releasing him and bracing herself against the head board with her hands. She lowered her tight cunt down, slowly enveloping the sweet boy’s dick and causing him to moan underneath her, turning her own even more. Slowly her gleaming body swallowed Doug’s prick until he was buried balls deep inside of her and she threw her head back in pleasure at the feel of his stiff cock piercing her as he writhed around in pleasure below her. Releasing the headboard, Olivia grabbed Doug’s wrists and placed his hands on her small tits before grabbing the head of the bed again. His hands automatically latched on to her breasts and she began rolling her hips, grinding her clit against his groin. She giggled and gasped in pleasure as the schoolboy lurched below her and she continued rolling her hips, squeezing his shaft with her lower muscles. She began raising her slender hips up and down, riding him slowly before starting to pick up the pace and all the while Doug stayed still beneath her, letting her use his dick to get herself off. Riding Doug harder and faster, Olivia’s long hair whipped back and forth, sweat flying from her body, her hands holding her up as the headboard banged against the wall, the box springs squealing loudly and the mattress sliding back and forth. Doug grunted with every one of her downward thrusts, their bodies slapping wetly together as Olivia squealed with delight, a maniacal smile on her lips as Doug held onto her wildly wobbling tits for dear life. They grunted in unison as she thrust herself back and forth even faster and harder, her fingernails digging into the soft drywall. “Oh God,” Doug choked as he lurched and came suddenly, erupting inside of Olivia’s wonderful pussy. “Oh God, fuck yea!” Olivia yelled out in joy as she felt her fuck-toy cum inside her. The feel of him spurting inside of her triggered her own orgasm and she fell forward, her slim chest smothering his face. Her body twitched and shook as her orgasm rolled through her, her warm, slick juices gushing around his softening cock. She lay on top of him completely still except for the occasional twitching of her muscles until she rolled over off of him onto the ruined bed. They lay panting together, the covers of the bed completely thrown off, Doug with a completely disbelieving look and Olivia with a completely satisfied smirk, their fingers lightly intertwined. “Good boy, Doug. Good boy,” Olivia giggled. “Thank you, ma’am,” Doug said breathlessly. Olivia looked down at Doug’s soft, completely spent cock. “Looks like the beast has been sated,” she said in a fake, deep tone with an affectionate squeeze of his hand. Doug looked down at himself and then let his head collapse against the bed again, smiling in satisfaction to himself. “I think you may have killed it,” he said with a chuckle. Olivia looked thoughtfully down at Doug’s soft prick. “I hope it’s not completely dead otherwise how are you going to be able to fuck my ass?” she said in a matter of fact tone. Doug choked on his tongue again as his eyes shot open and his soft dick lurched sluggishly. “Wha…” Olivia’s eyes lit up at the look of shock on Doug’s face. She threw what little covers remained up into the air and quickly scurried down the teenager’s body until she was between his legs. She looked up the length of his body and grinned wolfishly up at him before taking his soft cock into her hand and working him slowly. She licked around the tip of his prick before sucking him into her mouth, the taste of his and her own juices making her mouth water as she swallowed him whole. She circled the base of his cock with her pointer finger and thumb and tugged on him as she sucked his soft shaft and massaged it with her tongue. Never losing eye contact with her prom date, Olivia ran her tongue across every bit of his still prick, enjoying the fact that she could easily suck him completely into her mouth. She took a deep breath before drawing him all the way down her throat, swallowing around his tip as she massaged his length with her tongue and tugged on the base of him with her two fingers. All she could hear from him was a soft keening sound like a wounded animal as she continued sucking on him. He slowly started hardening inside her mouth and throat, filling her completely until she was red in the face from lack of oxygen. Just as Doug’s eyes started to cross from the indescribable pleasure Olivia was giving him, she suddenly released him from her mouth with a obscene slurping sound. She never stopped jerking his cock as she sat up on her knees and grinned up at him with a knowing smile. “I… I didn’t think I could, y’know… get hard again,” Doug gasped in amazement. “Sorry, buddy. Your cock belongs to me for the night and it’s not allowed to quit until I’m done with it,” Olivia said matter of factly before releasing Doug’s dick and patting him affectionately on his soft stomach. She excitedly crawled up the bed beside him and then wiggled her tight ass in the air. “Up and attem, Doug. My ass ain’t gonna fuck itself,” she giggled. She couldn’t help but laugh as the schoolboy took one look at her up-thrust rear-end and then quickly clambered to his knees behind her. “Jason is going to be soooo pissed when I tell him,” she thought to herself with another giggle. Olivia turned her head and looked back at Doug from over her shoulder. “Don’t forget to get me wet, sweetie,” she cooed with a wink. Doug held his hands out like a pudgy, horny Jesus, worshiping Olivia’s swaying ass but mostly he didn’t have any idea what to do. He looked up, expecting to see heaven but the only thing above him was the ceiling of the hotel room. He looked down and Olivia’s ass was still there. “It’s a dream,” he thought as he lowered his hands to just a hair’s breath away from the celebrity’s swaying ass, “There’s nothing to be afraid of because none of this is really happening.” Smearing his cock-head with Olivia’s slick juices, Doug began getting himself ready. The physical sensation from rubbing his prick across Olivia Wilde’s pussy and ass felt real but he was oddly detached from what was happening. It, of course, could possibly be real but it felt like it was just another dream and left him feeling confused rather than the extreme nervousness he had been feeling at the start of the evening. He had convinced himself that there was absolutely no way he could be about to fuck Olivia Wilde’s wiggling ass no matter what his body was telling him. It was absurd really, if you though about it. Olivia looked back at Doug from over her shoulder and saw him with his tongue sticking out of his mouth like a child concentrating on a difficult math problem. “You are so fucking adorable, Doug, but I’m ready. How ’bout it?” Doug shrugged his shoulders in a noncommittal way and blandly said, “Sure. Why not?” “Ha! That’s the spirit,” Olivia laughed with another excited wiggle of her ass like a happy puppy about to get a bone. Doug looked absolutely traumatized by the prospect of fucking her ass and for some odd reason it turned her on all the more. She moaned deep and rolled her hips back, sliding the crack of her ass along the length of the shell-shocked teenaged boy’s shaft. “Do it, Doug. Fuck my ass,” she groaned in lust. With his tongue still sticking out of the counter of his mouth, Doug nodded his head quickly and pushed himself forward. The tight ring of muscle resisted him for a moment but then the tip of his prick popped into Olivia’s ass causing her to groan out. In his strangely detached way he saw her grip what was left of the sheets tighter as she began pushing herself back against him. He held onto her hips and the heat coming off of her silky smooth skin made his palms feel like they were touching a hot stove as her ass to slowly swallow his cock. “God yes. God yes, Doug,” Olivia groaned as she continued to push herself back against the high school student’s hard cock. Sweat rolled and dripped down her naked body as she concentrated on the feel of the young prick parting her tightly clutching walls as it slowly filled her. “God yes, God yes, God yes…” she panted like a personal mantra as she continued to slowly spear herself on Doug’s throbbing cock. “It’s not real, it’s not real, it’s not real…” Doug panted like it was his own personal mantra as he continued pushing into Olivia’s hot, tightly clutching hole. Her ass was squeezing him nearly to the point of pain and he knew if he were to admit that this was really happening to him he’d die right then and there. Things like this did not happen to normal people like him, to chubby high school students who were too nervous to even ask a girl to prom. Stuff like this did not happen period. After what felt like hours Olivia’s ass swallowed the last inch of his shaft and she held herself against his hips as she practically growled in pleasure. He had to find out if this was real. “Ma… ma’am, I ho… hope you don’t… don’t get mad at me a… again buy I have to find out,” Doug stammered, “Is this real and if it is why is it happening?” “Ha!” Olivia snorted, Doug’s timing was nothing short of perfect. “Sure, wait until you’re balls deep in a celebrity’s ass before asking what’s going on,” she thought as she looked over her shoulder at Doug. “Yes it’s real, Doug, and I’m doing it to piss off my husband. I just happened to pick you at random. That’s not going to be a problem, is it?” she asked with a goofy grin. In all seriousness, Doug thought over Olivia’s question a moment before shrugging his shoulders. “No?” “Good. Now fuck my ass!” Olivia said through a fit of laughter. A new confidence filled Doug as he held Olivia’s slim hips. He pulled back slowly for an inch before pushing back in just as slowly. He heard her growl as he slid in and out of her tightly clenching ass and felt a strange sense of pride at being the one to have caused her to make that noise, to have been the one to make her feel that good. He pulled himself out a bit farther before pushing back in and a strange smile began to spread across his face as the horny celebrity moaned loudly in pleasure at what he was doing to her. “Do it, Doug, fuck my ass,” Olivia groaned as she held herself still, letting Doug do all the work now. Her hair hung around her face, blocking her view from everything, letting her concentrate on the feel of Doug softly fucking her ass. Slowly Doug began going faster in and out of Olivia’s ass, holding firmly onto her hips. Sweat ran down his body, dripping onto the horny celebrity’s tight ass-cheeks as he fucked into her. She was now moaning constantly, her breath coming in ragged gasps as he went faster and harder into her, her tan ass jiggling slightly with each wet slap of his hips against her flushed skin. He was grunting with each thrust, his balls slapping wetly against her dripping pussy as he barreled into her and she began rocking back against him. “Fuck yeah, Doug, fuck my ass!” Olivia grunted. Her long hair whipped around her head with every one of the schoolboy’s thrusts and her grunts came in unison with his. “Fuck my ass and make me cum! Fuck my slutty little ass!” she gasped out in pleasure. “God I love a cock in my ass, Doug. It feels so fuckin’ good!” Doug’s tongue was lolling out of his mouth as he concentrated on fucking Olivia’s ass and making her cum. Hopefully before he did. He owed it to her for everything she had done for him tonight. He had started out as just a boy but now, thanks to Olivia, he was a man and men took care of their women. He slid one hand under her slender chest to squeeze one of her small breasts while his other hand slid down around her to the wet, sticky juncture between her slender thighs. Her pants and moans had turned to screams and demanding yells, demanding that he make her cum with his cock in her ass. And like a true gentleman he did what he needed to do. Olivia’s senses shattering orgasm overtook her the instant Doug stroked her inflamed clit. “I’m cumming you beautiful, fucking bastard! You’re making me fucking cuuuum!” she shrieked in lust as her entire body shook and thrashed in pure bliss. “Fuck yessss…” Doug grunted as he held Olivia’s sexy, thrashing body to him as he came, filling her tight, clutching ass with his thick, hot cum. He slid his hands underneath her chest and squeezed her small breasts affectionately before sliding them back to her slender hips. As both their bodies began to relax he gave her tight ass a manly slap which made her squeak out in surprise. He chuckled and smoothed her ass before his soft cock popped out of her and a trail of his white load began leaking down over her wet pussy and down her still twitching thighs. Olivia let out a girlish giggle before relaxing onto the bed and rolling over onto her back. Her small breasts gleaned with sweat as she looked up at Doug and smirked up at him. “Wow, Doug, I didn’t know you had it in you,” she chuckled as she held her arms up to him. “It’s my duty to please that booty,” Doug said in a slightly deeper voice before laying down in Olivia’s arms. She snuggled up to his chest and wrapped one of his arms around her, his hand covering one of her small tits. He toyed with her hard nipple as they rested and got there breath back. “Careful there, tough-guy,” Olivia laughed, “It’s starting to sound like you watch too much porn or something,” “I never know the cool thing to say,” Doug admitted, “Mostly I just stutter and blush in embarrassment.” Olivia looked over her shoulder up at Doug and used her hand to pull his face towards her. “Don’t worry about it to much, tough-guy. Once women find out the kind of things you just did to me, they won’t be too interested in conversation,” she said before kissing him deeply. As they broke the kiss, Doug looked deep into Olivia’s eyes. “We’ll just add that to my Tinder profile then,” he said with a chuckle. “You really seemed to enjoy yourself there,” he added with a cute blush. “Oh yeah. Anal’s my favorite,” she admitted unabashedly, “Especially since I usually only let Jason do it on special occasions. I wanna keep it special.” “What’d your husband do that made you pissed off enough to accept my invitation, anyway? Also, do other things,” Doug asked. “He’s a no good lying betrayer is what!” Olivia snapped before calming herself. “Anyways, I’m too tired to bitch about Jason. Let’s get some sleep before I have to leave,” she said before snuggling her naked body fully against Doug’s, wiggling her sticky ass affectionately against his soft cock. —– Olivia strolled into her house at close to noon the next day and let herself in through the back door. “Jason, I’m home,” she called out. Jason poked his head in from around the corner to the living and started, “It’s about time! What prom lasts….” before stopping and noticing his wife. Her dress was wrinkled and stained in a few places, her make-up was smeared, and her hair disheveled. “Did you get mugged?” Olivia smirked wickedly at her husband and then strolled past him to their bedroom. “Nope. Just had a really good, fulfilling time at prom.” “Why are you so late?” Jason asked as Olivia slipped into their bedroom and he began to follow. “You know teenaged boys. Such stamina,” Olivia chuckled as Jason stepped into the bedroom. Jason stared in disbelief at his wife as she slipped out if her dress. “Wait, are you saying you fucked him? Why… why… What would make you do that?” he stammered. Completely naked, her hair wildly messy, her make-up smeared, and her hands on her slender hips, Olivia glared at her husband. “Because you lied to me, Jason! You practically betrayed our marriage vows! So that’s what you get for lying to me about taking the garbage out! Jason stared dumbfounded at his naked wife. “Fuckin’ actresses,” he muttered in disbelief. The End.
Source: New feed

Olivia Wilde: The Tonight Show With Jay Leno

This is a work of complete fiction. It just popped into my brain so I wrote it down and share it for free and make no money off of it. No one under legal age may read this, if you know what’s good for you. No one over legal age should read this for the same reason. All characters used in this story are a parody of any real or fictional person. I do not own The Tonight Show or the characters from it. I do not know Jay Leno or Olivia Wilde or have anything to do with them. Comments are always welcome and appreciated so you should feel free to share. So I was accidentally watching the Tonight Show with Jay Leno the other night but luckily the lovely Olivia Wilde was on. During the interview she starts talking about her dog, Paco and as she’s talking about her dog I mishear something she says. She said that her dog was a bad guard dog and would let a rapist into their home but I heard that he had let in a rapist. So this is the rest of the misheard story. Story Code: M/F, Noncon Oliva Wilde: The Tonight Show With Jay Leno By Muhabba “So he actually let in a rapist?” Jay asked from behind his desk. “An actual rapist?” “A actual rapist, Jay,” Olivia answered smiling. “I’m telling you, Paco is a terrible guard dog.” Fits of laughter and giggles played through the audience. “So, ah, so what happened?” Jay asked. Olivia started laughing, “Well, a stranger broke into my house a fucked me, Jay.” More laughs went through the audience. “That’s what happened.” Jay chuckled, “Heh. Well, I guessed that part,” he said and then raised a hand out to indicate the audience. “We can all guess that part. But I mean, what was Paco doing while the stranger was breaking in. I assume this happened at your house?” Olivia sat back in her overstuffed chair as she spoke. “Well, two of them broke into my house. But the worse part is that Paco actually helped,” she said laughing as the audience laughed along with her. “Really?” Jay asked. “Oh, yeah,” Olivia responded. “O.k. I’m intrigued,” Jay said as he put down his notes. “Not only is Paco a terrible guard dog against criminals, he’s also a accomplice. Tell us everything. How did your dog help you get raped?” Olivia folded her hands in her lap as she started her story. “Well, the first part I was told by the Police since I was asleep at the time. It was about 3:00 AM and Paco was sleeping in my bed next to me. I was wearing a old T-shirt of my fiance’s, Jason Sudeikis, and a lime green thong with little ankle socks. I like to keep it cold in my room so I was wrapped up in my lacy pink comforter and my bedroom door was open so Paco could take himself to the doggy door out back if he needed to go.” “Now, like I said,” Olivia continued, “The Police say that it was about 3:00 AM so I was dead asleep. The two men started picking the locks on my front door after already disabling my alarms and the noises must have woken Paco. He didn’t bark or anything, instead he just got out of bed and trotted downstairs. I kinda, sorta woke up, y’know? Just enough to know that Paco was moving around but not enough to wake up all the way?” “Sure, sure,” Jay agreed. “I think we all do that.” “Right,” Olivia said. “So, I’m still asleep and Paco trots downstairs where 2 men are trying to break into my house. We’re guessing that Paco just sat, watching the door or something, just to see who it was and the Police guess he got tired of waiting. Based on some scratches on my door it looks like Paco started leaping up and smacking the door with his paws and eventually he smacked it just right to let the 2 men in.” Jay and the audience broke into laughter. “I know, right? A terrible guard dog,” Olivia said as she laughed along. “So the two men begin ruffling through my stuff stealing, I don’t know, a couple of watches, some earrings and just a little of this and that, but nothing major. And the whole time Paco is probably just following them around, wanting his belly rubbed. But anyway, they didn’t get too much, just some little knick-nacks.” “Right, right,” Jay agreed. “Well, it looks like one of the men took their ‘spoils’ and left his friend to, I don’t know, clean up?, wipe down prints, I don’t know,” Olivia said as she continued her story. “At any rate I guess Paco got bored and started walking back to my room. So instead of Paco following the crook around, the crook followed Paco.” Jay interrupted, “And why do you think that it? The intruder following your dog?” “According to the Police the crooks only went after the open rooms, I guess trying not to wake anyone up,” Olivia answered. “I see,” Jay said. “Pretty sneaky. Unfortunately in this case, the open door led to…” “To me, right,” Olivia agreed. “So the crook made it to my room where I was sleeping. Apparently he was shocked to discover a celebrity because the Police say by how deep his foot prints were in my carpet he just stood at the foot of the bed, watching me sleep for a while.” “And where was Paco?” Jay asked. “Sitting in the doorway watching the whole thing,” Olivia laughed. “Anyway, the crook was watching me sleep for a while and I guess deciding what he should do. Eventually he reached out and pulled my comforter off, leaving me in my T-shirt, thong and matching socks and covered by my sheet. I didn’t think anything about it, and I did the kinda sorta waking up thing but I just figured it was Paco getting back into bed bed so I just went back to sleep, y’know? So after watching me for a bit more, probably making sure I was sound asleep, the crook pulled my sheet off. Now, I move around a lot in my sleep so my sleep clothes usually bunch up around my waist so this guy would have seen my lime green socks all the way up to my tiny lime green thong and my exposed stomach, and since I like it cold in my room my nipples were probably rock hard and poking through the thin material of my T-shirt as I slept.” “Right, right,” Jay said. “And where was Paco now?” “Still just sitting in the doorway watching!” Olivia laughed as Jay and the audience joined her. “I know, right? Well, the guy watched me for a while more and then he stripped naked except for his mask, one of those black ski mask thingies. I guess he was kinda loud because right about then I woke up. At first I’m just kinda groggy and I’m thinking it’s Jason until I see two things: the first thing I see is the mask and that kinda shocks me all the way awake because the second thing I see his his giant cock.” The crown oohed and ahhed as Olivia held her hands about a foot apart and noddedher head like she agreeding with them. “I know. So now I’m totally awake and kinda trembling in fear or because of the cold and my arm starts to automatically reach for my phone on the night stand and the guy says, ‘Uh uh,’ and shows me a knife. I drop the phone on the floor and start to sit up but he just whispers, ‘Don’t move.’ I’m frozen in place while this strange, naked man with a giant, hard cock leers at me, tapping his knife against his thigh. “Oh my,” Jay said. And then with a smirk he asked, “And Paco?” “And there’s Paco, still sitting in the door way with his tongue hanging out,” Olivia giggled. “So Paco’s in the doorway as the intruder starts to crawl up onto my bed and straddling my ankles. He places the tip of the knife along the inside of my lower calf and slowly starts tracing it up my leg. I don’t have any choice so I spread my leg out wider as he reaches my inner thigh and I can feel his hard cock occasionally bumping against my lower legs. I’m breathing pretty heavy right now and I’m looking around for anything to use as a weapon and I notice the phone on the ground. Now, Jason and I have been trying to teach Paco to fetch so I slowly start gesturing to the phone and trying to whisper, ‘Fetch,’ without the intruder noticing. And you know what, Jay?” “What’s that,” Jay asked. “Did he fetch you the phone?” “No. He fetches me one of the guy’s socks!” Olivia broke out into laughter as the audience and Jay joined in with her. Catching her breath she started the story again, “ Now the guy traces the knife tip up my other leg and I’m forced to spread out my other leg and by now my feet are touching the opposite sides of the bottom of the bed with him leering down at me from his spot between my thighs. He lays down on top of me and I can feel his hard dick throbbing between our bodies and he suddenly thrusts his tongue into my mouth and kisses me roughly. He broke the kiss and licked along my jaw and began nuzzling my neck. And I’m kinda ashamed to admit it, but I started shivering and moaned out a little.” “And why’s that?” Jay asked. “Well, I’ve always loved to have my neck nuzzled and kissed, and love it when my men have a little bit of beard stubble. I like the feel of it scratching across my neck and shoulders,” Olivia said, a little flushed. “So I imagine this guy, this stranger, accidentality found your special spot…?” Jay asked as he winked at the audience and pretended to take notes. “Yeah,” Olivia said as she giggled. “So this guy is nuzzling my neck, accidentality turning me on, just a little, and I’m still looking for a weapon. I just start gesturing wildly at Paco who starts bringing me random objects in the room; his ball, one of my shirts, his leash, a shoe, his plastic water dish…” “So nothing useful?” Jay smirked. “Nope,” Olivia said, shaking her head. “And meanwhile this guy starts using his hands on me, sliding up and down my sides, up under my shirt and just begins to maul my tits and trying to suck my nipples through my T-shirt. And it was just setting me on fire, Jay. I was trying so hard not to moan out in pleasure as this complete stranger just began working my tits. I can’t tell you, Jay. I was scared and confused and so turned on, I can’t even explain. “Mmmm, yeah, yeah,” Jay agreed as he nodded his head. “And I’m still trying to think of a way out or a way to get a weapon or something,” Olivia said as she mimed looking around frantically. “And there’s Paco, sitting maybe 3 feet away, watching the whole thing happen with that goofy dog grin on his face. So here’s this guy squeezing and massaging my chest and then suddenly he leans up and places the knife at my collar bone and I nearly freak out, but luckily he just trails the tip down my chest to the neck line of my T-shirt. He slides the cold metal under the neck of my shirt and slides it down and the material just seems to spread open and expose my tits to the cold air. And with the way I’m panting, my naked chest is just rising and falling really fast as I pant.” Olivia shifted in her seat as her pussy started to moisten as she remembered that night. But ever the actress she kept her composure and continued with her story. “So there I was, my arms still in my T-shirt’s sleeves with my tits and chest fully exposed,” she said as she licked her lips. “And this guy just whimpers. Whimpers like Paco when I tease him with a treat, right?” “Or 2 treats,” Jay said, the audience and Olivia laughing out. “Or 2 teats,” Olivia smirked. “Next the guy laid down on top of me again and I can feel his dick smearing pre-cum along my stomach since it’s pressed between us. At the time I was to scared or turned on or whatever to notice but he then put the knife down on my night stand so he could cup and squeeze my breasts.” “Uh huh, uh huh,” Jay said. Olivia made sure to look out at the audience to make sure they felt included in the story as she continued, “At first he’s kinda gentle, maybe a little nervous or something but then he just starts squeezing and mauling my tits and bolts of electricity are just shooting through my body, y’know? Now I can’t tell you if it was just him moving around on top of me or me kinda, unconsciously responding to him, but as he moved down a little to keep mauling my breasts his giant cock was right on top of my thong and we’re just grinding our groins together. His dick is just rubbing along my panties and sliding over my clit which is hard as a pebble by now and I’m just thrusting my hips up to meet it. We’re just griiinnnding together, dry-humping.” Jay tapped the eraser of his pencil against his desk as he listened. “Itchin’ for a little friction, as the kids would say.” The audience and Olivia giggled, “Right, right. Now, I’m trying not to moan out in pleasure and I’ve totally forgotten about escaping but I do look over and see Paco just sitting on the guy’s pile of clothes, just staring at us.” “Ever the watchful guard dog,” Jay said. “More like the watchful voyeur pervert dog,” Olivia laughed. “So I’m biting my lip, trying not to moan, when the guy bends down and sucks one of my nipples into his mouth. That’s it for me, the straw that broke the camel’s back and I moan out and try to push my tits into his mouth. He’s switching between nearly chewing on my nipples to sucking hard on them like some kinda hungry calf or something and I’m just writhing in pleasure, almost crying out. It was pretty intense, Jay.” “I bet,” Jay agreed. “Ya never know how you’ll react to stuff.” “I know, right.” Olivia said. “I think it was, like, a adrenalin thing. Anyway, I’m moaning and gasping and I just can’t help myself, right? And all of the sudden I feel it, I’m about to cum. I mean, that’s pretty impressive, even for me. Jason is always joking about how sensitive my body is and now this complete stranger had me read to cum after only a few minutes.” “Right, right. The ‘adrenalin’ thing,” Jay said, nodding his head as if it explained everything. Olivia shrugged. “I guess so. Anyway, like I said, I’m about ready to cum Now I guess part of my mind was remembering that this guy was dangerous cuz I hadn’t moved my arms or legs since all of this started. My legs were spread, still wearing my little socks and my arms are just spread out from my now sweaty body. So here I am, gasping and moaning in pleasure, writhing underneath this strange man, mostly naked, dry-humping him and trying to push more of my tits into his talented mouth, ready to cum. My blood felt like it was boiling, Jay. And you know what? What happened right as I was about to cum?” Jay was enraptured. “No. What happened?” Olivia through her hands up like she was exasperated. “He just stopped.” Jay and the audience bust out laughing. “Oh no,” Jay laughed out as he clapped his heads. Olivia shrugged her shoulders and looked around, acting like she was confused. “I know. What was that?” she laughed. “Oh my God,” Jay squealed as he slowly stopped laughing. “What happened then?” Olivia held her hand to her chest as if she needed to catch her breath. “Well, he sits up on his knees and just stared at me for a little while. Just leering at me, y’know?” “With as much time as he spent just staring at you, I bet he wishes he had brought a camera,” Jay smirked. Olivia nodded her head enthusiastically. “Probably. Well anyway, I start to come down and at first I can’t stop staring at his huge schlong. It’s just pointing straight at me and just dripping pre-cum, but as I’m staring at his cock I notice his hands are by his sides, right?” Jay nodded his head. “The knife. Right.” “Yeah,” Olivia said. “I notice he’s not holding it and I look over at my nightstand and there it is, right where my phone was.” “Oh my,” Jay said in a fake gasp. “So what did you do?” Olivia had to shift around in her chair again, her pussy starting to throb as she answered, “Nothing. I didn’t have a chance. I guess he must have seen me see looking, y’know? Cuz the next thing I know his arm is just a blur as he reached out and grabbed it.” “Oh no,” Jay said as he hung his head down, shaking it side to side. “Your one shot.” “And that’s not even the worse part, Jay,” Olivia said with a giant grin. “Oh, no. It gets worse?” Jay asked smiling. “Yep,” Olivia said. “First he wags the knife at my face like a parent getting on to a child and saying ‘Tut, tut, tut. We’ll need to do something about that,’.” “Really?” Jay asked, looking serious. “I had a flashback to my mom catching me stealing cookies,” Olivia giggled. Jay chuckled, “So in the middle of being raped you flashback to your mom?” Olivia laughed, “I know. How random is that? Plus, that’s still not the worse part.” Jay tried to contain his laughter. “Really? It gets worse?” “Totally,” Olivia said. “He says he’s going to have to do something to keep my hands from getting me in trouble and starts looking around. And here’s the worse part.” “O.k. What?” Jay asked. “He finds the leash that Paco had fetched,” Olivia said as she burst out laughing. Jay and the audience laughed for nearly 2 minutes before Jay could talk again. “So Paco really was a accomplice.” Olivia manged to finally stop laughing enough to answer, “Exactly. So the guy ties my hands above my head and this caused my breasts to really pull up high and tight on my chest, right? So he bends down and gives a quick lick and suck to my still hard nipples and if this is because of how turned on I still am or I’ve come down from my near orgasmic high enough that I was scared again, I don’t know.” “So you’re back to normal enough to be scared again?” Jay asked. “Oh, totally,” Olivia said. “So he tied up my hands, sucked and pecked my tits and then he slowly ran the tip of his knife from my collar bone, down my chest, between my tits and over my fluttering stomach to just above my now soaked panties. I can see him lick his lips through the hole in his mask and with a flick of his wrist he just cuts the sides of my panties. Now I was planning a photo-shoot the next day so I was shaved completely bare and the instant the cold air hit my swollen pussy I shivered all over as goosebumps broke out across my naked skin.” “He didn’t stop to just stare at you again, did he?” Jay asked. Olivia shook her head as she shifted in her seat again and giggled. “No, no. Just licked his lips as she laid down between my spread legs.” “Now, now,” Jay interrupted. “He laid down on top of you again, between your legs or…” “No,” Olivia said. “Below me, between my legs. I had just expected him to fuck me and get it over with but he didn’t. He just laid down between my legs.” Jay cocked a quizzical eyebrow at Olivia. “You didn’t have just your ‘average’ rapist, did you?” he said as he grinned. Olivia returned his grin. “I know, right? So I look down my totally naked body…” “Except for your socks,” Jay interrupted. “Right, right,” Olivia giggled before continuing. “Totally naked except for my socks. So I look down the length of my body and I can only see the top half of his head as he takes my ruined thong between his fingertips and slowly pulls it out from between my ass-cheeks. And as the wet material of my thong slid over my asshole it just seemed to set me off again, causing me to shiver all over. And this time I knew it was all in pleasure.” Jay nodded his head like it was obvious. “Uh huh, uh huh. And do you usually go in for anal?” Olivia tried not to blush. “Not before then,” she said sheepishly. “And now?” Jay asked lecherously. Olivia blushed a deep scarlet as she slunk down in her chair, holding her hand over her face to hide her red face and embarrassed smile. Jay and the audience laughed for a few moments before Jay held a hand up to quiet the audience. “Now, now. Let’s not pry,” he said to the audience. “Her private life is private.” Jay looked back at his beautiful, embarrassed guest, “Now you were telling us about your rape.” Olivia cleared her throat, unable to stop smiling or blushing in embarrassment. “Right. Ahem, right. So now he just throws my ruined thong to the floor and settles down, getting comfortable between my legs. By now my legs are almost sticking straight out, almost like I’m a upsidedown letter T and the bed’s pretty full so the guy has no where to set his knife down and looks off the the side, seeing Paco. And you know what the guy does, Jay?” “By now I can’t even guess,” Jay said chuckling. “He sets the knife down in front of Paco, says ‘Guard this,boy,’ and then scratches Paco behind the ears,” Olivia said as she broke into laughter. Jay laughed, “I bet Paco loved that.” “Just started wagging his tail in joy,” Olivia giggled. “So now this guy has his hands free and just runs them up the insides of my trembling thighs to my bare pussy. I can actually hear him licking his lips and I just sorta whine, ‘Nooo…’ and not just outta fear either. I mean sure, I’m still scared of him and everything but I’m also afraid of how much I’ll like it. And I don’t want to like it, y’know? But…” “But with everything that’s happened so far you can’t really control yourself, sure,” Jay said. “Exactly, Jay,” Olivia said. “So his hands glide up my thighs to ither side of my soaked pussy, and I mean I’m dripping wet by now. And now, he’s back to like when he started on my breasts, he’s kinda tender about it. He licks both of my labia, one at a time and then kisses right above my clit and I groan out. It was kinda a mixture of lust and despair, y’know? Lust because it felt sooo good and despair because I was kinds disappointed in myself for liking it, y’know? So he keeps kissing and licking around my pussy and making me wetter than I’ve ever been before. I swear I could hear my sheets squishing as I started rolling my hips up, rubbing my hot cunt against his mouth. And the whole time I”m just biting my lip and mewling, trying not to moan as I’m rocking my hips and slowly thrusting myself up at him. And then he does it.” The breast thing?” Jay asked. “Oh yeah,” Olivia answered enthusiastically with wide eyes. “He wraps his arms around my thighs, puts his lips against my pussy and just shoves his tongue deep into my dripping hole.” The whole audience ooh’ed and aw’ed. “And his tongue, Jay…” Olivia continued. “Let me tell you about his tongue. I’m not saying it was as long as his prick, but if felt pretty close.” “Really?” Jay asked, astonished. “I’m kinda jealous.” The audience and Olivia broke up in laughter. “Really, Jay?” Olivia asked. Jay held his hands up defensively as he laughed. “No, no. Not the getting to rape you part. Just, y’know…” Olivia patted Jay’s shoulder as she smiled. “It’s O.k., Jay. I get it. He was pretty blessed. And let me tell you, he put it to good use,” she said as she readjusted herself and rubbed her thighs together. “He just starts attacking my pussy with his long tongue and I cry out as I just suddenly cum. I clamp my thighs around his head, shove my hips up and just scream and scream as I’m cumming. It was just sooo intense. I’ve never felt anything that intense before. I’m just thrusting my hips up and rolling them in pleasure. And he never lets up, either. He just keeps going and going, attacking my gushing cunt with his tongue and I’m just screeching and howling out in pleasure as I keep cumming and cumming. I’ve never… I’ve never felt anything like that before, Jay.” “I bet,” Jay agreed. “And here’s another, ‘That’s not even the worse part,’ Jay,” Olivia said as she grinned. Jay looked around as if the answer was somewhere on stage. “O.k., I give up. What was the worst part?” Olivia tried not to laugh. “I was yelling out so loud and so long that Paco started howling out with me.” Olivia, Jay and the audience broke out into rolling laughter. “Oh nooo…” Jay squealed as he wiped away tears. “You’re kidding me.” “No, no,” Olivia said between fits of laughter. “Oh, it was terrible. Now it’s like I was being raped but with a soundtrack.” “Oh nooo…” Jay gasped between fits of laughter with Olivia and the audience. As the laughter began to subside Jay looked over to Olivia again. “Have you thought about maybe getting a cat?” he giggled. “Right then I was,” Olivia giggled. “I bet, I bet,” Jay agreed. “So what happened next? Olivia looked out over the audience again. “Well, the guy finally lets up on my wet pussy and I finally stop cumming so I stop screaming and that means Paco finally stops howling.” “Right, right,” Jay agreed like it made perfect sense. “So there I am,” Olivia continued. “Naked except for my socks, sweat rolling off my body, occasionally twitching and panting as I try to catch my breath as this guy, of course, just sits up to leer at me some more.” “Probably wishing for that camera,” Jay interrupted. Olivia giggled, “Probably. So finally I get control and just look up at the guy, pleading ‘Please,” and by then I don’t know what I’m pleading for. Either him to stop or not, I don’t know. And there’s his thick, long, hard cock pointing straight at me and I suddenly realize what I’m pleading for. He lays down on top of me again, his dick throbbing in between our groins and he bends his head down and kisses me roughly and passionately. He just plunges his tongue in and I can taste my cum on him as he’s kissing me and I’m actually kinda ashamed to admit I started to kiss him back just as roughly and just a passionately.” “The adrenaline thing again,” Jay says. “You just can’t help yourself.” “I guess,” Olivia said sheepishly with a sly grin. “So then he leans up and grins at me, sliding his arm down between our naked bodies and I feel him adjusting his cock so it’s resting just at the entrance to my wet pussy and I know what’s coming next.” “He’s getting ready to go ‘All in,’ as the kids would say,” Jay said as he interrupted. Olivia’s eyes went wide as she nodded in agreement and rubbed her thighs together. “Yeah. He lines up his giant cock with the entrance to my dripping pussy and I can feel my heart fluttering, in nervousness or from anticipation I don’t know.” “And did he do what he had been doing?” Jay asked. “That whole ‘nervously starting off slow’ thing?” “I wish!” Olivia exclaimed, throwing her hands up. “In a instant he just thrusts straight up, deep inside of me, filling me up and stretching me like I’ve never been before. My legs with my little socks shoot straight out, my hands grip the leash tightly, my breath catches and pushes my chest out, my eyes are shocked wide open and I can feel his heavy balls resting on my ass-cheeks and I just cum. I mean it was that quick,” she said as she snapped her fingers. “It just hits me like a freight train. Just runs right over me and I just scream out as it crashes through me.” “And did Paco…?” Jay asked, letting the question trail off. “Yep. Just started wailing away with me,” Olivia said as she and the audience laughed. “But it didn’t stop this guy. He just starts barreling into me. He’s reaching places I didn’t know I had, rubbing spots I didn’t even know were there, y’know? His hips were a blur as he fucked deeeeep into my vulnerable body. The whole bed was swaying and creaking and my whole body was being shoved up and down with the force of his thrusts, my head was banging off the headboard. And I just can’t stop screaming or cumming and he’s not slowing down, he just keeps going like a jackhammer. And, still a little ashamed to admit it, I wrap my legs around him and at first I try to match his thrusts but there’s, like, no rhythm. He’s just going at me so I just roll my hips up a little to meet him and allow him as deep into me as he can go and I just lay there, forced to enjoy the ride.” “Oh my,” Jay said, pretending to be stunned. “Nothing I could do, Jay,” Olivia said as she shrugged her shoulders dramatically. “Well, yeah. The whole ‘rape’ thing,” Jay said, agreeing with her. Olivia shifted in her seat as she rubbed her slender thighs together again. She could feel her wet pussy and wished that she had worn panties to this interview. She licked her lips as she continued, “So my orgasm kinds ‘subsides”, I guess is the word, and I finally stop screaming so Paco stops howling and just comes right over to the bed and sits right next to my head before sitting down to watch, his tail wagging furiously and his tongue lolling out of his mouth with that goofy grin dogs have,” she giggled as the audience laughed. Jay chuckled, “Heh. Maybe Paco wished he had a camera?” “Maybe,” Olivia said as she chuckled. “So I’ve stopped screaming and now I’m just grunting, moaning, panting like Paco as the guy drills into me. And I’m, like, really upset because I’m tied up and can’t move my arms. Not because I’m thinking about escaping, I’m way to far gone for that, I’m angry because I want to hold his arms to brace myself better so he can have a better angle, I want to roll him over and ride him, I want to pull his head down and thrust my tongue into his mouth. Rational thought had nothing to do with it, y’know?” Jay nodded his head. “I think we can all understand that,” he said, holding his hand out to indicate the audience. “Right, right,” Olivia said, squirming in her seat. “So there I am, sweat running off of me, my hair plastered to my face, unable to move while this stranger pile-drives me. I’m just forced to lay there and take it, frustrated and angry about not being able to participate more, totally forgetting I didn’t want this in the first place, just scowling up at him because I can’t participate more. And I guess that Paco picks up on my emotions because his tail stops wagging and he starts whining at me. Jay chuckled again, “Heh. Well at least he’s finally on your side now.” Olivia and the audience laughed. “Finally!” Olivia giggled. “Now the guy slows down a bit and just thrusts hard, deep, like ‘Bam’, ‘Bam’, ‘Bam’,” she said as she clapped her hands every time she said ‘Bam’. “Finally he just buries himself inside of me and just holds himself for a few moments, just staring at me again.” “Of course,” Jay says mockingly. “Cuz that’s his M.O.” “I know, right?” Olivia giggled. “And then he slowly slid out of me. And let me tell you, it took him a while. And the whole time I’m just mewling because I’m desperate to cum and I’m afraid that he’s done.” Jay threw up his hands in mock exasperation. “Heaven forbid your rape be over,” he chuckled. “Oh, I was way, WAY!, to far gone for that,” Olivia said giggling. “So I’m grunting in frustration and thrusting my hips up, trying to get his prick back inside of me, needing it, humping the air like a horny puppy and this guy is just grinning at me as I’m whimpering. He reaches down and grabs my tits, giving them a squeeze and causing me to moan before he slides his hands down my sweat slick body and grips my waist and flips me over, face down on the bed.” “Seems like a pretty strong guy,” Jay added. “Oh yeah. I’m pretty slender and he just lifted me up like a doll and flips me over,” Olivia said as she mimed a flip with her hands. “Now part of being slender is, unfortunately, not much up top,” she said, thrusting her chest out. “It’s fine. You’re very beautiful,” Jay said in mock condensation. Olivia laughed as she relaxed her chest, “Thanks, but it’s true. But I like to think God made up for it with my butt.” “I think we could all agree on that,” Jay said, leading round of applause with the audience. “Thanks,” Olivia said as she broke out into laughter. As everybody calmed down she fanned herself with her hand. “Woo, kinda embarrassed here. Anyway, there I am face down, ass up on the bed, my hands still tied as I whimper in need and the guy starts running his fingertips from my shoulders down to my waist. When he reaches my taunt ass he palms both of my cheeks and squeezes, his thick fingers digging into my flesh as he massages. He spreads my cheeks apart and rubs my little asshole causing a little ‘eek’ of fear to escape from my mouth out of fear.” “Just fear?” Jay asks as he smirks. “Just fear this time, Jay,” Olivia said condescendingly. “Remember, I’ve never done anal before and he’s huge so I’m totally freaked that he’s going to, you know… Anyway he releases my ass and spanks my cheeks a couple of times and I can feel my cheeks ripple a little with each smack. Next he lines his cock up with my pussy again and I’m actually relieved because I’m going to be fucked again and I’m also relieved he’s not going to tear my ass apart. He shoves himself in slowly, slowly stretching me again, slowly filling me and I groan in animalistic pleasure and part in lust and part in frustration. Jay cocked his eyebrow. “Why frustration? It sounds like you’re getting what you wanted? Even if, y’know, you didn’t want it in the first place.” “I’m frustrated because he’s going too Slow! Olivia chuckled. “I’m trying to push myself back and whining in frustration because I can’t” “Why’s that?” Jay asked. “You gotta remember that my arms are tied, Jay,” Olivia said. “And they’re already stretched as far as they can go.” Jay nodded his head in agreement. “Uh huh, uh huh. Sounds like he’s doing it on purpose.” Olive nodded back. “That’s what I was thinking. So I’m grunting and moaning in desperation as this guy is still slowly shoving his cock into me. Finally the strength goes out of my legs and I collapse forward, my head on my mattress and my ass stuck high up in the air. I can hear him chuckling at me which just pisses me off more. It’s bad enough that he broke into my home, went through my things and started raping me, now he’s laughing at me about how desperate I am for him to rape me more and it’s his fault for causing me to be this worked up and more sexually frustrated than ever before in my life. I mean, I can feel my juices running down the insides of my trembling thighs, y’know? So I grit my teeth, look over my shoulder with my wet hair hanging in my eyes, glare at him and just whisper, ‘bastard’ at him.” The audience and Jay broke out in ‘oooh’s’ of astonishment. Olivia looked over the audience with wide eyes as she continued her story, “I know, right? I was pissed. So he stops laughing at me and I can see the disbelief in his eyes and then I see the disbelief turn to anger and I start to get scared again.” Jay chuckled, “Heh. I bet.” Olivia chuckled back, “I know, right? So he grips my waist tight and shoves the last few inches deep inside my sweaty, vulnerable body. And with the new position it feels like he’s driving even deeper than before and I cum even stronger than the last time. I scream out at the top of my lungs as boiling pleasure shoots through my veins and I feel my tightly stretched pussy grip and ripple along his thick shaft as she starts fucking me quick and deep. It feels like he’s barely pulling out an inch before just slamming back in ‘bam, bam, bam!’,” she said with wide eyes as she clapped her hands together with each ‘blam,”. “And I bet Paco…” Jay said, once again letting the question trail off. Olivia laughed as she answered, “Oh, you’d think. But this time I’m just totally screeching out and Paco’s just running around the bedroom like there was a cat loose or something. And mean while I’ve totally lost control of my body, I’m thrashing around, twitching and jerking, my legs kicking out… It was literally the most intense thing I’ve ever felt, Jay. And the whole time the guy keeps a tight grip on my waist, hard enough to leave bruises as he fucked me like a jack rabbit. Finally I run out of air and stop screeching and just collapse, just falling nearly flat. If my knees hadn’t been bent under me I would have been flat on my stomach as I just lay there passively as my orgasm finally subsides. “And Paco?” Jay asked. Well, he stopped barking, finally,” Olivia answered. “Unfortunately by now I’m close to the side of the bed and Paco just starts licking my face,” she said as she laughed. “And your hands are tied so…” Jay said laughingly as he once again let his question trail off. Olivia had to contain her laughter before answering. “Oh, it’s worse than that Jay. I’m so exhausted that I can’t even turn my head. I have to just lay there and let him,” she giggled. Jay joined the audience as they laughed. “I guess you could say you getting raped doggy style from both ends,” he snickered. “I guess so,” Olivia agreed. “So there I am, passively getting taken from behind, and I guess the front too, and the guy reaches up my waist, sliding his hands up underneath my prone body. When he gets to my chest he palms my tits and pinches my nipples hard, causing me to moan as he buries himself balls deep into my aching pussy and erupts. It’s like a fire hose as he fills my body with his thick cum and I can hear him groaning in pleasure as he relieves himself deep inside of me. Finally he finishes and collapses on top of me, grinding his softening cock inside of me as he plays with my tits. And the whole time Paco is still just licking my face,” she giggled as she kept rubbing her thighs together. “Well, Paco just feels sorry for you I guess,” Jay offered with a grin. “Probably more like he just wanted his ears scratched,” Olivia giggled. “Now the guy slowly climbs off of me, trailing his hands down my limp body and squeezing my ass-cheeks before trailing his fingers down my twitching legs. And I can feel him getting off the bed and hear him breathing as he stood by the foot of my bed and I know he’s just staring at me again,” she giggled. “Continuing with his established M.O.,” Jay offered as if it perfectly explained everything. Olivia giggled, “Must be a serial stare-er.” Jay laughed. “Right, right. So I assume that’s when the guy left?” Olivia nodded her head. “Yeah, yeah. Just got dressed and left. But, and here’s another reason Paco is a terrible guard dog, he just follows the rapist out, wagging his tail the whole time!” Jay and the audience erupted in laughter. “I guess to the lock the door behind his new friend.” “I guess,” Olivia laughed. “So I start untying the leash and finally get my hands free and about that time Paco comes back. I start crawling around to look for the phone, wanting to call the police, and after about ten minutes I find the phone.” “Oh, good,” Jay says enthusiastically. “Not quite, jay,” Olivia said, grinning broadly. “Oh? And why’s that?” Jay asked, looking intrigued. Olivia broke out in fits of laughter. “Paco’s got it.” “Oh noooo…” Jay said as he and the audience joined in on the laughter. Olivia tried to control her breathing so she could speak. “So now here I am, naked, gleaming with sweat, hair plastered to my head, cum dripping out of my well fucked body, legs wobbly and I have to chase after Paco so I can finally call for help.” “I guess Paco didn’t want his new friend to get in any trouble,” Jay laughed. “I guess so,” Olivia grinned. “But really, even after he helped me get raped, I still love Paco.” Jay grinned. “That’s sweet. Thanks for dropping in,” he said as he reached over and shook Olivia’s hand before turning to the audience. “Olivia Wilde, ladies and gentlemen. We’ll be right back.” The End.
Source: New feed

Not The Whendonverse Pt. 02 Chap. 04

This is a work of complete fiction. It just popped into my brain so I wrote it down and share it for free and make no money off of it. No one under legal age may read this, if you know what’s good for you. No one over legal age should read this for the same reason. All characters used in this story are a parody of any real or fictional person. I do not own Marvel’s The Avengers, Marvel’s Agents of SHIELD, or the characters from them. Comments are always welcome and appreciated so you should feel free to share. Story Code: MC, Multiple Pairings, Noncon-Con, Incest This Is Not The Whedonverse Pt. 02 Chap. 04 Marvel’s The Avengers With Special Guest Stars Marvel’s Agents Of S.H.I.E.L.D. By Muhabba Completely naked, Ward stood over Betty’s own naked, writhing body. Equally naked, Darcy and Jane held Betty down on the floor of the Quinjet as he glared down at her. The fight had, of course, been over the moment Darcy had brought Betty aboard, she was automatically his the moment she had found herself in his presence, lost to his primordial lust. All that remained was for him to take her. Or for Darcy or Jane to take her if he didn’t happen to feel like it but something was stirring in him. Something new. Betty should be nothing more than a battery to him, something to be used and discarded but he felt something different, something new to him. The need to play. With Jane and Darcy on either side of Betty, holding her down by her shoulders, Ward got on his knees, straddling her lower abdomen. Her eyes stared up at him with a mixture of fear and lust causing him to feel something low in his stomach. The jet was on automatic pilot back to the Hellicarrier leaving him to explore the new disciple that he had allowed her to retain a small portion of her personality, not enough to fight back against his influence but just enough to keep her scared. He looked from Betty to Jane and back again. Perhaps his behavior earlier hadn’t been because of Darcy and her joyous breasts, perhaps it was him. Ward traced his fingertips down from Betty’s jaw to her graceful neck causing her to shudder in a mixture of emotions. He slid his hands down to her slender chest and cupped her small breasts, circling her hard nipples with his thumbs and bringing a shudder from her as she looked around with her tear filled eyes, unsure what was happening to her or why. And it made him painfully ridged with lust. Sinking slowly between Betty’s long legs, Ward slid his prick around the soft, gooey entrance to her hot, wet pussy. She mewled pitifully with pleasure as he teased her, rubbing his soft cock-head across her erect clit and he smiled with glee at controlling her like this. He began rubbing himself up and down her slit, her labia parting around his shaft as she humped up against him, desperate for him to enter her and fuck her to orgasm despite her fear. He felt a strange warmth fill his chest. Something he had never felt before. A sense of accomplishment. He was actually proud of himself for turning this human on so much that she wanted to be fucked by him in spite of the fact he had kidnapped her, stripped her, and teased her body to the point of unwanted orgasm. Ward smiled wickedly, a wide grin, stretched tight across his face to the point he was drooling slightly on Betty’s small tits. She continued rolling her hyper heated cunt against his shaft as he bent down and took a hard nipple between his lips, lashing the hard nub with his tongue, encouraging her to press her slender chest more firmly against his face. He licked between her tits, taking his time to enjoy the taste of her skin before looking up at Darcy’s impressive chest as a new emotion filled him. Regret. He regretted not spending enough time appreciating her chest when he had the chance earlier. But why should he care, he had the rest of the world to explore her abundant tits so why would he regret it? Because she had wanted him to and he refused. “What is happening to me?” he wondered. As his eyes moved from Darcy’s chest to Jane’s ass and back down to Betty’s wide, tear filled eyes, Ward stopped, his body ridged with shock. “What is wrong with me,” he whispered. He sat up on his knees, Betty’s long legs wrapping around his waist and trying to pull him back down. He looked worriedly between all three women before his eyes rested on Jane, perhaps the smartest of the humans here. He opened his telepathic link with her and she obediently looked up at him. “Jane, what do you feel from me?” he asked worriedly. Jane peered at her master for a moment. It was a strange sensation having the master open to her in this way. Humans had an awareness about themselves that they usually just ignored to the point that they forgot about it and she was suddenly aware of herself in a way she hadn’t even realized was possible. But there was also the master and she was aware of him in the exact same way now. “Confusion. Lust. More confusion. A strange sense of accomplishment mixed with some more lust. But mostly anticipation.” It was Jane’s last observation that caught Ward’s attention as he looked down at Betty. “Why would I anticipate fucking this human when she is simply a means to an end?” he wondered aloud. “Yeah, but she’s kinda hot,” Darcy chirped in as she bent down and began sucking on one of Betty’s hard nipples. Ward’s eyes shot open in surprise. “You think I am attracted to this… this… this human?” he gasped. He shot to his feet and stumbled away from the small pile of naked, horny women. “You are all of you tools to me. To be used and discarded,” he mumbled to himself as Jane bent low to join Darcy at Betty’s captive chest. None of the women said anything to him, Jane and Darcy noisily sucking at Betty’s small chest as Betty went from whimpers to moans of pleasure and back again. Collapsing in the seat he had previously tied Darcy in, Ward watched as he was completely ignored by the horny women. He could of course command their attention in any number of ways but the thoughts and emotions currently swirling around in his head made him desire isolation. Isolation was a relatively new concept for him and it, in and of itself, confused him. He did not wish isolation, he wished to rejoin the Ancient Ones, to be part of their great, all consuming presence. Jane began kissing down Betty’s slender body while Darcy sat up on her knees. As Ward sat dumbfounded, Jane slid down between Betty’s long legs, throwing them over her shoulders as she made herself comfortable. Darcy swing one of her thick legs over Betty’s face, straddling her head and began lowering herself down as Betty wrapped her arms around Darcy’s thighs. And Ward sat dumbfounded in his jump seat, his cock soft and uninterested in the three, naked, fucking women. Betty held on firmly to the busty young woman’s thighs and stuck her tongue out to lick her dripping pussy. The voluptuous girl squeaked in pleasure as she began riding her face, rubbing her heated cunt against her mouth while the other strange woman began nuzzling her horny pussy. As Ward watched Jane begin to lick out Betty’s cunt, and Darcy riding Betty’s face, he tried to shake the unwanted thoughts and feelings out of his mind. No, it was not his mind, it was Ward’s. Occupying the human, using the human to infect the other humans to raise power, infecting them all to his will, was infecting him. Betty moaned into the girl’s tasty pussy and the slender woman licked her wet hole. Her body writhed between the two woman who had kidnapped her, their tongues and hands flowing over her naked flesh as she licked one and humped up against the other. They young woman riding her face reached down and began toying with her breasts so she reached up and returned the favor, rolling the young woman’s nipples between her fingers, She gasped out in pleasure when the slender woman circled her tongue with her clit, who pussy gushing in need. Ward’s cock ached in need as it rose up and he watched the three women. He hated the fact that he was reacting to the physical need, to fuck them rather than the desire to consume the energy they were producing but, for now at least, he was only human. He got on his knees next to Jane and she responded to his unspoken command to let him between Betty’s out spread legs. While Jane stood up in front of Darcy and presented her wet pussy to her assistant, he pulled Betty’s legs up on top of his thighs and pressed the tip of his cock at the entrance to her cunt. Ward grunted in pleasure as he slid his cock into Betty’s tight pussy making her groan into Darcy’s gushing cunt and making Darcy groan into Jane’s hot hole and making Jane groan out in pleasure. With Ward’s power flowing through them, all four naked writhing bodies moved in sync. They pressed rubbed, humped and slid against one another in perfect unison, their bodies writhing and rolling like a single organism as they all felt their orgasms quickly beginning to rise. They all came as one, Jane releasing her juices into Darcy’s eagerly lapping mouth, Darcy cumming on Betty’s gasping face, and Ward filling Betty with his thick, hot cum. Their bodies twitched and convulsed in pleasure as they rode out their orgasms, their bodies gleaming in sweat until they collapsed in a sticky heap. Ward stood up and looked down at the post orgasmic heap below him, angry with himself for what he had done. The only comfort he had was that once he had succeeded with his plans, these human, including the one he was wearing, would be dead. —- Pepper swallowed the last of the limo driver’s salty cum as he pulled up at the dock. Wiping her chin with the back of her hand she smiled cheerfully at him and patted his shoulder. “Thanks for the lift,” she said as she got out and closed the door after her. Dressed her her white top and shorts, her long legs scissors gracefully as they carried her up the gang plank and to the main entrance to S.H.I.E.L.D.’s massive Hellicarrier. Rapping the door with her knuckles she called out gleefully, “Knock, knock.” “Hold on,” a muffled voice called out from the other side of the thick, metal door, “This thing is a bitch to rewire.” Waiting patiently, Pepper tapped her foot to the beat of a song, whistling while she waited until the door finally cracked open. “Welcome to the Hellicarrier,” Natasha said as she held to door open for Pepper. Pepper smiled wickedly at Natasha as she stepped in. “Thanks, it’s so nice to be here,” she said before wrapping her arms around the sexy secret agent, molding her body to Natasha and kissing her deeply. They rubbed their bodies together as their tongues wrestled inside their mouths. Clint watched the two women kissing, his cock stirring inside his pants. “As much as I’d like to see where this goes, The Master wants communications and weapons back up before he gets back.” Both women broke the kiss and pouted at Clint. “You are so serious sometimes,” Natasha said. Clint smirked before kissing Natasha deeply, “I didn’t say it wouldn’t happen,” he said before turning his head and kissing Pepper just as deeply, pressing his groin against her hip. He broke the kiss and looked at both red-haired women, “Just think of it as incentive to get everything up quickly,” —– Ward sat glumly in the back of the Quinjet as Jane piloted and Betty gave her directions, both still naked. With nothing else to do, the equally nude Darcy tried to find a music station on the radio. “It’s not that type of radio, Darcy,” Jane said as she rolled her eyes at her assistant. Darcy looked at Jane and then back at the radio. She shrugged her shoulders and then clicked on the comm. “Breaker one-nine, this is D-Lew, come back now.” “Stop fiddling with stuff,” Jane whispered harshly, “You’re embarrassing me.” “But I’m boooored,” Darcy whined just as the flight console began beeping, “I didn’t do it!” For the first time in twenty minutes Ward moved. He walked to the console and looked at the sensor display. “There,” he pointed, “The largest gamma reading besides Betty herself.” Jane leaned over and looked at the display. “It appears so,” she agreed, “And I found it,” Darcy said with pride. Ward rolled his eyes in frustration, perfectly mirroring Jane. “Take us there,” he ordered Jane before heading back to his solitary seat in the back. “We might look a bit less inconspicuous if we put our clothes back on, boss,” Darcy said in her usual chipper manner. The sound of Darcy’s up-beat voiced grated on Ward’s nerves. “Your breasts are perhaps the only things keeping you alive,” he said gruffly. “You’re preaching to the choir, boss-man,” Darcy said nonchalantly. As the Quinjet activated it’s cloak and came in for a landing, Ward briefly thought about exploding the craft and every human inside, including his host, and just starting over. The Quinjet landing changed his mind since he would have to start over again and since he was only moments away from the capture of Bruce Banner and hopefully the key to opening the Tesseract it would serve no purpose other than a momentary sense of… release? The three naked woman walked to the back of the jet and waited patiently for their orders. Ward looked them up and down, his eyes wide with realization. He felt stifled, trapped in this world and body. He was tired of depending on this limited meat suit and the humans to rejoin his people. He wanted to relief of being himself, no, that was wrong. He wanted to be It’s self! It was the first time he had ever wanted something other than to rejoin the Great Old Ones and he didn’t quite know how to handle it. “Master?” Jane asked with trepidation. Ward looked up at the three women and his eyes flashed with orange fire. “Where are we?” Darcy peered out of one of the windows, her fleshy ass up-thrust absentmindedly. “Some scrappy small town in Jersey,” she said as she turned back, “Probably doesn’t even have a Starbucks.” “Is Banner near by?” Ward asked as he stood up and opened the back of the craft. Betty looked wistfully out of the Quinjet. “Sensors place the source of the gamma signal at two blocks over.” Ward stepped out of the back of the Quinjet onto a small, paved street. There couldn’t be more than a few dozen people milling about but it didn’t really matter. It had worked out what It wanted. “Release,” It hissed through Ward’s lips. The orange fire flashed behind Ward’s eyes as It flowed out like green mist through the human’s mouth and nose. It spread It’s self through the streets raising lust in every human It found. Only a few yards from the alley the Quinjet had landed in, Bruce Banner hid behind a trash dumpster. The skinny physicist had heard the approach of the jet’s engines and years of running had immediately triggered a flight response in him, so much better for everyone than the fight response. The engines had fallen silent before he could figure out where the noise had been coming from but that didn’t mean that there wasn’t anyone near-by by looking for him. A life of solitary imprisonment was the best he could hope for if he was captured. Being dissected like a lab rat was the worst. He had to run. At first, the pale, ill-dressed scientist didn’t notice the green cloud as he began trying to sneak out of the alley. It wasn’t until the cloud had started obscuring his vision that he began to take notice but by then it was much to late. There had been times in the past that the always pursuing Army had tried to gas him before he could unleash his darker side but this time it felt different. This time the gas was causing him to hallucinate. He blinked his eyes, trying to clear them of the beautiful vision of Betty walking naked serenely towards him. “It’ll be o.k., Bruce,” Betty said calmly with a warm smile on her face. Her small breasts swayed gently with each step as she walked slowly towards Bruce. She had been there during his first episode after the failed Gamma experiment when his rage and anger had over-taken him and unleashed the monster. She had barely survived the aftermath when the beast who had been Bruce Banner had escaped from the science facility over seen by her father but she had never stopped loving him. Seeing him haven fallen this far down sent a throb through her heart as he skittered around the alley like a wounded animal all because of what they had created that day. Bruce looked half in wide-eyed wonder at Betty as she seemed to glide towards him and half for a escape or a trap or soldiers hoping to kill him before he once again accidentally released the rampaging monster waiting just below his skin, “Betty, you can’t be here,” he whispered in fear that he was finally losing his mind as the green mist enveloped them both. Betty slowly made her way to Bruce, making sure not to startle him, until she was standing in front of him. He stood up straighter to meet her gaze and she softly stroked his cheek. “I’ve missed you,” she said sweetly before leaning forward and kissing him, their lips touching lightly. As she felt him respond she kissed him more firmly, pressing her naked body to his shabbily dressed body and felt him grow erect in his baggy pants. Breaking the kiss, Bruce looked deep into Betty’s eyes. “I’ve missed you too,” he said with an awkward grin. He wrapped his arms around her tentatively, afraid that she’d disappear in his arms but when she remained he smiled wider and kissed her again, their tongues meeting and caressing one another. From his vantage point on the ledge of the roof of the building across from the kissing couple, Ward looked down into the alley. Suddenly his eyes flashed orange as a spike in energy flowed through him. His link with Betty burned with energy as his influence began to spread from her to Banner. “How much energy does that human possess?” he wondered as the energy began to throb through him. Betty could feel Bruce’s erection through his grimy pants. She held herself closer to him and began running her hands up and down his back to the top of his pants. Their kiss became more passionate as she ran her hands around to his front and began unbuttoning his pants. She growled as his hands slid down to her ass and began squeezing her taunt cheeks, pulling her closer to him as he began rubbing himself against her heated groin. She ran her hands under his shirt, caressing his chest as he released her rear and began tearing his shirt off, his chest heaving. Ward’s skin tingled and his uniform began to smoke as the energy coursing through him continued to grow. Orange fire flashed through his eyes as he stared with trance like intensity at the now nearly naked scientist. Kissing down Bruce’s slender chest, Betty pulled his pants down as she got on her knees on the dirty ground. He was already fully erect and she grabbed the base of his throbbing cock as she opened her mouth. She swallowed his long, thin cock completely, his balls resting on her chin as she massaged his cock with her tongue. She bobbed her head back and forth, sucking eagerly on his cock as he moaned above her and wrapped her long, dark hair through his fingers. She held his firm little buttocks to hold him steady as she sucked him hungrily, his hips bucking back and forth uncontrollably. Betty could feel Bruce about to cum, his prick practically vibrating in her mouth as she sucked him deep into her mouth and throat. She heard him groaning almost animalistic as he thrust himself forcefully against her, almost smothering her against his lower abdomen. She began to choke as his already hard cock began to expand in her mouth, cutting off her air. The fire left Ward’s eyes as he stared in shock below him. The skinny scientist suddenly pushed Betty back as his skin started to turn green. His skinny body began to swell, his muscles expanding, his shoulders broadening as his size increased far beyond a normal human’s. His roar echoed through the alley as he stood fully erect at nearly seven feet tall, his chest nearly four feet across, his thighs like oak trees, his fists like wreaking balls. Ward had read the reports but hadn’t truly appreciated what the agents had seen, the Incredible Hulk. For the first time in It’s existence It knew what fear was. It called for help. The rampaging beast called the Hulk roared one last time, his fists clenched in anger before catching sight of the naked Betty sitting flat in her naked ass in front of him. Through the haze of his mind he recognized her and his roar fell silent. “Betty,” he growled simply, still unsure what was going on. His massive green cock throbbed in need and seemed to point directly between the small woman’s spread legs. He smiled momentarily and growled quietly, “Betty. Hulk fuck Betty.” It felt It’s self detaching from Ward as fear flooded the human’s mind like ice water, freezing the body to the spot. It did not know fear, or lust, or despair, It only wanted to return to the Ancient Ones and as It felt It’s self separating from Ward It began to regain control of It’s self. Bonding back with Ward, Ward opened his connection with Jane and Darcy, sending them to the alley to assist Betty as the Hulk stalked nearer to the helpless, naked woman. “Whoa!” Darcy said as she ran into mouth of the dirty alley. Her voice immediately drew the green creature’s attention and she skidded to a halt. Anticipating the master needing them, she and Jane were both completely naked, and the green thing’s face turned from rage at being interrupted to curiosity as the two women approached from the opposite end of the alley. Peering down into the alley, Ward gathered his will and released it into the narrow enclosure. From the energy emanating just from the beast itself he knew that he wasn’t nearly powerful enough yet to take it on. He had chosen Betty to seduce Banner based on their past and now he had no choice but to use her to subdue the creature. She would never be able to satisfy the green behemoth on her own but perhaps with Jane, Darcy, and his own help, they might survive. Betty stood up slowly, careful not to startle the creature. “Bruce, it’s going to be o.k.,” she said calmly. The Hulk looked from Jane and Darcy back to her, his lips splitting into a smile at the sight of her naked before him. She walked up slowly and lovingly grabbed his wrist, careful not to surprise him. She slid her hands up and down his muscular arm and then rested them on his wrist as Jane and Darcy walked around him to stand next to her. Sweat began to break out across Ward’s brow as he concentrated like never before. Since becoming It’s self It had simply unleashed It’s power like a fire hose but now was the first time he had to be delicate. One wrong move and the beast could sense him, kill this host, force him to start over again but this time the heroes would be aware of what he was doing. He channeled his power down to Betty, Jane, and Darcy tightly, like the strings of a marionette, controlling his humans. His biggest fear was now Darcy, in a situation requiring subtly she was a hammer. “So, Bruce, you like big tits?” Darcy asked nonchalantly as she got on her knees. She sat up straight on her knees and held her impressive breasts up, wrapping them around the Hulk’s massive, throbbing cock. With the boldness of Darcy’s actions, Betty pressed her naked body firmly against the Hulk’s massive form and began cooing to him as she stroked his chest. “It’s o.k., Hulk, it’s gonna be.o.k.” she whispered as she glared down at Darcy. “You wanna go a bit easier or we’re gonna have problems.” “What?” Darcy asked with a shrug of her shoulders, “These puppies solve problems, they don’t make ‘em.” She never broke from her rhythm of using her large breasts to jack-off the giant, green goliath. Her large breasts, which usually could nearly envelop a grown man’s head, came up only to the sides of the Hulk’s massive prick as she stroked him up and down. “That’s not the point,” Jane hissed as she looked fearfully up at the glaring face of the Hulk. Darcy rolled her eyes as she continued titty-fucking the massive monster. “The point is he’s obviously a guy and all guys respond the same way to a rack like mine,” she whispered as she continued smirking up at the monster, “Now how ’bout you two give me a hand. Or whatever body part you think will do the job.” Jane and Betty looked at each other from across the Hulk’s massive chest and shrugged. They pulled his large arms around their naked bodies as they pressed themselves more firmly against his body. They looked fearfully up at him and saw a smile slowly break out across his face as he hugged them closer to him. The fact that he could smash them against him even on accident didn’t escape their minds as his hands slowly began tracing up and down their backs. His smile widened even more as a thick finger parted the women’s asses and slipped between their cheeks. Betty and Jane groaned as the Hulk’s fingers began sliding into their moist pussies, their fear of him sliding them up their asses fading as he began sawing his digits deep in and out of their wet holes. Their eyes fluttered as their knees trembled at the sensations the Hulk was giving them. The great beast was using his index fingers to fuck the two women and each finger was easily larger than any cock they had ever taken. The held themselves up on his arms as their legs threatened to give out and their juices flowed out of them, sliding over the behemoth’s hands and dripping onto the dirty ground. Darcy’s pussy throbbed in need as her juices dribbled down the insides of her spread thighs. Her hands were gripped around her massive chest as she used her tits to jack-off the Hulk. She licked around the huge tip of the creature’s cock as it poked up from her cleavage, nearly poking her in the face as the beast began to thrust up between her tits, fucking her breasts. The heat between her legs was driving her crazy with desire but her hands were to busy keeping her alive by keeping the green goliath happy to do anything about it. And there was Betty and Jane, getting off on the Hulk’s fingers as they moaned in lust and pleasure as it finger-banged them. “I’m doing all the work and getting nothing in return on this mission,” she thought to herself. The Hulk’s tongue poked out of the corner of his mouth as he slid his fingers as deep into the two women as he could and grunted. The women cried out as they came, his hands the only thing keeping them from falling to the ground as their bodies spasmed. He grunted again as he thrust his mighty cock up and came, his lime green cum shooting out of the tip of his prick with the force of a fire hose and knocking the human in front of him back onto her ass. “Gah! Ahh! Ugh!” Darcy sputtered as she was covered head to toe in warm, sticky, light green cum. “I so better be getting extra credit for this!” she shouted. Ward’s eyes exploded into orange flame as the Hulk’s energy filled him to the point of bursting. His S.H.I.E.L.D. uniform burned from his skin as he began levitating a foot off the roof, his head thrown back, his arms outstretched, his fists clenched, green mist surrounding his naked body. Suddenly he collapsed onto the roof, scorch marks surround his prone form as he stared blankly up at the sky. “Power,” he hissed with a evil smile in hos face. —– Steve broke the kiss with the horny hack-tivist. “I really don’t think this is what we should be doing, There’s an emergency…” he started before being interrupted as the young woman quickly peeled off her top. Her large tits strained against the cups of her bra as she reached behind her and un-hooked it. Her breasts swelled forward as she removed the flimsy bit of material, her dark nipples hard and pointed. “Keep talking, I’m listening,” Skye said as she tucked her dark hair behind her ears with a devilish grin, “I’m a great multitasker.” “I don’t know what that means…” Steve started before once again being interrupted by the beautiful, dark haired girl as he tried to tear his eyes away from her unencumbered, swaying breasts. In a flash Skye had opened Captain America’s pants and pulled out his throbbing cock. “So you got a sword as well as the shield,” she giggled as she started stroking his prick. “I take it you were frozen stiff then,” she said as she stared at his pole. It may have been the most gorgeous dick she had ever seen and just the feel of it in her hand made her entire body throb in desire. Her horny pussy felt like it was boiling in need as she watched a tiny drop of pre-cum appear on the tip of his cock. Even with a superhero’s prick in her hand, her inquisitive mind was still following the desire to uncover the truth behind every question she had. “So, was everything enhanced by the super-soldier serum?” With no idea on what to say, Steve answered truthfully, “I never really measured.” Suddenly he froze as the beautiful young woman leaned over his lap and licked the tip of his dick. He hissed as she swirled her tongue around him before sucking him into her mouth and quickly bobbing her head up and down. Her tightly stretched lips slid up and down along his length and he could feel her warm, wet tongue lashing his shaft as she swallowed him again and again. “Oh geez,” he groaned as she pulled his meat out of her mouth with a pop. And then in an instant she wrapped her firm, tan breasts around his shaft and began using them to jack him off. “Oh God you taste good, Captain America,” Skye moaned as she licked at the tip of his cock as it poked out from the top of her cleavage. She kept rubbing her silky smooth tits a long his shaft and heard him moan in pleasure which sent a throb of pleasure through her over heated body and smiled to her self in pride. Suddenly she released her firm tits and popped up in her seat, the Captain staring at her in wide-eyed wonder. “So, Captain America, let me welcome you to the twenty-first century,” she giggled before giving him a quick peck on the cheek. “What is going on?” Steve asked helplessly as the young girl began yanking down her pants. In the front seat of the cab, the cabbie readjusted his rear-view mirror to get the best look at the horny couple in the back seat as he went back to masturbating while he drove. —– Tony landed on the dock to the Hellicarrier. “Jarvis, give me a reading,” he said as he began scanning the surrounding area. “There are no signs of any personnel on the dock or the Hellicarrier, sir,” the virtual assistant said, “And all communications appear to be off-line.” Tony walked slowly up the gang plank to the main door on the side of the hull. “Well, since we can’t call…” he said as he knocked on the door. After a few moments the comm on the side of the door clicked on. “Secret S.H.I.E.L.D. Hellicarrier, may I help you?” “Agent Romanoff?” Tony asked in surprise as his suit continued trying to find a way in. “Can I help you with something, Tony?” the double agent asked. “Pepper had some questions and I’m here to get the answers,” Tony said sarcastically while Jarvis began trying to break the encryption on the communications. Agent Romanoff’s voice came over the intercom again, her voice breathless and dripping with innuendo. “Well if you’d just listened to Pepper in the first place, and done as she’d asked, we’d be doing more than talking right now.” “Jarvis, you find me a way in yet,” Tony asked in frustration, making sure to switch off the outside comm first. “I’m afraid the hull is very nearly impregnable above the water line and your weapons systems are not configured for underwater activation,” Jarvis said plainly. “Shit,” Tony said, “Then I’m afraid that I’m going to have to do something I’m going to regret.” “Calling Colonel Thaddeus Ross now, sir,” Jarvis said, anticipating Tony ‘s request. —– “Jane, activate the cloak,” Ward ordered quickly. With his mind connected to Natasha’s he knew that Stark was there after Pepper had failed to infect him and with the connection with Fury he knew who Stark would have no choice but to ask for help. “Bring us in quietly. As soon as we’re close the Hellicarrier will bring us in on remote. Prepare for a quick exit,” he ordered the rest of the occupants. “Darcy, for the last time put your clothes on or I will turn you to dust.” “Sure thing, boss,” Darcy said with a mock salute. The Quinjet landed with barely a whisper and the occupants exited quickly. “Jane and Darcy take Banner down to Slevig’s lab, the Tesseract remains the top priority. Betty, stay with me. We’ll be greeting some guests and you should be of particular help,” he ordered and the directions to the labs immediately appeared in Jane, Darcy, and Bruce’s minds. “Yes, master,” Betty said as a helicopter appeared off in the distance. “Who’s that?” “Our guests.” Iron Man’s external microphones caught the sounds of the approaching helicopter long before anyone could have been capable of hearing it and Tony flew off to meet it. “Ross, it that you?” he asked as he approached the helicopter and hacked into it’s communications. “Stark, this is a secure channel, get off of it,” Colonel Ross ordered as his small crew double checked their weapons. “Agent May, any response from the Hellicarrier?” he asked the pilot. S.H.I.E.L.D. Agent Melinda May checked her comms which were still offline, “No, sir, still no response,” “Keep trying,” Ross said as he looked out of the window and saw Iron Man flying next to the helicopter. “Stark, I said to break off,” he shouted into his microphone. “No can do, Ross,” Tony said with a wave as he got as close to the as possible, “You’re gonna need all the help you can get.” “Dammit, Stark,” Ross bellowed, “This is a military operation!” “Lookin’ for a repeat of Harlem, General?” Tony asked with a jovial tone. Ross’s face went beet-red with anger and his thick mustache twitched. “Harlem is classified, Stark. If you want to help, get on eye on the below deck exits. I don’t want anyone escaping from inside.” “You have information I don’t, General?” Tony asked. “What I know that you don’t could fill that tower you’re building,” Ross grumbled, “Now do what you’re told and let us do our jobs. I’ll fill you in once we’re inside and secure.” “I’m gonna hold you to that, General,” Tony said before flying downwards to below the top deck of the Hellicarrier. As she flew the helicopter closer to the deck Agent May saw two figures standing in full view. “General, we’ve got two people on deck,” she reported back. “Hail them,” Ross ordered before turning back to his infiltration squad. They had been called in the moment the Hellicarrier had gone dark from the local Air force base and were stocked with the latest gear that S.H.I.E.L.D. had and Stark had sold the government but just to be sure, Ross stocked his squad with only non-S.H.I.E.L.D. personnel. “Listen up, we’re going in hot but no one fires until I give the order. As annoying as Fury and S.H.I.E.L.D. are they’re still our boys. If it does come to a fight, make sure you are using the trank bullets but keep in mind that you’re also strapped with live ammo.” Agent May circled the two people on the deck, just out of weapons fire if it came to it. “I got a response,” she reported back to Ross, “They report back as Junior S.H.I.E.L.D. Agent Grant Ward and a civilian, Betty Ross.” Ross’s eyes went wide at the mention of his daughter. “Betty?” he whispered before turning back to Agent May. “Get us down there,” he ordered. Agent Melinda May was the best pilot available who just happened to be S.H.I.E.L.D. but since she had been off on assignment before being called up to join his squad he had no doubt that she was clean of whatever what transpiring on the Hellicarrier. As the helicopter began dipping down to land, Ross turned back to his team. “Right, here’s what we know: It appears we’re up against some kind of Foothold incident. Someone has taken control of the Hellicarrier and it’s up to us to drag S.H.I.E.L.D.’s asses out of the fire. Get ready, I want boots on the ground the moment Agent May gives the clear.” In less than a minute May landed as softly as a feather on the deck. She checked her own sidearm before giving the all clear for the squad to move in. General Ross may had been a blow-hard and a grumpy ass but his boots were the first to hit the deck while she and the troops followed. Ross had no fear as he walked up quickly to his daughter and the junior agent. His eyes crawled over Betty, checking for any obvious injuries and when she appeared to be unharmed he turned to the S.H.I.E.L.D. agent. “Report,” he ordered over the sound of the chopper’s blades. Ward released his power over the crowd as he looked General Ross in the eyes. “There’s been an alien incursion here. An entity came through the Cube and began infecting the personnel,” he said as he tried not to smirk. “S.H.I.E.L.D. and their blasted experiments,” Ross grumbled as the blades of the chopper continued to slow. “And what are you doing here, Betty?” Betty smiled warmly up at her father for the first time in years. “I’m here to help,” she said plainly. Ross’s eyes crawled over his daughter’s slender body again. “Help how?” Betty smirked and stepped closer to her father, the breeze of the helicopter blades blowing her dark hair out. “Like this,” she said breathlessly as she wrapped her arms around her father’s shoulders and kissed him deeply. Nobody in Ross’s squad moved as they watched in stunned silence as the older man began kissing his daughter back. The general slowly wrapped his arms around Betty’s waist and held her to him as their kiss turned more passionate. And as the squad slowly lowered their weapons, Ward walked around the group eyeing them like a shopper picking out fruit. May’s weapon was the last to lower and she was the only one to pay attention to Ward as he circled them. She looked the junior agent in the eye and caught his attention which caused him to smirk at her. “What’s going on?” she asked as sternly as she could while her nipples tightened and her pussy became moist. “You’re the alien.” “That’s right,” Ward said with a confidant smirk as he hooked a finger under the senior agent’s chin to hold her face up, “And you’re mine already.” He bent down and kissed the Asian woman, feeling her body tighten up in a flight or fight response but she quickly loosened and melded her compact body against his. The squad just looked as agent Melinda May, one of the strongest, most unflappable agents in S.H.E.I.L.D. began making out with a complete stranger on the flight deck. It was nearly as strange as watching the incest between General “Thunderbolt” Ross and his daughter. “Um, our orders?” one of the squad asked anybody. Ward slid his hand down to squeeze May’s firm backside as he broke the kiss and looked back at the confused squad of be-spelled soldiers. With a bit more will he could get them to fuck anything or anyone he wanted, even each other but he decided not to waste the energy. “Head inside and find somebody to debrief you,” he said as he caressed May’s taunt ass and she caressed his chest, “Stay away from the labs, I don’t want them interrupted. Also stay away from anybody named Darcy, I don’t want you interrupted.” “Yes, sir,” the squad member said as the entire squad saluted. They stayed in formation as they made their way to the entrance of the interior of the ship, the hatch door opening and taking them all before closing again. “Have I ever told you how much you look like your mother?” Ross said as Betty kissed down his chest and began unbuttoning his uniform. “You mentioned it a couple of times,” Betty said as she pulled her father’s jacket off and began undoing his pants. Ward began kissing May again as he pulled down the zipper of her uniform to reveal her plain, black sports bra. He slid his hand inside the front of her uniform and beneath her bra, squeezing her small, firm tit and running his thumb across her hard nipple causing her to moan into his mouth. Then a odd thought occupied to him. Opening his mind, Ward sent a order to Ross’s squad. “Return.” After a moment the entire squad returned and assembled around the four people. For It, sex was about power, the human body generating enough energy to help It bring the ancient Ones back to this world. Humans weren’t particularly desirable beyond the need for energy, the host had it’s own desire of which It could tap into to bring him and other humans to the sexual heights necessary to generate energy so why Ward felt the sudden need for an audience It didn’t know. As the squad surrounded them, Betty began kissing down her father’s uniform until she was on her knees in front of him. He stroked her hair lovingly as she pulled his hard prick out of his pants and began tugging the base, eliciting a groan from him. “Just like your mother,” Ross said with fatherly appreciation as Betty licked up and down his cock like a ice cream cone. She swirled her tongue around his tip before winking up and him and drawing his cock-head into her warm, wet mouth. He groaned again as she slowly worked her head back and forth, massaging his shaft with her tongue as she sucked him with a hint of a smile at the corners of her mouth. “Such a good little girl,” he said as she continued stroking her hair and rocking his hips slowly. With a small round of applause, the squad whispered back and forth how well Betty was doing on her knees. “Fuck,” May grunted as Ward slipped his hand beneath her bra and slid his thumb over her nipple. Never the passive one at any time she pulled her uniform off her arms letting it dangle from her hips before yanking her sports bra off and baring her small, firm tits to the crowd. The squad all nodded their heads in appreciation of Agent May’s small, well formed breasts as she posed momentarily for them. Ward let the squad get a good eye full of May’s tits before bending forward, squeezing her firm tits and sucking at her hard nipples. She slid her fingers through his short hair and guided him back and forth across her chest as he slid his hands down and gripped her tight ass and heard the crowd quietly cheer him on. Betty pulled her father’s dick out of her mouth and ran it across her face as he smiled down at her. Just when she was about to put it back into her mouth he pulled himself away and lifted her up to her feet. He kissed her deeply as he began pulling her clothes off and she heard the crowd cheer as she stood before them completely naked with her father’s eyes slowly looking her up and down. “You are so beautiful,” Ross told his naked daughter, “Just as beautiful as your mother.” The squad all nodded in agreement even though not a single one of them had ever seen the general’s wife but it didn’t stop Betty from blushing which made her all the more beautiful to Ross. He helped her move down onto the deck on her back and spread her long legs as he climbed between her trembling thighs. His daughter’s little, wet pussy was pink and practically glimmering in the sunlight as he laid down on his stomach and pulled her legs over his shoulders. The squad cheered and gave a thumbs up to Ross as he started licking at Betty’s pussy and as Ward peeled May’s tight uniform down her taunt ass. She quickly stepped out of her uniform and ripped her plain panties off to reveal her wet pussy with a dark strip of pubic hair at the top of her slit. She wrapped one leg around Ward’s head and pulled him close as she braced her hands for balance on the top of his head and drew a round of applause from the horny crowd. Ward immediately grabbed onto her muscular ass to hold her up as he shoved his tongue into her dripping cunt causing her to gasp out in pleasure. Ross slid his tongue into Betty’s wet hole, sliding it in and out before licking up to her clit. He circled her hard, little nub as he held her dewy lips open with his thumbs, circling the entrance to her pussy making her shiver before him. She clamped her thighs around his head, deafening him as she bucked up against his face and came, her hot juices splashing against his mouth and soaking his mustache. “Oh God I’m cumming daddy!” Betty screamed out as her body shook and her thighs trembled around her father’s head. She gripped his hair with one hand while her other hand squeezed her tit and pulled her nipple. As her orgasm began to subside she relaxed back onto the deck and felt her father pull himself out from between her twitching legs. Suddenly his face and dripping mustache were hovering above her and she could feel the tip of his cock pressing slightly against her dripping cunt. “Oh daddy,” she cooed as she wrapped her legs around him and held her hips up. “Fuuuuck…” May stuttered as she rode Ward’s face. She had both hands gripping his head as she humped up against him, his strong hands holding her up by her ass as she ground herself up against her mouth. The small squad were watching her as well as Ross and his daughter, nodding and clapping occasionally as the men serviced the women and she grinned to herself at being such an exhibitionist. Suddenly one of Ward’s fingers slid between her cheeks and pushed slightly into her asshole, surprising her and triggering her orgasm. As May came in his mouth, Ward looked around at the small crowd and saw them cheering him for his technique at making the S.H.I.E.L.D. Agent cum and smiled in pride. He slowly laid her down on the deck and then crawled up between her legs, positioning his prick at the wet entrance to her hot hole. Just as he was about to enter the horny agent he decided that in this position the squad wouldn’t be able to see enough and changed positions. He sat back on his calves and brought May’s tight ass up to sit on top of his thighs and held her legs open by her ankles with his cock pointing straight at her open pussy. With a small nudge he buried himself inside of her to the hilt causing her to shout out in pleasure and drawing applause from the crowd as he started fucking her. Fucking his daughter slow and deep, Ross bent down and kissed her deeply. She kissed him back before pulling his shirt up and over his head so that he could feel her breasts and pointed nipples against him. He worked himself back and forth, long and slow as Betty rocked her hips up to meet his thrusts so he could get as much of his cock inside of her as he could. Already his age was showing, the muscles in his arms quivering and his back starting to ache and he supposed his daughter must have realized it because with a firm squeeze of her long legs she rolled them over until she was on top, her tight cunt never releasing his throbbing prick. Betty moaned deep in her chest as she slowly rode her daddy’s cock. She braced her hands on his chest as she slid up and down his hard shaft, her juices sliding down him and covering his balls. Her small feat of acrobatics drew a small round of applause from the crowd and made her blush in pride as she fucked her father, sliding her dripping cunt up and down his pole. Ward gripped May’s muscular ass tightly as he fucked her hard and deep, her small tits swaying wildly on her chest. Her arms were spread wide, bracing herself against the deck and giving him and the small crowd a perfect view of her splayed body. Ward kept up his hard rhythm, pounding into the sexy secret agent, his balls slapping wetly against her ass-cheeks as the crowd cheered him on. “Prepare yourselves,” he called out as he angled his cock up, rubbing his tip and shaft against her G-spot before angling his hips down and grinding against her clit. As Agent May started to orgasm he pulled himself out of her and stood up with the crowd all fisting their pricks. May looked up as the small crowd and Ward erupted over her, their thick, white cum raining down on her and covering her body, face and hair. Another quick orgasm came over her and her juices spurted out onto the deck as she groaned in pleasure, licking random drops of cum from her lips and smearing more into her tits. Ward looked around at the crowd cheering him and patting him on the back in congratulations and felt a strange sense of pride. “Oh daddy, I’m cumming!” Betty squealed as her naked body seized and her father squeezed her firm tits. The crowd quickly came over and rubbed their sticky cocks across her up-turned face and she immediately opened her mouth to let them shove themselves inside as her father shuddered beneath her and filled her rippling cunt with his thick cum. Ward stared at the crowd from beside May’s writhing body and his feeling of pride turned to something else, connection. He felt connected to the humans I’m a way he hadn’t felt before now. Earlier they had simply been a means to an end and his metaphysical connection had simply been a tool but now it had blossomed into something more. They weren’t simply his servants now, they were his comrades. The feeling confused and unnerved him. —– “Fuck me for America, Captain America,” Skye squealed in delight. She rubbed her firm breasts against Cap’s shield as he held it to his chest and she rode his cock in the back seat of the cab. She raised her body up and down on him, her nipples sizzling with excitement as they slid around the cool metal of his shield. Her juicy pussy made lewd squelching sounds as her juices ran down his shaft and coated his cum filled balls. Steve looked around the cab for something, anything that could help him. Physically his body craved sex but mentally he was himself and being trapped inside of the back of the cab with the overly horny girl made him effectively helpless. It wasn’t something he was used to. And the sex, that too was something he wasn’t used to. His only recourse was to physically restrain the girl which might hurt her so he had to resign himself to being fucked by the hack-tivist, whatever a hack-tivist was. The only thing he knew for sure was that what had ever happened to him back at the gym was happening still and was capable at being transmitted from him to others. And as the cab swerved due to the distracted, masturbating cab driver, the effect was passed by proximity. Skye rolled her hips slowly, rubbing her inflamed clit against Captain America’s groin. She pressed her chest firmly against the cool metal of his shield and shivered in pleasure, keeping still and just enjoying the feel of his prick buried tightly inside her and the feel of the cool metal against her flushed skin. She cooed in pleasure as the cab hit a bump causing her body to jerk as she began lifting herself up and down again, riding Captain America’s thick pole. Steve kept his shield firmly against his chest more for a feeling of security than anything else as the dark haired girl continued to fuck him. “Ah, Miss,” he stammered as the young lady continued to rub her impressive chest against his shield, “I, ah… I hate to bring this up again but, ah… You do realize we’ve all been drugged or something, right?” “Ohhh, such a good drug,” Skye said as she moved her hips a little to allow Captain America’s dick to stretch and fill her pussy at a different angle. The masturbating cabbie looked over his shoulder for a moment before looking back into his rear-view mirror. “Not to interrupt but we’re almost to the docks,” he said helpfully, his eyes darting back and forth between the road and the mirror. Groaning with unwanted pleasure, Steve tried to shift the horny hack-tivist off of his lap. “That’ll be my stop,” he told her as she gripped him tighter with her knees, “I’ve got to… well, got to get dressed.” “Almost… Almost there,” Skye gasped as she thrust herself up and down faster. Captain America’s wonderful cock stroked her G-spot as she rolled her hips, stimulating her clit against his groin and triggered her own orgasm. She held her chest to his shield as her body shuddered in pleasure, her tight cunt gripping the War World II hero’s dick as she rode out her orgasm. She groaned with pleasure from deep in her chest as her eyes rolled back in her head before collapsing forward as her twitching body became to calm. “God bless America,” she said with a chuckle. “Miss, we’re almost there,” Steve pleaded, still confused as to what to do. If only this was a traditional fight and he had an enemy to hit. “I’ve got to get ready,” he said as the cab started to slow. “Alright, alright already,” Skye said with a smirk as she pulled herself off of Captain America’s still stiff cock. “After all of that, are you telling me you didn’t cum?” she asked incredulously. “I’m not saying I’m a pro or anything but you have to admit, that was hot.” “Extra stamina,” Steve said as he tried to clean up and get dressed, “All part of the package I guess.” Skye’s dark eyes went wide and her mouth dropped. “So, ah, how long can you last exactly?” Steve looked over at the curious, mostly naked young woman. “I, ah… well, haven’t really found out yet,” he said with a blush. “Are you telling me I’m the first girl you’ve had sex with since you became Captain America?” Skye asked with wonder. “Seriously, I got Captain America’s cherry!?” Steve couldn’t think of what exactly to say to Skye’s question so he opened the door and leaped out of the car before it came to a full stop. He kept his shield in front of him partly in case there was a attack and partly to hid his erect member. He darted behind some crates assuming that the cab would leave on it’s own as he peeked around a crate. What he saw was Nick Fury and the deputy director, Maria Hill. “Oh wow. Is that Nick Fury?” Skye asked from over Captain America’s shoulder. Spinning around Steve looked at Skye in shock, partly that she had followed him and partly because she was wearing clothes again. “What are you still doing here?” he hissed. “The story isn’t over yet,” she whispered back. “Are those the bad guys? Are you going to storm that ship? Oh my God do they have superpowers?” “They don’t have superpowers, no their not the bad guys, and I’m trying to sneak into the ship, not storm it,” Steve answered before turning back to the dock. “Now find a place to hide and wait for me,” he ordered before passing her a folded slip of paper. “If I’m not back in twenty minutes, call that number and ask for General Ross.” “Roger that, Captain America,” Skye said with a mock salute. She turned to leave and find a better spot before finding her way blocked by none other than Maria Hill wearing a self-assured smirk. “Um… Captain America…?” she sputtered. Sensing something was wrong before he even seeing it, Steve reached behind and grabbed Skye by her arm. Spinning Skye and himself around he came face to face with Hill while Skye squeaked behind him. Turning his head slightly he saw that Fury was now blocking Skye as almost as if the two S.H.E.I.L.D. agent as had known exactly where they had been. “It doesn’t have to turn messy, Cap,” Hill said, showing her hands so that the Captain knew she didn’t have any weapons. Nick ‘s hand shot out and grabbed the dark haired girl by the wrist. “Don’t bother, Hill, neither one has been fully infected,” he said as he pulled the girl to him, “The Master said something in Rogers resisted. Just take him.” Holding the unknown girl by the waist he kissed her deeply and at first she resisted but quickly melded her body to his and began kissing him back. Taking a moment to see that Skye had quickly fallen to whatever had happened to them before turning around to face, Hill, Steve had his fists up, prepared to fight but was once again thrown off guard as she unzipped her uniform to expose her small, firm breasts. As Captain America tried not to ogle Deputy Director Hill’s breasts, Iron Man finished his hands-on inspection of every single hatch and opening around the sides of the Hellicarrier. “What the hell is that,” he muttered as he flew higher to get a better view. “Jarvis, tell what I’m seeing here?” “It appears that whatever was affecting Ms. Potts is affecting those below us on the dock as well as on the flight deck, sir,” The AI said, Tony looked at the information streaming into his eyes from his highly advanced armor. “I’ve got S.H.I.E.L.D. files for most everybody but who’s the blonde beef-cake?” It took Jarvis a moment to zero in on the muscular blonde man currently wrestling with Maria Hill, “It would appear to be Captain Steve Rogers, formally known as Captain America and listed as deceased.” Tony came to a sudden halt in mid-air. “Are you kidding me? S.H.I.E.L.D. found Captain America? My father would be so happy.” Tony stared at the view screen version of the famous soldier before being struck with a idea. “Jarvis, does it look like the Captain is actually fighting against the infected agents?” “Although certain physical changes are most assuredly present in Captain Rogers, it does appear he is in fact not fully infected,” Jarvis said as he continued his scans. Directing his scans back and forth between the dock and the deck, Tony focused his suit on the dock. “Since we haven’t been able to crack the Hellicarrier’s communications, please tell me Cap there has some sort of cell phone or something.” “Affirmative, sir, and I’ve anticipated you request and have already uploaded it to the suit.” “Good boy,” Tony said as he began reading through Captain America’s phone. “Text from Fury. ‘Foothold situation. Possible alien infection. Sex Zombies. Infection spreading. Possibly from a single source.’ Any sign of a alien power source, Jarvis?” “Affirmative, sir. There is a substantial energy source on the deck,” Jarvis said showing a close up of a single agent staring up at Iron Man. “This person appears to be, if not the source, than the most thoroughly infected. Sir, on a biological level this energy appears to be able to alter brain chemistry. This individual could be responsible for Miss Potts’ condition.” “Then let’s go say hi,” Tony said as he aimed his suit down to the flight deck. “Cap’s a little busy right now so send him a text that we’re going in,” Tony said as he unleashed his repulsor blasts at the sneering S.H.I.E.L.D. agent. The moment Stark’s energy blast struck him, Ward’s eyes flashed orange fire standing immobile as the Iron Man landed a few feet from him. The blast dissipated and he stared at the Iron warrior as smoke swirled around him. “Heh, that tickled.” In a blur of motion his fist lashed out striking Iron Man in the chest and sending him sliding back a few feet. “Jarvis, give me a couple of rockets,” Tony said as he raised his fists up and pointed them at the obviously not completely human agent. Slits in his metal gauntlets slid open and two small rockets blasted out aimed squarely at the agent’s chest. The agent casually swatted them to the sides were they exploded harmlessly several yards away. With a small command from Ward, the squad opened fire on Iron Man with everything they had. Still completely naked, Ross and May picked up their side-arms and fired squarely at Iron Man’s chest hoping to damage the arc reactor powered generator. When the squad and Ross’s guns clicked empty, May darted forward, ducking under a half-hazard swing from Iron Man. She knew she’d never be able to stop him by herself with just her side-arm but she didn’t need too, she just needed to put her last bullet where it would do the most good. She threw hits and kicks at Stark’s suit, letting him block her as she used her hands and feet to touch, feel and slide over the nearly impregnable armor. She kept out of his grip knowing that if he got even the lightest hold on her she was done for but then, just as she ducked another swung, she saw the chunk in the armor she had been looking for. May jumped up onto Stark’s shoulder and wrapped her legs around his arm. The metal suit easily held her weight as she leaned across his shoulders and wrapped her arm around his head. She reached out farther with her other arm, her hand just barely reaching the small part in the plates of his shoulder piece. Leaning far back she brought his weight back and he instinctively threw his arms out for balance that the suit made unnecessary and aimed her gun up into his shoulder and fired her last bullet. Knowing that Stark’s armor was made up of several layers she doubted the man inside the armor would be injured but if she was lucky and had aimed right then there was now a small, bullet shaped wedge in the shoulder of his unstoppable armor. She jumped off Iron Man and rolled on the deck, leaping up to her feet right in front of a naked Pepper Potts and Natasha Romanoff. With Stark distracted by the two naked red heads she darted to the side as the two women held hands and smiled warmly at Tony. Before Iron Man could realize what had just happened, Ward unleashed his power on the armored billionaire. His influence filled the Iron Man armor as easily as water filling a pitcher and in something less than an instant Tony Stark was drowning in lust. “Sir, I believe the energy source…”Jarvis started before Tony shut him down. Pepper and Natasha leaned into each other and giggled girlishly as the looked coyly at Tony. Natasha turned to Pepper and stroked her face before kissing her. At first she gave Pepper a quick kiss on the lips, then a slightly longer kiss on the lips and then her tongue broke the seal of Pepper’s mouth and she kissed her deeply. They both leaned into the kiss, chest to chest, their hips pressed together as their hands roamed up and down their backs. Natasha broke the kiss and looked at Tony as she softly rubbed her chest against Pepper’s. “Won’t you join us, Tony?” she asked breathlessly. “Yeah, Tony,” Pepper said as she slid her hand softly over Natasha’s bare hip, “Come out and play with us.” The three seconds it took Tony to get out of his suit felt like an eternity to him but finally he was free. His gray jump suit was tented in the front and he pressed his erection between the two women as they pulled him into their little group. Natasha kissed him first but Pepper kissed him the longest as his hands began running across their naked bodies. Natasha slid her hand around Tony ‘s back while Pepper slid her hand down and gripped his throbbing erection causing him to moan into Pepper’s mouth. Reaching up to Tony ‘s neck, Natasha found the clasp of the jumpsuit and pulled it down before sliding her hand in a squeezing his muscular ass. Pepper slid her hand up Tony ‘s chest and gripped the neck of his jumpsuit and pulled it down to reveal the miniature arc reactor in his chest. Tony slid one hand down to palm Natasha’s thick ass as he slid his other hand up to toy with Pepper’s small breasts causing her to moan into his mouth. The dark haired girl struggled weakly against Fury’s grip on her arms. He waited patiently for her eyes to glaze over and her breathing to become shallow as she began to succumb to the other worldly energies of master. She pressed herself against him, her body writhing against his, her chest pressed against his as she began to slowly grind herself against the erection trapped in his pants. Pulling the top of her uniform down to reveal her small unencumbered breasts, Maria tied the sleeves around her slender waist before trying to kick Cap in the head. He easily blocked her and she swung around and dropped down, her leg lashing out to trip Cap and he easily sidestepped the kick. As she rolled back up to her feet, her small breasts jiggling wildly as she threw herself at him, wrapping her arms around his neck and plunging her tongue into his mouth. Tony groaned as the two naked, horny women got down on their knees, pulling his jumpsuit down to his ankles and releasing his hard cock. Natasha and Pepper each grabbed onto his prick and began firmly tugging on it, wiggling their fingers around his shaft as they twisted their wrists at the tip with each stroke. Each woman began fondling one testicle each as they giggled before kissing each other just above the tip of his prick. They pulled him closer to them and moved the tip of Tony ‘s prick between their lips, continuing their kiss around his velvet head. Fury pushed the unknown girl chest first against some crates, her thick ass out-thrust. He slide his hand up her thigh to her round rear-end, squeezing her pliant flesh through her clothes and causing her to shudder. Suddenly Cap’s shield flew towards him and he quickly ducked as the amazing shield rebounded and flew back towards Cap just as he pushed the topless Maria away from him just before catching it. He gave the girl’s firm tits a quick squeeze good-by before jumping over to help Hill. Maria stumbled back from Cap as he caught his shield and lashed out with his foot to her side, doubling her over enough for him to trip her into falling on her fit ass on the ground. Nick grabbed Cap from behind, grinding his thick erection against Steve’s taunt, muscular ass as he held him. With a jerk, Steve threw his head back, knocking Fury in the nose and caused him to release him and stumble back so Cap could swing out and punch him in his side. Maria scrambled to her knees behind Captain America and grabbed onto the tops of his pants and pulled them down, She wrapped her slender but muscular arms around his waist and grabbed onto his swinging testicles with one hand and the base of his prick with the other as she bit down on one of his muscular ass-cheeks and caused him to grunt out in a bit of pain as she began jerking him off from the rear. He grabbed on to her wrists and with his superior strength forced her arms open until he could step out of her reach with his pants around his thighs and his erect cock bobbing in the air. “Sir, I believe you have been infected,” Jarvis said in the comm device in Tony ‘s ear. “That would be an affirmative, buddy,” Tony groaned as Natasha and Pepper licked up and down the sides of his shaft. Natasha licked down one side of his prick as Pepper swirled her warm tongue around his tip before sucking in the first inch of him. The horny females then switched, neither one losing the rhythm of their hands as they continued fondling his heavy balls. The two females kissed around his cock-head again as they joined hands around his shaft and tugged on his pole. Nick’s foot flashed out but the Star-Spangled superhero side-stepped it easily and kicked him in the thigh causing the Director of S.H.I.E.L.D. to stumble back and fall on his rear. His kick had been a distraction for Maria and he watched as his deputy-director slid like a baseball player between Cap’s spread legs. Skye ran over to the downed agent and bent over him on her knees. “Oh my God, are you okay?” she asked excitedly before recognizing him. “Hey, aren’t you Nick Fury?” she asked before looking up and down his body for injuries and noticing the large tent in his pants. She licked her lips nervously before asking, “Do you, ah… need a hand?” Nick looked at the girl’s impressive chest, her breasts obviously bra-less beneath her top. “I guess you could say that,” he said with a smirk as he took her wrist and placed her hand over the bulge in his pants. As Maria finished her slide between Cap’s legs she reached up and grabbed his stiff prick. Coming up to her knees she twisted her wrist slightly and Steve doubled over to try and protect the most sensitive part of any man’s body. She yanked him down by his prick while she used her free hand to pull her uniform down to just below her knees. She spread her slender thighs flat on the ground, the outsides of her knees nearly touching the ground, and pulled Captain America down on top of her. Steve caught himself with his hands before falling completely flat on top of Maria’s mostly naked body. He could feel her struggling to kick her uniform off from around her lower legs as she tried to pull his prick into her waiting pussy. He had recovered from his surprise at yanking him around by his prick and realized that she couldn’t use her grip to harm him since it was obvious now that whatever was infecting her was passed through sex. He had gotten a dose of the infection through his dream, passed it to Skye and the cabbie through proximity and while it was also obvious that proximity wasn’t enough to completely infect a regular human, he had probably been saved due to the Super-Soldier serum coursing through his veins. “Sir, it’s obvious that you are no longer in control of your actions. I’m now activating protocol 917 and taking control of the Iron Man armor,” Jarvis said with a strange note of authority. Tony quickly pulled out his phone from his jumpsuit and pecked at the keys. “‘Fraid not, buddy,” Tony said as Jarvis deactivated and his armor fell to the ground. Both Pepper and Natasha giggled girlishly before stripping him naked, standing up and rubbing their naked bodies against him like cats. He filled his hands with their silky flesh, firm tits, taunt asses, and wet pussies. Natasha dropped to her knees and inhaled his throbbing prick, deep-throating him in one slurp as Pepper plunged her pink tongue into his mouth. She licked down his body until she was on her knees next to Natasha, tonguing his balls while the sucking secret agent blew him. Nick quickly relieved the young woman of her top as she began unzipping his pants and he gripped and squeezed her jiggling breasts as she pulled his thick meat out of his pants. She stood up long enough to yank her pants down before straddling his groin, her firm, naked body completely exposed except for her sneakers. She slowly slid down his throbbing cock until he was sheathed balls deep inside of her wet, tight cunt, moaning in pleasure above him. As Steve continued wrestling with Hill he could hear moans and groans of pleasure from a few feet off to his side, moans that sounded familiar to him. Out of the corner of his eye he could see Skye enthusiastically riding Fury, her breasts swaying wildly on her chest as Fury held her by her hips. They appeared to have forgotten all about the fight, their only concern was sex and it gave him an idea. Hill had never really attacked him. All of her energy was being spent trying to force him into sex, not subdue him. He looked down at the naked woman and planned his next move carefully. Grabbing her by her wrists and pulling her arms up until her small, pointed breasts were riding high and tight on her chest he whispered, “Sorry about this, ma’am,” before sliding his cock into her hot pussy. Pepper laid down on her back with her slender legs spread wide enough for Natasha to slide in between her thighs. The secret agent kissed her deeply before licking down her body, sucking in her pink nipples before continuing to slide down between her spread thighs. With her thick ass high in the air, Natasha began licking at Pepper’s pussy, causing the woman to gasp out and play with her own small tits. Tony burned the image of Natasha eating out Pepper into his brain before grabbing the S.H.I.E.L.D. agent’s hips and aiming his hard cock at the entrance to her dripping pussy. He slid his cock balls deep into Natasha’s cunt, causing her to moan into Pepper’s pretty, pink pussy as he bottomed out. The three of them quickly found a rhythm, Natasha licking Pepper, Pepper writhing underneath the more experienced spy, and Tony fucking Natasha long slow and deep, the two women’s juices dripping onto the flight deck of the Hellicarrier. Off to the side of Stark, Pepper, and Natasha, Ward’s eyes flashed orange as he smiled wickedly. Stark was now his and as soon as the three humans were done he could use the engineer to help with the Tesseract should Selvig, Banner, and Jane need it. Below him on the dock, Fury and Maria were spreading his influence to Captain America and his companion which caused him to chuckle. He looked down at Melinda wrapped around his leg and then at the squad staring expectantly at her naked body. With his enemies now completely under his control he had nothing to fear and decided to reward his minions for their loyalty. “Satisfy each other,” he ordered. Melinda looked over at the squad as they began stripping, her eyes wide with glee. As Ward turned to make his way he snapped his fingers at Betty and Ross cuddling in post orgasmic bliss. “You two, with me,” he said and they obediently began following him down to the labs. With his feet firmly planted on the ground, Cap raised Maria up and down on his stiff prick letting gravity pull her down and filling her a deeply as humanly possible. He kept a firm hold of her below her thighs, her slender legs spread wide as he thrust up into her with her feet waving wildly in the air. Her naked back was against his chest as he slid her roughly up and down with her hair whipping his face. She yelled out in pleasure as he held her aloft, fucking her as hard and as fast as he could. He kept an eye out for Fury but he was completely distracted by Skye riding him just as enthusiastically as she had ridden him in the cab. Struggling to keep his balance with Hill in his arms he took a step forward. The core of S.H.I.E.L.D. training was teamwork and Melinda took complete advantage of it. One of the squad was on his back on the deck as Melinda slide her tight ass up and down his cock facing away from him. The squad member held her up slightly with his hands pressed against her back while a second square member sat on his knees between their spread legs fucking her wet cunt. With a cock in both her pussy and ass she had her head turned to the side so that a third squad member could fuck her eagerly sucking mouth, his balls slapping wetly against her cheek. Two more squad members sucked at her small tits while another one slid their finger around her inflamed clit. She came over and over again as her slim, muscular body was serviced in every way possible. Both Pepper and Natasha were on their hands and knees next to each other kissing passionately as Tony fucked Pepper from behind. He held onto Pepper’s waist with on hand while his other hand worked between Natasha’s legs fingering her cunt and ass at the same time. He pulled out of Pepper and slid his cock into Natasha’s tight hole, holding on to her waist while fingering Pepper at the same time, causing both women to moan lustfully into each other’s mouths. Nick let the young woman do all the work as he held one of her tits in one hand and a jiggling ass-cheek in the other. Her wet cunt made lewd slurping sounds as she rode him and he could feel her juices sliding down his ball sack to drip onto the dirty ground. Suddenly a boot appeared above his vision before darkness engulfed him. “Sorry, Nick,” Steve said as he readjusted his grip on Maria and tried to keep up his rhythm. He looked down at Skye with an apologetic look on his face. “Hey, I was using that,” Skye whined as she looked up at Captain America and pouted. “That’s kinda the problem,” Cap said as he once again had to readjust the fuck-happy deputy director in his arms. “You wanna go grab my shield?” he asked as he struggled to keep Maria from touching the ground. He watched as Skye stood up on shaky legs and stumbled over to where he had left his shield and then returned. Skye’s eyes lit up as Captain America placed his star-spangled shield on his arm while trying to fuck the other woman in mid-air. “Are we gonna, y’know, do it some more?” she asked excitedly. “That depends on Maria here,” Steve said as he finally let Maria down and pulled his hard prick out of her dripping pussy. “Maria, would like to have… well… y’know, with Skye and me?” He cursed himself in frustration. Attacked by sex addicts or not, already forced to have sex twice already, sure that time was of the essence and needing to make Maria believe he had succumbed to whatever sex spell everybody seemed to have fallen victim too, his early twentieth century morals still wouldn’t let him swear in front of women. Maria took one look at the naked woman and then back down at Cap’s throbbing erection buried inside of her before she got a wolfish grin on her face. “Oh yeah” she practically growled. Steve pushed Skye a little closer to Maria and then nodded up at the gang plank leading up to the entrance to the Hellicarrier. “Don’t you think we’d be more comfortable inside?” he asked hopefully. Maria’s eyes continued darting between Cap’s erect dick and the young woman’s naked body. “Sorry, Cap, not until I’m sure you’re on our side and I’m having trouble reading you right now. It’ll be safer if we go all the way first before I let you in. You understand, right?” Steve was afraid of something like this but unfortunately he had a plan. He placed an arm around Skye’s naked shoulder and pulled the nubile young woman close. “I completely understand. Say, have you met Skye. She writes things on the internet and I bet she’d love a tour and a interview. Isn’t that right, Skye?” He felt guilty about using the young woman like this but she was already infected and he was sure that once he made his way inside he could stop whatever was happening at the source and release everybody from whatever it was that was happening to them. “I would be so, so grateful,” Skye said with a wicked grin as she stepped closer and closer to Maria until their chests were pressed together, her larger breasts enveloping the deputy director’s smaller, firmer tits. She wrapped her arms around the horny agent and kissed her deeply, sliding her tongue into Maria’s mouth and thoroughly exploring it until they were both moaning in pleasure. Maria slid her arms around the young woman’s slender waist and molded her body to her. She broke the kiss and looked from the strange woman and then at Cap. “You’ve talked me into it,” she said breathlessly. “Yea!” Skye squealed excitedly with a small jiggle running through her naked body. She followed the deputy director up the plank with Captain America following behind her. The deputy director’s fingers danced over the small number lock and the door slid open to let them all three in and then latched close behind them. They only made it about fifty feet inside when she and Hill decided they couldn’t wait any longer and fell together in a sweaty heap on the floor. She had no idea how far in they had made it before Captain America disappeared but as Maria’s talented fingers entered her needy pussy she found that she didn’t care. —– Outside the Tesseract lab, Hawkeye groaned in pleasure as Darcy, completely naked and on her knees, worked her large tits up and down his shaft. “Those feel amazing,” he gasped as he stared down at the college student. “Thanks,” Darcy smirked with pride up at the horny superhero, “I got ’em from my mom. Wanna give ’em a ride?” Hawkeye smirked before stripping completely naked as Darcy laid down on her back, her voluminous breasts pulling to her sides due to gravity and their large size. He was somewhat astounded by how little the mountainous orbs moved as he straddled her large chest and she smirked up at him knowingly. “Wow,” he gasped as he grabbed a hold of her soft, firm tits, “These are amazing.” “You don’t have to tell me,” Darcy said as she got comfortable beneath the secret agent, “These puppies are getting me through school.” As Clint wrapped Darcy’s large, silky orbs around his eagerly throbbing shaft he immediately began sliding his cock between them, fucking the cocky college student’s amazing tits. He groaned in pleasure as he squeezed her pale breasts in his hands while pressing them around his shaft and thumbing her erect nipples. “Jesus, these feel amazing,” he moaned again as he slowly began speeding up his thrusts and squeezing her tits harder. “Don’t go falling in love with me,” Darcy smirked as she reached up and squeezed the S.H.I.E.L.D. Agent’s hard, muscular ass, “I’m a free agent.” She was impressed by the tone of Hawkeye’s ass as it clenched and relaxed while he fucked her tits and she enjoyed the feel of him in her hands. She bent her head forward and slid her long, pink tongue out of her mouth, licking the tip of his prick as it thrust up between her tits. The feel of his ass in her hands and his cock sliding along her chest had her pussy gushing with desire and she rubbed her thick thighs together in a desperate need for friction and to ease the desire burning between her legs. Clint squeezed the young woman’s breasts like he was milking a cow, in complete awe at her spectacular tits. He ran his thumbs over her hard nipples, circling the hard nubs as he fucked her firm orbs, moaning in pleasure. “Jesus, I’m about to cum already,” he gasped out as he felt his balls boiling with the need to release. “Not before I get mine,” Darcy gasped with a smirk as she used her hold on the agent’s tight ass to push him off of her chest. He slid down her voluptuous body until he was between her thick thighs and grabbed her ankles while she squealed in delight. He pulled her ankles wide, opening her legs and lifting her soft ass up slightly off of the floor until most of her weight was on her shoulders, her voluminous tits sliding up her chest until she could barely see over the tops of them. Earning his code-name of Hawkeye, Clint slid his aching cock into Darcy’s tight, wet hole with one stroke, burying himself balls deep and causing the college student to cum immediately. Her entire body shook and twitched in pleasure as she came, her massive chest swaying back and forth as she rode out her orgasm, her cunt clenching and rippling along the length of his shaft. Clint held Darcy’s hips up as he worked himself feverishly inside of her, her voluptuous body jiggling with every thrust as she held herself up on her shoulders. She grinned wildly as she let him do all the work, just enjoying the feel of him inside of her, fucking her deep, hitting every mark inside of her body. His cock never missed a stroke, hitting her G-spot with every thrust, his groin sliding over her hard clit, hitting parts of her she didn’t realize she had as he fucked her like a hero. She cooed and groaned in giddy pleasure as she felt her body already rising up for another orgasm. “Oh, fu,u,u,kkkk…” Clint shuddered as he held the young woman to his hips and came, his aching cock releasing inside of her body. He could feel Darcy’s already tight pussy clamping down on his prick as she came with him, her cunt rippling along his shaft, milking him dry as he filled her with his thick, hot seed. “Jesus,” he panted as he felt his cock begin to soften and slowly released his hold on her soft, thick ass, lowering her to the floor. As Darcy regained her strength she giggled up as the panting secret agent and reached up, patting him on his head. “Good boy.” —– As Jane bent over the computer console entering the last of her mathematical figures, Selvig couldn’t help but stare at her tight, upthrust ass. He tried to concentrate on what they were doing, after all, despite the alien infection coursing through him, she was like a daughter to him. He had watched her grow up from a wide-eyed and curious child to the stunning woman that he had mentored and worked with for years. Some how it still seemed wrong to lust after her even now. “Jane, I just wanted to…” he began before being interrupted. “Have you finished with your numbers,” Jane asked wryly with a crooked grin. “Well, yes. Yes, I suppose so,” Selvig muttered. Jane stood up straight and unhooked her tight pants. With absolutely no flourish she simply yanked her slacks down to her knees before bending back down and continuing entering her numbers into the computer. “Just because your numbers are entered doesn’t mean your job is done,” she said dryly but with a wicked smirk. Selvig stared at Jane’s tight, smooth, pale ass for a moment before smiling. “Well, since you’re no longer my student, I suppose it’s okay to follow your instructions now,” he said before bending down behind his former protegee. He ran his older, rough hands across the silky smooth flesh of her heart shaped ass as his dick throbbed painfully in his pants. She paid no attention to him except for the goosebumps he raised across her pale skin and he knew that he was going to have to work for her to show him any acknowledgment and he was sure that he was going to enjoy the challenge. Licking his lips hungrily, Selvig gave a quick kiss to each tight ass-cheek before licking delicately, leaving a small layer of saliva along each side of her ass. He blew lightly across each thin, moist strip and caused Jane to shiver in anticipation and he smiled to himself for his small victory. He lovingly stroked her ass as he licked her skin again, blowing the wet areas dry and he could smell her arousal as she shivered again. He slowly covered her ass with his tongue, staying clear of her pussy and puckered asshole until her whole rear-end was gleaming in the fluorescent light of the lab and she was mewling in pleasure. Holding his former student’s cheeks apart, Selvig kissed her delicate taint and her whole slender body shuddered in pleasure as she moaned. He ran his tongue down over her wet slit, feeling the small bump of her clit with the tip of his tongue before reversing course and licking back up to her tightly puckered ass. He circled her dripping pussy before sliding his tongue past her dewy pussy-lips and into her pussy, spiraling his tongue along and into her tight hole. She began rubbing her pussy up and down his face, slowly humping against his mouth and groaning in need as the older man serviced her and slowly drew her attention away from her computer. “Do it,” Jane finally gasped out in need, “Fuck me. Please fuck me.” “Well, since you’re no longer my student, I suppose it’s okay to follow your instructions,” Selvig said again with a grin as he stood up and unfastened his pants. He pulled his aching cock out and lined his throbbing tip up with the entrance to Jane’s hot pussy before grabbing her slender hips with his hands. He pushed his ridged prick in slowly, letting her velvet walls part slowly around him, her tight pussy gripping him and pulling him in at the same time he was pushing forward until his was balls deep inside of the much younger woman. She moaned in bliss the entire time he was entering her and he felt strangely content at filling Jane’s body with his hard dick. “Fuck me, Eric,” Jane gasped out, “Finally fuck me and make me cum.” She completely ignored the the computer console beneath her, the code needed to unlock the Tesseract only a few lines short of being completed as she rolled her taunt ass back against the hips of the much older man buried inside of her hungry pussy. Selvig pulled himself out slowly until just the tip of his cock remained before slowly sliding back in until his hips were once again pressed against her ass. He began fucking her slowly but deeply, both of them groaning in lust as she rocked herself back and forth against him, fucking him as much as he was fucking her. He held firmly to her slender hips as they both slowly increased their pace, his dangling, cum filled balls swinging back and forth beneath them. He could see Jane bracing herself against the desk as she pushed herself back and forth between him and the cheap work station as his hands once again began crawling over her pale rear-end. Jane hissed as Eric slid his cock downward at a new angle, rubbing her clit as he squeezed her ass, working himself deep inside of her as they both increased the rhythm of their thrusts, desperate to make the other one cum. She wanted him to drive her to orgasm, to feel herself cum because of his cock pushing and shoving himself in her pussy and wanting to feel him release inside of her and fill her cunt with his thick seed. She had known him since she was a child and now it felt like they had spent their entire life building up to this point right here and now. Squeezing and kneading Jane’s tight, taunt, pale ass, Selvig ran the tips of his thumbs down the crack of her cheeks, caressing her puckered rosebud of an asshole and drawing a moan of unmitigated need from her. He ran his thumbs lower to the tight, wet seal created by his cock sliding in and out of her gushing pussy, collecting her warm, slick juices until his thick digits were coated completely. Selvig slid his thumbs back up Jane’s crack, circling her asshole with the tips of his thumbs and then timed the thrusts of his cock entering her tightly clutching pussy. As his pushed his throbbing cock as deep as he could into his former protege’s clutching cunt he shoved both of his thick thumbs as deep as he could into her even tighter ass. She screamed in lust as she came, wrapped around his cock and thumbs, her entire body seizing and clamping down on him as her pussy convulsed around his prick triggering his own orgasm. He flooded her hot hole with his thick cum, his sticky load slipping out between his dick and her pussy, dripping down onto the floor as he held his hips firmly against her twitching body. Both physicists slid bonelessly to ground, Selvig wrapping his arms around Jane as she cuddled against his chest while they got comfortable on the floor. Jane looked up into Eric’s face, sweat dripping down his brow. “Wow, Eric. That was really something,” she panted in spent lust. “I guess I’m pretty spry for an older guy,” Selvig gasped. Jane gave Eric a quick kiss on the cheek as she giggled at his joke. “Just think of all those years we could have been doing this.” “You were just a kid back then,” Selvig said as he held Jane tighter, his hand dangling over her shoulder and lightly caressing her breasts through her top. “Don’t you think that would have made it hotter?” Jane asked as she toyed with Eric’s soft, sticky prick, the computer console blinking above them, waiting for the final codes to be entered. —– Bruce and Ross glared at each other. They had never liked each other even before Bruce’s first transformation into the Hulk. Ross had resented being put in charge of Banner’s experiments to unlock the secrets of the Super Soldier Serum, he was a military man and had despised jockeying a desk much less not knowing the first thing about science. And Bruce had felt stifled under Ross’s ever watchful eye. And when Betty and Bruce had finally admitted that they were dating their dislike had turned to hatred. And as Betty sucked their cocks from on her knees they barely noticed her efforts as they stared daggers at each other. Betty fisted her father’s cock as she bobbed her head sucking on Bruce’s. She ran her tongue along the big vein of Bruce’s prick as she pulled her head back, kissing his tip as the switched to her father. She swirled her tongue around Ross’s tip before drawing it into her mouth and sucking it into her throat while fisting Bruce’s dick. As Betty deep-throated his cock, Ross bent down and caressed one of her soft, firm breasts as he whispered, “Oh Betty, I love you so much.” Bruce scowled at Ross as the older man bent up and grinned wickedly at him. The skinny scientist bent down and grasped the sides of Betty’s head and pulled her off of Ross’s prick, rubbing his own cock along the sides of Betty’s beautiful face before sliding himself into her eager mouth as he gently began fucking her face. Betty moaned lustfully as Bruce slid himself in and out of her mouth while she swirled her tongue around the tip of his prick and held herself still as he fucked her mouth. She lost track of what she was doing and her father’s prick lay forgotten in her hand as she concentrated on Bruce. Ross grabbed Betty’s wrist and began moving her hand up and down his prick but she was paying to much attention to Bruce to do him much good. He scowled down at his daughter for a moment before deciding to change tactics. He pulled his prick from her hand and knelt down beside her and pulled her into his arms. He couldn’t bring himself to kiss her after the skinny scientist’s prick popped out of her mouth so he nuzzled against her slender neck while he caressed one of her small tits with one hand and slid his other hand between her thighs. He rolled her nipple between his fingertips as he began fingering her dripping pussy with his other hand and she moaned in pleasure as she relaxed into his arms. Bruce placed his hands angrily on his hips, his untended cock bobbing up and down in the breeze of the hallway. They had only made it hallway through the Hellicarrier on their way to the lab before a fight broke out between him and Ross and Betty had simply removed her clothes and began sucking them off to stop the argument. And even though the argument was over didn’t mean things were okay between him and Ross and their was no way he was going to let Betty’s father come between them again. Ross smirked with pride at tearing Betty’s attention away from Banner until the failed scientist started getting on his knees on the other side of Betty. He held his daughter more firmly against him, protecting what was his as Banner began shuffling around. He didn’t know what Banner was planning but as usual he was against it on general principle. With Ross on Betty’s side, Bruce moved behind her and slid one of his hands down her graceful back to her heart shaped ass. With her on her knees he could easily slide his finger between her taunt cheeks to her tightly puckered asshole. Ross may have known her longer but he knew her body. The older man’s fingers were buried deep inside of his daughter’s dripping pussy so he knew that he wasn’t getting in there but he didn’t need to, he knew which hole was the more sensitive. He toyed with her ass, causing her to gasp out in surprise as he slowly probed her ass until he managed to slip the tip of his finger in and she moaned out in pleasure, far louder than anything Ross had done to her. Gritting his teeth in frustration, Ross bent down and began licking and sucking at Betty’s breasts causing her to moan out but still not as loud as Banner did. He slid his fingers deeper into his daughter’s dripping cunt and began strumming her clit with his thumb, finally causing her to gasp out in pleasure, louder than what the fallen scientist had done and “Thunderbolt” Ross smiled in satisfaction. Betty began rocking her hips, humping her pussy against her father’s hand while Bruce slid his finger in and out as deep as he could into her ass. He slowly slid a second finger into her tightly clutching rear-end but she was completely taken by what her father was doing to her. Ross had completely taken over her pussy leaving Bruce only one way to go and he already knew that Betty would enjoy every inch of it. He plied his fingers apart, slightly, stretching out Betty’s ass, making her moan as he continued sliding them in and out as he used his free hand to push her forward slightly. Ross’s hand became trapped between his daughter’s thighs as Banner pushed her forward until she was on her hand and knees. He pulled his fingers out of his daughter’s twitching cunt as Banner lifted himself up and shuffled over behind her as the skinny scientist gripped her hips. Banner gave him a quick wink before rocking his hips forward, sliding himself into Betty’s up-thrust ass. By the way his daughter was panting and rocking herself backwards he could tell where Banner was fucking her and taking his daughter away from him. There was no way the old war-horse was going to lose. As Ross began posing Betty, Bruce held her hips tighter, refusing to give her up to her father. The older man started sliding around on the ground, getting on his back and trying to slide under Betty’s slightly rocking body. He had no idea was the military man was doing until it was too late and Ross was laying underneath her. Too late Bruce tried to move Betty away but Ross gripped her around the waist and slid his hard prick along her wet slit until the tip of his prick popped into her wet, drooling cunt. Betty groaned in bliss as her father’s hard prick entered her horny cunt and Bruce continued fucking her ass. She and her father may have had their problems over the years, and she and Bruce had been a doomed romance from the start, but the feel of their cocks pumping in and out of her body was pure pleasure. They began fucking her hard, deeper, a ragged, angry fuck that was rocking her slender body back and forth between them and she could already feel her orgasm beginning to crest, her small breasts jiggling beneath her. “Oh fuck, yes!” she cried out in ecstasy as she was fucked by the two most important men in her life. —– Steve skidded to a halt when he saw a small group of people blocking his way in the hall, his cock still hard and erect, seeming to point at the three people. One of the females was completely naked, the other was wearing combat boots, and the only man was wearing red a red and gold helmet that covered his face and a pair of red and gold armored gloves. “Don’t suppose any of you can point me to the command deck?” he asked trying for levity despite the odd situation. “The command deck isn’t where the action is happening,” the red-haired woman with the boots said. “And if it’s action you’re looking for we are more than happy showing you that,” the completely naked woman with light red hair said as she slid her fingertips across the tops of her breasts and licked her lips enticingly. “No crossing swords,” the man said through the helmet, the armor turning his voice slightly metallic, “And lets do away with the shield as well.” Running his options through his mind, Steve ran over his options, and of course, due to what ever was happening, it always came back to sex. During his studies of the 21st century he had discovered that sex had lost some of it’s mystique when he had been asleep but he had been raised that sex was a big deal and should not be a recreational activity and despite what was happening in his pants he still believed it. And he had never before heard of it being used as a weapon. With no indication of what he was planning, Steve raised his hands slowly with his shield held in his fingertips and then with a blur of motion flung the shield down. It hit the floor, bouncing up and smacking the man just under the chin, dislodging the helmet and sending it’s owner against the wall. The naked man hit the wall with the back of his head before sliding unconscious the the floor. And then predictably the two women rushed him, just as he had planned. Natasha rushed towards Captain America, stopping just out of arms reach before spinning around like a dancer, her firm breasts swinging out opposite her arch, and stopping just behind him. She placed his arms in a lock, arching his back to keep him off balance and distracting him long enough for Pepper to get on her knees in front of him. Pepper pulled Captain America’s sweats down and freed his cock, her mouth watering at the mere sight of the star-spangled shaft. She reached around him and grabbed his ass, amazed at how tight and muscular it felt in her hands, and drew the tip of him into her mouth. Her lips snapped around his the tip as she swirled her tongue around before sucking him fully into her mouth, bobbing her head back and forth, sucking on him as hard as she could, running her tongue along the big vein beneath his shaft. Steve let out a groan that he hoped sounded like it was in pleasure rather than calculated frustration as he was held immobile, at least for now. Holding Captain America required every bit of Natasha’s strength as she rocked back on her feet. Unable to help herself she began rubbing her heated groin against his tight ass and Pepper’s hands, grinding herself against them. She heard him groaning and pressed her chest against his back, rubbing her body against him harder, enjoying the power she held over him and feeling him struggle in her arms. Drooling out of the corners of her mouth as she sucked Captain America’s dick, Pepper moaned with lust at the taste of his cock. She tried to squeeze and knead his ass but it was far too muscular and it excited her even more and she could feel her pussy dripping onto the floor. Her eyes fluttered as she continued to suck him, the tip of his prick sliding down into the top of her throat as she continued sucking him as hard as she could. Starting to rock his hips, Steve groaned out again as he began slowly fucking the light red-haired woman’s mouth. He could feel the redhead behind him rubbing her body against him and knew that both women were not concerned at all with the man unconscious on the floor. He started rubbing back against the woman behind him, once again moaning out in what he hoped sounded like pleasure as he turned back towards her. Natasha slowly relaxed her body as she leaned forward towards Captain America’s face, his mouth slightly open for her. Her lips met his as his tongue slid into her mouth and she moaned in pleasure as she continued humping her heated body against his. With his feet more firmly on the ground he was rubbing back against her, his ass pressed against the top of her thigh as she humped up against his muscular leg, no longer able to reach his ass due to the difference in height. He slid one of his muscular arms out from her lock and began caressing her thick thigh and moaning into her open mouth. Pepper pulled Captain America’s cock out of her mouth and ran her tongue along his shaft from the tip to his base and back up again. She licked back down and tongued his dangling balls, covering them in her warm saliva before licking and sucking her way back up his cock. She gave the throbbing tip a light kiss before sucking it back into her eager mouth and sucking him as hard as she could, her cheeks hollowing as she pulled him into her throat. Steve released his hold of the dark red haired woman’s silky thigh and bought it around to the front of him to hold the back of the other woman’s head. He hated what he was about to do but this was war and he hoped the sounds she was making would cover what he was going to do to her. He rocked his hips forward some more, holding the back of the woman’s head firmly, sliding his cock into her mouth and holding it there, cutting of her air. Thoroughly exploring Captain America’s mouth with her tongue and humping his amazingly developed body had Natasha already on the verge of orgasm. Tony Stark may have been an inventive lover, bordering in avaunt guarde, but this was Captain fucking America and she had to fight off the urge to cum until she felt the all-American hero’s cock buried deep inside of her. She released her hold on him completely, never breaking their kiss, as she reached around him and began pawing his broad chest as he turned into her embrace. Beating weakly against Captain America’s hips as she strangled on is cock, Pepper gurgled weakly around his shaft, completely unheard by Natasha. His hand felt like a vice against the back of her head, trapping her and her eyes began to flutter again except this time it was as her vision began to cloud and her arms began drooping to her sides as unconsciousness over took her. Releasing the head of the woman in front of him, Steve let her fall limply to the floor. He turned more into the other woman before she could notice what he had done. Out of the corner of his eye he could see the unconscious woman breathing and he let loose a sigh of release. War or not the woman was a victim and he refused to let the innocent suffer, even in this bizarre situation. Turning around completely he reached around the other woman, breaking the kiss and gripping her shoulders, he spun her around and pushed her against the near-by wall, her ass thrust out towards him. Natasha gasped out and tried to turn around to protect her from Captain America’s attack but he used his forearm to press her to the wall, her large breasts pressed flat against the cool metal. She felt him lean against her and the worry that he was trying to escape flowed out of her as the felt the tip of his prick nuzzle against her dripping pussy. He wasn’t trying to escape, he was just becoming more dominate. She groaned out in pleasure as his cock slowly entered her, his thick prick parting the tight walls of her cunt, filling and stretching her fully as she pushed herself back against him. Steve sheathed his cock balls deep inside of the horny secret agent until he had her pressed firmly against the wall. Her pussy was hot, wet and tight, nearly making him forget what it was he was supposed to be doing as he began sliding in and out of her. His hands held her wide hips firmly as he fucked her, groaning out in pleasure as the agent rocked herself against him. He shook the lustful thoughts out of his mind, unsure if they were his are because of whatever what going on with all of S.H.I.E.L.D. and concentrated on the mission. Sliding his hands from the agent’s hips to her chest, Steve palmed her spectacular tits, her hard nipples sliding across his palm as he squeezed him. The red haired agent groaned out in pleasure as he fondled her, pushing herself back even more as he slid in and out of her amazing pussy. He held her firmly against him, pressing himself forward against her even as she pressed herself against him, rolling her hips to get him as deeply inside her as she could. By that time he could feel her start to figure out exactly what he was doing. He squeezed her chest as hard as he dared as she struggled against him, his arms keeping her steady and his prick holding her against the wall. She grunted as she struggled, her body weakening as she fought to breath but no matter how hard her sweat slick body moved he kept her trapped in his arms until she started to weaken and slid down on the floor. Checking the agent’s pulse, Steve then walked over to the man he had knocked unconscious in the first place. All three of them were breathing and although he hated leaving an enemy behind on his six, he had nothing to bind them with, all he could do was try to finish the battle before they woke up. Pulling his sweats up to cover his cock dripping with the last woman’s juices, Captain America reclaimed his shield before remembering what the enthralled people had said and then ran down the opposite hall of the command center. The First Avenger kept his shield at the ready as he came to a quite stop at the furthest intersection from where he had fought the three people. He strained his senses to hear around the corners, listening for any sign of the enemy. The halls were nearly silent except for the occasional grunt or moan of pleasure coming from behind closed doors. He concentrated on the sounds until he could block them out one by one until, from beneath the murmurs of pleasure, he heard the murmurs of voices. He moved silently down the hall keeping his back to the wall, listening as the voices grew louder with every his every silent step. Captain America peered around the last T juncture from where the voices were coming from. He had been completely silent, hadn’t made a sound, controlled his breathing, paid attention to each of his foot steps, made sure that his clothes hadn’t rustled against the steel walls. But it had made no difference as suddenly one of the group in the last room turned his head to Cap’s direction and his eyes flashed orange. Relying on instinct, the hero of War World II flung his shield into the room and ran after it, the mighty shield bouncing off the walls, distracting everyone except the one with the flashing orange eyes. Hawkeye took quick aim with his bow and arrow at the large man with the large erection barreling into the room. The shield bounced in front of his face, the string of his bo snapping and momentarily blinding him. A naked Bruce Banner turned from his computer console and looked over at the invading man. “Holy cow! You’re Captain…” he started before the bouncing shield embedded himself into his computer. The sudden explosion of sparks knocked the skinny scientist to the ground and he immediately began rolling around trying to save himself from the shower of exploding computer equipment. The equally naked “Thunderbolt” Ross pulled his nude daughter behind him to shield her from the fiery computer equipment. He began looking for his clothes and his side arm clipped to the belt of his pants. Selvig had put his shirt on before Captain America had launched himself through the door but it was unbuttoned and he yanked the completely naked Jane to the side away from the shield burying itself into Banner’s computer. Jane yelled out from behind him in surprise as a spark began smoldering on his shirt she and began trying to pat it out before it could catch fire. “Oh my God!” Darcy squealed in surprise, completely oblivious to the explosion, “It’s Captain America!” She nearly jumped up and down in excitement, her naked breasts jiggling wildly as she struggled to contain her enthusiasm. “The freak soldier,” Ward murmured, his eyes flashing orange one more time before an energy beam exploded from them towards the running Avenger. Captain America dove to his right, rolling to the ground before leaping up to his feet next to the exploding computer console and his shield. He kicked his shield out of the sparking computer bank at Ross just as the commander came up on his knees with his side arm. The shield knocked the gun from his hand and a spinning back kick from Cap connected to the side of his jaw, knocking him back. As his shield bounced off the nearest wall, Cap grabbed it in mid-air and spun around as Ward unleashed another blast of orange energy from his eyes. Sweat broke out across Captain America’s brow as the heated blast slid off his star-spangled shield. He dove to the side, rolling up onto his feet again before flinging his trusted weapon at the agent’s head. The beam winked out as the possessed junior agent leaped out of the way towards the only servant he had left that wasn’t recovering from hero’s attack, Darcy. Ward unleashed another energy blast at Captain America before shoving the naked Darcy forward. She squeaked out in surprise as Cap ducked the blast but received a face full of the college student’s amazing chest. “Selvig, open the door!” Ward shouted and the older man immediately began punching random buttons from his crouched place on the floor until the door to the Tesseract room slid open. Unleashing another energy blast at the computer console, Ward leaped into the lab, as the console exploded, Selvig barely pulling his hand back in time, and the door closed and locked behind him. Darcy’s hands were stuffed inside of Cap’s sweats, possessively grabbing his cock as he struggled to get free. “Come to momma,” she grinned wildly as she tugged on the incredibly hot superhero’s thick, hard tool. “Sorry, ma’am,” the star-spangled Avenger said as he grabbed the young woman’s wrists and twisted them gingerly to release his prick. He managed to free himself and pushed the struggling, horny girl away on top of the older man and woman on the ground next to the sparking computer that the junior agent had destroyed. He ran to the locked door to the lab and smashed it with his shield and then looked as only a small crack appeared and glared at it in frustration before unloading a barrage of blows against it. Ward could barely hear the strikes Captain America was pummeling the door with as he turned around and smirked at the star-spangled avenger. He held his arms open, mocking the Captain’s attempts to enter, his eyes glowing orange. Every single person in the Hellicarrier was under his control except for Captain America and even he was infected to a small degree. He had won, and for some reason, a strange reason he couldn’t name, it was now important to him for the captain to realize it, to know he was bested, to know that Ward had won. “Your world is ending, Captain,” It said without moving Ward’s mouth, the lights dimming as It began using Banner’s gamma radiation to gather It’s power. —– Happy held onto Natalie’s muscular ass as she rode his hard cock. As Tony Stark’s personal body guard he wasn’t quite up to his boss’s interactions with S.H.I.E.L.D. over the last few years and the last time he had seen the Black Widow she had been known as Natalie Roman, Tony’s personal assistant and his boss had forgotten to update her security dossier. Rhodie held onto the sides of Natalie’s head as he slid his hard cock in and out of her talented mouth. He used the tip of his prick to explore her moist, talented mouth as he fucked her sexy face, her red hair matted to her head as she sucked him deep into the back of her throat. He had never had much to do with Tony’s old assistant, all he knew was that she hadn’t stuck around for very long and had a killer body. Natasha slid her mouth off of Rhodie’s cock and jerked the base of him as she looked up at him from over the tip of his prick. “Fuck my ass,” she ordered with a smirk before giving his cock-head a quick kiss. She had woken up with both men already hard and inside of her, molesting her unconscious body, using her for their own needs as Pepper and Tony lay only feet away and still unconscious. As she had come to she eagerly began fucking back the two men, still unsure who they were since she hadn’t gotten a good look at their faces yet but she really didn’t care right now, they were hard and that was all she really needed to know. Sliding his hands up to Natalie’s impressive chest, Happy groaned in pleasure as he squeezed her firm tits and slid his thumbs over her hard nipples, the tip of his tongue poking out of the corner of his mouth. She was, without a doubt, the hottest woman he had ever fucked and he burned the site of her naked body into his mind as she continued sliding up and down his hard pole. Shuffling behind the pistoning personal assistant, Rhodie got down on his knees behind Natalie and placed his hand between her shoulder blades, pushing her forward slightly. He placed the tip of his prick at the entrance to her small, puckered asshole and pressed himself forward, the mixture of her saliva and sweat letting him press his cock-head just past the ring of muscle as he grunted in pleasure. Bracing herself against Happy’s chest, Natasha groaned lustfully as Rhodie pushed himself into her ass. She rolled her hips back, letting him slide in another inch causing her to moan out in pleasure as he slowly filled her, her eyes rolling back in her head in bliss. Suddenly she felt a small pressure at the base of her spine like a pinprick. She suddenly imagined herself as a balloon, the air rushing out of her, deflating her. Suddenly Happy, Rhodie, and Natalie all relaxed against each other, their lives flowing out of them, down the halls, joining the life forces of everyone on the Hellicarrier, and spiraling into the Tesseract lab. —– “Fuck yessss,” Maria hissed out through gritted teeth, “Finally.” She braced her arms against Nick’s desk as he gripped her slender hips tightly, pushing his thick cock into her tightly clenched ass. His hard prick slowly parted the tight ring of muscle of her ass, delving deep inside of her as sweat dripped down her body, sprinkling down onto the shiny top of his desk, staining the various papers on top. “’Bout fucking time,” Nick growled as he sheathed himself balls deep in Maria’s muscular body, his cum filled balls resting on her sticky pussy-lips. He began working himself in and out of her as she began rocking herself back and forth, her small tits dangling below her. He slid his hands up underneath her chest, gripping her breasts as her ass began slapping wetly against his lower abdomen. Maria could feel her juices dripping down the insides of her thighs as she reached beneath her legs, sliding two fingers into her sopping cunt while thumbing her sizzling clit. “Yes, yes, yes,” she started chanting in pleasure as her and Nick’s body’s slapped together faster, echoing through his office. Her fingers blurred as she finger-banged her cunt, her juices covering her hands and covering her supervisor’s balls as they slapped wetly against her. Suddenly Nick’s eye began rolling back in his head as he let out a groan of pleasure. His body slumped forward on top of Maria’s as she shuddered weakly below him, collapsing onto his desk. Both unconsciously S.H.I.E.L.D. agents slid bonelessly to the floor as their life energies flowed out of their bodies to join the rest the Hellicarrier personal flowing towards the Tesseract lab. —– Captain America stopped trying to beat his way into the inner lab as the junior agent stared at him blankly. He didn’t really have much in the way of a scientific background, except when Howard Stark would start babbling, but from what he could tell whatever was causing the agent to act like he was, was now flowing out of him in a stream of orange light and green smoke. The light and smoke was flowing around the Tesseract, the same cube that the Red Skull had been using back in the war and that automatically meant that whatever was happening couldn’t possibly be good. The cube started glowing brighter, the blue light of the cube eclipsing the orange light and green smoke. Green. Looking back around the room, Cap noted all the naked personnel and one person in particular. He walked over to the naked, huddling scientist and pulled him up by his arm. “Sorry about this Doctor Banner,” he said before shoving the skinny, frightened scientist against the sparking console he had destroyed earlier. Based on Fury’s files, Cap backed up against the door to the Tesseract and waited as Banner screamed in pain. The effect was almost immediate. Suddenly the scientist’s eyes flashed green as he stared at Cap with a look of fury and intensity that immediately had him second guessing his plan. A growl erupted from Banner as his muscles began to swell, his entire body enlarging and Cap prepared himself, holding his shield in front of him. As Banner’s body continued to swell his skin began to turn green as he stood up and faced Captain America totally without fear. The Hulk stared in fury at the man that had hurt him. He inhaled deeply, his chest swelling to twice it’s normal size as he roared, “Hulk Smash!” The Incredible Hulk swung a massive fist at Captain America… …Captain America leapt out of the way a fraction of a second before the Hulk’s fist smashed into the door, bulking the frame. The Hulk swung his fist around to where Cap had rolled to his feet and missed as the smaller man jumped up and kicked off the wall… …And Hulk smashed the worthless wall with a simple back handed blow. He looked for the puny human and found him crouched low on the opposite side of the room. Hulk grabbed the rubble of the wall and threw it at the small man but the tricky human jumped out of the way again, landing on the small metal plate next to the wall where he had first stood. And then the puny man just stood there… …Cap stood waiting in front of the nearly destroyed door, waiting for the angry beast to strike out again but the Hulk just stared at him. The great green beast wasn’t known for it’s intelligence but even it had figured out the Captain’s plan and refused to act. Cap had to get him to take care of the door before it was to late. Whatever the possessed agent’s plan was, the First Avenger had no doubt he was nearly at the end. He had to get the Hulk to move. What did he know about the Hulk? What was in Fury’s files? “Hey, Hulk,” he said as he stood up in what he hoped was a relaxed pose while still holding his shield up, “Wanna meet the guy that’s trying to take Betty from you?” The Hulk turned to glare at the naked Ross trying to protect the naked Betty with his body. “Not there,” Cap said drawing the Hulk’s attention, “The guy behind me.” Cap pointed with his thumb behind him at the junior S.H.I.E.L.D. agent, “Remember what he did, Hulk? Remember what he did to Betty?” The Hulk tried to remember through the haze of Banner’s memories at everything that had happened. Happened to Betty. All the things that puny Banner and the other puny human had done to and with Betty. His Betty. They had touched his Betty. “Puny human touch Betty. Hulk touch puny human!” the green goliath yelled in fury as it rushed forward… …Cap rolled to the side, the rush of air from the Hulk’s swing carrying him across the room. The green beast’s fists pounded against the door, buckling it and letting him grab it and throw it to the side. Cap held up his shield, deflecting the door away from him and the other victims as the raging breast ripped open the door frame to give him enough room to step in destroying the equipment. The possessed agent crumpled to floor just as the Hulk reached him, the light and smoke mixing and flowing into the Tesseract. The bright glare of the cube flashed out, blinding everyone and pushing the Hulk back before dissipating totally. Hulk glared hatefully down at the human as his vision cleared. “You touch Betty, Hulk touch you,” the green goliath mumbled as he grabbed the puny human and lifted him up. “Oh my God! Hulk, no!” Cap yelled out as the unstoppable rage monster tore off the unconscious S.H.I.E.L.D. agent’s uniform. —– The light blinded It. The noise was deafening to It. It’s scream fell behind It as It flew through space. It screamed in fear before It realized that It had nothing to fear. It had no eyes to see so there was no light to blind It. It had no ears so there was nothing to deafen It. It had no mouth to scream. It was of the Old Ones, the Ones that created fear so there was nothing to fear now. It realized that It no longer had a body, Ward was gone. It floated as a green mist, orange light flowing through It’s self. The asteroid held atmosphere which It found strange. It was on a rock in space, there should be nothing but the cold vacuum of space. It was aware of two entities approaching, the energies inside of them far greater than any other it had encountered except, perhaps, the Hulk. “Hoy! It appears you were correct,” the more human of the pair said. He stood over six feet tall with shoulder length black hair wearing green robes underneath gold armor. “And what might this be?” he asked as he pointed a golden scepter with a glowing blue stone at the tip at It. The other being hissed. It wore purple robes over it’s pale, mottled flesh with a gold mask covering it’s eyes as it pointed a six fingered hand at It. “Hold yourself, passenger. What brings you here?” it growled. It hovered silently, drawing It’s self tighter to make a small target and also to attack quicker, It’s orange light flaring through It’s undulating form. It studied the entities, power coming through the golden scepter, power it could use. “It seeks power,” the other being said through it’s clenched teeth, “It seeks great power, Loki.” “And what brings it here?” Loki said with a wicked smirk, using a bit of will to make his scepter glow with it’s strange, alien force. If the strange, green, mist was searching for power it had certainly come to the right asteroid. Between the scepter, the stone set in the scepter, and the one who gave the scepter to him, there was an abundance of power right here on this little asteroid. “And what makes it think we have power for it?” he said, practically giggling with malicious glee, “Perhaps we can help it?” The other being studied the green mist as it began flowing towards them. Within only moments it could already tell what the strange being was. “It’s plans are concurrent to our master’s…” it started. “Your master,” Loki sneered under his breath. “Do not mock the one who placed the scepter in your hand!” the other being chided the god of mischief before turning back to the green mist. “Take care of this… Whatever it is, Loki. The master bestowed the stone to you for a reason. Use it,” he hissed. “Oh very well,” Loki said with a wolfish grin, pointing his shaft at the rolling mist and concentrating. His brow furrowed for a moment, the spear was new and of a different magic than he was use to but luckily, thanks to his studies, he was soon becoming it’s master. Crystal blue light coalesced behind the new being, a portal opening, drawing the mist back into it as if water down the drain. It tried to scream as it was pulled particle by particle into the rift, the human looking entity sneering at him the whole time. As the last of It’s essence was pulled through he portal It seethed in hatred for all humans. How could an entire species be so unified in trying to stop It from joining It’s master? As the portal closed Loki slung the scepter over his shoulder and smirked at his companion. The companion stared silently at Loki as the godling mocked him. “I suppose you wish me to tell you ‘good job’ and give you some kind of treat for barely being able to open a simple portal,” he hissed. “I don’t think a bit of congratulations would be remiss,” Loki said, trying to suppress a self-satisfied chuckle. “If it cost you so much to open even this small a portal, how do you think you will be able to open a larger one on Earth,” he growled. “Aw, my friend, you worry too much,” Loki chuckled. “And you worry too little,” the other snapped, “The only ones who are taking the master’s tasks to heart are his daughters!” “And how is their training going?” Loki asked conversationally. “I’m anxious to hear about this Orb they are supposed to be procuring.” The other stood silently for a moment before turning and walking away from the Asgardian. “Worry about your own plan, godling, and let the daughters of Thanos worry about theirs,” he growled with menace. Loki smirked at the retreating back of Thanos’ chief lieutenant as he stalked away to check on the progress of his lord’s daughters. As Loki smirked after the stalking figure, Thanos’ daughter, Nebula, flung her long leg around through the air towards her adopted sister’s head. Her black eyes twinkled with malicious glee as Gamora ducked her kick like expected and she swung her long leg down low in and arch, sweeping her sisters legs out from behind her. Nebula’s bald, blue head gleamed in the dark light of space as she stood up straight and peered down on Gamora with a wicked smirk on her face. With her hands on her slender hips, her slight chest heaving, she gloated at her fallen opponent. “You’re too slow, sister,” she chuckled. From her place on the ground the green skinned Gamora looked up at her sister, shaking her long, dark hair out of her eyes. Her slender chest heaved with exertion as she noticed Nebula’s purple tunic was slightly askew and tired to keep a self-satisfied smirk off of her face. “And you gloat to much,” she panted as she kicked out a long leg at her sisters belt. The heel of her boot caught Nebula’s belt buckle, twisting her pants ever so slightly, drawing them up tight around her thighs. She followed the first kick with a second as her sister doubled over, the heel of her other boot connecting with her sister’s jaw and knocking her back. Nebula grunted in pain as she fell on her tight ass, her legs kicking out trying to get her farther back to recover before Gamora’s second attack but her pants kept her shapely legs from moving to far. As Gamora leapt up up, her fist high, Nebula quickly hit the buckle of her pants and kicked out, pushing herself back across the dirty ground and sliding out of her pants. Her sister’s green fist landed on her now empty empty pants as she rolled to her feet now wearing only her purple top, black underwear and black, knee-high boots. Gamora rolled to her side, barely dodging Nebula’s fist, rolling to feet and spinning around to meet her sister. Nebula’s blue fist connected with her cheek as her adopted sister’s other hand gripped the back of her black top. As Nebula began tugging her back, Gammora released the buttons of her top, leaving it in her sister’s cybernetic fist as she lunged forward out of her grip wearing her black sports bra and tight, black pants. She quickly turned as Nebula flung her top at her, momentarily blinding her as it wrapped around her head. “Never thinking ahead,” Nebula sneered as she punched her sister in the stomach, bending her over and knocking her breath from her. She gripped Gamora by her hair and kneed her in the face before flinging her back onto the ground. “Father will never let you lead Ronin’s troops, sister,” she said before stalking forward, her long, bare legs scissoring back and forth. Her chest heaving, pressing her small, firm breasts against her bra, Gamora left her top wrapped around her head letting her sister think she was blind. She was blind with her eyes covered but she had more than just her sight that could “see”, she could also hear. The sounds around her painted her a picture of Nebula moving towards her and when she was close enough she kicked out, connecting with her adopted sister’s stomach. As her sister grunted in pain she zeroed in on her grunt of pain and rush of air as she lost her breath and her other leg swept out knocking Nebula to her ass. Nebula quickly tried to roll to her side but Gamora was quicker than her, flinging her top off and spinning to her side. She rolled forward, landing on to of her sister and headbutting Nebula, wrapping her legs around her sister’s waist and pinning her to the ground. She wrapped her arms around Gamora’s waist, trying to find a grip on her green skinned sister as they struggled. She gripped her sisters bra, yanking her up as Gamora’s fists rained down on her and as she tried to roll to the side, Gamora lurched and grabbed Nebula’s top to try and stop herself. Gamora lurched to one side as Nebula rolled to the other leaving her top in her sister’s hands but taking her sister’s bra with her. Both women quickly came to their feet, Nebula wearing only her matching black bra and panties with her boots, Gamora completely topless. Their chests heaved, Nebula’s smaller breasts stretching her bra while Gamora’s unencumbered breasts rose and fell with each panting breath capped with dark pink nipples. “You paint such an intimidating picture, sister,” Nebula smirked, “I’m sure Ronin would prefer your presence now over mine.” “I’ll show you intimidation,” Gamora growled as she lunged forward and grabbed the strap between the cups of Nebula’s bra. She yanked back with her hand as she kicked forward, catching her sister’s shin and sending her stumbling back now completely topless. Nebula looked down at her small, firm, blue, exposed breasts. Her look of shock changed to anger as she looked back at Gamora holding her top leaving her only in her panties and boots, her dark blue nipples hard with the excitement of battle. “Missing something, dear sister?” Gamora asked with a smirk as she casually tossed Nebula’s bra over her shoulder. With a cry of anger Nebula lunged forward, tackling her sister to the ground, rolling her over until she was straddling Gamora’s slender thighs. She frantically began tearing at her adopted sister’s pants as Gamora struggled beneath her, their firm, small breasts jiggling wildly. As Gamora continued struggling against her, Nebula reached up from her pants to her chest and gripped her small breasts, squeezing them roughly. Gamora cried out in pain as Nebula attacked her breasts, her sensitive nipples scrapping against her sister’s palms. Her hands automatically went up to protect her chest allowing Nebula to reach down and rip the front of her pants off. She screamed out in frustration and kicked out with her legs, knocking her sister off balance and allowing her to roll out from under her. She quickly yanked off her pants leaving her now only in her panties and ankle high boots. As Gamora took the opportunity to get out of her pants, Nebula once again jumped on top of her landing on her bare back, her panty covered crotch resting on her sister’s muscular ass. With one arm she reached under her sister’s neck, chocking her and pulling her head and chest up off the ground, riding her like a beast. “I serve our father and will serve his plans with Ronin,” she chuckled as she strangled her sister. Struggling against her sister’s choke-hold, Gamora’s vision began to dim. She began bucking up against her sister trying to knock her off and rubbing her ass against Namora’s crotch. She reached behind her, her hands gliding over her adopted sister’s slender thighs to her hips. She gripped the elastic of her sister’s panties and yanked them up, pulling them painfully tight against her heated pussy and between her taunt ass-cheeks. As Nebula cried out, Gamora managed to roll over onto her back breaking the choke-hold and taking a deep breath, her vision swirling. “You celestial bitch!” Nebula spat before punching Gamora in the face. Angrily she reached down between their bodies, shoving her hand into her sister’s panties and roughly shoved two fingers into Gamora’s tight cunt. “And how does that feel,” she growled as she pushed her fingers as deep into her sister as she could. Gamora gasped as her adopted sister began to roughly finger her, sliding her fingers along her G-spot and rubbing her thumb against her clit. Her hips bucking uncontrollably against Nebula’s hand as the blue skinned woman quickly caused her pussy to begin to wet. She closed her eyes in concentration as she brought her arm up between them, holding her forearm against her sister’s chest before violently shoving her back. She shuddered as Nebula’s fingers slipped out of her, her breathing raged as she glared at her sister. “What in the name of Thanos was that?” she gasped in surprise. Nebula smirked at her shocked sister. “Oh please, Gamora,” she sneered as she stripped completely naked, “Do you really think I’m going to fight fair against an assassin?” She wiggled her tongue at her green skinned adopted sister, watching as her jaw dropped open in shock as the being called The Most Dangerous Woman in the Universe realized what she was talking about. When Nebula realized how distracted her sister was she leapt forward, tackling her to the ground. Struggling fitfully, Gamora tried to fight back against her domineering sister. She had expected Nebula to attack her physically but realized to late that the blue skinned woman was stripping her of whatever clothing she had left. To late she realized that now she was completely naked, her body completely vulnerable to the adopted daughter of Thanos. Nebula had been right, Gamora was more than ready for any physical fight but she was unprepared to be attacked sexually by her sister. Sneering evilly, Nebula flipped Gamora over onto her stomach, smashing her head into the ground and stunning her. She slid down her sister’s naked body until her face was nuzzled waist Gamora’s green, taunt ass. She wrapped her arms around her sister’s toned thighs, trapping her, her arms curling around her adopted sister’s legs, her hands gripping Gamora’s muscular cheeks. She parted her sister’s ass and drove her tongue into Gamora’s tiny, puckered ass. She thrust her tongue in an out like a tiny cock, fucking Gamora’s ass as she kneaded her taunt cheeks. Gamora groaned in lust at the sensations coursing through her dazed body. She automatically rocked her hips back, unknowingly helping her sister to violate her ass. Her dark pink nipples scrapped against the cold, rough ground sending waves of sizzling pleasure shooting through her lust wracked body. Her hands curled into fists as she moaned into the dirt, gasping as she rocked her body back against the wet tongue burrowing into her ass, desperate to feel more, to ride the sensations to orgasm. When Nebula slid her finger into her ass it knocked her out of her dazed experience and she suddenly realized she was being raped into submission by her sister. Nebula laughed evilly into Gamora’s dripping pussy as she shoved her tongue in and out of her sister’s drooling cunt while finger-fucking her ass. She felt Gamora writhing against her and realized that her adopted sister was coming to. She rolled to the side just as her green skinned sister bucked back, hoping to knock her off balance but she was already on her feet as Gamora struggled to rise. As her sister rolled onto her back she leapt at her again, landing on too of her and pinning her to the ground. Gasping out in pain as Nebula pinned her down with her blue skinned arm pressed against her green skinned throat. She struggled as her sister slid her leg between her thighs, rubbing up against her vulnerable pussy. She peered up at Nebula grinning evilly down at her as she rocked her body on top of her, chest to chest, breasts to breasts, hip to hip while sliding her thigh against her pussy. Nebula couldn’t help but cackle in glee as her sister was forcibly pleasured by her. She continued rubbing her thigh against Gamora’s wet pussy and cackled even louder as she felt her adopted sister began rubbing herself up, humping her leg like a horny pet. Her own breasts throbbed pleasurably as she slid them against Gamora, their hard nipples sliding against one another’s as she rocked her body against Thanos’ other daughter. She thrust her face down, kissing Gamora, thrusting her tongue into her sister’s gasping mouth, moaning in wicked delight as she felt the green skinned woman surrendering beneath her. F- f- f- for fa- fa- fa- father’s sake…” Gamora gasped as she unconsciously wrapped her arms around her sister’s body, rubbing herself against her as she wrapped her toned legs against Nebula’s thigh, “I, I, I’m cum… cum… cumming!” She squeezed her thighs around Nebula’s leg as she came, her juices gushing out of her over-heated pussy. Her body shuddered in pleasure as her thoughts sank in despair of the sound of Nebula laughing victoriously above her. Forcing herself out of Gamora’s sticky embrace, Nebula sat up on her knees, straddling her sister’s twitching body. “I win,” she cackled triumphantly before sliding up her adopted sister’s prone, sweaty body until she was straddling her head. She grabbed a fist full of Gammora’s long, dark hair and yanked her face up between her thighs. “Lick,” she ordered before forcibly humping her green skinned sister’s face. She didn’t really expect the second of Thanos’ daughters to comply, she had already won after all. Holding Gamora by the hair she slid her sodden, blue tinged pussy against Gamora’s face, using her to cum. Her body seized in pleasure as she came, flooding her sister’s face, forcing her to gasp and sputter. “I win,” Nebula sneered down at Gamora. —– Selvig held the sides of Jane’s head firmly as he fucked her mouth. His shaft slid wetly across her lips as her tongue lashed his cock with every thrust of his cock. His hips bucked uncontrollably as he came, his thick seed filling her talented mouth as she easily swallowed every drop. He stumbled backwards a couple of steps, his soft cock slipping out of her mouth with a wet pop. “Hope you’re not done, Erik,” Jane said with a coy smile from her knees. “Just… just give me… give me a moment,” Selvig panted. A naked Clint saddled up next to the kneeling woman. “Care if I cut in, Doc?” he asked as the naked woman began sliding her hands up the S.H.E.I.L.D. agent’s naked thighs towards his naked groin. “Not… not at all,” Selvig gasped. As Hawkeye began kneeling down on the floor the older scientist looked around at the destroyed room. The Hulk had shrunk down into Bruce Banner after the Green Goliath had violating the S.H.I.E.L.D. agent and the skinny scientist was being seen to by a willowy, similarly naked woman. Selvig tried to shake the cobwebs out of his brain as he struggled to remember what had happened to him. To everyone. “Doctor, are you okay?” Steve asked the older, pantiless scientist. “I’m… I’m not sure…” Selvig answered as he struggled to think his way through the fog filling his mind, “What happened?” “Alien incursion,” Tony said drawing Selvig and Captain America’s attention as he stepped into the room. The billionaire superhero was wearing only his helmet, a single glove, and his cod piece as he raised his hand palm open and scanned the room, “And I’ve got some good news and bad news.” “What’s the bad news?” Steve asked sternly as he accidentally poked the older scientist in the thigh with his erection. “I’m sending it over to Doctor Selvig’s console,” Tony said, “But the good news is that, according to my scanners, the alien is gone.” Selvig looked up from his console at the blonde man who he just assumed was in charge. “And the bad news is it looks like the effects of the alien… I guess ‘Infection’, are still present,” he said solemnly as his penis began to harden again. “So what do we do?” Steve asked Tony. “Thirty minutes,” Tony said, “Based on the rate of radioactive decay, the effects should wear off in thirty minutes.” “Great,” Steve muttered, “What do we do until then?” “Jarvis, put a time lock on what’s left of my armor and set it for thirty minutes from now,” Tony said. “Affirmative, sir,” the virtual reality assistant answered. “And what about the rest of us who can’t lock ourselves in a suit of armor?” Steve asked with a disapproving look. Tony shrugged. “Cold shower?” —– Even with no eyes of It’s own, It was once again blinded as It made It’s way across the Nine Realms and the multiverse with the speed and force of a comet. Frigga, queen of Asgard, placed her hand on her son’s broad shoulder. “A shooting star, Thor, make a wish,” she said warmly. “I think you, as well as all the heavens, can guess my wish, mother,” Thor said with a sigh. He stood up straighter, moving slightly to the side, hoping his mother would get the hint and leave him alone in his private chambers but of course she only held on tighter. Frigga sighed at her son’s despair. “You long for her, the human, Jane Foster,” she said. “Aye. I would think is obvious to the whole of Asgard,” Thor said, his head bent so that his blonde hair hid his face. “Oh, I think a mother would notice before the whole of Asgard,” she said as she laid her head down on her son’s shoulder. At first Thor stiffened at his mother’s touch before leaning his head against her’s. “With the destruction of the Rainbow Bridge I have no way to reach Earth. Perhaps I should accept the fact that I’ll never see her again?” Frigga smiled a bit. “You are a romantic, Thor, and pout as you did as a child. Even now your father’s engineers work to repair the Bifrost so you only have to wait. A task that shouldn’t be beyond the chosen hero of the Nine Realms,” she said sweetly into his ear. “Would that time was a villain that I could vanquish, dear mother,” Thor said with more than a touch of sadness. Moving her head from Thor’s shoulder, Frigga cupped his face and brought his face up to stare into his eyes. “Even those that live as long was we must bow to time, my son,” she said before kissing him on his brow, “But there are ways we can make the march of time pass more sweetly.” Leaning forward the Queen of Asgard kissed her son, her lips meeting his as she pressed herself closer to him. She wrapped he arms around his solidly built body and held him close to her. Thor broke his mother’s kiss and peered into his beautiful mother’s eyes as he ran his finger through her curly, auburn hair. “Are we Olympians now?” he asked with a chuckle. “Not quite that bad,” Frigga said with her own chuckle as she melded her body against her son’s, “But we are gods and therefore set above mortal standards.” Wrapping his powerful arms around his mother’s lithe body, Thor smiled. “It is good to see you smile, my son,” Frigga said as Thor leaned forward and kissed her passionately. His tongue slipped past her lips and caressed the warm, moist inside of her mouth, drawing a gasp of pleasure from her. She pressed her body even more tightly to his as she wrapped her arms around him, sliding he hands up and down his back. Without warning, Thor easily lifted his mother up into his arms drawing a squeal of surprise from her. He carried her effortlessly to his bed and threw her down onto the bear skin covers, smirking wickedly down at her. She looked up at him with a sly, knowing smile as he reach up to the neck of his top and ripped his shirt off. Frigga’s hands immediately went up, her fingers exploring the contours of his muscles, simply enjoying the feel of him in her hands. He slipped his hands into his pants but his mother stopped him from undressing further. “Let me,” Frigga said breathlessly as she removed her son’s hands and held them at his sides. He struggled weakly, letting her take control for the moment. She bent forward and gripped the front of Thor’s pants with her teeth as she looked up at his handsome face and sky blue eyes. He was staring down at her with a hungry look on his face that sent a echoing throb through her body. She stared fiercely up at him and with a growl ripped the front of his pants away. His nearly erect cock bobbed in front of her face but she kept her eyes locked in his. Never taking her eyes off of her son, the Queen of Asgard extended her moist, pink tongue and used it to draw her son’s thick, pulsing cock into her mouth. Letting Thor’s prick harden fully in her mouth she sucked on the length of him while massaging him with her tongue as he throbbed to life in her mouth. He struggled against her hands but she kept a firm hold on his wrists as she began sucking his full length into her mouth. As her son’s sensitive tip reached the top of her throat she began to slowly bob her head back and forth, her lips stretched tightly around his shaft. Thor once again struggled weakly against his mother’s hold on him but let their game continue. He began rocking his hips back and forth, trying to fuck her talented mouth but every time he pushed forward she pulled back, teasing him with her amazingly talented mouth. Finally frustration overtook him as he shouted, “Enough!” Shoving his mother onto her back, Thor ripped the last of his clothing away. Frigga laughed out in excitement which egged him on more. He leapt down on top of his mother and she squealed in joy as he began ripping her dress. When she was as naked as him he gripped her wrists and pulled her arms up above her head raising her small breasts up high and tight on her chest. She struggled against him but he was far stronger than her and he kept a firm grip as he slid in between her slender legs. Frigga gasped out as her son bent down and began to hungrily suck at her breasts, lashing her hard, pink nipples with his tongue as she continued to playfully struggle against him. She arched her back to push her chest up, giving Thor easier access to her tits as he licked across her chest to her other firm breast. Rolling her hips up against his cock she rubbed her hot, wet pussy along his length, teasing her clit with the Prince of Asgard’s shaft. Refusing to release his mother’s slender wrists, Thor rocked his hips back and forth and side to side until he heard Frigga gasped out and knew that he had found her needy pussy. Working his hips he managed to find the heated entrance to her cunt and pushed forward until the tip of his cock was inside of his mother. He released her wrists and held himself above her, her arms circling his neck as her legs wrapped around him. “Do it, Thor. Claim me,” Frigga gasped as her son held himself still above her. He slowly pushed himself forward, his thick cock parting the moist walls of her pussy as he filled her. His hard prick inched inside of her, driving her wild with desire and she groaned out in lust and need. She rocked her hips up, desperate to get as much of her son’s cock inside of her as she could but he continued working himself into her slowly, teasing her with his mighty meat. Thor never broke eye contact with his mother as he slid inside of her until the last inch of him was buried deep in her cunt. He closed his eyes for a moment to concentrate on the pleasure her tight cunt was giving him as it rippled along his length. He slid his prick out a slow inch as he looked down at his mother, her hair plastered to her forehead with sweat as she writhed in pleasure beneath him. Her eyes were closed as she concentrated on her own pleasure and he smirked in satisfaction at making his mother feel so good. And then he slammed back into her. “By Odin!” Frigga screamed as she came, her naked body sliding up her son’s bed with the force of his thrust. Her head banged against the head board as Thor began hammering into her relentlessly, one orgasm cresting and rolling through only to be replaced by another as her son pounded into her. Her slick juices gushed out of her cunt as she held onto her son with her legs wrapped around his thighs and one arm wrapped around his neck. Her free arm was braced against the headboard as she was rocked head first against it, her screams of pleasure and joy echoing through her son’s private bed chamber. Sitting up on his haunches, Thor pulled his mother up to him, her taunt ass resting on the tops of his thighs, her weight on her shoulders. He gripped Frigga’s slender waist and held her to him as he barreled away inside of her. Her small tits jiggled wildly on her chest as he pounded into her cunt, her mouth open and gasping for breath as he effortlessly brought her to orgasm again and again. Her flesh gleamed with sweat as she gripped the bed coverings, her eyes glazed over in pleasure as he fucked her like a Viking warrior. Thor could feel his dangling balls pull up tight as his own orgasm began to over take him. He shoved his mother off of his lap and slid up beside her head. He gripped his throbbing cock at the base, fisting himself as he aimed his prick at Frigga’s gasping face. She reached up with one hand and lovingly caressed his heavy balls, triggering his orgasm, his thick cum covering her panting face as he emptied himself, groaning in pleasure. As her son grew soft, Frigga used her finger to wipe her son’s thick cum off of her face, licking his seed until she had swallowed it all. Thor thoughtfully brought her a basin of cool water and a cloth to clean herself with. After they were as clean as they could be without a bath, he crawled into bed with her and she cuddled up to his broad chest. “My hand-maidens will be most displeased with you for ruining my dress,” she giggled. “Heh, it will not be the first time they’ve be upset with me,” Thor chuckled. “Yes, I seem to remember several of them becoming upset with you during your adolescence,” Frigga chuckled. “Only after a snuck out of their chambers in the mornings,” Thor said with a smile. Frigga giggled and playfully slapped her son’s chest. “There are some things a mother doesn’t need to know about her son,” she said with a giggle. “But there is one thing I would know…” “Aye, Jane Foster still weighs heavily on my mind,” Thor admitted, “But mayhap less heavily now.” “If the Norns will it, you will see your lady love again, my son,” Frigga said as she stroked her son’s broad chest. “Aye, if the Norns will it,” Thor murmured, “But I think my thoughts would be lightened even more if I knew what was happening on Midgard.” —– Nick Fury made his way as quickly as he could through his office. His mind was clear but he noticed, by the painful erection tenting his pants, that he was still feeling the effects from the alien incursion. He stumbled to the door to his office and quickly locked it before turning towards the couch. He had woken up and found himself and Hill both half naked with their clothes puddled around their ankles. He had quickly redressed himself and his Deputy Director and gotten her on the couch as she slowly began to come to. She had a small bump on her head and he vaguely remembered her bumping her head on his desk before they had both passed out and guessed it was the reason she hadn’t come around yet. Suddenly his attention was drawn to the chair to his desk swiveling around to reveal and nude young woman with a voluptuous body smirking at him. “Hiya, boss,” Darcy quipped from the swivel chair. For a moment, Fury was actually startled by the young woman. Gathering his wits he stormed over to his desk. “Who the hell are you and why are you sitting in my chair?” he asked angrily as he pulled the large chested woman to her feet and sat down. “Is that anyway to talk to your new secretary?” Darcy asked sarcastically. “Out. Now,” Fury ordered as he powered up his computer, “And how the hell did you get in here?!” Darcy lazily leaned against the desk and began toying with her hair. “You were helping what’s her face into the couch and I’m afraid I can’t leave quite yet,” she said with a smirk and not even looking at the director. “And why’s that?” Fury grumbled as he pointedly punched the keys on the keyboard. “You locked the door so unless you wanna give me your super secret pass code…” she said with a sly smirk an shrug of her shoulders. “Give me a sec,” Fury growled. “What’s wrong with this?” he asked as he angrily slapped his computer monitor. “You trying to reach someone cuz you can’t do that cuz communications are still down,” Darcy said nonchalantly. Fury allowed himself to look up at the girl while trying to ignore her nudity. “And how the hell do you know that?” he asked in frustration. “Tony Stark told me,” Darcy said flatly, “And he also told me to tell you that the alien radiation stuff is gone.” “Is that so,” Fury said skeptically, “Then how do you explain this… this…” “Boner?” Darcy interrupted. “Tony Stark said that the effects would last for approximately thirty minutes and that you should lock down the Hellicarrier until then,” she finished. “And what the hell do we do until then?” Fury grumbled. Darcy slowly eased her way up onto the director’s desk until her feet were dangling off the floor. “I’ve got several good ideas,” she started before pointedly looking down at the hard-on poking through the director’s pants, “…Big Guy.” To be continued in Not The Whedonverse XXX Pt. 03 Buffy the Vampire Slayer.
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Not The Whedonverse Pt. 02 Chap. 03

This is a work of complete fiction. It just popped into my brain so I wrote it down and share it for free and make no money off of it. No one under legal age may read this, if you know what’s good for you. No one over legal age should read this for the same reason. All characters used in this story are a parody of any real or fictional person. I do not own Marvel’s The Avengers, Marvel’s Agents of SHIELD, or the characters from them. Comments are always welcome and appreciated so you should feel free to share. Story Code: MC, Multiple Pairings, Noncon-Con, This Is Not The Whedonverse Pt. 02 Chap. 03 Marvel’s The Avengers With Special Guest Stars Marvel’s Agents Of S.H.I.E.L.D. By Muhabba Maria and Natasha stood in front of their class wearing loose fitting Gi’s as they appraised their students. It was an impromptu class that Natasha had come up with at the last minute as a way to spread their master’s influence more quickly than Maria’s idea of just fucking agent after agent with her assembly line idea. The class was mostly male students but luckily there we’re enough females to keep things interesting and keep Maria and Natasha from being worn out too quickly. The two senior agents smirked knowingly to each other, letting their master’s power flow out of them and fill the room before Natasha stepped forward to address the class. Natasha walked back and forth slowly in front of the class, putting an extra sway in her step to show off her ass and to make her bra-less tits jiggle a bit underneath her top. “Thank you all for attending on such short notice. I know that you were all in the middle of other duties but Director Fury felt that our field agents we’re lacking training in a certain area.” One of the junior agents raised his hand up meekly and Natasha nodded at him. “Field Agents’ training is pretty extensive, what could be so important that we we’re asked to drop our regular duties to make this class so special ma’am?” “Rape,” Maria said sternly. “That’s right, Deputy Director Hill,” Natasha agreed before turning back to the class. “Director Fury feels that there is a lack of understanding when it comes to agents in the field possibly being raped.” “But… but wouldn’t our regular self-defense class be enough to protect us from an attack?” the junior agent asked. “Let’s find out,” Natasha said before turning to Maria. “Deputy Director Hill, would you kindly rape me, please.” “Gladly,” Maria said nonchalantly before lunging forward and knocking Natasha back. As Natasha stumbled, Maria’s long leg struck out and connected with her junior agent’s stomach and knocked the air out of her. While the Black Widow was gasping for breath, Maria reached out and yanked open Natasha’s Gi, revealing her large, heaving breasts. All the junior agents’ eyes shot wide open in shock at the sight of the fearsome Black Widow’s impressive, jiggling tits. They all looked around at each other to make sure that they were all seeing the same thing before locking their eyes back on Agent Romanoff’s chest and as the Deputy Director began stripping her agent all their libidos started to throb to life. Maria lunged at the topless Natasha again, pushing her through the small crowd of agents to the back wall. With Natasha pressed against the wall, Maria gripped and squeezed Natasha’s firm tits, smiling evilly as she bent down and sucked a hard nipple into her mouth while pinching the other. “Noooo…” Natasha moaned pitifully in character as she tried to weakly push Maria away from her. “You ain’t stopping me, bitch!” Maria growled as she punched Natasha in the stomach, doubling her over. “Your body belongs to me now!” she yelled triumphantly as she tugged down her own pants to reveal her long legs and naked ass to the room. She yanked Natasha’s face up roughly by the hair, causing her to squeal in pain, and then pulled it between her legs, straddling the spy’s face. “And your tongue is mine too, now lick!” she ordered as she twisted around and leaned against the wall As she began riding her junior agent’s face. Keeping up the role-play, Natasha gripped Maria’s tight ass and shoved her tongue into her superior officer’s drooling pussy. She had no idea what the rest of the room was thinking about what was going on but at that moment she felt like sex itself and her needy pussy gushed in desire. The junior agents looked around the room at each other, every male agents’ pants were tented and every female agents’ nipples were creating peaks through their tops. All of them were becoming desperately horny, all wanting to touch themselves but none of them wanted to be the first. “Fuuuuck your tongue is amazing, you little whore,” Maria hissed as she shucked off her top and shoved Natasha down to the floor. Standing unabashedly nude in front of the room with her hands balled into fists as she leaned down over her junior agent. “You ready to get fucked, whore?” “N… no, please,” Natasha pleaded as she tried to crab walk away from Maria. Suddenly one of the junior agents abandoned her last sense of decency and slid her hand down the front of her pants and began obviously fingering herself. A male agent caught her out of the corner of his eye and yanked down his pants and began fisting his prick as all the other agents began masturbating to the sight of Deputy Director Hill and the Black Widow. “Roagh!” Maria screamed as she leaped down on top of Natasha. She quickly stripped Agent Romanoff naked and slid between her pale thighs, wrapping on of her legs around her waist and throwing the other over her shoulder. She pressed her wet, heated and horny cunt against Natasha’s and began humping, scissoring the sexy, submissive secret agent. Her clit sizzled in pleasure as she heard Natasha gasp and mewl in need below her, already about to cum. Pressing herself as firmly as she could against the Russian’s wet, gooey pussy she humped faster, her own orgasm beginning to crest. “I’m cumming!” both women screamed out as their orgasms crashed over them at the same time. Both sexy agents’ bodies gleamed with sweat as they shook and twitched until finally calming with Maria sliding down onto the floor. As she caught her breath, Maria looked up at her now mostly naked, masturbating class. “Now, did everyone see what I did there?” The entire class nodded dumbly in response. “Excellent,” Maria said with a cheeky grin. “Let’s break the class up then. Half of you rape Agent Romanoff, half of you rape me, and then we’ll switch.” In less than an instant half a dozen S.H.I.E.L.D. agents fell on top of Natasha’s panting body. A hard cock suddenly filled her mouth as eager hands began flowing over her body, kneading her tits and ass. Her thick ass-cheeks were parted and a tongue slid surprising deep into her ass while anther cock filled her wet cunt as she was shoved back and forth, yanked this way and that. There was nothing that she could do as another orgasm suddenly began to rise inside of her. There was no rhythm to match as the agents raggedly fucked her so she simply went limp, letting them use her willing body to slate their lusts. The prick in Natasha’s mouth lurched and filled her mouth with cum which she hungrily swallowed before the hard shaft pulled itself out and was quickly replaced by one of the female agent’s wet pussy. She tried to raise her hands up to hold the agent to her mouth but her hands were yanked away and filled with two hard dicks and she automatically began tugging on the thick shafts as the female agent rode her face. The cock in her pussy exploded and was quickly replaced by another as yet another dick began shoving it’s way into her firm ass. She came when she heard Maria begin squealing in joy as she rode out her own orgasm. She couldn’t see the other woman through the tangle of balls, thighs, asses, and pussies surrounding her but she gurgled in joy around the cock in the mouth as she came again and again. —– “Phil! How are you?” Pepper Potts said with a wide smile on her face as she held her arms out to the S.H.I.E.L.D. Agent. “Pretty good,” Phil said as he stepped off the elevator and Pepper embraced him, giving him an affectionate kiss on his cheek. “I see that ‘Stark Tower’ is coming along nicely.” Pepper held an arm out to present the half finished room. “Oh, it’s still coming along. It should be ready in a few months and with Tony’s Arc Reactor it should be one hundred percent green.” “So absolutely no pollutants in it’s energy consumption?” Phil asked as he looked around the room and then let his eyes return to Pepper. Her light red hair came down to her shoulder and her straight bangs framed her beautiful face. Since she had been working out of the tower instead of her office she was dressed extremely casual with a loose fitting button-up shirt and cut-off jean shorts which showed off her graceful legs. “One hundred percent self-sustainable, renewable energy,” Pepper said with pride. “But you didn’t come here to talk about Tony’s latest ego project, did you?” she asked with a knowing grin. Phil smirked as she pulled out a thick manila envelope from his back pocket. “You caught me, I’m actually looking for Tony. I tried to call ahead but I kept getting diverted to voice mail. Which was full by the way.” “Yeah, sorry about that. He keeps blocking your number,” Pepper said matter of factly. “I’ve got a couch hidden around here somewhere so why don’t you find it and I’ll find us some drinks and you can tell me instead.” After a few minutes of clearing away construction rubble, Phil found the couch and sat down followed a few moments later by Pepper and two glasses of wine. “I got this vintage from Tony’s private stash,” she said as she made herself comfortable. “I think it’s only fair since he blocked your number.” “Thanks,” Phil said as he took the wine and handed Pepper the envelope. “Take a look at this and tell me what you thing,” he added as she released his master’s power at Pepper. Pepper began reading the dense documents, barely noticing as the started to feel warmer. “The Red Skull? The nut-job from World War 2 that thought Hitler was to soft?” “And started the terrorist organization Hydra,” Phil added helpfully as he slowly started to become erect. “Says here he found a possible alien power source,” Pepper mumbled to herself as sweat broke out across her forehead. “The Tesseract?” “Doorway to a energy source on the other side of the universe,” Phil said as he put down his glass and began loosening his tie. Pepper began fanning herself with the papers she had already read as sweat broke out across her chest and trickled down between her small, bra-less breasts. “And after the Red Skull was defeated by… Captain America? The super-solider? It says that the Tesseract was found by… Howard Stark? Tony’s father?” “Yep,” Phil said as he placed his tie next to his wine glass and began taking off his jacket. “Howard Stark found the Tesseract while looking for Captain America who was lost in the Arctic. Howard turned the Tesseract over to what was called the SSR which later became S.H.I.E.L.D.” “And S.H.I.E.L.D.’s been doing what with it?” Pepper asked worriedly. “Building weapons? Because Tony doesn’t do that anymore,” she finished as she began shifting around on the couch, unable to find a comfortable position. “Eh, kinda sorta,” Phil said as he folded his jacket up and placed it beneath his tie before beginning to unbutton his shirt. “Mostly it’s being experimented on my a Doctor Selvig, an astrophysicist who had an alien encounter in New Mexico.” Pepper finished reading the report, finally beginning to recognize that she was feeling strange. “And what? You were hoping Tony had some notes left over from his father,” she asked, finally noticing that Phil was undressing as he folded his shirt up and placed it on top of his jacket and under his tie. “Pretty much,” Phil answered as she slipped his shoes and socks off, folded his socks up and placed them into one of his shoes before placing his shoes directly behind his pile of clothes. “Or if he could help us.” “Help? Help you… help you with… with what?” Pepper asked, her tongue feeling thick and clumsy as she watched Phil stand up and remove his pants. “We’ve his a bit of a snafu,” Phil said as he took his pants off and folded them up before placing them neatly next to his first pile of clothes. “An entity came through the Tesseract recently. I’m not sure what kind, I’m not even sure it has a name. We mostly call it ‘Master’ now.” “Ma… Master?” Pepper stammered, her heart pounding inside of her chest as her eyes locked onto Phil’s obvious erection tenting his boxer shorts. Her nipples were hard and felt like the were sizzling with need as her pussy churned and she began panting in desire. “Yes, our master,” Phil replied plainly as he took off his undershirt, folded it up and placed it on top of his pants. “He’ll be your master too, in a little bit. Well, I say he… Whatever it is it comes from somewhere before the dawn of time he suspects at some point before the dinosaurs. He was part of what he’s beginning to think of as a conglomeration of ancient beings the he call ‘The Great Old Ones” or ‘The ancient Ones’.” “Like… like Lovecraft?” Pepper murmured as she simply continued watching Phil strip and began absentmindedly unbuttoning her shirt. “They believed something similar on the Earth that our master was on before this one,” Phil said with the enthusiasm of a middle school math teacher, simply repeating what he’s been told. “He was ripped from his world and brought to another Earth before a group of beings defeated him and banished him to this Earth,” he continue as he removed his boxer shorts, releasing is erection as he folded them up and placed them on top of his undershirt. He stood back up and presented his erection to Pepper. “His only hope of returning to the ancient Ones is to build enough power to bring them to him so that they can repair the world and return it back to normal. Back to what it was before the fires of creation cooled, before man, before dinosaurs, before time.” Pepper slid off her top, her small breasts heaving and tipped with hard, pink nipples. She licked her lips while staring at Phil’s cock as she began unbuttoning her shorts. “Here, let me get that for you,” Phil said politely as he got to his knees and Pepper reclined topless on the couch. “In the first world he came to his rise to power was slow and they had time to defeat him,” he continued as he slid the CEO’s shorts down her legs, “…but luckily, on this Earth, his powers have grown and now we just need to figure out how to activate the Tesseract.” “To… To… Tony!” Pepper shrieked as Phil slid his tongue into her pussy and triggered a orgasm. She grabbed the thinning hair on his head and began humping frantically against his face as he lapped eagerly at her gushing juices. Her toes curled as she screamed through another orgasm and he slid a finger into her clutching cunt, stimulating her G-spot as he nuzzled her inflamed clit. “F… fu… fuck, Phil!” she stammered as she twitched and shuddered on the couch, her legs flailing wildly before clamping her thighs around his head and riding out her orgasm. “Je… Jesus, Ph… Phil,” Pepper panted as her naked body calmed and relaxed before slumping into the cushion. She looked down between her quivering thighs at Phil’s eyes staring mischievously up at her. She moaned in pleasure before grinning and saying, “Get up here,” and languidly stood up to give him room. As he sat down she straddled his lap and grasped the base of his prick, aiming it up between her legs as she lowered herself down, slowly impaling herself on the secret agent’s prick. She took a moment to adjust to him filling her, stretching her, making her coo in pleasure as her juices slid down his balls and soaked into the couch. Phil smiled in satisfaction at Pepper enjoying the feel of him as his hands slid over her naked, writhing body. He could feel his master’s pleasure at how easily the woman had been taken, taken so easily that she hadn’t even been able to resist in the slightest. As she slowly began riding his pole he could feel his master’s satisfaction that his influence was spreading nearly effortlessly now, so much easier than the previous world. His hands glided to Pepper’s clenching ass as he bent up and took a ripe nipple between his lips, sucking it into his mouth and lashing it with his tongue. Pepper held Phil to her chest as she pistoned up and down on his cock, pressing her tit into his mouth as she moaned in pleasure. “Ohh, suck it, Phil. Lick them, suck them, it feels soooo good,” she groaned out as he lifted his pelvis and she rolled her hips, grinding his sizzling clit against him. His cock felt perfect for her, stretching and filling her, reaching and rubbing her in all the right places with each thrust. She leaned to the side and he picked up on the hint, laying her down with him on top of her, his darling dick never leaving her as she began bucking up against him and he began thrusting into her. Phil grunted with each thrust as Pepper wrapped her legs around him. He kissed her passionately, their tongues darting and wrestling inside of their mouths as he held himself up with one arm and used his free had to continue exploring her sweat slick body. He felt her body seized, her tight pussy convulsing around his cock and knew that she was cumming again as she moaned lustfully in her mouth. He broke the kiss and waited for her to relax before pulling his prick out of her gushing pussy with a lewd sucking noise and aimed the tip at her panting mouth. Her hair was plastered to her head and face with sweat as he jerked his cock, pumping his prick until he came, his thick cum raining down on her upturned face. —– “Yessss…” Ward hissed as he felt Pepper Pott’s energies fill him as she became one of his disciples. It had taken nearly two days in the previous world to gain as much energy as he had in only a few hours time in this one. “Selvig, you know of the mortal called ‘Captain America’, correct?” Selvig, who had never bothered to put his pants back on after his encounter with Maria, looked up from his console. “Yes, yes. He was found in a state of suspended animation towards the North Pole, frozen after defeating the Red Skull. He had piloted the Skull’s war plane away from the East Coast and was lost for decades, only recently found.” “And he has knowledge of the Tesseract?” Selvig thought it over for a moment. “He was debriefed after being revived but his knowledge was limited. He was a soldier after all, not a scientist.” “But he saw it used?” Nonchalantly scratching himself with one hand and scratching his chin with the other, Selvig thought about his master’s question. “Well, while the Captain did say that the Red Skull mostly used the Cube to power his weapons he also said that the Skull did try to use it directly.” Ward looked greedily at the glowing Tesseract. “And?” “Disintegrated.” Ward thought over his options. “And where is this Captain America now?” Selvig continue absentmindedly scratching his balls, his cock slowly starting to become erect. “Well, I don’t really know the exact address but I interviewed him about the Cube and from what I gathered he’s living above a old gym in the Bronx.” Ward’s eyes flashed momentarily orange. “Close enough,” he hissed. Sparing a quick glance at his disciple he said, “You continue working, Doctor,” before noticing the tent in Selvig’s tighty-whities, “Call for some assistance.” Releasing It’s hold on Ward, It began traveling to It’s next target. With It’s abilities to see energy, It quickly found a small speck of the Tesseract’s power only a short distance away. Not enough power to be useful but enough that It knew that the speck was a symptom of a human that had been present while the Tesseract had been activated. It found itself in a old, dusty, poorly maintained building populated by only one man, a man whose energies clearly show the trace of the Cube’s power that It had followed. It flowed slowly towards the blonde, well-built man as he reclined in a shabby chair, reading. It flowed around the human, attempting to mingle It’s energies with the human’s and failing. Had It been able, It would have screamed in fury. The human was the same as other humans but something about it was wrong, just slightly off, differing it from other humans. It continued flowing around the human, unsure of It’s next course of action. It had been able to infect every human and mutant It had come across so far, until now but why was It incapable of infecting this one human. As It thought of what It could do, It remembered the other world and they young mutant it had infected first among all the others. The mutant’s simple act of masturbation had awakened It’s desire for power and through her orgasm it had infected her. It could then join with her after it had made her, “Sleep.” Captain America, The First Avenger, Steve Rogers, yawned and stretched his muscular frame. While the Super-Soldier serum coursing through his veins gave him the strength, speed, and endurance most people would envy the need to rest was intrinsic to everybody. “Must have hit the bag to much this morning,” he though as he put down his battered copy of “Catcher In The Rye”, “I’m wiped.” It hadn’t been that long since S.H.I.E.L.D. had found and dug him out of the Arctic and he was still trying to accumulate himself to the 21st century which meant that he mostly just went sight-seeing every couple of days. Today, however, hadn’t been one of those days and he had planned on doing nothing more that relaxing and catching up on his reading. After hitting the speed bag for a couple of hours first. Steve got up and walked across his lonely living area to the small kitchenette and found that he had drank the last of his coffee. Starting a fresh pot he returned to the couch and sat down, picked his book back up, and quickly fell asleep. Pleased with the growing ease that the humans were succumbing to It’s powers, It riffled through the human’s mind and found a memory that It could manipulate to It’s own end. “Think the next rounds on you, Steve,” Bucky said with his usual grin. “Ha! Pretty sure I got the last one, Buck,” Steve said with a chuckle. “I got the last one,” Dum-dum bellowed with his usual good natured voice. “Now if you two are done makin’ goo-goo eyes at each other, Cap, it’s your turn.” Bucky slapped Steve on and shoulder and laughed, “You sure got a lousy memory for a guy that can’t get drunk.” “Yeah, yeah, yeah,” Steve chuckled as he got up from the table and made his way to the bar. “Two pitchers,” he said to the barman before tossing his money down. While the bartender filled the pitchers, Steve took a look around, trying to appreciate everything around him. War was hell but he guessed it could be weathered when you had a group of soldiers and friends like the Howling Commandos watching your back. The dingy bar they had found themselves in may have been held together with spit and bailing wire but as far as a shelter from war went, it wasn’t to bad. “Captain, a word please?” a female, British voice said from over his shoulder. Steve turned around and saw what was surely the girl of his dreams, Peggy Carter, with her wavy brown hair flowing down to perfection, her plump lips painted the same scarlet as her dress that covered her curvy body like it was made for her. The sleeves came down to her mid forearms, the hem to her knees, the waist tight around her, and with just a hint of cleavage to draw the eye to her buxom chest. “I, uh… I, uh… I… I, yes, sure,” he stammered as the den of the bar quieted. The bar had been packed but Peggy quickly found an empty table and unrolled a large map. She bent over it, her impressive cleavage sliding forward as if it was going to pool out of her dress. “Howard’s manged to pin-point some of Hydra’s staging points for us,” she said plainly. Steve couldn’t help himself in taking a moment to admire the British agent’s round, up-thrust rear-end and couldn’t help but think that she was posing for him. “You gotta admire Stark I guess,” he grumbled as he tore his eyes from Peggy’s round butt and joined her at the table, becoming immediately distracted by her jiggling cleavage. “You’re not jealous of Howard for some reason, Steve?” Peggy asked with a heavy lidded stare. “No. No, no,” Steve said pulling his eyes away from Peggy’s amazing chest. “It’s just the guy certainly seems to get around ‘tho, doesn’t he?” He didn’t know why the thought of Stark and Peggy working together got to him as much as it did, it wasn’t like she was his girl or anything. The lights in the bar slowly dimmed as Peggy walked around the table next to Steve, her wide hips swinging enticingly. “You are, aren’t you?” she said in a low, husky voice with a knowing smirk. “You’re jealous of the time Howard and I spend together.” Steve blushed as Peggy stopped barely an inch in front of him. “It’s not that. It’s just…” “We never do seem to find the time, do we?” Peggy said with a hint of sadness and placed her arms around Steve’s broad shoulders. “Peggy, what are you doing?” Steve asked in a whisper as he unconsciously placed his hands on Peggy’s wide hips. “Making time,” Peggy answered in a whisper before passionately kissing Steve, their lips meeting, softly, delicately. Her tongue brushed wetly against his mouth and he opened for her, their lips caressing lightly against one another. She slowly pressed her voluptuous body against his as their arms slid around each other and the kiss turned more passionate. Steve broke the kiss and weakly tried to push the sexy secret agent back. “Peggy, we can’t do this. Not now, not here.” Peggy pressed a finger against Steve’s lips to silence him. “Shh, there’s no one here but us. We have all the time in the world,” she whispered as she began to slowly unbuckle his jacket and began kissing down his neck. Steve looked around as Peggy slid his uniform jacket from his shoulders and pulled it off before beginning to unbutton his shirt. The dimly lit bar was completely empty and the sounds of war from outside had silenced. “Wait, Peggy, something is…” he started before she interrupted him by pulling his shirt out of his pants and kissing down his muscular chest. “Geez, Peggy,” Steve gasped as her hands caressed his muscular torso and her lips and tongue traced along his rippling abs, “What are you doing?” Peggy bent back up as she slid Steve’s shirt down his arms to join the jacket on the floor. “I’m making time, she said before once again kissing him as she began to unbuckle his pants. “I saw the way you would look at me in camp, Steve, before they transformed you into Captain America.” Steve’s hands gripped the table hard as she leaned in against Peggy. “A dame like you would never have gone for a mook like me,” he panted as she once again began licking down his torso. Peggy got on her knees and grasped the elastic band of Steve’s army issue boxers and peered lustfully up at him. “We both know that’s not true,” she said as she slowly began pulling his underwear down, “I know you saw the way I would look at you, even back then,” she continued as his underwear slid down his hips, trapping and exposing just the base of his thick cock. “You may have thought of yourself as just some ‘mook’ but even back then I saw the hero inside of you,” she finished just as his hard prick sprang free. Letting his underwear slid to the floor she used her warm, wet tongue to draw the tip of his throbbing dick into her waiting mouth, sucking it in until she held half of his length inside of her. “Oh God, Peggy,” Steve gasped as his hips bucked uncontrollably and he came, shooting his thick load into her amazing mouth. Peggy easily swallowed Steve’s cum before letting his still rock solid cock slid from her mouth. “Your first time?” she asked with a playful smirk. “For that, yeah,” Steve panted as Peggy stood up and pressed her body against his, his erect prick trapped between them. “I didn’t know girls did things like that. What was it?” he asked in astonishment. “It’s called a blow-job,” Peggy said with a grin as she turned around, Steve’s dick rubbing against her ass. “Get my dress?” “Wha? Oh, yeah,” Steve said as his hands reached up and his fingers grasped the tiny zipper of Peggy’s tight, red dress. “Peggy, I still don’t think we should…” he started before the back of her dress opened before he had even tugged on it’s zipper, the material peeling down her sides to reveal her graceful back unadorned with any bra. The material revealed her down to the top of her pale ass as he sputtered, “Oh my.” Peggy took a step forward and turned around, the dress falling in a puddle at her feet revealing her glorious, naked body. Her tits were large, firm, without a hint of sag and capped with hard, brown nipples. Her stomach was flat with just a hint of muscularity, her waist small with dramatically wide hips, long legs and her pussy wet with just a hint of shaved hair. Steve licked his suddenly dry lips with his suddenly dry tongue as he stood stunned. “Of all the things Captain America has seen,” Peggy whispered with amusement as she pressed her naked body against Steve, “…and I’m the thing that stops him in his tracks.” She kissed him deeply, her hands exploring his body as his tentatively did the same to her. His hands eventually made their way to her round ass and he held her to him as he rubbed up against her and they both moaned in pleasure. Peggy broke their embrace and led Steve to a sudden cot set in a dark corner that Steve didn’t remember seeing before and was now to distracted to notice. She laid down and opened her legs wide, pulling him on top of her as they resumed their kiss. Instinct took over Steve’s tongue, lips, and hands. His kiss began to become more forceful as his hands wandered to Peggy’s large chest, massaging and squeezing her breasts, his thumbs circling her hard nipples and causing her to gasp and coo in pleasure. He kissed, licked, and nibbled down her neck until his tongue met one of her large tits and sucked a nipple into his mouth, teasing it with his tongue before kissing over to the other firm orb. Her pants and moans became louder which made him feel like they were going to be noticed until he remembered that they had the whole bare to themselves. (why?) Kissing down Peggy’s flat stomach, Steve reached the burning juncture of her trembling thighs and her wet pussy. He licked up one, delicate labia and then the other, teasing her before circling her clit with his tongue and causing her hips to buck. He nuzzled his nose against her clit before licking up from her puckered asshole to the top of her slit and making her moan his name. As she moaned, “Oh, Steve, you’re so good,” he wondered for a moment why’d she say that, (since you’ve never done this before,) before sliding his tongue down between her dewy lips. He circled her gushing hole before sliding his tongue in, lapping at her juices and making her buck against him again as she came, her cum spilling into his mouth as she groaned in pleasure. “Thank goodness the bar’s empty,” Steve thought with a smirk, (where’d everybody go,) as Peggy shuddered while her orgasm rolled over her. When she relaxed he wiped the moisture from his chin and slid up her spectacular body until his throbbing erection was resting against the entrance to her hot pussy. “Peggy, I loved you,” he whispered as he slowly slid his thick cock into her gooey cunt. (past tense) “I love you too,” Peggy moaned as Steve’s hard prick slowly stretched and filled her tight pussy. She raised her hips up to give his wonderful dick easier access to her needy hole and practically purred with pleasure as he filled her fully, his heavy balls resting on her compacted ass-cheeks. While not a virgin, a skinny little sickly guy from Brooklyn doesn’t get a lot of opportunities for sex so Steve started out slow and easy, sliding his cock out barely an inch before sliding it back in. (you’re going to be perfect no matter what you do) Peggy responded eagerly as she wrapped her arms around his wide shoulders and kissed him passionately. She broke the kiss and whispered, “You’re perfect,” as he started to go faster, his only concern giving her as much pleasure as possible. He rolled his hips so the tip of his prick slid firmly against her G-spot as his groin stimulated her clit. (perfect. where’d you even learn that) Peggy’s body just seemed to open to Steve and he instructively knew what parts to touch to please her and when, where to lick, when to kiss. After a few minutes of his firm, confident strokes her hips we’re rocking up to meet his thrusts in perfect synchronicity, her ample chest heaving, her sweat slick tits swaying, a deep blush creeping across her face and upper chest, and her fingernails scrapping down his back and digging into his muscular ass. Suddenly Peggy screamed out, “I’m cumming, Steve! I’m cumming!” as her tight pussy clamped down on his thick cock, her body seizing. (honey-trap) “Me too, Peggy. Me too,” Steve grunted as he came, his cock erupting and fulling her heavenly pussy with his thick cum. He kissed her deeply again, his sweat slick body pressed tightly to hers as they rode out their orgasms. As their entwined bodies relaxed, Steve slid to the side of the cot and Peggy cuddled up against his broad chest. He wiped the sweat matted hair from her panting face and she smiled up at him. He chuckled as he peered down at her and said, “You were screaming so loud I thought you’d alert the enemy to our position. (the enemy already knows your position, soldier) Peggy giggled girlishly as she lightly toyed with Steve’s spent dick. “I don’t think we have to worry about that right now.” (told you) “All we have to worry about is the Red Skull and his dastardly Tesseract.” Steve chuckled again. “That’s some strange pillow talk, lady.” (yes it is) “I know, Steve,” Peggy said as she snuggled tighter against him, her large breasts press firmly against his abdomen, “but I just… I just wish this terrible war was over and then we’d have our time together.” “I know what you mean,” Steve said as he placed a kiss on top of Peggy’s head, one of his hands playing absentmindedly with one of her large, firm tits. “And the secret to that is discovering how the Cube works. What have you seen, Steve?” Peggy asked with a note of desperation. (have you even gotten there yet?) “I’m… I’m not sure,” Steve said, his head clouding in confusion. “Please, Steve, please,” Peggy begged. “You know I don’t really want to go back into the field with Howard. He keeps making advances and I don’t know how much longer I can resist before giving in to them.” (watch it, soldier) “I don’t… I haven’t seen…” Steve mumbled. “I’ve only… I’ve only seen the Skull and Hydra’s weapons. I don’t know…” and then Peggy was gone as if she had never been there. “Peggy!” Steve shouted as he shot to his feet. (That’s the way it happens, soldier. They’re gone in an instant.) “Who keeps talking?” Steve shouted, just hands balled into fists as he looked around. He was there, standing in front of the bar with the Howling Commandos and Peggy, now fully dressed in her combat gear. It was him. Not Steve Rogers him. Captain America him. He stared at himself in his uniform as Peggy, Bucky, and the rest of the Howling Commandos slowly disappeared, leaving him alone with himself. (It’s time to go to work,) Captain America told Steve Rogers. (It’s time to wake up. They’re gone and she’s gone and there’s only you left. The enemy just attacked us where we’re weakest and it’s time to fight.) —– Leo Fitz walked nervously into Deputy Director Hill’s office. Skinny, geeky, and fresh from the S.H.I.E.L.D. Science Academy he had no idea why the deputy director wanted to see him except that maybe, finally, he’d been moved to the Tesseract project. He’d brought his own notes on the Cube with him just to be safe and nearly dropped them at the sight if the famous super-spy, the Black Widow, leaning enticingly against the deputy director’s desk. “Director Deputy… I mean, Deputy Director. You, ah, you wanted to, ahem… you wanted to see me?” he stammered through his British accent. Maria pretended to do paperwork and didn’t look up as she answered, “Junior Tech Fitz. Close the door and sit down.” Fitz immediately shut the door and obediently sat down in the plain, wooden chair in front of the deputy director’s desk. His eyes we’re drawn to the Black Widow as she languidly pushed herself off of the desk and strutted past him to lock the door. “Did she, ah… did she lock the door?” “Yes she did,” Maria said matter of factly as she continued shuffling the papers on her desk around. “Not everybody is on our side yet and I didn’t want to be interrupted. “Our side…” Fitz started before Hill cut him off. “We’ve decided we need more techs on the Tesseract project,” Maria said while trying not to smirk at the look of pure joy in the young man’s face. He looked like a kid that had just unwrapped a puppy on Christmas morning. Fitz eagerly shoved his notes onto the deputy director’s desk. “I’m sure I can help. As you can see by my notes, I have several ideas on how to harness the Tesseract’s energies…” he began before being interrupted again. “We don’t want to harness the Cube’s energies,” Maria said simply as she finally looked up. “We want to open it.” “Open it,” Fitz blurted out. “But… but the last person to open the Cube was… was the Red Skull and it destroyed him.” Maria nodded. “Yes, yes. But our master doesn’t have any worries about that.” “Master?” Fitz asked. “Agent Romanoff will explain,” Maria said with a smirk as she reclined in her chair with her hands behind her head. She and Natasha had decided that for fun they wouldn’t use their master’s power to seduce Fitz, just good old fashioned human libido and she licked her lips in anticipation at the show. The Black Widow walked out from behind Fitz and stood in front of him completely naked except for her gloves and boots. “I don’t… I don’t..” he stammered in confusion as his erection roared to life. He had never seen a woman that looked like her anywhere except for internet porn and he was dumbfounded to see it now in real life. Natasha bent at the waist until she was face to face with Fitz, her large breasts dangling beneath her as she crooked a finger under his chin. “Fitz, I know it sounds kind of insidious when we talk about our ‘Master’ and opening up a potential portal of destruction but I’d really like you to eat my pussy for me. Will you do that, Fitz. Will you eat my pussy?” Dumbly Fitz nodded and let the Black Widow guide him with her finger under his chin towards the deputy director’s desk. As Natasha led the young man she turned her head around and playfully stuck her tongue out at Maria over how easily she had seduced the nerdish science tech. She sat on the edge of the desk as she spread her legs and pushed down on Fitz’s shoulders until he was on his knees. She brought his hands up to her chest and he immediately began squeezing her firm tits enthusiastically before she placed her hands on the back of his head and pulled him towards her wet pussy. He licked her cunt with the same boyish enthusiasm he was using on her tits and had almost no technique with either. Even without any real knowledge on how to please a woman she was enjoying the power she had over him, power that had nothing to do with her master. Power just from being a woman, just from her own raw sexuality. Maria playfully chuckled as she pulled down the zipper of her uniform. “What is it with guys lusting after women that can kick their asses?” she asked as she began playing with her small tits. “I have no idea,” Natasha said with a maniacal grin as she humped Fitz’s face, “…but they are so eager to please.” She held his head firmly between her thighs, determined to make him make her cum no matter how underdeveloped his technique was. Fitz had no idea what was going on as he lapped at the sexy Black Widow’s tangy pussy and by now he didn’t care. —– “Guys, guys!” The naked Darcy yelled as she dragged one of the workers hands from between her thick thighs and pushed another away from her impressive tits. “I said ‘hold on’ guys. Why is nobody listening to me?” The equally naked Jane pulled the cock out of her mouth as she slowed down on riding the worker below her. “Do you think maybe it’s because they’re German and you’re shouting at them in English?” she responded with a giggle that was not like her. “Not according to my English professor I’m not,” Darcy said as she started shoving the workers away from Jane as she said, “And you guys shoo. Shoo!” “Hey, I was using that,” Jane said as Darcy pulled her off the random construction worker she had been riding. “Hold on, boss lady. I want to make an announcement,” Darcy told Jane before turning back to the small crowd of horny, naked men surrounding them. “Guys, this is Dr. Jane Foster, a awesome boss and all around swell lady.” “Once again, they’re German and you’re speaking English,” Jane muttered. “Gratitude is it’s own language,” Darcy told Jane before readdressing the crowd. “I think Dr. Foster deserves a round of applause,” she announced as she began clapping her hands while he crowd of horny, slightly confused, construction workers slowly joined in. “Also the orgasm to end all orgasms. You two hold her,” she said to two random men as she pantomimed what she wanted and they grabbed Jane’s arms. “See, I told you they’d understand,” she said to her boss. “Darcy, what are you doing?” Jane asked in frustration as she struggled weakly against the workers. “You put up with a lot,” Darcy said as she stepped closer to her mentor, her larger, soft tits enveloping Jane’s smaller, firmer ones, “So I wanted to thank you.” She kissed the horny astrophysicist, running her tongue thoroughly through her boss’s mouth and felt her meld her body against her own. She ran her hands up and down Jane’s sides slowly before reaching around and squeezing her pert, little ass. She licked down to her mentor’s small chest, playfully nipping and nibbling on the horny scientist’s nipples until Jane was panting in pleasure. “Oh fuck, Darcy,” Jane groaned in pleasure as her assistant’s hand delved between her slender legs, “You are so getting an A.” Darcy giggled at Jane’s moans as she ran her middle finger up and down her professor’s wet slit. When the scientist was dripping wet she licked down from Jane’s chest, over her stomach, licking around her navel and then dipping her tongue in as a preview. When Jane was nearly mewling in desire, Darcy went back to tracing down her body until she was in her knees in front of her sexy mentor. “Yes, Darcy, yes,” Jane moaned in absolute need. Darcy wrapped her hands around her body and gripped her small ass as she looked up at her wickedly. “Please, Darcy, don’t stop,” Jane pleaded as she spread her slender thighs wider and relaxed into the grip the German workers had on her horny body. “You’re the boss,” Darcy smirked before leaning forward and sliding her wet, warm tongue up the length of Jane’s wet, well-fucked slit. She heard her supervisor moan and shudder in her hands as she gently caressed the astrophysicist’s plump pussy-lips with her talented tongue. She licked up one dewy labia and down the other, nuzzling Jane’s clit with her nose before licking at the little area between her pussy and ass. She moved up and gave a quick flick with her tongue at Jane’s clit and caused her to buck up against her face and smile with pride, she may not be much of a student but she knew what to do with her tongue to make the grades. “Fuuuccck,” Jane hissed in pleasure between gritted teeth. “Where the fuck did you learn to do that?” she asked as she reclined more into the worker’s strong arms so she could spread her trembling legs wider. Darcy grinned up the length of Jane’s body at her flushed face. “Hey, you said if I wanted better grades that I should study more,” she giggled. “I meant your class subjects,” Jane groaned as waves of pleasure coursed through her and the worker’s hands began traveling across her needy body. Their strong hands fondled her small tits, rolling her hard nipples, cupping her tight ass as their fingers toyed between her taunt cheeks. “Tomato, tom-ah-toe,” Darcy said defensively before slowly pushing her pink tongue into the pink folds of Jane’s pussy. Her mentor groaned in lust as she pushed her tongue into the normally subdued astrophysicist’s hot, gushing cunt as she started to slowly tongue fuck her. She gripped Jane’s ass tightly, wrestling with the German men for a good hold as she began thrusting her tongue in faster and Jane began humping up against her face. She shoved her tongue in as deep as she could and felt a small orgasm surge through her supervisor’s lean body as she collapsed fully into the worker’s arms. Pulling her tongue out she looked up at the worker’s and said, “O.k. boys, let her down.” “Eng… You’re speaking English and they’re German, Darcy,” Jane groaned in a mix of frustration and lust. “Whatever,” Darcy said defensively as she stood up and began pushing the worker’s to do what she wanted, “Sex is it’s own language.” When she finally got Jane on the ground she leaned over her on her hands and knees, her large tits swaying rhythmically bequeathed her and her lush ass high in the air. “See, right where I want you,” she said to Jane. Jane giggled playfully before getting a serious look on her face. “Wait, I’m the teacher here,” she said before grabbing onto Darcy’s wide hips and rolling them over until she was on top with her smaller, firmer breasts enveloped by Darcy’s larger, softer ones. “There, much better,” she said before bending down and sliding her tongue past her student’s plump lips. Darcy instinctively opened her legs wider as Jane kissed her and began writhing against her voluptuous body. When Jane broke the kiss Darcy slid her hands up and down Jane’s lower back as her supervisor began kissing down to her chest. “Oh, Jane,” she gasped out as Jane began licking and sucking across her generous chest. “It’s ‘Ms. Foster’,” Jane said from between Darcy’s wobbling breasts. She squeezed, kneaded, licked, kissed, and sucked all around her student’s amazing tits as Darcy moaned in pleasure beneath her. She jumped her pussy up against Darcy’s heated cunt as her hands, lips, and tongue explored her student’s wonderful chest. “Oh geez,” Darcy groaned in pleasure as Jane began kissing down her chest. Despite the pleasure her professor was giving her she gripped Jane by the shoulders and pulled her head up. “This was supposed to be about you,” she panted Jane thought it over for a moment before saying, “Same time?” Darcy eagerly nodded yes and Jane circled around until her dripping pussy was over Darcy’s face and Darcy’s tasty looking cunt was below her. They both gripped each other’s thighs and plunged their beautiful faces between their wide spread legs. Their was no desire to be timid or to tease as they began eagerly lapping at each other’s dripping holes, grunting and rutting like animals in heat. They writhed, humped, bucked, and thrust themselves against each other, their moans and groans of pleasure muffled by each other’s nearly orgasmic bodies. Until Darcy yelled out, “Hey! I was eating that!” as one of the German workers pushed her face out of his way and shoved his hard prick into Jane’s tight cunt. “Just… Just fuuu… just fuckin’… share, Dar… Darcy,” Jane stuttered as the German man began fucking her hard and deep. His thick cock stretched her tight as it pummeled into her horny body and she went back to tongue fucking her assistant. Darcy glared angrily up at the worker’s dangling ball sack as she decided whether to bite it or not. Shrugging her shoulders, she stuck out her tongue and began alternating between licking his cum filled balls and Jane’s erect clit. “Mot Mary mare ah won’t ham ah mock,” Darcy mumbled as she tongued the worker’s swinging balls. She occasionally.had to close her eyes or move her head to keep Jane’s juices out of her eyes and decided she didn’t like this position any more. She wrapped her arms around her survivor’s small waist and began dragging her to one side, the thrusting German following her pussy as Darcy laid them both on their sides on the ground. “Somebody fuck me!’ she ordered and was quickly rewarded when another worker quickly filled her tight, wet pussy. “Hey! I was eating that!’ Jane whined as a thick cock filled the hole she had been eagerly lapping at. “All… fairs when… when you… you share,” Darcy panted as the thick cock burrowed hard and deep into her greedy cunt. Jane glared at the hard prick for a moment before simply shrugging her shoulders and licking at Darcy’s erect clit. The worker’s held the American women’s legs up, giving them plenty of room to shove themselves as deep as they could into their hot, wet cunts and also giving the small crowd of men watching an unobstructed view. The women were now constantly moaning and gasping in pleasure as they publicly fucked one another, their juices sliding down their thighs and soaking into the ground. The women’s voices rose as they began nearing their orgasms, their naked bodies writhing beneath their tongues and the work men’s thrusting pricks. Darcy was the first to cum, her juices gushing out and covering Jane’s face as she began thrashing wildly on the ground, her screams muffled by her supervisor’s wet cunt. As Darcy came crown from her orgasm, Jane came, twitching with pleasure as she tried not to suffocate between her assistant’s thick thighs. Both women rolled onto their backs and giggled as they looked up at the crowd of men surrounding them, fisting their cocks. The two men fucking them keeled down next to their faces as their cocks exploded, showering them with their cum. The small crowd came a second later, covering Jane and Darcy with their thick loads, most of it aimed at Darcy’s heaving chest. When the rain of cum subsided, Darcy giggled wickedly before rolling over onto Jane, smearing their cum sticky bodies together. “Guess we’ll be needing a shower, huh, boss?” Jane just smiled up at Darcy before kissing her deeply while laughing. —– Tony Stark, the inventor of the Iron Man armor, flew into the access port of what was going to be the first all green energy office building. Not just a office building but engineering as well. And general science. Possibly Astro Physics. And a Starbucks in the lobby. Not to mention his penthouses apartment. Tony landed softly.in his private lab and walked into the next room where his private office would be once the construction was finished. His armor scanned the entire room in an instant and he saw that Pepper was on the couch looking a bit disheveled as she talked on the phone in hushed whispers. His armor picked up what she was saying an instant before she hung up. “What’s that about an infection,” Tony asked as he sent a command to his armor to check the computers in the building for a virus. Pepper looked up from the couch and smiled. “Just a training exercise for the techs,” she said sweetly, unfolding her long legs and strutting over to Tony. “Why don’t you take that armor off, I’ve got something I want to show you.” “Just a sec, I thought you were talking about a computer virus so I have the suit running a diagnostic,” Tony said as Pepper stood in front of him and cocked her hips enticingly. “Have I ever told you how well you wear those shorts? I don’t think those fall under proper company attire,” he said jokingly. “Then maybe you should take them off of me,” Pepper said with a wicked smirk as she pressed her overheated body against the cool metal of the Iron Man armor. “Whoa there,” Tony said as he held his hands up. “I don’t think this is covered under company policy either.” “You run the company so I think that gives you a free pass,” Pepper.whispered before kissing the metallic mouth piece and rubbing her small breasts against the bullet proof chest plate. “Pepper, I’m really not sure this is the time or place,” Tony said as Pepper began unbuttoned her shirt. “Jarvis, is this the time or place?” he worriedly asked his virtual butler. Jarvis used the suits scanners and quickly brought up Pepper’s vitals on Tony ‘s view screen. “Miss Pott’s hormone levels seem wildly out of normal,” the British voice of Jarvis said in Tony ‘s ear. “I could have guessed that,” Tony said as Pepper shrugged off her top and knelt down in front of him. Pepper began licking around Tony ‘s codpiece as she toyed with her small breasts. “Jarvis!” Tony pleaded, “A diagnose please!” “I have none, sir,” Jarvis replied. “I can see the hormones levels surging through her brain but I am at a loss as to what the cause is.” Pepper unbuttoned her shorts and stood up completely nude. She turned around and began grinding her pert ass against Tony ‘s codpiece like a stripper giving a lap dance to music only she could hear. She knew it was only a matter of time until he succumbed to her, after all he had well earned his reputation as a playboy and as far as science he was a genius but what was happening to her was primal. Powerful before science had even been thought of. “Jarvis, a little help here,” Tony said frantically as Pepper ran her naked body up and down the front of his suit. “Attempting to contact Mr. Rhoads and Mr. Hogan now, sir, but their comm limes appear to be deactivated,” Jarvis said. “Perhaps that was who Ms. Potts was speaking with earlier.” As Pepper licked the side of his helmet, Tony felt himself beginning to respond to the beautiful, naked woman hanging off of him. “Sorry to do this, Pepper,” he said flatly as he raised his gauntlet up to her head. Pepper grinned wickedly as she grabbed Tony ‘s steel clad wrist. “Oh, Iron fisting. How kinky,” she said just before a small cloud of gas erupted into her face. Tony caught Pepper’s limp body and carried her over to the couch. Despite the seriousness of the situation he took a moment to admire her naked body before covering her with a tarp. “Jarvis, lock down the building,” he said as he stood back up, “I don’t want a single person getting in. Do we have a medical staff yet?” “I’m afraid the medical staff isn’t due to report until next week, sir.” “Well, we can’t take her to a regular hospital. Do we know anybody that can handle “Uncontrolled Horniness” as a symptom of a disease?” “Might I suggest…” “No you can’t.” “…S.H.I.E.L.D., sir,” Jarvis finished. Tony thought it over for a moment as he stared down at the sleeping Pepper. “Fine, but make sure.it’s Nick Fury’s private number. It’ll be fun to watch the world’s supreme super-spy wonder how I got his number.” —– With no answer from anyone inside of the Hellicarrier, Clint Barton had no choice but to sneak in. None of his security codes had worked and so he had no choice but to break into one of the most heavily fortified places on earth. Over all it had taken him fifteen minutes. Dropping silently down from a easily opened grate into a seldom used hallway he looked around and when he saw that he had entered without being detected he replaced the grate and slowly started to make his way to Fury’s office. He stopped at each intersection, listening first before slowly peering around the corners and then continuing on. It would take him longer to reach Fury’s office then it had to break in but now that he had made it inside there would be no where to run to if he was spotted. Slow and stead may not win the race in real life but it would keep you alive. Stopping in a small alcove, Clint reviewed the schematics of the Hellicarrier on his small tablet. The tablet was supposed to give him secure access to the server deep in the bowels of the S.H.I.E.L.D. craft but it appeared to be off-line which would explain the silence he received whenever he tried to contact Fury. He ran through his options quickly and decided on the most likely positive outcome: Assume everybody was compromised and that he was alone. The best bet was to back track and head back out to make contact with the World Security Council and notify them that the Hellicarrier was in enemy hands so he slipped his tablet back into his vest and set back out the way he had come in. A long, leather wrapped leg suddenly appeared at the end of the hall as Maria Hill appeared. “Clint Barton,” she said with an evil grin, “I’ve been waiting for you.” “I didn’t realize we had an appointment,” Clint said as he stood up straighter, his arms relaxed and his weight on the balls of his feet. “Not a official appointment, no,” Maria said as she slowly approached the secret agent code named Hawkeye. She released her master’s influence into the dark hall and waited, blocking the hero’s exit back outside. “This will be a more… private meeting.” Clint felt his mind start to cloud and acted instantly. Years of training and experience led his body forward, slamming his shoulder into Hill’s chest and knocking her back. He hadn’t felt a prick from a needle, hadn’t smelled or saw any gas but by the feeling in the back of his neck and the swooning he felt in his step he knew that Maria had attacked him with something. One if her long legs swept out and he blocked it with his thigh as he grabbed her ankle and twisted it. She moved before her ankle could be over extended and landed on her back, wrapping her legs around his waist. Squeezing her thighs around Hawkeye’s waist, Maria pulled him towards her, off balance, yanking him on top of her body. She wrapped her arms around his neck and plunged her tongue into his mouth, a move he hadn’t anticipated. She pressed her chest against his and rocked her hips up, rubbing herself against his crotch and immediately felt him begin to respond. Clint’s eyes went wide in shock at Maria molesting him in the middle of a fight. As he regained his senses he noticed his erection and the fact that he was rubbing himself between the deputy director’s long legs. Lifting her up he spun around and slammed her against the wall, pressing himself more firmly against her and she responded by grunting into his mouth and humping herself.against him more forcefully. Spinning around again he slammed her harder against the opposite wall harder and felt her grip loosen, giving him the chance to push her off of him. With Hill on the ground, dazed slightly, Clint looked down at the erection renting his black and purple uniform. “That must be a hell of a drug you gassed me with, Hill,” he said with an off kilter smirk as he peered down at the beautiful, vulnerable, deputy director. He shook the cobwebs from his mind. “Back on mission, soldier,” he told himself as he readjusted his pants and began sprinting down the hall. He was obviously compromised and he could have only moments before Hill raised the alarm so his only hope of getting help was a mad dash to the closest exit he could find. He made it thirty feet before the Black Widow seemed to appear from out of nowhere and shocked him to the floor with her tazer gauntlets. “You always did prefer a direct assault, Clint,” Natasha said as.she unzipped her tight fitting uniform. “Why take the time for a soft penetration when you can just shove your way inside,” she chuckled as she stripped completely naked except for her boots and teasers. Her gauntlets carried a pretty decent voltage, enough to put a man twice Hawkeye’s size down but she had kept it pretty low to give him some muscle control. Or rather, her some control over his muscles. Well, one muscle. Unzipping his pants, Natasha quickly pulled out Clint’s soft prick and began lightly pulling on it as.she knelt comfortably beside him. She bent over his lap and sucked his prick into her mouth, running her tongue along it as she sucked firmly on it. Maria’s eyes fluttered open to see Natasha trying to suck Clint’s cock to life. “You’ll never get him hard that way,” she groaned as she got to her feet. Natasha released Clint’s prick from her mouth but continued tugging at his still soft base. “And who’s the certified seductress here?” she asked sternly. “S.H.I.E.L.D. doesn’t give certificates for seduction,” Maria said as she made her way to her agents. “The Red Room does,” Natasha said. It wasn’t often that she mentioned her life before S.H.E.I.L.D. or her training in the notorious Red Room as an assassin. “An based on how you used that tongue of yours on me, I believe it,” Maria said as she stripped out of her uniform, “And as soon as we get a chance I’m going to want you to use it on me again but if Barton is here that means Fury is suspicious of what’s happening here so we don’t have the time right now.” “Tease,” Natasha said playfully as she moved out of the way and let Maria lay down between Clint’s spread legs. “What are you doing, anyway?” “You were trained to seduce a conscious person in your time in the Red Room,” Maria said as she got comfortable, her nipples pulling up hard on the cold floor as she laid down. She scooped Clint’s heavy balls out of his pants and licked her lips. “I, however, learned how to get a rise out of an unconscious guy in college.” Bending over Hawkeye’s lap she sucked his soft cock into her mouth. She had plenty of room to spare with his now small size and slid her tongue out of her mouth, licking at his balls until they gleaned with her saliva. Natasha watched, stunned at Maria’s oral skill as the woman, already having Clint’s cock in her mouth, sucked in one ball and then the other. “What the fuck college did you go to?” “Murmoph Murmoph,” Maria gurgled with a grin. Natasha laughed before looking around for something to do. With Maria covering Hawkeye’s down-below that left her with only his up-above. Waddling in her knees she straddled his face, her thick ass pointed back at Maria as she lowered herself down onto her best friend’s mouth. Contrary to what most people thought, she and Clint had never been a thing. He had rescued her from a life of lies and deceit, a life of never knowing who to trust, a life probably ending with a gunshot to the back of the head. She had tried to seduce him once, as a way of rewarding him for saving her and bringing her into.S.H.I.E.L.D. but he had refused saying she had already had a life of being screwed and he wasn’t going to add to that list. They had been best friends since that one, awkward night and she was even Godmother to his youngest child and friends with his now wife. But all of that was meaningless now, all that mattered to her was feeling his tongue in her wet pussy. Maria moaned in pleasure as she felt Clint’s soft cock beginning to harden in her mouth. It was one of her favorite things to take a man’s entire shaft and balls into her mouth, to enjoy all the different textures of him as he hardened and it made her pussy practically gush. She ran her tongue along his ball sack, rubbing his hard orbs against her cheek and the roof of her mouth, her tongue wrestling with his hardening prick as he filled her beyond capacity. First one of his balls popped wetly out of her mouth and then the other and she wrapped her lips tightly around his base. His cock slowly lengthened, sliding over her tongue and working it’s way to the top of her throat. Finally the tip of his cock grew large enough to block her air and she smiled around the shaft. It was always nice to start a blow-job with a bit of deep throating. Natasha held her helpless friend’s head callously up by his hair as she humped his face. He was completely unconscious, unable to participate or fight, but she rode him whether he was a willing partner or not. Her wet, slick pussy smeared her juices across his chin up to his nose as she rode him, grunting in pleasure while he laid passively beneath her. She moaned and grunted in pleasure as she used him to stimulate her clit, fucking his face as she moved.one of her hands up and began playing with one of her large, firm tits. Maria bobbed up and down on Clint’s cock for a.few moments to make sure he was as hard as je could be before releasing him from her talented mouth. Turn around,” she told Natasha as she held Hawkeye by the base of his cock and straddled his hips. She stared at Natasha’s thick ass as she turned around and then placed the tip of Clint’s cock at the entrance to her pussy. She sank down slowly as she bent forward and kissed Natasha, one hand holding Hawkeye’s cock and her other hand playing with Natasha’s chest. Natasha broke the kiss to look at Clint’s cock stretching Maria’s cunt wide. “You cum before he does and I get to finish him off,” she said with a wicked grin as Maria started to ride the unconscious agent. “Deal,” Maria answered before bending down and sucking one of Natasha’s hard nipples into her mouth. She’d get Clint’s unconscious body all to herself if Natasha was to tired to fuck him and the best way to make that happen was to make the sexy red head cum first. She braced herself with one hand on Hawkeye’s lower abdomen as she rode him and slid her other hand down to the burning juncture of Natasha’s thighs and began strumming her clit. “Oh you fucking cheating butch,” Natasha gasped out with a grin. Maria mumbled around her face full of tit which made Natasha giggle as she reached between Maria’s legs and began sliding two fingers along either side of the dark haired woman’s clit. “Ahhh fuuuuck,”Maria groaned as Natasha snickered, both her woman unconcerned with using their unconscious friend and fellow agent for their own pleasures. Maria riding Clint’s hard prick combined with Natasha’s work on her clit set her off first, her slender body trembling as her orgasm took her over but she wasn’t about to let Natasha win. Leaning forward she sucked as much of Natasha’s tit into her mouth that she could, licking and biting her nipple as she pinched the red haired woman’s clit. “You cheating bitch!” Natasha screamed out as she came, her juices gushing out and coating Clint’s slumbering face. Both woman collapsed into each other’s arms as they rode out their orgasms, giggling to each other. “I still win,” Natasha whispered with a grin before kissing her competitor. —– Jemma Simmons was a genius. She had flown through high school and been immediately poached from college by S.H.I.E.L.D. With a cute face, slender body, and mousy brown hair she had never been one of the popular girls in school until she got to the S.H.I.E.L.D. academy. She took her studies seriously but since she had finally found a peer group she had begun socializing and even dating boys. And once a girl but she considered that more of an experiment really. Even though she had begun dating boys in the academy her studies always come first and she took them very seriously. Just like Dr. Selvig’s cock in her mouth. Jemma was topless on her knees, her small breasts swaying softly while she intently sucked the older man’s prick as she bobbed her head back and forth. She had been ordered to follow all of the doctor’s orders and assist him in any way he need so she had reported to the lab and spent a half hour being brought up to speed on the project. And then, at the end of the tour, when the doctor had politely asked for a blow-job before they started their work, she had eagerly complied. The junior agent braced herself against Selvig’s hips as she continued bobbing her head back and forth, licking along the length of his shaft as it slid wetly in and out of her mouth. He held the sides of her head but she did all of the work, letting the tip pop out of her mouth occasionally to circle it with her tongue before drawing it back in. She let the hard prick slide out of her mouth again and nuzzled her face against it, rubbing along the length before ducking slightly below and tonguing the older man’s dangling balls. When his sack gleamed with her saliva she licked up the bottom, letting it rub against her nose and sliding her tongue along the big vein until she had reached the tip again. Circling the velvety soft cock-head with her moist tongue, she sucked it back into her mouth and began bobbing back and forth again. Ward stood glaring into the Tesseract room and sighed in frustration. “Have the energy readings changed at all, Selvig?” Selvig leaned against her computer desk letting the junior science tech do all the work she wanted on his cock. Her technique was nothing short of spectacular and as far as he was concerned.she was born to suck dick. He couldn’t wait to see what she could do with a electron microscope. “Wha? Oh, no, no. There have been no changes to any of the readings. As far as we can tell, the cube is the one to decide when it wants to work or not.” “Won orget obo wah wamma ways,” Jemma mumbled.around the cock in her mouth. She let it slide out of her mouth, a small string of drool escaping from the corner of her mouth as she sat up straighter on her knees and let Dr. Selvig’s prick rest between her small breasts. She pressed her firm tits around the sides of the doctor’s dick and began sliding them up and down the shaft. “Sorry, had something in my mouth,” she said before circling the tip of Selvig’s cock with her tongue. “I was just saying the Gamma emissions seem to be pulsing on a separate frequency than the other emissions.” Ward looked at the young girl for a moment as she slid the doctor’s cock back into her mouth and began pinching her pink nipples. Looking to Selvig he cocked an eyebrow as he waited for an explanation. Selvig barely heard what Simmons had said, he just couldn’t get over how well she was sucking his dick, it was easily the best blow-job he had ever gotten. “Doctor?” Ward said, raising his voice. “Gamma, Gamma. Right,” Selvig blurted out as he began rocking his hips and thrusting his prick between Simmons tightly stretched lips, over her warm tongue and into her wet, sucking mouth. “I, ah… I once worked with a doctor doing experiments using Gamma rays, Doctor Bruce Banner. I gave Jane my notes before she left because she was working on a theory about the Tesseract and a worm hole we found in New Mexico.” Ward’s eyes flashed with orange fire as he activated his link to the deputy director. “Maria, report please.” “I’m taking some of your followers to Fury’s office. He appears to be aware of what is happening and has called in reinforcements,” Maria said as she walked naked down the hall followed by an equally naked Black Widow and a half a dozen similarly naked agents. Ward tried to hold in his frustration at the human constantly trying to stop him from rejoining his masters. “Maximum infection, he is too clever by far to risk less. Fuck him raw. I will be taking a Quinjet to Germany to pick up more of my followers.” “Yes, Master,” Maria thought back before Ward closed down the link and looked over at Selvig who was now taking his time fucking his assistant’s cute face. “You will never get any work done this way, Doctor,” he said as he walked towards the.exit. “Jemma, finish him so that you can both get back to work,” he ordered just as the door closed behind him. Jemma looked up sweetly from around Selvig’s cock, she was always so eager to please. Bracing her hands on the older man’s hips she shoved her face forward, easily deep-throating his prick which made him gasp in pleasure as she hummed around his shaft. She pulled back a little, her drool sliding down and covering his balls as she grasped the base of him and began fondling his sack. She bobbed her head back and forth as she jerked on his cock, her lips meeting her fist as she enthusiastically blew him and massaged his balls. She heard him groan in pleasure and knew he was about to cum so she aimed his throbbing cock head at her chest and fisted him. Her hand was a blur as he came and she pumped his load, covering her tits. Looking up with a bright smile of pride on her face and drool on her chin, Jemma licked the last of Dr. Selvig’s cum from the tip of his prick before putting his spent cock back into his pants and zipping it up because as a scientist she believed in putting her work area back the way she found it. “Now about those Gamma readings…” —– Fury looked at the video screen showing him the waiting area outside his door filled with naked S.H.I.E.L.D. agents staring up at the camera. Except for two, Natasha Romanoff and Maria Hill both of whom were languidly trying to override the security codes for his door. He didn’t even bother to try to bolster the doctor’s security encryption. If it had been either one of them he might have had a chance of keeping them out but his top spy working with his second in command would have no trouble with whatever he came up with. Which left him with one choice. The Hellicarrier was the single most advanced piece of equipment on the plant, filled with billions of dollars worth of.equipment. Equipment including the latest in computers. Computers which were capable of being hacked which is why communication was heavily modified to include a kill switch that basically turned the hull into a Faraday cage capable of disrupting any and all communication in or out of the ship. And somebody other than him had turned that cage.on. Nick Fury, leader of S.H.I.E.L.D. was alone and about to get fucked into obedience to something he couldn’t possibly defend himself from. Luckily he was clever which is why he was chosen to lead S.H.I.E.L.D. With only moments left before Natasha and Maria broke through the door, Nick pulled out his cell phone.and began writing the most important text of his life as he threw open the port hole window. His door opened and Natasha and Maria walked slowly inside, naked except for their boots and weapons, Maria held her hand out and looked seriously at Nick as he stood confidently at his open window. “I’ll take your pants, Nick,” she said as the room began to fill with naked agents, their eyes filled with lust and every one of them staring at him. The men all had raging erections and the women’s breasts were tipped with hard, pointed nipples. “And I’ll take your gun,” Natasha said as she stood next to Maria, her opposite hand held out so that they looked like odd mirror images of each other, the other agents spread out behind them, ready to lunge, their eyes locked on him and not blinking. “Wrong pieces of equipment, ladies,” Nick said as he hit Send on his phone and tossed it out the window and outside the Faraday cage. An instant later he fell beneath the weight of a half a dozen naked bodies. —– Captain America woke up with a start, shouting out into the dimly lit gym. He looked around in panic, sure that there was an enemy close by but he was alone and supporting the largest, hardest erection in his life. He shot to his feet and grabbed his backpack that held his unbreakable shield and grabbed his mobile.phone. It was probably the most remarkable device he had seen since waking up from his icy slumber, and like any good soldier handed a new piece of equipment, he had spent a day breaking it apart and putting it back together again to study it. On the screen, Steve saw a text message from Nick Fury and it seemed to put everything into place for him. He didn’t know how but it seemed obvious that he had been attacked. Some unseen enemy had but him to sleep to try and pry any information he had about the Red Skull’s cube from out of his brain. They had somehow used his memories of Peggy and the war to worm their way into his mind and take what they needed. Why it had left him sporting an aching hard-on he had no idea. Steve opened the text from Fury and had to read it a couple if time a to understand it. Fury had obviously written it in a hurry and had used whatever short-hand he could to get it sent out in time. The Hellicarrier was lost, a unknown enemy had taken it. Fury couldn’t contact anyone on the World Security Council but had somehow managed to get the text out. The personal were compromised and were coming for Nick. Steve used his phone to try to contact Fury but of course couldn’t which didn’t surprise him. He tried to contact the Hellicarrier itself but there was only a voice mail which meant no one was manning the phones. He hadn’t had any contact with any personal outside of S.H.I.E.L.D. yet so he had no idea who else to contact, his chain of command was about seventy years out of date. Dressing himself as well as he could to try and hide his erection, including a fanny pack, he slung his pack over his shoulder and headed outside to hail a.cab. The instant he raised his hand he felt a tap on he is shoulder. He swung his pack down over his arm to face a young, dark skinned woman with black hair spilling onto her shoulders. “Excuse me, Captain, can I have a word?” “Sorry, Miss, I’m in kind of a hurry,” Steve said as he spun around to face the street and then turned his head back to the young woman. “What did you call me?” The beautiful, nervous young woman smiled up at Captain America. “I called you ‘Captain’. You’re Captain America, right? My name’s Skye and I’m a Hack-tivist.” “I don’t know what that is, Miss. Now if you’ll excuse me I’ve got kind if an emergency,” Steve said as a cab pulled up. He got in as quickly as he could but it wasn’t quick enough as the girl, Skye, ran around and got in the opposite door. “You’re going to have to leave,” he told her sternly. “You’re the one who’s in a hurry,” Skye said with a smirk, “You can take the time to talk me out, take the time to forcibly remove me, or answer my questions on the way and then I swear to leave you alone.” Steve thought it over for a moment. He had no idea what was going on in the Hellicarrier but it was happening inside, not out on the dock. As long as she left with the cab she’d be fine. Turning to the cabbie he said, “New York Military Dock,” before turning to Skye to say, “Ask quick.” Skye smiled sweetly and pointed down at Captain America’s lap and his throbbing erection. “That doesn’t look like a shield to me.” —– Rhodie stopped for a brief moment after exiting the elevator when he saw Tony if full Iron Man mode leaning over Pepper laying down on the couch beneath a cloth tarp. “What’s going on?” “What’s up, boss?” Happy Hogan asked after exiting the elevator behind Rhodie. As Tiny Stark’s personal body guard, security for Stark Tower was under his supervision but he had no idea what to make of this. Tony looked up at his best friend Rhodie, his face mask now up. “Short version is Pepper is infected with something that makes her act like a drunken sorority girl. Long version is the same but I don’t know what to do about it. “Medical won’t be ready for a while yet,” Happy said as the beefy man made his way over to Pepper on the couch. “Have you tried S.H.I.E.L.D. yet?” “For a secret organization, S.H.I.E.L,D. seems pretty well know,” Rhodie said in a condescending tone to Tony as he bent down and began taking Pepper’s pulse. “Well I certainly didn’t say anything,” Tony said defensively. “Did I employee that I can fire,” he asked Happy. “No, sir,” Happy agreed as he held his hands up. “Did I say S.H.I.E.L,D.? I meant the hospital. Did you contact the hospital?” Tony looked worriedly down at Pepper before answering. “If Jarvis couldn’t figure out what was wrong with her, the hospital won’t be able to. I’ve sedated her and she should be fine. Rhodie, I called and the War Machine suit is in it’s way If you need it. Happy, keep the Tower locked down, I think Pepper may have disabled communication within S.H,I.E.L.D. using my contacts right as I got here.” “Will do,” Rhodie said as.he stood up. “One question ‘tho. Why’s she naked?” Happy looked at Tony accusingly. “Whoa, whoa. Illness that makes her act like a drunken sorority girl, remember?” Tony said defensively. “I assure you I was a perfect gentleman when I gassed her,” he said before turning to Rhodie. “I may be out of contact when I reach the Hellicarrier that I know nothing about so you two will be on your own. Just take care of her,” he said as his face-plate closed. A window opened automatically and Iron Man jumped out, his boot jets and hand stabilizers turning on and carrying him swiftly away. As the window closed Happy looked to Rhodie for what to do. Security was one thing, unconscious friends were another. “Why are you looking at me,” Rhodie said with his hands up, “I just blow stuff up. I don’t know nothing about doctoring people?” “Don’t they teach you field medicine in the Air Force?” Happy asked. “Yeah, if you’re a field medic,” Rhodie said looking down at Pepper. “So what do we do first then,” Happy asked. “Man, I don’t know,” Rhodie said. “Make her comfortable?” Happy looked down at the slumbering Pepper. “You said she was naked?” Rhodie shrugged his shoulders. “Looked like it to me.” “Should we get her dressed?” Happy asked having trouble turning away from his sleeping friend. “You did say we should make her more comfortable.” Rhodie looked down at Pepper covered only with a thin tarp. “I suppose that would be something we should consider doing,” he said as he got down on his knees next to Pepper. Happy joined Rhodie on the floor, next to Pepper’s head. Neither man had felt the strange, alien urge for sex starting to over come them. All they had cared about was their friend but as they spent more time with her their concern began to change. Their concern to keep her safe from any further harm was met by the building being locked down. The concern for her immediate safety was met by them being there with her. Alone. And now they just had to meet the concern for her comfort. Rhodie reached up an grasped the top of the tarp covering Pepper and began pulling it down. First her bare shoulder was exposed and then her slender chest followed by.her small, firm breasts. Her flat stomach came into view and then her waist, her hips, and then her tight looking little pussy. He pulled the material down her long legs until the sheet was off all the way, leaving Pepper perfectly naked. Both men stared at the sleeping, naked, vulnerable woman, memorizing the lines of her body. Then Happy sat up straighter and pulled his erect cock out of his pants. “What the hell are you doing?” Rhodie asked. He should have been angry with the fact that Happy was about to take sexual advantage of a woman but as they both became victims to the strange pheromones emanating from Pepper’s nude body everything just felt slightly surreal. “What?” Happy asked as if this was the most normal thing in the world, “I’m going to take her temperature.” “With your cock?” Rhodie asked in disbelief. “The Medical bay won’t be open for a while so we don’t have any thermometers,” Happy explained, “What else am I supposed to do?” “In her mouth?” Rhodie asked as he sat up straighter and began unbuttoning his pants, “You’ll never get an accurate temperature that way. It has to be anally. Everybody knows that.” “You have your way and I have mine,” Happy said with a shrug as he slid the tip of his prick along Pepper’s lips. As Happy slid his prick slowly past Pepper’s lips, she automatically began licking the smooth, velvet tip as it delved deeper into her lightly sucking mouth. She moaned around the cock-shaft as Rhodie began using his fingers on her tight pussy, making her wetter and wetter. While Happy’s heavy balls rested in her chin she swallowed around his tip, her throat clutching him tightly as Rhodie’s fingers began sliding in and out of her hot cunt. Happy held Pepper’s head steady as he slowly fucked her mouth, amazed that even unconscious she knew what to do with a prick in her mouth. His hips rocked back and forth and as he reached under her to squeeze one of her small tits, his hand accidentally touching Rhodie’s. The two men looked at each other for a second, not sure as to what to do before quickly yanking their hands away from her chest and concentrating on their respective areas of slumbering, vulnerable Pepper Potts. As Happy took his time fucking Pepper’s sleeping face, Rhodie’s used his fingers to draw out her slick juices and smear them on her tiny, puckered, little asshole. He slowly slid one finger into her tight hole before doing the same with a second, stretching her out slightly and causing her to groan out in pleasure. Holding Pepper’s head steady so he didn’t miss a stroke, Happy watched as Rhodie rolled her over on her stomach and placed a pillow under her hips to raise her tight little ass up. When Rhodie began positioning his cock, Happy quickly looked away, down at his own cock slowly disappearing inside of Pepper’s mouth. Rhodie held the soft tip of his prick against the opening of Pepper’s ass, lubricating his head with her juices until he pushed forward. His sensitive cock-head popped through the tight ring of muscle and he heard her groan around Happy’s cock as she began softly rolling her hips around in her sleep. He began pushing forward slowly, Pepper’s tight ass parting before him, taking in everything he had to give her until he was buried completely inside of her, his balls resting on her sticky pussy-lips. Happy and Rhodie accidentally locked eyes on each other again before quickly looking away, both going back to their own respective areas of the naked woman they were violating. Rhodie pulled back a little as Happy pushed in before reversing with Happy pulling out as Rhodie pushed in. They went slowly, softly, oddly worried about disturbing her sleep as they fucked her ass and mouth. Pepper moaned around the cock in her mouth as she pushed back her ass slightly in her sleep, her body enjoying what was happening even though her mind was unconcerned to what was happening to her. Rhodie kept a firm grip on her slender thighs as he rocked back and forth inside of her, Happy keeping her head still as he fucked her face. Their moans joined together as Pepper’s orgasm began, her tight, up-thrust rear-end clamping down and squeezing Rhodie’s thick cock as she sucked on Happy’s prick. Pepper’s orgasm triggered the two men, Happy pulling out and cumming on her face while Rhodie buried himself deep in her ass, filling her with his tight seed. Both men panted and grinned wildly as Happy looked over at Rhodie and asked, “How was her temperature on your end?” “Felt just fine to me,” Rhodie said with a chuckle. —– As Ward landed the Quinjet he saw nearly a dozen naked, horny German workers milling about the excavation site. When he exited the Quinjet he was met by Jane who was just finishing getting dressed and a completely naked Darcy who had her clothes balled up underneath her arm. She grinned at him unabashedly as Jane began to stutter. “Sorry, sorry. Sorry, Master. We started getting ready and then one thing led to another,” Jane said apologetically. “Yeah, there were ‘things’ leading all over the place,” Darcy chimed in, never losing her smirk, “Had to take care of ’em before we could get ready.” Ward looked over the naked human as she stood unashamedly naked in front of him, not the least concerned that she had technically disobeyed him by not being ready to leave. On his trip across the water he had used his link to his followers to tell the two women to be ready for him and although Jane was ready to go, Darcy was oddly defiant. Jane saw the cold look the master was giving Darcy and stepped in between them. She looked.at the master and began pleading with him. “I’m soooo sorry, Master. She’s like this with everyone. She figured that dressed or not, she was ready to go.” Ward looked past Jane at Darcy who was still smirking and just shrugged at him. He turned around and entered the Quinjet. “Join me and put your clothes on, when I want you naked I will tell you,” he ordered as Jane followed him obediently. “Sure thing, boss,” Darcy said as she boarded the craft, her tits and ass jiggling with every step. Ward was a primeval being, not remotely human despite the body he inhabited. When the universe was still expanding after the Big Bang he had been one of a collective of the first beings born into the chaos of the expanding cosmos. But after five minutes of being around Darcy’s wildly jiggling breasts he still became distracted on a base, human level. He used his powers to inform Jane on how to pilot the craft and then excused himself to the back. Darcy still hadn’t dressed as ordered by her master, she had simply sat down and strapped herself into one of the jump seats. The buckles and straps criss-crossed her chest, emphasizing her large, firm tits even more as she continued smirking at Ward. As he loomed over her now she continued smirking up at him “Undo the straps,” Ward ordered as he began unzipping his uniform. The smirk never left Darcy’s face as she complied while her master pulled out his hard cock. “You know what to do,” he ordered as Darcy gripped the base of his.cock and jerked on it a few times. He knew that he had just lost a small battle of wills with the human, she had wanted to see if her body would do to him what it undoubtedly did to other humans and he had given in. He may have to kill her later for her impudence but he was going to make sure he fucked her tits at least once before that happened. Darcy released the master’s cock.and raised her massive mammories up, wrapping them around his throbbing dick. She began lifting them up and down, fucking him with her tits, enjoying the power they gave her over, it seemed, all men. Her nipples were rock hard and sizzling with need as her pussy flushed in pleasure at having seduced the master but she knew better than to push her luck any farther. Her long tongue circled the head of his cock every time it popped up from her creamy cleavage and her mouth watered at the taste of his pre-cum. Ward refused to buck his hips, letting the voluptuous human do all the work in pleasuring him. He rifled through her mind to find out how many times she had performed this act and was actually shocked at the number. No wonder it felt so good, she’d had plenty of practice. He had enjoyed the sex he had been having on his rise to power if only because of the body he was wearing but this, now, fucking this girl’s impressive tits, this was for pure pleasure. Sweat was breaking out over Darcy’s forehead and a blush was creeping across the top of her chest as she serviced her master. His throbbing cock between her breasts felt almost as good as regular sex and her hot, churning pussy was dripping with the need to release. “Faster,” Ward ordered, “Harder.” He could already feel the need to release as he stared down at Darcy servicing him, her warm, silky tits sliding up and down his shaft. Such magnificent breasts would have to be saved when the Ancient Ones returned. On the verge of orgasm he grabbed onto the human’s wobbling orbs, thrusting himself into the warm valley.of her cleavage before suddenly releasing them. With no notice he thrust himself into her mouth, over her tongue and into the back of her throat, his boiling balls resting on her pointed chin. With a grunt Ward came, draining his balls straight into Darcy’s tightly clutching throat until he was soft and satisfied. He pulled his cock out of her mouth and slapped it wetly on her forehead as she looked up eagerly at him. He grinned down at her with a knowing smirk. She wanted him to fuck her, to give her the release she craved but, unfortunately for her, his decision not to kill her made it necessary for her to be punished. “No,” he said matter of factly and smiled as she pouted up at him. He called mentally for Kane and she immediately appeared at his side. He grabbed Darcy’s wrists and held her arms behind her back. “Tie her,” he ordered Jane and she immediately complied. Jane looked from Darcy to their master and back again, afraid of what he would ask her to do next. “Is… Is there anything else, Master?” she asked worriedly. “Yes,” Ward hissed as his dick began to harden on it’s own, “Remove your pants.” “Oh no, that’s not fair,” Darcy pleaded with wide, jealous eyes, “I was just joking…” “On your knees,” Ward ordered Jane. “And here’s my response to your joke,” Ward said to Darcy as he knelt down behind Jane’s tight, up-thrust ass. “Oh come on,” Darcy squealed as she fought against the straps holding her, her naked, needy body jiggling. “Fuck me, Master, please. I’ll never do it again,” she pouted. Ward smirked as he held the tip of his prick at the entrance to Jane’s tight ass. He pushed in slowly until his soft cock-head slipped past the tight ring of muscle. “Jane, please tell Darcy exactly what you are feeling,” he ordered with a grin. As her master pushed his cock into her tightest hole, Jane gasped out in pleasure. “Oh God, Darcy! It feels soooo good. He’s so good it doesn’t even hurt, it just feels so, damn, good,” she groaned out. Darcy’s wide eyes were locked on the sight of the master’s cock sliding slowly into Jane’s ass. “This is so not fair,” she mumbled as she rubbed her thick thighs together, desperate for friction, Jane threw her head back and arched her back as she pushed her rear-end against the master’s hips. “My God it feels good, not like anything I’ve ever felt before,” she gasped out. Her gasps turned to moans as the master filled her completely, his balls.resting on her sticky pussy-lips. “I thought it would hurt but it doesn’t, Darcy. It just feels better than anything I’ve ever felt before!” “Oh, come on!” Darcy gasped in pitifully as the master pulled out slowly and pushed back into Jane’s tight ass, fucking her deeply. Groaning in lust and pleasure, Jane couldn’t talk as she pushed her ass back against the master’s thick, hard cock. She rocked her hips from side to side and up and down, stretching herself out on his shaft as she worked herself back and forth. A small stream of drool escaped from her mouth as she fucked herself with the master’s prick, worshiping him with her tight rear-end. Ward’s eyes stayed locked on Darcy, taunting her with the pleasure he was giving Jane but denying her. “Will you deny me again?” he asked the struggling college student. Darcy struggled for a moment before collapsing in her seat. “No, Master,” she said in shame. “Will you deny my orders again?” Ward asked as he buried his entire length inside of Jane’s clutching ass. “No, Master.” Ward reached beneath Jane to the slick juncture of her thighs. He slid two fingers into her slick cunt and strummed his thumb against her clit bringing her to orgasm. As her tight hole clamped.down in him even more tightly he came, filling her up-thrust ass with his hot cum. “Good,” he told Darcy as he and Jane enjoyed their orgasms. Jane mewled in pleasure as she relaxed and slumped forward, Ward’s cock popping out of her ass. He cleaned himself on Darcy’s tits, refusing to let her clean him herself as he smiled smugly down at her. “I will release you when we reach our destination and know this, I will allow no more of this behavior from you,” he said as he zipped himself up. “Yes, Master,” Darcy said meekly as her master returned to the flight cabin and Jane smiled dumbly on the floor. It was another half an hour before Ward allowed Jane to release Darcy as he turned on the cloaking device. The Quinjet landed unnoticed on the football field of a New York University, the on-board computers indicating that his quarry was close. “Is all super human activity located in New York?” he asked Jane as Darcy got dressed. “Seems like it,” Jane said as she looked down at a hand held scanning device. The back of the jet opened and they all followed her out into the field as she pointed off at the main campus. “The scanner says the source of the Gamma rays is about two hundred yards in that direction.” Darcy looked around, her usual smirk already returned. “Hey, I think I got rejected from here.” Ward looked around at all the energy flowing through and around the campus. Such a cornucopia of unbridled sexual energies. “Jane, give Darcy the scanner,” he ordered, “Darcy, follow the directions of the scanner, find the source of the rays and report back. No side trips.” “You’re the boss, Master,” she said with a mock salute before setting off. Ward looked from Darcy as she left to Jane and back again. “And you say she’s always like this.” Jane simply shrugged her shoulders and nodded. “‘Fraid so, Master.” Circling the campus twice and stopping at a snack machine, Darcy finally found the source of the Gamma rays. She didn’t really believe what she was being shown and after smacking the device twice in her palm for good measure she set out to introduce herself to the source the scanner had pinpointed. Darcy boldly approached the slender built woman reading a thick book beneath the shade of a large oak. “Hi, I’m Darcy,” she said as she held out her hand. The dark haired woman stared up at the strange young woman introducing herself. “Hi,” she said suspiciously as she took the offered hand. Darcy shook the woman’s hand and looked around the lush campus. “So, you go here?” she asked as if she didn’t have a care in the world about interrupting a stranger. The slightly older woman cocked an eyebrow at the strange girl. “Research, actually.” she said still with a note of suspicion. “Ha! My boss does that,” Darcy said, “Jane Foster. You know her?” Intrigued the woman put down her book. “I think so. She usually works with a Dr. Selvig, right?” “That’s them,” Darcy agreed. “Hey, I didn’t get your name.” “Betty. Betty Ross.” To be continued…
Source: New feed

Not The Whedonverse Pt. 02 Chap. 02

This is a work of complete fiction. It just popped into my brain so I wrote it down and share it for free and make no money off of it. No one under legal age may read this, if you know what’s good for you. No one over legal age should read this for the same reason. All characters used in this story are a parody of any real or fictional person. I do not own Marvel’s The Avengers, Marvel’s Agents of SHIELD, or the characters from them. Comments are always welcome and appreciated so you should feel free to share. Story Code: MC, Multiple Pairings, Noncon-Con, This Is Not The Whedonverse Pt. 02 Chap. 02 Marvel’s The Avengers With Special Guest Stars Marvel’s Agents Of S.H.I.E.L.D. By Muhabba “This will be, perhaps, more difficult,” Ward thought as he surveyed his new surroundings. The S.H.I.E.L.D. Hellicarrier looked like a standard military carrier ship docked in a New York City Navy station but he knew that four powerful turbines beneath the surface of the water could lift the carrier into the sky and reflector screens would render it nearly invisible from the surface. Various security personnel scurried around the outside deck of the ship, all with various separate jobs to attend to, all keeping him from accessing the Tesseract. He made sure to keep an eye on everything and everyone while the agents moved the cube from the transport ship to the holding facility as he thought, “Maria,” and immediately felt his servant’s mind open to him. “Yes, Master,” Maria thought back. “Take your men and spread my influence,” Ward thought, feeling the deputy director’s glee at getting to infect so many more people both for her own physical enjoyment and to serve him. “Be cautious. I cannot be found out just yet.” Feeling assured of Maria’s abilities he then mixed into the crowd and followed the other agents into they carrier as the carried the Tesseract to it’s new location. “Your will is my pleasure,” Maria thought before starting to compile a mental list of all the pleasures she had denied herself before now as she concentrated on her career. And also a list of all the agent’s she now wanted to indulge them with. —– Later in the day Special Agent Natasha Romanoff watched Deputy Director Hill exit a seldom used storage room, wipe her mouth off with the back of her hand, smirk, and then walk down the hall as if she wasn’t doing anything strange. After a few minutes a male and female agent exited the same room, adjusted their uniforms and then headed in the opposite direction right past Romanoff’s hiding spot, never noticing her. “What were you three up to?” she wondered. She knew what it looked like but she really doubted Hill’s private life was nearly as interesting as it now appeared to be. “Something strange is definitely going on here,” she thought as she stealthily trailed Hill down the hall. Romanoff had first noticed something was happening in the transport on the way back to the Hellicarrier. It had felt like coming out of a fugue state when she had started to feel a deep blush of embarrassment at the downright wanton flirting she had done in the holding facility. She knew herself well enough to know that needless flirting and embarrassment weren’t part of her nature and then had noticed the same wanton behavior in Hill, but unlike herself Hill continued flirting with everyone she came on contact with or simply passed by. Now, being in a S.H.I.E.L.D. facility and being a S.H.I.E.L.D. agent meant that Romanoff didn’t exactly have to sneak around while she followed Hill but she still found herself wanting to step lightly so not to draw attention to herself. What the Black Widow didn’t know was that because of Maria’s connection to her master she already had the deputy director’s attention. Maria smirked to herself as she led Romanoff down the hall. “Master,” she thought, “She’s following me. I’ll have her alone soon.” “I’ll join you shortly,” her master thought back as she gingerly made her way down the hall until she reached the particular room she had chosen. Slipping quickly inside she closed the door behind her and unzipped her uniform. “Well, so much for not revealing myself,” Black Widow thought as she watched Hill enter the locker room. “This far into the Hellicarrier I would have doubted anyone’s used these rooms yet. Hell, most of these rooms haven’t even been assigned yet.” She stood outside the room as she tried to decide on her best course of action. The safest bet was simply to wait for Hill to come back out and then continue her surveillance but that meant leaving the deputy director alone to do whatever or communicate with whomever she wanted. She had no choice but to follow. “Hello, Agent Romanoff,” Maria said standing completely and unabashedly nude in the middle of the locker room. Romanoff was a bit startled at Hill’s greeting. If she didn’t know better she’d have to say Hill had been waiting for her but why would she be waiting completely naked? “Deputy Director Hill, what brings you here?” she asked, hopefully covering up being initially startled. If there was one thing she hated more than being caught off guard it was being caught getting caught off guard. Maria flung a towel over her shoulder as she cocked her hips enticingly and sent her master’s corrupt will out to ensnare the former Russian spy. “I’m just getting ready to take a shower. I prefer this little out of the way shower since it’s a bit more private. It let’s me relax a bit. And you?” Shrugging her shoulders nonchalantly Romanoff failed to come up with any reason to be in the out of the way locker room other than the obvious. “I know what you mean. I just didn’t know anyone else thought so too.” “Well then, join me,” Maria smirked as she turned around and walked into the shower putting a extra twitch to her ass to give the Black Widow a good look. Romanoff found her eyes drawn to Hill’s tight back side. “At least I know she’s not carrying any weapons,” she thought. “Plus she’ll get suspicious now if I don’t join her,” she decided before unzipping her tight uniform and shrugging it off. Sliding her uniform down she slipped off her sports bra, her large tits giving a small jiggle before standing firm. She bent at the waist to remove her matching black panties and then grabbed a near by towel and joined Hill in the now steaming shower. “She must really like it hot,” she thought as she noticed the large cloud of steam already filling the room but failing to notice the strange green tint. In a small, dark, unassigned bunk, Ward sat listlessly on the edge of of the cot staring blankly at the wall. Detached from Ward It floated freely through the shower, It’s essence mingling with the steam and covering the two females’ wet, naked flesh. Separated from Ward It felt no desire for the womens’ bodies as the hot water cascaded over their exposed skin, only the energies their vulnerable bodies contained. It desired those energies and It let It’s desire spill over them. Romanoff shivered momentarily. Maria’s eyes crawled over the Black Widow’s wet, gleaming body, enjoying the way the steamy water was dripping off of the shorter woman’s now hard nipples and flowed between her thick ass-cheeks. “Something the matter?” she asked coyly, already knowing the answer as she felt her master’s presence sliding across her own body. Agent Romanoff tried to shake her now fuzzy thoughts from her head. “It’s, ah… It’s just a old injury,” she said. She didn’t know exactly what she was feeling but it certainly wasn’t pain, it was just the first thing she could think to say. “Let me see what I can do about that,” Maria said as she walked behind her junior agent. She took a moment to admire the way the water flowed from the secret agent’s red hair, down her graceful back, over her taunt ass, and slid down her legs. She placed her hands on Romanoff’s shoulders and began massaging her muscles, feeling the other woman first tense up at her touch and then slowly start to relax as she continued. She started by concentrating on the Widow’s trapts before caressing down the other woman’s shoulders to her arms, the Black Widow’s head rolling forward as she moaned quietly in appreciation. “Why am I feeling like this?” Romanoff wondered as she groaned out. She hadn’t felt tense before entering the shower but now every muscle in her body felt like a live wire, sizzling in the warm steam even as she felt herself relax, a contradiction she couldn’t rationalize. Every instinct she had was telling her that she was in danger but her mind felt like it had been separated from her body. Her naked, vulnerable, throbbing body. Maria had to suppress a chuckle as she felt Agent Romanoff respond to her touch. She stepped closer to the other woman, her hard nipples scraping against the sexy agent’s back. She slid her hands down the junior agent’s arms, enjoying the simple feel of Romanoff’s silky skin. She moved her hands to the now panting woman’s back, massaging her muscles from her shoulders down to the top of her thick ass as the other woman pushed her back side up towards Maria’s grasping hands. Maria pressed her groin forward against the Black Widow’s ass, grinding against her thick rear as she slid her hands around to the agent’s abdomen. She began nuzzling the secret agent’s neck as she slid her hands up to cup Romanoff’s large tits. “Wow, your breasts feel phenomenal,” she giggled. “Please,” Natasha groaned, lost to the lust that had sneaked it’s way through her hungry body. Maria smirked and toyed with Natasha’s aching nipples. “Please, what?” “Please…” Natasha panted. “Just, just… please,” she gasped trying to fight the urge to say what she desperately wanted to say and finally failing. “Please fuck me.” Maria grinned evilly before she began kissing, nuzzling and licking down Natasha’s spine. She got down on her knees and gripped the other woman’s thick ass-cheeks, kneading the firm flesh like dough. She parted the panting agent’s pale cheeks and heard her groan in need and then gasping out as Mara quickly licked up from her wet slit to her puckered asshole. Maria pursed her lips and kissed at Natasha’s dripping pussy, amazed at how easily the agent had succumbed to her and the master, lost the moment she had entered the shower. “Fuck, fuck, fuck…” Natasha chanted in animalistic need as Maria began shoving her tongue into her dripping pussy. She knew that what was going on was wrong, knew that it had to have been some kind of trap and was amazed that it had happened so quickly but she didn’t care. All she cared about now was that she had never felt so horny before in her life and that Maria’s tongue felt like heaven itself. “She tastes soooo good,” Maria thought as she hungrily licked at Natasha’s gushing cunt. She shoved her tongue as deep as she could into the horny agent’s hole and rolled it up like a tube before pushing it in and out, tongue fucking her. She used her nose to nuzzle against Natasha’s taint as the Black Widow groaned and moaned in lust above her. She held her agent’s hips as Natasha began humping herself against her face as she eagerly licked and sucked the secret agent’s pussy. She could tell Natasha was already on the verge of cumming by the spike in energy flowing over them both and couldn’t help but feel slightly disappointed. As far as the junior deputy director was concerned she could have happily spent all day with her tongue in Natasha’s cunt but her master needed her to spread him to as many people as possible. Pulling her tongue out of Natasha’s drooling cunt she aimed herself up a bit, rolled her tongue up again and plunged it into the horny agent’s tight ass. “Oh God!” Natasha screamed as she came. If Maria hadn’t been holding firmly to her wide hips she would have fallen to the wet floor as her muscles spasmed and twitched in pleasure. She slid forward and rested her heaving chest against the wall as she began palming her large tits, tugging on her nipples while riding out her orgasm. Ward’s eyes began to focus as It rejoined him and Natasha’s energies filled him. —– Standing outside of Selvig’s new lab Ward peered though the glass door at the Cube as it pulsed, almost like it was calling to him. Selvig was alone in the room finishing the placement of the Tesseract in it’s new cradle as Ward made contact with Maria, ordering her to his side. “How may I serve you, Master,” Maria obediently asked as she entered the room. Ward didn’t even bother to look at Maria as she took her place behind him, his eyes were only for the Tesseract. “Your seduction of Natasha went fairly quickly, even with my help,” he said. “Yes,” Maria smirked. “A very tasty seduction. I was very pleased to have served you in that manner.” “My powers have changed since coming to this world,” Ward continued, barely acknowledging that Maria had spoken. “Previously the lust that humans feel at serving me came after sexual or telepathic contact but now it seems to come about merely through proximity. The old human, Selvig, take him. Rather, make him want to be taken. Do not force yourself on him as I wish to see how my powers have grown.” Maria nodded obediently, “Yes, Master,” before stepping into Selvig’s lad. She let the door close behind her, framing her body in the doorway. “How’s it going, Doctor?” Selvig was to engrossed in his work to even look up as he said, “Very good, Deputy Director. I should have everything up and running in a few minutes. Have you been able to contact Tony Stark yet?” “Not yet,” Maria said as she started making her way around the lab waiting for Selvig to notice her, “but Stark can be a very hard man to reach.” When the doctor failed to look at her she made her way over to the console he was engrossed over. She bent at the waist and pretended to look at the various blinking lights, her back arched and her ass high in the air. “Is there anything I can do for you while we wait,” she asked, trying to keep the sexual desire coursing through her out of her voice. “No, no. I’m quite fine for right now…” Selvig started before being distracted by the woman bent over provocatively next to him. He found himself suddenly strangely drawn to her: her stern face staring intently down at the screen, her gracefully arched back, her small breasts tightly contained in her uniform, her firm and sculpted rear-end struck up high in the air, and her long legs. “I… uh, I mean there’s not really much… much else I can do until I talk, I mean, you can contact Stark,” he stuttered. It wasn’t that he didn’t find her attractive, he did, but when a man of his age saw a woman of Hill’s age his first thoughts were usually just, “Young woman”. He was far too old to find such a young woman as a viable sexual partner and she was far to young to find a man of his age attractive. Suddenly he shook his head. “What am I thinking?” he wondered as he tried to defend himself against finding the deputy director sexually attractive. Maria slowly stood up straighter and turned around, leaning back against the console and arching her back out slightly to thrust out her small chest. “Is something the matter, Doctor?” she asked while trying to sound genuinely concerned. “You seem… tense.” Selvig had to tear his eyes away from Hill’s chest, her nipples obviously erect. “Oh! Ah, no, no. Everything… everything’s fine. Just… ah, eager! Eager to get back to work.” Placing a hand reassuringly on Selvig’s shoulder Maria peered deeply into his eyes. She was purposefully making sure to keep her master’s energies from leaking out but even without using them it was obvious that she was having a effect on the much older man. “I understand, Doctor. But if there’s anything I can do to help I’m completely willing to be at your disposal. I’m all yours.” “Is she flirting with me?” Selvig wondered with a small smile. “It’d be nice to think so but it’s been years since I’ve been young enough to consider a office fling.” Maria smiled coyly at the doctor. “What’s got you grinning all the sudden?” “Oh, just old memories,” Selvig said as he took his time to fully appreciate Hill’s slender, fit body. “Just, well, what you said about being tense here in the lab suddenly got me thinking about the old days in college. All those long hours locked up in the lab, just me and a friend for hours and hours trying to crack the mysteries of the universe.” “And what did you and your friend do to release your tensions?” Maria asked knowingly. Selvig took a moment to think it over and then let his formerly dormant libido answer for him. He cupped the back of Hill’s head and leaned forward, kissing the sexy agent, their lips meeting briefly before he slipped his tongue into her warm, waiting mouth. As Selvig’s tongue slid into her mouth it seemed to break the bubble Maria was keeping her energies in and her lust flowed into the older man through their kiss. She pressed her body firmly against his, their hands sliding along their backs as their kiss turned deeper and she felt his prick beginning to respond as she pressed her heated groin to his. “Interesting,” Ward thought as he watched the two humans beginning to mate. “Simple proximity raises the humans’ libidos. That will make things easier.” He casually made his way into the lab, Maria and Selvig paying no attention to him as Maria broke the kiss, giggling sweetly as she got onto her knees. Ward held his arms open wide welcoming the energies of the Cube, basking in them. “Home,” he whispered reverently as he released his energies, mingling them with the Tesseract’s, preparing to open a portal to bring forth the true rulers of this world. His eyes flashed orange fire as be released his will and waited to greet the Great Old Ones and rejoin them, shaping the world in their Hellish vision. No, Hell was to small a word. The humans would pray for something as mundane as Hell. Ward’s energies flowed around the Tesseract letting his desires to open a way home fill every atom of his existence. And then he waited. And then he continued to wait. And waited some more. He looked over at Maria and Selvig as the woman released the older man’s hard cock from her talented mouth and stood up, Selvig helping her out of her uniform before she sat up on the computer console and spread her long legs to the scientist. Ward turned back to the Cube, the flames in his eyes dimming. “Why isn’t it working?” he wondered as he held his arms out even more rigidly and redoubled his concentration. Nothing continued to happen. He was momentarily distracted as Maria squealed gleefully and Selvig chuckled. Ward let his arms drop in frustration and strode over to the Cube. “Why won’t you work?” he hissed through gritted teeth. “I just want my home.” Looking over at Selvig and Maria again, Ward thought about asking them for some kind of assistance but he realized that he already knew everything that they knew about the Tesseract. He placed his hands directly on the Cube and concentrated again but nothing still happened. He growled in frustration and held his head in his hands as he concentrated on Natasha. “Yes, Master,” Natasha said as she walked down one of the Hellicarrier’s many halls. “I cannot yet activate the Cube,” Ward thought at his servant. “It appears I will need this Stark person. Bring him to me.” Natasha stopped outside the door to one of the crew quarters. “Already working on it, Master.” Ward nodded his head as he turned his attention to Selvig and Maria. With nothing else to do but wait for his influence to be spread he watched Selvig and Maria fuck, it might be interesting to see how well the older man kept up with the older woman. And having already had Maria he perhaps could offer the aging scientist some pointers. —– There was no way Stark would allow her close enough to seduce him so Natasha would have to go about it in a round about way. She knocked on the crew quarters door and then held up a bottle of Scotch and two glasses just as the door opened. “Hey, Phil. Heard you were going on a trip.” Coulson smirked. “Just across town. I don’t think it deserves a bon voyage,” he said in his usual dead-pan but good natured voice as he held the door open and let Natasha in. “What’s the special occasion?” Natasha placed the bottle and glasses on the room’s small table and then sat on the edge of Coulson’s bed. “Nothing special. We’ve both been kinda busy with Fury’s Avengers Initiative and I thought we could both use a bit of a break. You’re not heading to Stark Tower just yet are you?” she asked before pointing towards the bottle. “You can pour.” “Techs are running some diagnostics on Lola,” Coulson said as he poured a small amount of liquid into both his and Natasha’s glasses, “Should be ready in about an hour.” “You and that little red car of yours,” Natasha said with a smirk as she took her glass from Coulson and he sat down next to her. “Boys and their toys. Cheers.” “Cheers,” Coulson said and quickly downed his Scotch. “Oh, that’s good. Where’d you pick this up?” “Barton actually picked it up for me,” Natasha said before sipping at her drink. “I was shocked he knew anything about Scotch,” she said with a friendly smirk. “So what really brings you to my quarters?” Coulson asked as he sat down his empty glass. Natasha grinned. “You always were a quick one, Phil,” she said taking another sip before putting her own glass down. She knew that she needed to seduce Coulson to complete her master’s plans and she knew that all she needed now was close proximity in order to raise a person’s libido but she also knew that the agents of S.H.I.E.L.D. were a close knit bunch with little time off and various histories. Including her and Coulson. “When’s the last time you had some time off, Phil?” “Probably around the same time you did,” Coulson said with a smirk. He knew where this conversation was probably headed since agents rarely got time off to relax. Or just let off some steam. Natasha smirked as she slowly unzipped her uniform halfway down to her torso to reveal her unencumbered cleavage. “So, a week before forever ago,” she joked as she leaned towards Coulson, lifting one of his hands up to her amazing chest as she kissed him. The kiss was short but strong, their lips mashing together as she ran her warm tongue across his lips. Coulson ran his thumb over the spot of Natasha’s uniform covering her hard nipple before breaking the kiss. “I have to leave for Stark’s new tower soon,” he warned playfully. Natasha smiled up at him. “Remember Kuwait? I’m not going to need that long,” she said with a playful smile as she began quickly unbuttoning Coulson’s shirt. “Oh, I remember Kuwait,” Coulson said as he hurriedly took off his jacket and began loosening his tie. He stood up and slid his shirt and tie off as Natasha smile wolfishly before standing up as well and beginning to pull her tight uniform down. He quickly slipped his shoes off and bent down to yank off his pants and boxers before standing up again to see that Natasha was completely naked and hadn’t been wearing a single stitch of underwear. “No underwear, huh? So this isn’t just a spur of the moment thing, you came prepared.” “What can I say, I always wanted to be a boy scout,” Natasha said sardonically as she reached out and grabbed Coulson’s already hard shaft at the base. “And speaking of prepared…” Coulson stepped closer, Natasha jerking his shaft as her firm tits pressed against his chest. “Like you said, it’s been a while,” he said before kissing her, running his tongue past her red lips as he squeezed one of her large breasts with one hand and ran his other hand down her backside. He slid his fingertips between her tight ass-cheeks, reaching low to caress the already wet juncture between her legs. Natasha turned them around and pulled Coulson down with her as she laid down on his cot. “I thought you were dating a violinist or something?” she asked as she broke the kiss, now laying flat on the mattress. “Cellist,” Coulson said as Natasha spread her legs and used the grip she still had on his prick to move him on top of her, between her thighs. “But we haven’t gotten this far yet.” “What? Casual quickies between friends?” Natasha asked jokingly before moaning in pleasure as Phil slid the first few inches of his hard cock into her wet pussy. “Ahhhh…” Phil groaned as Natasha released the hold she had on his dick and her tight pussy fluttered around his shaft. “You know what I mean,” he said with a grin as he slowly pushed his shaft into her hot, clutching pussy. “Mmm… She’s missing out,” Natasha groaned as Phil slid the last of his dick into her. She ran her hands up and down his back, amazed at the musculature that was usually hidden beneath his suit. She rolled her hips up to meet his groin, rubbing her inflamed clit against him as he began slowly working himself in and out of her. Phil grunted as he began to slowly build his pace, plunging harder and faster into Natasha’s tight cunt. “Thanks,” he grunted before bending his head down to her chest and catching one of her ripe nipples between his lips, biting down on it slightly and causing the super-spy to squeak in joy. His cum-filled sack slapped wetly against her ass-cheeks as he plunged into her wet hole harder and faster and causing them to both moan out. Natasha rolled her hips up in time to Phil’s thrusts as she arched her back to push her phenomenal chest up to his sucking mouth. “She’s going to feel like one lucky girl when you finally do,” she said with a grin as she fucked back against his insistent thrusts. “Thanks,” Phil said through his mouth-full of tit as he thrust himself into Natasha’s body over and over again. He released her tit from her mouth and switched to the other jiggling orb, enjoying the sound of her squeaking again when he bit down on the new nipple. He buried himself as deep as he could into her churning cunt, letting her nipple pop out of his mouth as he gripped her hips. Sitting straight up he slipped his hands underneath her to grab a hold of her muscular ass, lifting her lower body up and then down on top of his thighs, his prick never leaving the tight sheath of her sexy body. “Oh fuck, she’s going to feel lucky!” Natasha gasped at the change of position. With her lower body resting on the top of Phil’s thighs and her upper body laying flat on the mattress there was nothing for her to do but enjoy the feel of him as he began fucking himself deep inside of her again. “Thanks,” Phil grunted as he pumped himself into Natasha’s hot, sweating body while he held her legs wide open. He had a completely unobstructed view of her naked, gleaming body as they fucked and was amazed at how little her unbelievably firm tits moved when he pounded into her. “How… how much… much longer until… ‘til you have to… to leave for… for Stark Tower,” Natasha grunted between thrusts. Her eyes were closed as she concentrated on the pure pleasure coursing through her body, her arms out spread and her legs held wide open. Phil took a quick look over at his clock, not wanting to tear his eyes away from Natasha’s amazing body. “Twenty… twenty more… more minutes,” he panted in response. Natasha licked her lips. “Al… already? Better… better hurry up then. Still have… have to clean up and… and get dre… dressed.” Phil didn’t want to end so soon but he knew Natasha was right. He leaned over her, letting her ass slide down his thighs back onto the bed, his throbbing cock still buried inside of her as he bent over her. Without moving his prick he rolled his hips, his groin scraping against her erect clit and his cock-head rubbing against her G-spot, making her cum. “Soooo fucking lucky,” Natasha groaned through her orgasm her tight pussy gripping down on Phil’s cock as he shuddered and came as well, his thick seed filling her spasming pussy. Her orgasm washed over her like a warm, gentle wave flowing through her body. Phil grinned down at Natasha’s panting face. “Thanks,” he moaned as he was filled with a new purpose. Natasha looked up dreamily at Phil. “Nothing like a quick, casual fuck between friends. You know what you have to do now, right?” Phil smiled warmly down at Natasha. “Serve the master.” —– Nick Fury sat in his private office studying the security footage on his computer. He didn’t usually carry his side-arm while behind office doors but today he needed the comforting wight. Black boots, black slacks, black shirt, black shoulder holster and his mat black gun. He was ready for battle but he didn’t know what or who the enemy was. His computer monitor was split into a dozen window, each one shuffling through different areas of the Hellicarrier. Some showed agents going through their tightly drilled routines, other showed agents wandering around with a dazed look on their faces, and the rest showed agents sneaking back and forth form room to room, hall to hall, access corridor to walk-way to venting ducts. Fury reached for the comm on his desk and flicked it on. “Barton, this is Fury. Come in.” “Barton here. What’s up, Nick?” the comm clicked on. “I need you back at the Hellicarrier,” Nick said without inflection. “ASAP. I’ll have a sit-rep for you on site.” “Roger, Nick. Over.” and the comm clicked off. Fury Sat back and stared at his screen for another moment before pulling out his personal tablet. He took a breath, collecting his thoughts, organizing them, trying to figure out how to write that his Hellicarrier had been infiltrated. —– Ward took one last look at the dossier before It left him sitting on his cot, staring blankly at the wall. Two human females in a foreign land far away. It had no idea how or why the humans would divide their lands but now It had to find It’s way through those lands, across a wide body of water to another land that was the same as the first land. When the Ancient Ones returned there would only be one land and it would be beautifully desolate and the water would be as blood. A pang of homesickness throbbed through It as It let It’s desire to find the two females fill It while It traveled across the void of land and water. It did not feel time the way that mortals did when It was not residing in one and had no idea how long it was taking to track down It’s targets as It traveled. In the bright light of day it would be hard to detect It’s presence as It swirled around a large area filled with scurrying humans and the two females It had found. It waited. It couldn’t decide which of the females to possess, afraid that if it possessed either one than the other could perceive the changes and escape, perhaps with more information in it’s mind than the one It had chosen. Sorting through It’s options was more difficult without It’s hosts for some reason but It decided that since It could only possess one mortal at a time then the best course of action would be to possess a different host and then simply infect them both. It quickly found a new, temporary host, one that appeared to be leading the other humans, and waited for it to be marginally alone before filling it with It’s corrupting influence. It rifled through It’s new mind and found that It was now Jannik Schmidt, foreman of a construction company. His company had been hired to excavate a old, possibly ancient, building where a mysterious object had been found during World War II. Jannik had no idea what the object had been but It knew that according to the S.H.I.E.L.D. files that the object had been the Tesseract, unearthed by the Red Skull, the Nazi super-villain who ultimately betrayed the Nazi party for his own plans and had used the Cube to power his weapons. And now, also according to the S.H.I.L.E.D. files, Jannik answered to Dr. Jane Foster and her assistant Darcy. Jannik knew where they were and stalked over to them, trying to smile warmly as he approached. “Good morning,” he said with a thick German accent. “So far it is,” Dr. Foster said as she caught Darcy ogling the foreman as he approached. “Stop that,” she hissed to her assistant as she jabbed her in the side with her elbow. “What?” Darcy whined. “He’s, like, totally ripped.” “Try to at least act professional,” The astrophysicist said before turning back to Jannik. “How’s the dig going?” she asked the muscular foreman. “Fine, fine,” Jannik answered as he took a moment to admire the two females’ bodies. Ward, while not represses, was a more reserved individual when compared to Jannik. Jannik had admired the two American women since they arrived earlier this morning with their special government contracts to begin to supervise the excavation of the old building. He had been lucky to have had the closest construction crew for the rushed excavation and had easily won the bid to begin the soonest which now brought him under the supervision of the two beautiful Americans. He had admired them since first meeting them but he was to much of a professional to hit on them during the job and since his libido was more robust than Ward’s he planned on hitting on one, if not both, as soon as the job was finished. Since she was in charge, Jennik looked over Dr. Jane Foster first. She was an astrophysicist which made it strange she had been placed in charge of an excavation. She had a slim build with a tight ass, small breasts, bright brown eyes and shoulder length brown hair, and wearing a plain blouse and slacks. Jannik hadn’t figured out what Darcy was. She held no degrees, made no decisions, was not consulted on anything and appeared to have no knowledge of anything they we’re doing there. But her dramatic hourglass figure, round ass,giant breasts, generous mouth, long dark hair, and wearing loose fitting slacks stretched tightly over her ass and a matching blouse stretching tightly over her chest didn’t make him mind too much. “I thought we could go over the details of the dig in my trailer, if that’s OK with you?” he asked the two women. “Sure, sure,” Doctor Foster said as she turned to her student assistant. “Darcy?” Darcy grinned at Jannik, admiring his broad chest for a moment. “You got any food in there, I’m starving.” Jannik smiled and posed a little for the younger woman. “I’m sure I can find something to satisfy you. This way,” he said, holding his arm out to the trailer/office and then followed the two women in. “Drinks?” he asked as he casually locked the door behind them without being noticed. “Water, please,” Dr. Foster answered. “Lighten up, Jane,” Darcy said, elbowing her friend, “We’re in Germany, home of beer. I’ll have a beer, Jannik,” she said cheerfully. Jannik was already preparing the beers and handed one to each woman. “I assure you that there is water in beer, Dr. Foster,” he said with a grin. “And such a small amount of alcohol matters very little.” He grabbed his own beer and gestured to the sitting area of his office, a small couch and chair. “Sit, sit,” he said jovially. Dr. Foster took the chair, sitting rather stiffly, while Darcy reclined on the couch, leaving just enough room for Jannik to slid in next to her. “So how would you like to proceed, Dr. Foster?” he asked as he watched her take a sip from her beer. He released a small bit of his power and will into the small room and waited. The somewhat socially awkward astrophysicist took another small sip of her beer, completely oblivious to Darcy quickly downing her’s and Jannik playfully sliding the undergraduate his own. She shifted around in her chair a little, suddenly filling stifled for some reason and missing Darcy taking the foreman’s beer and rubbing the lip of his cup against her full lips before taking a deep drink. As Dr. Foster made her way through her notes she had put together before coming to Germany, missing Darcy giggle as Jennik took the beer back, took a sip and then placed it back against Darcy’s lips and poured the liquid into her mouth. Dr. Foster started talking over the points she wanted to accomplish as she unconsciously undid the first few buttons of her blouse, suddenly feeling very warm and still not noticing Darcy and Jennik as he placed his beer down and placed his hand on Darcy’s knee. She finished her plans and continued into her over-all objectives as she began fanning her flush face while Jannik slid his hand up Darcy’s leg to her thick thigh and bent over her face and they began kissing deeply. Jane was shocked when she finally looked up from her papers, shocked and oddly turned on. Darcy and Jannik we’re on the couch kissing, deeply, firmly, as Darcy ran her hand up and down his muscular thigh and he all but kneaded one of her large tits. “Oh, my, God,” she whispered in disbelief as Jannik deftly unbuttoned the first few buttons of Darcy’s top and slid his hand inside. She could hear her assistant moan in appreciation into the German man’s mouth as he worked her large tit. Jane licked her suddenly dry lips as the undergraduate slid her hand from the foreman’s thigh to the growing bulge in the front of his work pants. As Darcy fondled his clothed erection, Jannik slid his hand out of her shirt and down between her legs as she opened her legs to give him easier access and groaned in pleasure. Numbly, Jane let her papers fall to the floor, unsure of what to do as she watched the couple practically maul each other. Darcy humped her groin against Jannik’s hand and giggled as he took the hint and began unfastening her pants while Jane mewled as he slid his hand inside. Jane’s hands began to wander across her suddenly over-heated body, sliding up and down her torso, squeezing her small breasts, rubbing up and down her slender thighs, and dipping down between her thighs as she watched Darcy remove her blouse. Darcy’s large tits we’re nearly falling out of her bra thanks to Jannik’s hands and she just pulled the cups down, releasing her unbelievably large tits and hard, pale nipples. Jane once again licked her lips as she unintentionally imagined licking her student assistant’s pale wobbling breasts as Darcy was lifting an massive tit up and presenting it to Jannik. He bent down and began sucking loudly on her creamy tit while Jane opened up her own blouse and pulled her bra down, pinching and rolling her hard nipples without even questioning the strangeness of the situation. Jane took her top and bra off completely and then continued to toy with her small tits and moaned in pleasure as Darcy striped off her own blouse and bra. Jannik’s hand was working hard between Darcy’s legs as he continued to feast on her tits and caused the young college girl to pant and moan in lust with a wide smile on her face. She had difficulties opening the foreman’s jeans with him bent over her chest and even though she didn’t want him to stop she needed to feel his cock in her hand. She pushed her chest firmly against his sucking face as she pushed him back, swinging a leg over his lap and straddling him, trapping his hand in her pants but giving her access to his jeans. She quickly undid his belt, buttons and zipper, pulling the front of his pants down enough to release his throbbing cock. “Oh yeah!” she gasped happily as she wrapped her hands around the thick tool, impressed with his size as she began double highhandedly jerking him off. “Looks like I’m the one that found Thor’s hammer this time.” With her view mostly blocked by Darcy’s thick ass, Jane took the opportunity to push down her slacks and panties leaving them pooled around her ankles as she spread her legs. Her overly analytical mind wasn’t concerned with the surrealness of her actions or the strangeness of what was going on in front of her, she was now only concerned with how wet and hot her trimmed pussy was as she plunged two fingers into her sopping hole and began strumming her sizzling clit. “Oh God,” she groaned out as she finger-fucked herself and wished Darcy would switch positions so that she could have a better view. Jannik had Darcy’s body feeling like it was on fire and her pussy churning in desire. She pulled his head up from her chest and kissed him deeply before standing up and yanking her slacks and panties down and then quickly stepping out of them. She didn’t hear Jane groan as she bared her round, pale ass to her friend, she was entranced watching Jannik pulling his shirt off to reveal his washboard abs and then yanking his pants completely off. “Oh yes!” she shouted in joy and punched the air when she saw his completely naked body. She once again straddled his lap and gripped the base of his veiny prick as she lowered herself down, aiming him at her hot, needy pussy. She tight pussy slowly enveloped his prick, stretching her almost to the max but she didn’t care as he once again latched on to her swaying breasts with his hands and mouth. “Oh Jesus,” Jane groaned as she watched Darcy impale herself on Jannik’s large, thick cock. She couldn’t help but admire the way her assistant’s obviously wet pussy stretched around the German man’s hard meat as she jealously slid a third finger into her gushing count, plunging her fingers in and our at the same pace that Darcy was plunging down onto Jannik’s dick. Her eyes took on the sight of the undergraduate fucking herself up and down on the large dick, her thick ass-cheeks rippling with each thrust. Jane’s free hand traveled between her inflamed clit and hard nipples, never satisfied with only being able to touch one or the other and she found herself wishing she had more hands. Darcy was fucking Jannik with the same enthusiasm she did everything else, all out. She rocked her voluptuous body up and down, her mountainous breasts swinging wildly, occasionally slapping up against the foreman’s face, her round ass jiggling as it slapped against his lap while she panted and moaned in lust and pleasure. She squealed in glee as he reached around and squeezed her ass, his fingers sinking into her soft flesh and his rough fingertips brushing against her puckered asshole. She slammed her hips down and arched her back, thrusting her wobbling tits into his face as she came. “Oh fuck yes!” she shouted in joy as her tight pussy gripped and rippled along his shaft while she ground herself down, rubbing her hard clit against his groin as she rode out her orgasm. “Thor of the Thunders,” she giggled as she slid bonelessly against him, the occasional tremor running through her body. “Oh, oh, oh…” Jane chanted as she worked her fingers in and out of her cunt, her hand a blur, her eyes fluttering as she felt herself about to cum. She barely noticed as Jannik slid Darcy off his lap, stood up and walked over to her until his cock was bobbing in front of her face and dripping with Darcy’s cum. Her eyes widened in surprise as she stared at the thick, powerful tool, her concentration broken only when he said, “Suck it,”. She eagerly opened her mouth wide, taking the sticky base on her hand as her other hand continued to work frantically between her legs. She plunged the throbbing tool into her hungry mouth and sucked hard, running her tongue along the shaft as she took it into her mouth, enjoying the taste of his skin and Darcy’s cum. Her lips stretched tightly around his girth as she licked every bit of her assistant’s cum from the hard pole before letting it slide out of her mouth. “Fuck me please,” she asked desperately as she stared up at Jannik from around his throbbing cock with her wide, brown eyes. Jannik smirked mirthlessly as he reached down and grabbed the astrophysicist under her arms and effortlessly lifted up her slender body. She immediately wrapped her legs around his waist as he walked to the closest wall and held her against it and slid his hands down her needy body to cup and hold her up by her tight ass. He placed the tip of his prick at the entrance to her cunt and let gravity do the rest to pull her wet pussy down onto his hard cock. “Yesss…” Jane squealed like an excited schoolgirl as the German man’s cock parted and stretched her tight cunt. He began raggedly fucking her against the wall as she wrapped her arms around his neck, her legs swinging and kicking out from around his waist. His dick felt so deep inside her that is was like his mighty tool was the only thing keeping her from falling to the ground as it filled her again and again. “Fuck me, Fuck me, Fuck me…” she chanted again and again with every thrust as her juices ran down between their sweaty bodies and dripped off his swaying balls. She couldn’t remember the last time she had been fucked this good, could barely remember the last time she had sex at all, and now it felt like she was making up for lost time. With almost no warning, Jane’s eyes shot open and she screamed, “I’m cumming!” as her pussy clamped down on Jannik’s prick and her juices gushed out of her cunt. As Jane thrashed around, Jannik kept his cock buried inside of her pussy and carried her over to the couch and the sated Darcy. He slid his prick out of her and laid her down next to her assistant before grabbing himself and aiming his cock at their upturned faces, jerking himself until he erupted and shot his thick cum across their dazed faces. He coated the two women’s faces in his primordial seed, saving his last few shots for Darcy’s tits until his cock began to soften and he took a few steps back to admire his work. The tales began lazily licking his cum from each others’ faces, giggling and cooing to each other as they snuggled together. “I have some questions for you,” Jannik said, his eyes flashing orange and he was filled with their energies and felt them become his. “Yes Master,” Jane and Darcy said in unison. —– “Next,” Maria said unceremoniously as she swallowed her latest load of cum. “Next,” Natasha said a moment later. She looked over at Maria as another prick slid past the deputy director’s lips. “You know I’m two up on you, right?” she said before sucking on her next prick. Maria slid the dick out of her mouth, jerking on the shaft and fondling the balls. “That’s because you’re a giant slut,” she said playfully. “Plus, you can let them ride your tits.” Natasha pulled the cock out of her mouth, tugging on it as she licked the balls. “Don’t remind me,” she said between licks and sucks, “My chest is rubbed raw and my pussy and ass are throbbing for all the wring reasons. “Tell me about it,” Maria said as she took long, firm licks of the salty pole from it’s base to it’s tip, swirling her tongue around the spongy head before licking back down. “My jaw feels like it’s about to fall off. There’s got to be a better way to do this.” Natasha took the entirety of her shaft into her mouth, deep throating it and swallowing around the hard dick before pulling it out so she could breath again. “This was your idea. Something about running it like a production line for ‘Greater Efficiency you said.” Maria trapped the tip of her prick between her like, swirling her tongue around it before releasing it again. “And I’m woman enough to admit when I’m wring. Any other ideas?” Natasha wrapped her lips around the rip of her cock and swirled her tongue around it as she jerked the shaft with both of her hands before pulling it out of her mouth. “Yeah, I think I’ve got a idea.” —– “So basically you know nothing more than what I’ve already learned fro the S.H.I.E.L.D. files,” Jannik said in exasperation. Jane and Darcy sat unabashedly naked on the couch, snuggled up together and gently rubbing their bodies against one another. “To be honest, Master, I probably wrote some of those files explaining just how much we don’t know,” Jane said. “I helped,” Darcy chirped. Jannik groaned in frustration. “I hate this world,” he muttered to himself, “It is almost like information has been purposefully hidden from me. I will return to the Hellicarrier while you will spread my influence here. If for nothing else than perhaps brute strength may be needed if I cannot activate the Tesseract.” “Yes, Master,” Jane and Darcy said happily as they ran their hands softly up and down each others bodies. From Jannik It could feel Ward across the lands and waters, a connection from host to host and perhaps, as he grew more powerful, from host to servant. “So much to learn,” It thought as Jannik closed his eyes and Ward opened his. “Maria, Natasha, how goes the spreading of the infection? I can feel the power flowing into me,” he thought to his servants. “Very well, Master,”Maria thought back. “Maria and I have come up with a course of action to spread your influence even faster,” Natasha thought. “Influence, yes. Excellent,” Ward thought at his servants. “There was no new information on the Cube in Germany and so I’ve decided to simply take over the while of S.H.I.E.L.D. as my own. And then, when I finally activate the Tesseract, I can remake this world the way it should be. The spread of my influence is becoming even easier, you should have no problems spreading my will.” “Yes, Master,” the two agents thought gleefully, happy to help their master end their world. To be continued…
Source: New feed

Not The Whendonverse Pt. 02 Chap. 01

This is a work of complete fiction. It just popped into my brain so I wrote it down and share it for free and make no money off of it. No one under legal age may read this, if you know what’s good for you. No one over legal age should read this for the same reason. All characters used in this story are a parody of any real or fictional person. I do not own Marvel’s The Avengers, Marvel’s Agents of SHIELD, or the characters from them. Comments are always welcome and appreciated so you should feel free to share. Story Code: MC, Multiple Pairings, Noncon-Con, This Is Not The Whedonverse Pt. 02 Chap. 01 Marvel’s The Avengers With Special Guest Stars Marvel’s Agents Of S.H.I.E.L.D. By Muhabba If Junior Agent Grant Ward had to say, he’d probably say that the strange machine looked like a silver spider except with 6 legs instead of 8, and with wires coming out of it, and with a glowing cube at it’s center. “O.k., not a spider then,” he thought as he continued looking around the strange lab. The device holding the silver not-spider resembled a overly large MRI machine and took up over three quarters of the inner lab leaving just enough space for a dozen science techs, currently off duty, a half a dozen consoles, currently blinking strangely, and one bored guard. “If only that guard wasn’t me.” He believed in John Garrett and the plan, Garrett and saved his life in nearly every sense of the phrase, and even though he’d agreed to his part in the plan he dreaded the years it would take to see it unfold, years he’d possibly spend on menial tasks like this one. Before the security alarm would eventually go off Ward had been the only one in the inner lab, trying to get used to his new one piece uniform that almost all S.H.I.E.L.D. agents had to wear. He readjusted his service pistol clipped to the utility belt around his waist and then began fiddling with his sleeves. “How can anyone move in these?” he wondered as he took a few practice swings at his shadow. He walked the length of the room, looking at the various control consoles and not recognizing a single thing they said as they monitored the strange, glowing cube. He ran his fingers through his short, dark hair just for something to do before clicking his radio comm on for the fifteen minute check in. “This is Ward in the creepy science lab: bored, control lights blinking randomly, and Tesseract glowing ominously.” “Understood,” a nameless voice chuckled on the other end of the comm. “Situation normal, check in in another fifteen minutes.” “Understood,” Ward responded. “Only two hours left in my shift to go.” “Good luck,” the voice said before clicking off. And then the cube pulsed and the room began to fill with a green fog billowing forth from the Tesseract. Before he could react Ward breathed in some of the strange mist causing him to cough and stumble as he tried to reach for the alarm. No longer able to see through the mist he closed his eyes, reorienting himself to the room, trying to remember where the alarm was rather than looking for it. The fog began flowing into his nose, mouth and ears and after Junior Agent Grant Ward had closed his eyes something else opened them. “I am here,” It thought as It looked around It’s strange, new surroundings. “Where am I?” “I am in a S.H.I.E.L.D. Special Operations holding facility,” It thought, startling Itself by answering It’s own question. It continued looking around the room, It’s eyes drawn to the glowing blue cube. “What is that?” It wondered, drawn to the strange power emanating from the eerie object. “It is the top secret artifact designated The Tesseract, this is how I have arrived on this world,” It answered Itself again, just noticing the new structure of It’s mind. It remember possessing other beings on another world and slowly gaining an instinctive knowledge about them but now, for some reason, it seemed that It had gained more awareness of It’s host, It immediately knew what It’s host knew. “I am Junior Agent Grant Ward,” Ward thought to It’s self. “I have recently joined the global peace keeping agency known as S.H.I.E.L.D. I work for S.H.I.E.L.D. but it is not them I serve, it is another, John Garrett.” He peered at the Tesseract. “Power,” he hissed. “There is enough power here to bring back the Great Old Ones.” It was then that the alarm finally went off. Flashing red lights furthered illuminated the room as sirens blared, startling Ward. In something more than an instant the room filled with security personnel being led by a slim but athletic woman that Ward recognized. “Sit-rep,” Deputy S.H.I.E.L.D. Director Maria Hill ordered. Even with his new, more highly structured possession of this new host It wasn’t used to communicating verbally. In the other world the people it had infected with It’s alien presence had instinctively carried out It’s wishes to raise power through sex but now It was vulnerable, alone in a new world, with barely a fraction of the power it had managed to gather from before. Ward quickly shuffled through his memories trying to discover the trick of talking to humans. “Um, I was here. The cube pulsed over there. The room filled with fog. The fog dissipated. The alarm went off. Then you were here.” Hill raised an eyebrow at Ward’s strange response as she crossed her arms under her small chest and cocked her slender hips. “You feeling o.k., Agent?” she asked. “Why does she keep talking at me,” Ward wondered. “Um, dazzled?” he answered hoping it was the correct use of the word. He searched his memories of his previous interactions with Hill, noting that she was in charge of the Tesseract project, that he was her junior agent, and that besides his respect for the woman he also found her attractive. He looked over her body as she stood in front of him giving orders to her men, his eyes traveling up her long legs to her slim waist, from her flat stomach up to her small breasts, her stern face and ice blue eyes, and her long brown hair tied up to give the illusion of being short. “Get to the infirmary, have the docs check you out,” Hill ordered Ward. She noticed him leering at her and a small shiver she couldn’t explain traveled up her spine. For the first time she became self-conscious of just how tight her uniform was as she turned to one of her agents. “Get Selvig on the phone and get him down here,” she ordered. “This room and the outside lab are on lock-down until he gives the all clear.” As the agents hurried to carry out her orders she turned and watched Ward exiting the room, noticing for the first time how tight his uniform was as well, especially across his broad shoulders and muscular ass. “Eyes front, soldier,” she told herself, a little turned on at the rebellious thought of leering at one of her own agents. —– Ward spent the next half an hour in the infirmary submitting to the doctors’ probes, prods, and needle sticks until they had given him a clean bill of health, telling him to take his time, to rest before reporting back to his assignment and then leaving him alone. There had only been three of the humans and he was sure that with his skills as a S.H.I.E.L.D. agent he could have killed them easily and silently were they to have discovered his possession but luckily, physically, he was completely human. He took some time discovering himself in this strange, but not to dissimilar, world: his vision had changed, he could no longer see energy but he could feel the ebb and flow of it around him, he had lost his rapport with the beings he had infected before, and therefore the power they had given him, leaving him with no choice but to begin to rebuild his energies, and he also discovered that he could resume his new green mist form, unlatching himself from his host and floating freely around the room as his host sat listlessly on the bed. “Ward, it’s Hill. You awake?” the deputy director asked from the other side of the door. “And speaking of rebuilding my power,” Ward thought as he sat up on the edge of his cot, his uniform unzipped to his waist. “Sure, come on in, Deputy Director Hill,” he said nonchalantly, finally becoming comfortable with talking as humans do. Hill entered the room and closed the door behind her, not noticing the strange desire to be alone with Ward as she took in the tan expanse of skin from his neck to his stomach. “Stop it,” she told herself becoming conscious of a warmth starting to spread through her body. “How… how are you feeling, Agent?” she asked, feeling kind of nervous for some reason she couldn’t identify. Ward smiled and flexed his arms jokingly at Hill. “Docs gave me a clean bill of health,” he answered and stared deep into the deputy director’s eyes, following a strange, new instinct. “That’s good,” Maria said with a small clip to her words, finding herself strangely, personally, relieved that Ward was o.k. “There is is again,” she thought as the strange tingling sensation crawled up and down her spine again. She licked her pink lips nervously as she approached her junior agent, finding herself strangely drawn to him as her eyes traveled up and down the flesh exposed by his open uniform and his handsome face. She began fiddling nervously with her hair before catching herself and trying to settle her hands at her sides. Her eyes continued crawling over her subordinate’s fit body and she felt her nipples beginning to draw up tight and a low throb starting to echo through her abdomen. Ward’s eyes crawled over his supervisor’s fit body, her hard nipples poking out through her tight uniform and her legs beginning to rub together as she began fidgeting nervously in front of him. He felt his own energies beginning to flow out of him like a stream and to wash over Hill’s body, recognizing the sensation he was sending her, lust. He pulled the top of his uniform down, leaving him naked from the waist up, and leaned backwards on his elbows to show off his rippling abs. In the first world he had been torn into his infection had to spread through sexual contact or telepathic intrusion, drawing energy from the humans as they orgasmed, but now he could apparently cause lust by simply directing his now meager energies at his target. Spreading his knees slowly, invitingly, he smirked as Hill’s eyes darted to his groin. “As you can see I’m perfectly healthy,” he grinned knowingly. In the previous world he had been an alien possessing another alien with no interest in humans other than the power they could generate but now, possessing a human, he found himself with a new appreciation for the human female body. “You can check me over yourself if you want.” Hill’s fingers began fidgeting over her entire body, fiddling with her utility belt, readjusting her side arm, smoothing down her hair, tugging at her collar, pulling at her sleeves, and caressing the sipper of her uniform. “Why’s my uniform feel so tight all the sudden?” she wondered as her breathing became faster and her pulse began to pound in her ears. Ward continued to feel his power flowing out of him like a warm wave and coursing over the usually stern and icy woman. He may have lost a great deal of power when he had been thrown into this new world but now he apparently had a new ability to acquire more. “Well, Deputy Director Hill? Care to inspect me?” It was almost like her fingers were possessed by a will of their own as she reached out and began caressing Ward’s well-defined muscles. Hill groaned wantonly as she stepped closer to him, between his knees, the insides of his thighs rubbing against her legs as she peered into his eyes. She had no idea what was happening to her and no longer cared as she leaned down and he leaned up, their mouths meeting and their tongues entwining as she gave herself over to the hungry need now coursing through her. Ward felt Hill’s energies rising and merging with his own, feeding him, as their kiss slowly turned from hesitant to fierce. He reached up and yanked down on her zipper, opening her tight uniform to her small waist. She shrugged her shoulders to slid down her top, grunting with need into his mouth, helping him pull down the top of her uniform to expose her black sports bra. He knew he wasn’t strong enough yet to handle more than one human at a time so he would have to be quick before someone could interrupt them. He nibbled, bit, and chewed down Hill’s neck to just above her collarbone as she pulled down the top of her bra, freeing her small tits, the elastic of the material pushing her breasts up higher on her chest. He began licking and sucking eagerly on her small, hard, brown nipples, causing her to moan out in pleasure as she pressed her small chest against his face. A small voice in the back of her head was yelling at Hill to stop, that what was happening to her wasn’t normal, that she was obviously in danger, but she no longer cared. It wouldn’t be completely unfair to call her repressed, on many different levels, but she had good reason. She couldn’t afford to be seen as just another woman in front of her subordinates, she had come too far in her career to be seen as anything other than the second highest agent of S.H.I.E.L.D. but something about Ward had set her body on fire, she had never been this horny, her body felt like it was being burned in the waves of lust flowing over her like lava. Throwing away all of her morals and principals she replaced them with a longing for pleasure that she had long denied herself while she reached down and began massaging Ward’s cock through his uniform. “Did you lock the door?” Ward asked, breaking from Hill’s breasts and nibbling down her sternum. Hill groaned as Ward’s mouth began traveling down her body. “N… no…” she panted. Ward pushed Hill back a step. “Then we’ll need to hurry. Belt off and bend over,” he ordered as he stood up and stepped behind her. She quickly complied, her belt clanging to the floor as he pushed her forward, her hands on the cot and her muscular ass stretching her dark blue uniform. He struggled to pull the tight material separating him from her body down to her knees, exposing her plain black underwear. The black panties were functional and nothing else, matching her sports bra and he quickly ripped them away causing her to gasp as her over-heated body was nearly fully exposed to his hungry eyes. He cupped and squeezed her tight ass, wishing that he had more time with her naked body but the threat of being discovered urged him on to finishing quickly as he pulled his hard cock out of his uniform. “Oh fuck me,” Hill groaned as she felt the velvet head of Ward’s cock rub against the wet folds of her hungry pussy. “Fuck me, please.” Pushing just the soft tip of his prick into Hill’s pussy he gripped her slender hips and shoved himself forward, burying his hard cock to the hilt in one thrust. “Yesss…” Hill began to scream in pleasure as she suddenly came before Ward’s hand clamped over her mouth, silencing her cry of joy. He began thrusting into her fast and hard, her orgasms cresting, falling and then rising again. She groaned and licked his palm as she kept cumming, thrusting her body back and trying to fill her needy cunt with his hard meat, the voice in the back of her head silenced with the first thrust of his cock. “I can see why human’s enjoy this so much,” Ward thought as he grinned menacingly. With Hill grunting enthusiastically instead of screaming he slid his wet hand from her gaping mouth to cup one of her jiggling tits, rolling the rubbery nipple between his fingertips. Even with having sex with two of the human/mutants in the other world he was still new to the act, to the feel of having a tight cunt wrapped around his cock. His dick made wet, slurping noises as it slid easily in and out of her pussy, her juices covering his shaft and balls, dripping onto the floor as his hips slapped against her ass. With every shove of his prick into her he shoved his energy into her as well, mingling and mixing their energies together, bending her to his will. “Time to end this,” he thought, a little disappointed to be ending it so soon. As much as he was enjoying the act of sex his over-whelming desire was to bring The Great Old Ones to him so that he could rejoin them and remake this world as it should be. Lunging forward one last time Ward buried himself balls deep into Hill’s tightly clutching cunt, erupting inside of her, filling her with his primordial seed. As he pulsed inside of her she came with him, her pussy rippling along his shaft like a fist milking the sperm from his throbbing prick. She began screaming in pleasure again, forcing him to release her perky tit to cover her mouth, stifling her cries of lust as she shuddered against him. They relaxed forward, their bodies meshed together as they panted and moaned in spent lust. “Ohhh, thank you, Master,” Maria groaned as she lay with her upper body flat on the hospital cot, her ass high in the air. “Master?” Ward wondered as he stood up, his hips still pressed tightly against Maria’s up-thrust rear-end. A sudden light filled his mind and he could feel the pleasure coursing through the human woman’s mind, and the all consuming need to serve him. “Interesting,” he said as his eyes flashed orange. —– “And what would you like me to do, Master?” Maria thought as she stood in front of the three guards she had left in front of the door to the Tesseract room. “Deputy Director Hill, is there something we can do for you?” one of the guards asked. “Remove them from the door,” Ward thought back at Maria. “Bend them to my will.” “Um, Deputy Director Hill? Is something wrong?” another guard asked as Hill stared blankly at them. “Maybe would should call the Docs,” the third guard asked the others as the Deputy Director continued to stare past them. Maria took a deep breath, her small tits pressed against her tight uniform as she gathered her Master’s energies now coursing through her since their encounter in the medical lab. She released the energies with her breath, her desire flowing out of her and covering the three guards. The guards stared at each other with the same confused looks. “I, ah… What was…” one of them stammered. “I don’t… What?” the second began. “Ma’am?” the third asked, his eyes locked on Hill. Maria smirked as she watched the three guards beginning to respond to her quicker than she had originally responded to the Master. She reached up and unzipped her uniform, baring her cleavage down to the belly button of her flat stomach. “Men, I’ve got a special assignment for you,” she said as she quickly turned and began walking towards a seldom used hallway. As she walked past her guards she put an extra sway in her step, showcasing her ass as she pulled her uniform from her shoulders, letting it fall from her shoulders to her waist to show that she was completely topless. All three guards quickly became fully erect and followed their erections towards Hill as she led them out of the room. When they were all in the hallway she turned back towards her men, her nipples hard and pointed. “Your instructions are simple, men.” All three men saluted, their erections bulging as they spoke as one. “Yes, ma’am.” Maria smirked again, “Service me.” It was an adolescent power fantasy, sure, but she felt no shame in living it out now, using her position of power to order her subordinates to do anything and everything she wanted. The three men approached her slowly, nervously, and not quite sure about what was happening or why and she just grinned at their stumbling steps. One guard began kissing her, his tongue exploring the insides of her mouth as the other two bent down, each one taking a hard nipple into their own mouths and causing her to moan in pleasure. Cupping the back of the heads of the guards sucking reverently at her chest Maria kissed the third guard back, their tongues wrestling in their warm mouths as the guard moaned in appreciation into her mouth. She broke the kiss, her athletic body throbbing in need and at controlling the men’s sexual needs. “Everybody take a step back,” she ordered and the men complied without hesitation. “Strip,” she said sternly and once again the men did as they were told, all eager to please her. “Very nice,” she said as she circled the naked men, occasionally tracing their muscles with her fingertips, completely ignoring their bare asses and hard pricks. “Make me want you,” she chuckled. “Show me what you’re working with.” Maria licked her lips hungrily as the three men began posing and flexing for her. S.H.I.E.L.D. kept it’s agents in excellent shape, requiring a three times a week exercise program and she was appreciating it more now than she ever had before. Their pecs were well formed, their abs well defined, their arms thick and their legs well muscled, it was all the beefcake she could eat. She stood in front of them, now lightly caressing their hard pricks, causing them to shiver, before getting down on her knees. “Men, present arms,” she said with a grin as they surrounded her face with their cocks. She took a cock in each hand and began lightly tugging on them as she gave small, fluttering kisses to the head of the third. The men groaned in need above her but she refused to give them the firm friction they wanted, they belonged to her and right now she wanted to tease them. Ward could feel Maria’s pleasure as he stood in front of the Tesseract, basking in it’s strange, alien even to him, energies. “Power,” he hissed, his arms spread wide as he welcomed the energies washing over him. “Home,” he whispered. Since being ripped from the cold embrace of his primordial home all he had wanted was to bring his home back to him, releasing the Great Old Ones so that they could fix the world but he had been defeated, cast out of the old world and thrown into this one. His rise to power had been slow in the other world, first discovering the power humans produced on their own and then the power released during their sexual encounters. Learning to harness it had taken time, time that his enemies had used to defeat him but now, now he could realize his dream. “Home,” he said aloud and began gathering what little energy he had been able to acquire from Maria so far. “Sit-rep,” a voice said from behind Ward, startling him. He spun around and saw a group of agents entering the room. He scanned the faces in the group trying to discover the names of any people he should know. Dr. Selvig, Lead Scientist of the Tesseract Project rushed past the agents and began reading the consoles connected to the devices holding the alien cube. “What happened? Were you here? Did you see what happened?” Ward recognized the doctor, a older man with a bit of a gut, and knew that he had been part of an alien incursion in New Mexico. Selvig suspected that the Tesseract was somehow tied to the New Mexico incident, something involving an alien species known as the Asgardians. “Well, Junior Agent,” a red-haired female agent asked. “What happened?” “Um, I was here. The cube pulsed over there. The room filled with fog. The fog disappeared. The alarms went off. Then you were here,” Ward answered. His eyes wandered over the female agent’s fit body. He recognized her as Natasha Romanoff, also known as the Black Widow. She was S.H.I.E.L.D.’s top espionage agent, a position that Ward aspired to, and also a woman he fantasized about frequently. Her dark uniform was stretched tight across her athletic body, a stunning contrast to Maria’s. She appeared shorter than Maria with a hour-glass figure, thick thighs, wide hips, round ass, small waist, and large breasts. “You feeling o.k., Agent?” Natasha asked in her husky voice. “Fine, ma’am,” Ward answered as he began to remember a favorite fantasy of his involving the Black Widow. He thought he spotted a weakness in Agent Romanoff’s stance so he threw the first punch but it had been a ploy on her part. She grabbed his wrist and flipped him roughly and easily onto his back. The loud thud of his fall echoed through the practice room and he grunted with pain, his white Gi gaping open to show his muscular chest. She planted her foot on his chest, pinning him to the floor. “You fell for a fake opening in my defense. Stand up and try again,” she said sternly without emotion or inflection. Staring up at her he noted that her baggy Gi did nothing to hide her figure. From his point of view the swell of her breasts hid the bottom of her face as she took her foot off of his chest and he took a moment to admire her thick ass. He quickly stood up and assumed his fighting stance again while the senior agent did the same. He threw a weak punch that she blocked easily, her top gaping open to reveal her cleavage jiggling with the force of the impact and then lashed out with a front kick. She blocked the kick, her arms down, her body bent over slightly, her top revealing her dangling tits and just barely concealing her nipples. He sent his elbow towards the top of her head but she side-stepped it almost easily, sweeping his leg and putting him back onto his back. “Nice combo,” she said matter of factly, the pace of her breathing slowly increasing. “But I’m to short, it gave me more time to dodge while you tried to reach me with your elbow.” He peered up at her, her large breasts once again covering the bottom of her face from his position but now her top was open more, exposing the insides of her cleavage. “Yes, ma’am,” he said as he noticed a single drop of sweat of flowing down her sternum. “Up and try again,” she said with an almost robotic detachment. Quickly getting up and assuming another fighting stance he tried for a front kick again which she once again easily blocked, her dangling tits jiggling, and then followed it with a second kick to the side of her head. She blocked the second kick, her raised arms pulling the top of her uniform up to reveal her flat stomach as he jumped backwards out of her reach as she tried to sweep his leg again. She followed up the sweep with a kick to the back of his knee causing him to stumble as she pivoted up and gripped one of his wrists, twisting his arm and slamming him face first into the wall. She pressed her body against his, her full breasts pressing against his back. “Nice attack but your follow through was a bit lacking,” she said in a unemotional monotone. Pressing her body more firmly against him she whispered breathlessly in his ear, “Now show me what you’re working with.” She released his wrist and allowed him to turn around, her full tits now pressed against his chest, barely separated by their thin uniforms. “Ma’am?” he asked in confusion. She reached between their bodies and began massaging his rapidly hardening dick. “You heard me, Agent,” she said, her voice now dripping with lust. “Show me what you’re working with.” With his hard cock in one hand she grabbed the back of his head with the other, kissing him roughly. She broke the kiss and smirked knowingly at his stunned face before grasping the top of his pants and yanking them down, exposing his hard, throbbing cock. “Hmmm, not to bad,” she said off-handedly as she appraised his dick. He didn’t say a word, he knew that this was just a little power play of her’s and that she was in charge. “Let’s see what else you have going for you,” she said as she pulled him forward with one hand and began pushing down her pants with the other. Switching places with the junior agent she stepped out of the bottoms of her Gi and leaned back against the wall. “On your knees, Agent,” she ordered, smirking the whole time. He stared hungrily at her wet pussy, her lips shaved bare and glistening with arousal, topped with a small tuft of light red pubic hair. He licked his lips and waited for her orders. She gripped the back of his head and shoved him forcefully between her thighs. “Now lick,” she ordered before grunting as his tongue made contact with her eager pussy. He licked around her wet lips, lapping lightly at her warm, tart juices, surprising her that he didn’t just shove his tongue into her tight hole. Instead of simply starting to tongue fuck her he worked around her dewy labia, teasing her and causing her to moan out in need. With just a bit of pleasure his tongue worked around her burning cunt, around her bare lips, licking at the hollows on either side of her groin where her thighs met her pussy. He licked up the outside of her slit ending just below her clit hood and causing the super-spy to squeak and hump up against his face. As she began slowly grinding against his face she bit her bottom lip and moaned in pleasure, running her fingers through his hair. He nuzzled his nose against the sheath of her clit, teasing her as he stuck the tip of his tongue between her lust plump pussy-lips. Reaching the top of her slit he licked around her clit hood, slowly drawing the little pearl out from it’s sheath. He sucked the hard, little nub between his lips and began circling it with his tongue. “Fuuuckkk…” she stuttered as she held his head to her groin, grinding her cunt against his face as he left her clit and slid his tongue into her wet, little hole. “Oh yesss…” she groaned as she gripped the back of his head and humped hard against the junior agent’s face. He rolled his tongue into a small tube and began firmly shoving it in and out if her tasty hole, using his tongue like a small cock to fuck her with. He took a deep breath, filling his lungs with as much air as possible, and held his mouth to her dripping pussy, thrusting his tongue as deep and fast as he could. He could hold his breath for nearly two minutes and sat that as his goal to get his commander off. She moaned lustfully, her chest heaving as he began working her cunt. She slid one of her hands into the top of her Gi, grasping one of her large breasts and squeezing the firm orb, her flesh pushing out from between her fingers. She kneaded and moved the fleshy mound around roughly, her hard nipple scrapping against her palm and sending sizzling bolts of pleasure coursing through her flushed body. Her eyes shot open as his talented tongue slid over a particularly sensitive bit of skin and she felt her orgasm beginning to crest. “Eat me, lick me, make me cuuumMM!” she shouted as her orgasm crashed over her, her warm, slick juices gushing from her spasming pussy and flooding her junior agent’s mouth. His jaw was drenched with her cum as she ground against his face riding out her orgasm. He reached around her and squeezed her thick ass as he held her to his face and struggled to swallow down her warm juices. “Very good, Junior Agent,” she gasped out as her chest heaved with every panting breath. “Very, very good.” She released the back of his head and stood up straighter on shaking legs, smiling wolfishly down at him. Not bothering to tuck back in her exposed tit she reached down and picked up her pants and then simply walked off feeling her junior agent’s eyes crawling over her round ass as she made her way to the door. “Tomorrow we’ll work on some slightly different techniques,” she said off-handedly as she left the practice room and let the door close behind her. In the Tesseract room Ward’s eyes crawled over Agent Romanoff’s body. “A stupid fantasy,” he decided. “Ward did not achieve orgasm so there was no release of power. What was the point? I will not make that mistake.” The Black Widow was used to men staring at her luscious body, it was one of the reasons she was so adept at espionage but the junior agent’s hungry leer was simply disrespectful. “You have a problem, Junior Agent Ward?” she asked in a tone of voice that certainty let the junior agent know he’d been caught. “Maybe you should let the docs check out your eyes.” Ward continued staring at Romanoff’s body. “No need, ma’am. The doctors have already cleared me,” he said as he released a bit of his will, his lustful energies covering his senior agent’s tightly clad body. Agent Romanoff’s breath caught in her chest for a moment before she felt her anger at the junior agent’s disrespect beginning to dissipate. “Well, he did just go through a thing,” she thought as she found herself beginning to push her ass out slightly and arching her back to better emphasize her chest. “A little peek couldn’t hurt if it makes him feel better about what happened.” Her eyes ran over Junior Agent Ward’s body as she felt her nipples beginning to pull up tight and a small tingle begin between her legs. “Besides, he’s kinda cute.” Selvig derailed Agent Romanoff’s train of thought as he angrily slapped the controls of one of the consoles. “Argh. According to this absolutely nothing happened,” he said as he spun around, completely oblivious to the senior agent flirting with her junior agent. “We should call Tony Stark. These machines are based on his designs, maybe he could find something.” Agent Romanoff looked over at Selvig. “For a older guy he’s not to bad looking,” she thought before answering the scientist. “Yeah, I don’t think that’s going to happen, Doctor,” she said as she remembered when she had infiltrated Stark Industries. The engineering genius had been more than a little upset when Director Fury had come clean with the industrialist about her orders, not to mention the less than glowing psych profile she had submitted. “Stark isn’t exactly S.H.I.E.L.D.’s biggest fan.” Ward poured through his memories trying to keep up with Romanoff and Selvig’s conversation. Tony Stark had been the top weapons designer for the American government before being kidnapped by a terrorist organization and seeing the death and destruction he was inadvertently causing. He had manged to build a suit of armor in order to escape, and defeat his enemies with in the process, before returning home. After he had returned he swore off making anymore weapons and refined his armor, becoming the hero Iron Man. The Black Widow had infiltrated Stark Industries under orders from the director of S.H.I.E.L.D., Nick Fury, who had eventually exposed his plans to Stark trusting the industrialist to do the right thing with his technologies. Stark had come through in the end but he was still weary about working with S.H.I.E.L.D. Ward could see the benefits of having Stark under his control. “Perhaps if Agent Romanoff offered herself to Stark he would be more compliant,” he wondered. “I don’t know what to tell you,” Selvig said throwing his hands up. “These computers are Stark tech and nobody knows Stark tech like Tony Stark does.” “Mostly ‘cuz he refuses to share his tech with anybody,” Romanoff mumbled under her breath. “Regardless,” Selvig said in frustration. “Find me somebody who knows Stark tech better than Tony Stark or find me Tony Stark. Until then I can’t make heads or tails out of these readings.” “Don’t worry, Doc,” Romanoff said. “I think I know somebody who can help.” An image flashed from the Black Widow’s mind to Ward’s of a non-discript man in a non-discript suit. “Coulson,” he blurted out as the name came to him. “Right,” Agent Romanoff told Ward, a warm, knowing smile on her scarlet lips. “We’ll have Coulson contact Pepper Potts. Maybe he can convince her to convince Stark to give us a hand. Very good, Junior Agent Ward.” Another image flowed from the senior agent’s mind to Ward’s, an image of a slender built woman with light reddish hair. She was Tony Stark’s head of Stark Industries whenever he wasn’t available or just didn’t feel like working in his office on any particular day. Ward looked around the room, concerned with how fast events were unfolding as well as his own expanding powers. He didn’t trust his new abilities enough to try and take everybody in the room even if Agent Romanoff was already feeling the effects and already starting to respond to him, unconsciously feeding him information. He had no choice but to wait for his power to grow and for his influence to spread more. —– Maria was on her knees, her lips stretched wide as the three cocks in her mouth pushed, thrust and shoved against one another, fighting for more room to fuck her face. The three men were grunting in need above her, all desperate for more room inside of her mouth and she was enjoying the feel of them all struggling for more of her oral attentions as she slid her wet tongue over their tips. Deciding to give them just a bit more of the pleasure the craved she pulled her face away from the eager dicks, her chin shiny with her saliva as she smiled widely up at them. “Retreat, men,” she ordered and smiled wider as they stepped back without hesitation at her order despite their obvious need. Pointing at two of the men Maria said, “On your knees, facing each other.” The two guards immediately complied, never taking their hopeful eyes off of her naked body. She shuffled on her knees between them, one in front of her and the other behind her and nearly laughed as they groaned in lust. Pulling down firmly on their shoulders she ordered, “Lick,” and in a flash both men dived low, one shoving his tongue into her dripping pussy and the other into her tight ass. “Oh fuck yes,” she moaned in pleasure as their tongues began working inside of her. “Ma’am?” the third, lonely guard asked. “My orders, ma’am?” This time Maria did chuckle at the lost, hang-dog look on the naked agent’s face. “At ease, Agent,” she said between panting moans, “Await further orders.” She held the backs of the other two agents’ heads, her fit body twisted slightly as she humped back and forth against their faces. She rocked her hips forward towards the agent’s tongue buried in her cunt and then pushed her clenched ass back towards the rear facing agent so he could pierce her rear-end with his tongue. They licked and nibbled like eager puppies, to excited too waste time on technique, which was fine with her. The lonely third guard stood at ease and watched his sexy supervisor humping the other two guards mouths, his dick aching for some sort of release. She released her hold on the agent behind her so she could begin to squeeze her small tits, pinching her hard nipples as he licked his lips and stared hungrily at her small chest. “Ma’am, may I offer assistance?” he asked hopefully. Maria looked down at her unattended chest. “Good idea, Agent. Way to adapt,” she said as she stared at him sternly trying to look very much like a drill instructor who didn’t want to give to much praise to a recruit. The agent rushed over, nearly poking the agent lapping at her cunt in the back of his head with his erection, and began sucking noisily at her chest while showing all the restraint of a nursing calf. With the added stimulation she began to feel her orgasm beginning to rise up quickly and then suddenly crashing over her with enough force to nearly knock her off of her knees. The three agents held her spasming body up as she rode the wave of her orgasm, trying to keep herself from yelling out in pleasure and possibly alerting someone to what was going on and interrupting them. And then her Comm beeped. “Dammit,” Maria grunted between lust filled pants. “Let me go, men, and someone grab my ear piece.” The three men lowered her to the floor, her back to the wall and her knees drawn up giving a small peek of her dribbling pussy. One of the agents brought her Comm to her and she slid it into her ear, activating it. “Hill here,” she said as she tried to control her breathing. “Hill, this is Fury,” the Director of S.H.I.E.L.D. said. “I’ve got you and Romanoff. What’s the situation there?” “Everything appears green here, Nick,” Romanoff said as she eye-fucked Ward behind Selvig’s back. “And according to Selvig’s equipment nothing happened in the first place.” Selvig didn’t even bother to turn around as he slammed his hands against another console. “It’s not my equipment, it’s Stark’s.” “And how’s that?” Fury asked. “What exactly happened down there in the first place?” Maria tried to coordinate her men using only her hands as she answered. “According to the agent on site at the time the Cube pulsed and then green fog filled the room. After the cloud of whatever dissipated the alarms went off.” “And how’s the guard?” Fury asked. “Fine,” Maria and Agent Romanoff answered in unison, images of his naked body flashing through Maria’s mind and Romanoff’s imagination. Black Widow licked her lips seductively at Ward before speaking again. “Nick, I had a idea. Stark won’t talk to either of us but maybe we could send Coulson to talk to Pepper since they seemed to hit it off.” “Coulson’s on his way,” Fury answered. “Your orders are to re-secure the Tesseract and bring it to the Hellicarrier. I want it where I can keep my eye on it.” “Understood,” Romanoff said breathlessly, slowly running her hands over her voluptuous body for Ward’s benefit, not noticing that the other agents were watching her and Ward’ flirting with each other. “Roger that, Nick,” Maria said as she teased one of her nipples while still trying to conduct her 3 agents with her free hand. “He’ll also be bringing a updated information packet for Selvig,” Fury continued. “We’re excavating a site where we believe the Red Skull originally found the Cube. It appears that Selvig may have been right and that the Tesseract is Asgardian in origin.” Selvig finally looked up from his computer console. “Director, I’d like to call in Jane Foster. She was there during our encounter with Thor and the other Asgardians and she been studying Asgardian lore, separating fact from superstition.” “I’ll agree to that, Doctor,” Fury said after a moment’s thought. “I’ll prepare a security briefing for her and set her up with a security clearance. I’d like her to visit the dig site and get her perspective on what they’ve found so far.” “That sounds like a good idea, Nick,” Selvig said happily as he turned back to his computer read outs. He’d felt bad about leaving Jane out of everything he’d been doing with S.H.I.E.L.D. since New Mexico but now it looked like he’d finally be able to come clean with her. Romanoff grinned seductively at Ward and the group of agents watching her show off her body. “Nick, you think about adding Barton or Captain Rogers for extra security?” “Negative on Rogers,” Nick answered. “He’s still adjusting to life in the 21st century. I’ll contact Barton and have him meet you at the Hellicarrier. Fury out.” “Fiiiinally,” Maria gasped out after her Comm finally clicked off and she scurried to her feet. She threw her earpiece at her pile of clothes and rushed over to her three agents because that’s what they were, her’s. She got down on her knees, straddling the agent laying down on the floor, grabbing the base of his hard prick, tugging on it playfully to tease him even more. She lowered herself down, her hungry pussy slowly enveloping the erect dick and smiled wolfishly as the agent groaned in lust and need. The thought of the agent so desperate for her to fuck him that he’d be happy with anything she decided to do to him was driving her wild with lust and she nearly came just as her body slowly took in the last inch of him. “Fuuuuck,” Maria stammered as she fought the urge to cum, her body shuddering as her near orgasm began to subside. Regaining control of her sweating, panting body she leaned forward, presenting her tight ass to the agent waiting obediently behind her as the agent beneath her began squeezing and sucking on her small tits. “Mmm…” she moaned, enjoying the sensations coursing through her body, and she was only a third of the way done. She looked over her shoulder at the agent waiting behind her. “O.k., Agent. Acquire your target.” The guard beamed at her, causing Maria to actually giggle at the look of abject worship on his face as he kneeled down behind her. He lightly caressed her taunt cheeks before gripping his shaft and aiming the spongy tip of his cock at the tight ring of muscle closing off her ass. He pushed forward slowly, his cock-head popping through her tiny rosebud and causing them both to groan in pleasure. She waited patiently for him to get the first few inches inside of her before pushing back, filling her ass with his hard meat as the cock underneath her began to slide out a few inches. Her eyes rolled up in pleasure as the two cocks began pushing and pulling in and out of her body causing sensations of pure pleasure to course through her. With his mouth gaping open like a happy puppy the third guard got on his knees in front of Maria and presented his cock to her. “Ma’am,” he asked hopefully. Maria stared for a moment at the dick in front of her as the others fucked themselves in and out of her. “Fuck protocol,” she grunted. “Just fuck me know!” she ordered, throwing away her little dominance game and just surrendering to the overwhelming needs of her horny body. The instant the third cock pushed past her lips her mouth snapped shut around it and she began lashing it with her tongue as it slid in and out if her hungrily sucking mouth. At her order to fuck her the other two men began pushing and shoving into her hot body harder and faster, her slender form rocking back and forth as she was filled in every hole with hard, thick, pulsing cock. The grunts and moans of the horny S.H.I.E.L.D. agents echoed through the dark hallway but they were all to concerned with simply cumming by now that they didn’t care if anyone heard them. They fucked like animals, grunting and groaning as their bodies slapped wetly together, sweat flying from their bodies as they groped and smashed together. The first agent to cum was Maria, her body practically vibrating as it locked still and her orgasm ripped through her an instant before the agent in her mouth exploded, catching her off guard and nearly choking her before she managed to begin swallowing his thick load. The agent in her ass came a short moment before the agent in her cunt, their strong hands gripping her slender waist and holding her possessively to their hips, filling her tight holes as they erupted inside of her, the agent on the floor biting down on one of her hard nipples. She screamed out in pleasure around the prick in her mouth as another orgasm tore through her, her athletic body twitching and shuddering. The co-mingled energies of the four humans’ orgasms flowed out of them, through the S.H.I.E.L.D. facility, to the Tesseract room and into Ward as he and the other agents leaned against one if the walls and watched the Black Widow posing for them. Agent Romanoff was bent at the waist pretending to adjust her boots, her thick ass swinging back and forth as their eyes crawled over her. Ward felt the energies filling him and was about to use his newly acquired energies to send a rush of lust throughout the room, bending these humans to him like Maria and her agents now were when he suddenly felt the energies start to ebb and dissipate around him. His eyes shot open in surprise as he wondered, “What is happening?” and anger filled him. The only person affected by Ward’s attempt to infect the room was Romanoff as a wave of pure lust washed over her causing her to gasp out, her hard nipples sizzling and her already wet pussy gushing with need. Her eyes rolled back into her head as her lids fluttered and she whispered in her husky voice, “Oh wow.” “Oh wow,” Maria mumbled to herself from her sweaty heap on the floor. A moment ago she had been recovering from one of the most intense orgasms of her life and now she was suddenly ready for round two. Or three, she’d lost count. And judging from the suddenly hardening cocks of her three agents, they were ready too. “Ah,” Ward thought. “Of course. My expanded powers require expanded amounts of energy to maintain.” He could feel the Black Widow’s libido rising and his rapport with Maria was more solid than before. “Closer,” he hissed in satisfaction, his rapport with Maria and his growing rapport with Agent Romanoff closer to what he had been apart of before being torn from the embrace of the Great Old Ones. “Closer.” For a moment Ward simply enjoyed the feel of belonging to a group again before being interrupted by a plain looking man in a non-discript suit. “Doctor, Natasha,” he said in greeting as a group of new agents followed him into the room. “Ah, Agent Coulson,” Selvig said shaking the agent’s hand. “Phil,” Agent Romanoff said, her eyes crawling over his body. It was difficult to notice because of the purposeful cut of his suit but she knew he had a rather nice body under his clothes. And she wanted to see it again. Coulson handed Selvig a thick, manila envelope as he gestured behind him and more science techs filled the room. “Here’s what we found so far at the Red Skull’s site. These techs will help you transition the Cube to the Hellicarrier and we’re already preparing a contact packet for Dr. Foster.” “Excellent, excellent,” Selvig said as he opened the envelope and began skimming through the pages. “Let’s go people,” Coulson said as he began directing his agents, not noticing the junior agent off to the side following every little move he and his team made. “You will all be mine,” Ward thought. —– To be continued…
Source: New feed

Not The Whendonverse Pt. 01 Chap. 04

This is a work of complete fiction. It just popped into my brain so I wrote it down and share it for free and make no money off of it. No one under legal age may read this, if you know what’s good for you. No one over legal age should read this for the same reason. All characters used in this story are a parody of any real or fictional person. I do not own The Astonishing X-Men, The Runaways, or the characters from them. Comments are always welcome and appreciated so you should feel free to share. Story Code: MC, Multiple Pairings, Noncon-Con, Teen, First This Is Not The Whedonverse Pt. 01 Chap. 04 The Astonishing X-Men With Special Guest Stars The Runaways By Muhabba Nova held her hands up in front of her, more for balance than anything else. Lockheed’s power was washing over her in waves, crashing over her, nearly knocking her back but she refused to give in even a single step. Sweat rolled off of her bald head as she gritted her teeth. She could feel the veins in her temples throb as she concentrated on her mutant gifts. She was the most powerful telepath on the planet, the galaxy, and a few more beside but this creature’s power far outstripped her’s. “And he doesn’t even know it,” she thought as she redoubled her efforts to find even the smallest chink in the creature’s formidable abilities. Lockheed blinked his eyes lazily as he stared at the small, female mutant. She should be a panting puddle of lust and sex by now but her body was strangely not affected by him. Although his control of his powers was far from perfect, by now he should be able to infect any one of the humans with a casual glance but for some reason this human appeared completely immune. It was almost like her mind was operating completely separate from her body. “Interesting,” he thought as memories of other humans dashed across his mind. Humans from long ago wearing animal skins and waving sticks, dancing around… “Us?” he wondered. “Why do you no longer dance fearfully for us?” he asked the human. “Where are your terrified grunts and pleas?” His tail flicked as he tried to peer into the female’s mind. “Grunt for me,” he hissed. “Dance.” Closing her eyes in concentration Nova sent a plea of alarm out to anyone who could hear with a uninfected mind, “He’s beginning to remember. Hurry!” She hoped that she didn’t sound as helpless as she felt. It was one thing to fall in battle, it was another to fall mewling for mercy that would never come. Across a room that flashed old memories though the infinite Lockheed’s eyes glowed. —– In Hank’s lab Emma held her fingertips to her temples. “Perfection, did you hear?” she broadcast to her doppelganger. “Yes, we must hurry.” the White Queen answered as she made her way down the school’s halls, breaking Emma’s connection. “To bad,” Emma muttered to herself as she watched Hank, Peter and Brand unknowingly fucking themselves into oblivion. “I wanted to enjoy myself.” Brand was currently kneeling upright with Hank filling her pussy and Peter thrusting in and out of her muscular ass. Making her decision on the best way to start she decided that Brand had a good idea. She knelt down next to Hank and whispered into his ear, “I want you on your back.” He looked at her expectantly before smiling and pulling slowly out of his girlfriend’s hot cunt. Emma leaned over Brand’s sweaty body, her large breasts pressed against her and peered up at Peter. “I’ve got a special place for you, big boy,” she said breathlessly, filling her blue eyes with lust. He looked down at Brand’s tight ass enveloping his cock and then back at Emma, making a decision, before pulling out of the green-haired woman’s ass. “What the fuck?” Brand growled angrily, her body feeling empty as she peered evilly at Emma. “Don’t worry, sweetie,” Emma said, pressing her impressive chest firmly against Brand’s, their breasts rubbing against each other. “I’ll be repaying you for all your efforts earlier,” she whispered before kissing the other woman deeply, their tongues wrestling against one another. Emma broke the kiss and shuffled over to Hank’s furry body as he lay flat on his back and she took a moment to admire his dick pointing straight out of the thick thatch of fur covering his groin. It was thick and long, very much resembling a cat’s penis except for the bright red color and luckily missing a cat’s barbs as well as not having any of the loose skin covering a human’s penis. She straddled her friend’s wide hips as she spit twice into her hand and used it to jack his already slick cock before grasping it at it’s base, her fingers barely touching around his girth. She placed the strange tip at the entrance to her wet cunt and began lowering herself onto the throbbing red cock. “Oh Fuck!” she suddenly gasped as her eyes shot wide open and her body slid easily over the thick tool. She hadn’t been sure on what she had expected but she hadn’t felt any of the resistance of a normal human’s cock as her body just slide over her panting friend’s prick. “Ha!” Brand laughed, her firm tits jiggling. “I would have warned you about how easy his prick is to slide in but it’s not every day you get to see the White Queen taken by surprise.” “Indeed,” Emma said, barely even noticing Brand as she adjusted to the feel of Hank’s cock inside of her. “Oh my,” she moaned as she began rolling her hips, momentarily forgetting about freeing her friends from the infection and just simply enjoying the new sensations caused by Hank’s uniquely shaped dick inside of her. His slick shaft didn’t create the same friction as a human’s cock but the different shape reached new places inside of her as she began panting and moaning in pleasure. She kept one hand on her friend’s chest as her other hand gripped one of her large tits, squeezing the firm globe as she pinched and rolled her hard, pale nipple. Her moans grew louder as the blue furred scientist gripped her ass cheeks, his claws coming just short of breaking her skin, the pain just adding more pleasure and causing her to pant and rock her hips faster. A deep voice from behind her whispered into her ear, “Emma.” Peter began licking on her ear lobe and neck, driving her wild with lust. “Steel, Peter,” she moaned back. “I want you as hard as possible.” In a flash of light and heat covering her back she knew he had changed form and felt his steel prick touch the entrance to her ass. “Fuck me, Peter,” she groaned in wanton need. “Fuck my ass.” She felt him push forward, his steel hard cock slowly delving into her tight, clutching ass. She leaned forward more, allowing him easier access, both of her hands on Hank’s hairy chest, her large tits dangling and swinging beneath her as she rocked her hips back, her clutching ass taking more of the living steel cock into her. “Fuuuucccck yeeeesss…” she moaned, suddenly slightly jealous that Kitty got to enjoy this wonderful prick whenever she wanted. With both of her tight holes filled with strange cock Emma began rocking her hips back and forth, thrusting herself up and down, groaning and panting with lust as the dicks filling her started pistoning in unison, one sliding in as the other slid out. “I love working with a team,” she groaned happily with a broad smile on her usually stern face. “Da,” Colossus agreed as his hard hands slid over Emma’s pale ass cheeks. “I concur,” Hank gasped out before taking one of Emma’s pale nipples into his mouth. “Oh my God,” Emma groaned out, almost cumming to soon. She had never really thought about it but Hank’s tongue was more cat like than his cock, warm, wet enough to slide over her sensitive skin, and rough enough to drive her crazy with passion. Emma began twisting her hips slightly, the feel of Peter’s cock in her ass was nearly sending her over the edge. She had thought that Hank’s strange penis was nearly friction-less but Peter’s was something new, his girth was the largest she had ever taken in her ass but her body slid over it like is was made of glass. “Sooo smoooooth,” she moaned. “Excuse me,” a deep female voice said, breaking Emma’s concentration from her own pleasure. Emma turned her head to the side and got a eyeful of a wet, green haired pussy. Looking up she saw the scowling face staring down at her over the swell of her breasts. “Terribly sorry dear,” Emma moaned up at Brand, Hank and Peter never losing their pace. “Hands and knees, please.” Grinning like a child that had just been promised ice cream Brand turned around and got down on her hands and knees, sliding her hands underneath Hank’s arms and thrusting her pale, upturned ass at Emma. Emma gripped Brand’s ass, spreading the muscular cheeks apart, using the agent to hold herself up as Hank and Peter continued working themselves deep inside of her ass and pussy. She bent forward and forcefully licked up from the green-haired woman’s clit, over her wet pussy and across her clenched asshole, causing Brand to shudder and moan in pleasure. She thrust her own ass up and back and down again to meet each of the mens’ thrusts as she licked around Brand’s puckered hole. Hank switched breasts and released her ass to grasp her tits with his hands, holding her up easily with his strength. With her weight off of her arms she slid one hand down and began plunging two fingers into Brand’s dripping wet pussy as she slid her thumb into the moaning woman’s ass. Brand practically squealed as Emma used her tongue on her, switching between her ass and pussy, causing the woman to thrust her ass back, humping Emma’s face. Emma was on the verge of losing control and abandoning her plan, just surrendering to the pure pleasure coursing through her sweat slick body. It had nothing to do with the alien infection, it just felt so damn good. Steeling her concentration she changed the rhythm of her hips, filling both of her holes at the same time with Peter and Hank’s cocks, rubbing her sizzling clit across Hank’s silky fur and plunging her fingers deep into Brand’s cunt as she thrust her tongue and thumb into the other woman’s ass and triggered her psychic powers and came. All four of the group came at the same time, Hank filling her cunt with his thick cum as Peter filled her ass. Brand’s pussy gripped her fingers as she spasmed and her ass clenched her thumb and tongue. Peter, Hank and Brand yelled out in satisfaction as Emma moaned around her face full of the secret agent’s ass. Peter and Hank’s cocks softened for the first time since becoming infected and slid out of Emma’s body as Brand slid bonelessly forward. Emma disentangled herself as Brand slid to the floor and laid on her side as Peter fell backwards, catching himself before falling. Standing up Emma stretched, her chest thrust out as she raised her arms up, working the kinks out. Looking around she spotted some towels at Hank’s computer console and strutted over to retrieve them. “I’ve got a lot to tell you and not much time to do it. Not to mention the world will be ending soon,” she said as she grabbed the towels and turned back towards the small group. “But first, I think, some cleaning up is required. “Indubitably” Hank agreed, his mind clear for the first time since Brand had walked into his lab. —– In the doorway to Logan’s room the White Queen looked over the short, hairy man. “There must be a easier way to do this,” she muttered before entering and closing the door behind her. In an instant Logan felt the air pressure change as a leaf flickered out of the corner of his eye. With reflexes honed through decades of combat he crouched low and leaned over, under the arc of the falling leaf, reaching up he gripped the wrist of the arm that suddenly swung out where his head had been a moment before. With a loud thud the nude, teenage body of his clone dubbed X-23 landed on the shaded ground. In an instant she rolled to her feet, completely unashamed of her pale, nude body as she flicked a stray strand of her long, dark hair off of her face. “Not bad, darlin’” Logan said admiring Laura’s teenage body. There was no denying that she was a attractive girl, even if she was his gender swapped clone. “Next time don’t exhale before leapin’.” He couldn’t help but admire Laura’s pale, lithe body and the hint of wiry muscle beneath her exposed flesh. As he looked over her naked form he noticed her doing the same to him, her hungry eyes trailing over his own naked body. “You two should just go ahead and get it over with,” Psylocke said as she stood up, trying to pick bits of bark out of her long, purple hair. Logan didn’t break eye contact with Laura, recognizing the hungry look in her eyes. “What are you talkin’ about, darlin’?” he asked Psylocke. Psylocke sighed in exacerbation. “Fuck. You two should just fuck and get it over with,” she said as she set her hands on her hips. “With the lack of clothes it’s pretty obvious that you’re both thinking about it.” Logan noticed Laura’s predatory eyes slide down to his growing cock and saw how hard and pointed the tips of her breasts had become. Smirking, Psylocke said with a chuckle, “Heh. Just think of it as masturbation if it makes you feel better.” In a flash Laura flung herself at Logan but the X-Man stepped quickly to the side, grabbing her wrists and flinging her to the ground again. With her arms and legs spread akimbo he jumped down on top of her, landing between her out spread legs, both of them growling like the animals they both felt akin to. Gripping his prick he quickly impaled the young girl and caused her to yell out as he forced himself deep inside of her tight, wet pussy and began pounding in and out of her toned body. With a quick head butt she stunned him, wrapping her coltish legs around his waist and flipping him over onto his back. She began riding him hard, bucking against his hips hard enough to leave bruises on them both as she bucked hard and fast, sweat dripping from her body and sprinkling through the air. Logan grunted in pleasure at the feel of Laura riding him so roughly, her hot cunt gripping his cock like an angry fist. He reached up and gripped her slender shoulders, pulling her down closer as he brought his head up and sucked one of her hard, brown nipples into his sucking mouth, strumming it with his tongue before biting down on the hard nub and hearing her grunt in a mixture of pleasure and pain as he felt her lose the rough rhythm of her pounding hips. He released her shoulders and gripped her slender waist, rolling them both over with a rumbling roar onto her back before he yanked up on her hips and stood up, his cock never leaving the sheath of her wet pussy, positioning his clone on her neck and shoulders with him pile-driving inside of her as her legs kicked pitifully in the air. Laura growled and hissed as Logan pounded down inside of her, her eyes nearly flashing out in a mix of rage and lust. She had to grip the ground for balance as he relentlessly fucked her body and growled in a mixture of pride and animalistic pleasure at pinning the girl and fucking her tiny little pussy hard and fast. Suddenly her slender legs wrapped around his back as she twisted her shoulders and pulled him to the ground, his hard prick still buried inside of her body. With him on his back she was flipped around in a reverse cowgirl, facing his feet, and began thrusting her tight little ass back, thrusting her hot pussy around his throbbing cock. Licking his lips as he watched Laura fuck herself on his cock Logan ran his hands over her taunt ass-cheeks. For a few moments he just laid there and enjoyed the feel of her tight, wet pussy sliding around his rigid prick and the sight of her young body pistoning up and down. With his greater strength he thrust his hips up, burying his dick as deep as possible in her hot cunt and causing her to shriek like a cat in surprise. Pushing her forward he got on his knees behind her and began fucking her as fast as possible, his hips a blur and making wet, sticky slaps against her tight ass. With Logan behind her Laura kept her ass up and her head down as he pounded into her and she mewled in pleasure. He gripped her hips tightly as he clenched his jaw in concentration, not caring about her pleasure in the least, just filled with a primal need to cum. Suddenly her legs kicked out and her up-thrust ass dropped, causing him to lose his balance and to fall on top of her. She used her arms and legs to roll them both over on the ground until he was on his back again and then spun herself around on his cock until she was face to face with him. She placed her fist under his jaw and popped her claws, one sharp blade on either side of his face. “Don’t move until I’m done. Got it?” Laura threatened. Logan smirked up at the horny girl. “You got it, darlin’,” he chuckled. “You win.” “Good,” Laura growled as she resheathed her claws and sat up straighter, rolling her hips slowly back and forth. Logan growled in contentment as his teenage clone began to slowly ride his dick. He ran his callused hands over Laura’s smooth, tight ass before going up her sides to her panting chest. He cupped her small tits and lightly tolled her hard nipples between his fingertips as she gasped out. He lifted his head up as he used his hold on her nipples to pull her down until their lips met. He slid his tongue across her pink lips and she opened her mouth in response, letting his tongue in to meet her’s. Their bodies began to respond to each others’ instinctively during the kiss: His hips lifting up to meet her thrusts, Laura sinking her tight pussy down at just the right angle over his cock, him pinching her nipple just a bit to hard, her scratching her nails down his chest, him squeezing her tight ass hard enough to leave marks, and with their new synchronicity their orgasms started to crest. Laura peered deeply into Logan’s eyes as she slid down his cock one last time. “I’m… I’m going to… going to cum,” she moaned. “Me too, darlin’,” Logan said. “Me too.” The White Queen peered deeply into Logan’s eyes as she slid down his cock one last time. “I’m… I’m going to… going to cum,” she moaned. “Me too, darlin’,” Logan said. “Me too… What the flamin’ hell!” The White Queen sat up straighter, her graceful back arched and her large tits thrust out as she felt Wolverine’s throbbing inside of her as she came. Her pleasure wracked body shuddered as her tight cunt gripped his prick, rippling around his shaft and triggered his own orgasm. She heard him grunt as his cock erupted inside of her, filling her with his thick cum. She collapsed forward, her tits pressed against his broad chest as she moaned in contentment. Logan began shoving the sated woman off of him. “Emma? You want ta tell me the hell you think you’re doin’?” he grunted as he finally managed to push the naked woman off of him. “Mmmm, it should be obvious,” the White Queen moaned in bliss. “Basking in the afterglow.” Logan sat up and looked at the woman he thought was his friend with a mix of anger and confusion. “And what’s that supposed ta mean?” “It means grab some pants, Wolverine,” the White Queen said as she sat up on the bed. “You’ve got a world to help save.” Logan continued to stare at the woman he thought was Emma in confusion. “Also, I’d like to borrow a shirt.” —– “My dear Scott, what have I done to you,” Emma said as she stared down at her nearly comatose lover laying prone on their bed. “What are you doing, mom?” Rachel asked as she stopped thrusting up and down on her father’s hard cock and her mother gently pushed down on her back so she was leaning over him. She groaned as Scott grabbed onto her tits and began to softly suck on her hard nipples. “Trust your mother and lean forward more,” Jean said as she got comfortable between Scott’s legs. Kneeling down at the foot of the lounge chair she had the perfect view of her husband’s shaft buried in their daughter’s dripping wet cunt, her husband’s cum filled balls, and Rachel’s pink little asshole. She held her daughter’s plump cheeks apart and leaned forward, licking Rachel’s little hole. “Oh God, mom, yes!” Rachel squealed in delight as her mother lovingly rimmed her ass. “Murph,” Scott moaned around his daughter’s tit in his mouth. He slid his hands down her pale body to hold her waist, keeping her steady as he began rocking his hips up, fucking her slowly as Jean tongue-fucked her ass. He switched tits and made sure to keep his strokes slow, short and deep, not wanting to dislodge his wife’s tongue or his cock from their daughter’s writhing body. He could tell that the double penetration was driving Rachel wild by the way her sexy young body was moving in his hands. “Not to interrupt but I’m feeling lonely,” Emma said with a fake pout. “So… so sorry, Em… Emma,” Rachel gasped out as her new step-mother sauntered over to the small pile of sweat slick flesh. She reached around Emma’s waist as the former villain raised one of her long legs up and rested her bare foot along the side of the chair to give Rachel easier access to her lonely pussy. She delved in between Emma’s delicate lips and began lapping away at her dripping pussy like a eager puppy. Out of the corner of his red tinged visor Scott could see Emma happily humping her new step-daughter’s face and a twinge of lust shot through him at the sight. “Tut, tut, tut,” Emma chided Scott. “No cumming yet, I have plans for you.” Scott grinned inwardly and redoubled his attention to his daughter’s pale tits. “The downside to marrying telepaths,” he thought. “They always know what you’re doing before you do.” Jean slid her tongue in and out of her daughter’s ass like a tiny cock causing Rachel to moan lustfully into Emma’s delicious pussy. Her fingers squeezed and kneaded Rachel’s ass-cheeks and caused the young mutant to shudder in pleasure as she began to redouble her efforts tongue fucking her daughter’s ass. Suddenly Rachel’s eyes shot wide open as her orgasm crashed through her. She screamed in pleasure into Emma’s tasty pussy as her cunt clamped down on her father’s cock. Her entire body shook as she came and her entire family enjoyed her body. And then she faded away. “What!?” Scott gasped in shock as he looked around. “Where’d Rachel go?” Jean stood up, gloriously nude with the setting sun behind her, Scott’s perfect wet dream since he had first met her when they were sixteen. “She’s in school, silly,” she said as she lightly gripped his wrist and pulled him up to sit as she placed his hand on her tit. “Now, I believe that you’re in my chair.” Jean and Emma pulled their confused husband up and Jean took his place, spreading her creamy thighs wide. She beckoned to Emma with her finger and whispered breathlessly, “Come here, Emma.” She licked her lips wantonly as Emma sauntered over, enjoying the way her new wife swished her hips. She held her arms out as Emma gently laid down on top of her, their large tits pressed tightly together and their groins rubbing against each other as she closed her arms around Emma and they kissed deeply. Emma kissed and licked from her lips and down her neck to her shoulders and then down to her pale chest. Emma took one of Jean’s hard nipples into her mouth, sucking lightly and then licking over to her other jiggling tit. She made her way down from Jean’s chest to her abdomen, licking around her belly-button and then dragging her tongue lower. She looked over at Scott as he slowly tugged on his throbbing erection and smiled wickedly. “Fuck me, Scott. Fuck me while I fuck her,” she moaned. Scott quickly got behind Emma’s up turned ass and positioned his sensitive cock-head at the entrance to her hot pussy. He waited for Jean to start moaning, entering Emma’s tight cunt at the same time her tongue entered Jean. His moans joined Jean’s as he slowly bottomed out inside of Emma, causing her to join their moans before Jean began panting in pleasure. He started out long, slow and deep, his eyes traveling from Emma’s heart shaped ass and up her graceful back to Jean’s swaying tits and then her beautiful face as she gasped for breath. He was barely able to control himself as he fucked Emma and watched her fuck Jean. As Jean’s pants and moans began coming quicker and quicker he began thrusting faster and faster, pushing Emma’s face harder against Jean’s wet cunt. “Oh God, oh God,” Jean began panting, her fingers gripping Emma’s hair as she humped herself against Emma’s mouth. “Scott… Scott, I’m… I’m…” she moaned one last time. “…Cuuummming!” She thrust her hips up, grinding her spasming, gushing pussy against Emma’s face, filling her mouth with her warm, sweet cum. “So good,” she gasped in pleasure before slowly fading away. “Wha?” Scott gasped out. “Where’s Jean?!” he shouted as he looked down at Emma and she looked up at him from on her back on their bed in their private quarters at the school with her long legs wrapped around his waist. “She died,” Emma whispered with a touch of sadness as she lovingly stroked his face. “There’s just us.” Scott looked around their room in confusion. “I don’t… we’re not…” Emma silenced Scott with a small kiss on the lips. “Just us,” she whispered. Jean Gray was her one weakness, the one flaw. Jean and Scott had been together all through school, Scott’s first real love until she, Emma Frost the White Queen seduced him. She knew that she could never be to him what Jean was and that the shadow of Jean Gray would always be in his heart but she was always fearful of finding out how she measured up to that shadow. “Us?” Scott whispered as he surrender to the feel of Emma’s body beneath him. He slowly began working himself in and out as she moaned. “Emma, I… I…” Once again Emma kissed him silent, fearful of what he would say after waking up from the dream she had given him. A perverted and incestuous dream considering the alien infection, but the dream had been a world where he could have both her and Jean, and she wouldn’t have to find out which he preferred. But now they were back in the real world that had real consequences. Sliding in and out of Emma’s writhing body Scott whispered, “No, Emma, no.” Emma’s heart felt like it had turned to ice and her stomach felt like it had dropped. The fear of what Scott was trying to say made her feel hollow. “No, Emma,” Scott said as he rolled his hips down, burying himself as deep as he could to stimulate both her G-spot and clit at the same time, to pull a moan out of her. “No dreams, Emma. No fantasies. This is real, right now, right here, us together. I love you.” A strange mixture of relief and hope filled Emma as she began rolling her hips up to meet Scott’s gentle, loving thrusts. And as they held tightly to each other she tried to pretend that she wasn’t crying tears of joys as she and Scott finished making love. —– “I’m sure Emma is responsible for this some how,” the White Queen muttered as she stood naked watching the gang-bang in front of her. Based on the bits of gray flesh she could occasionally glimpse through the pile of adolescent male flesh currently writhing around on the floor of the locker room she assumed that Teenage Negasonic Warhead was underneath the pile of grunting students. She held her fingertips to the bridge of her nose and sighed in exasperation. She thought over her options and decided that a two prong attack was needed to free as many of the boys as possible in the shortest amount of time. Maintaining the psychic cloak which she had decided to use rather than the beer and cigar reek of any of Wolverine’s clothes she made her way around the sweating, moaning pile of teenage flesh and into the office while using her powers to bring one of the boys with her. “Is… is there something I can… can help you with?” Wing asked as he looked around the office in confusion. “Who am I talking to?” he wondered, not seeing anyone in the office and now wondering why he had felt compelled to go to the office in the first place. “Hello?” He was about to turn around and step back into the line waiting for a turn with the gray skinned girl when suddenly every male students’ fantasy appeared on the opposite side of the dingy room: Professor Emma Frost, the White Queen, completely naked. “The couch. Sit,” the White Queen ordered with a snap of her fingers. “Yes, ma’am,” Wing gleefully said as he scurried over and sat on the old, thread bare couch. It was tired, scratchy, and smelled like beer and sweat which reminded him that this was Professor Logan’s office. “I’m Wing, ma’am. I’m in your first period…” he began before being interrupted. “I don’t care,” the White Queen said as she strutted over to the couch. She placed one of her long, thigh high boot clad legs on the couch next to the student as she snapped her fingers to point at her exposed cunt. “Lick,” she ordered. Wing’s eyes locked onto who he thought was his professor’s wet pussy. “Yes, ma’am!” he said, wrapping his arms around her small waist and gripped her firm ass as he drove his tongue between the pink, dewy lips of her pussy. After a few minutes of grinding her groin against the student’s lapping mouth the White Queen rolled her eyes and sighed in frustration. “Oh, bloody Hell,” she thought. “The young: so much enthusiasm, so little talent.” As Ms. Frost rolled her eyes in frustration Wing rolled his in pleasure as he gripped and kneaded his professor’s ass and shoved his tongue in and out of her pussy. “So good,” he mumbled into her cunt as he clumsily tried to find her clit with his tongue. The White Queen gripped the student by the hair and yanked him away from her groin. “Enough. That will have to do,” she said coldly. “Lean back.” Wing replied, “Yes ma’am,” cheerfully, not even noticing his teacher’s attitude. All he cared about was getting to fuck who he thought was his professor. Looking down at the schoolboy’s lap the White Queen scowled. “At least that fur-ball Wolverine had something larger than average to offer,” she thought as she climbed onto the couch, straddling the boy’s lap as she gripped the base of his prick. “Oh geez, oh geez, oh geez,” Wing muttered as the living wet dream of a teacher slowly lowered herself onto his prick. The White Queen yanked the boy’s hair again, forcing him to look up at her. “Do whatever you want but you are not to cum until I tell you,” she ordered. “Nod and grunt if you understand.” Forcing his head between her large tits Wing grunted and nodded his head at Ms. Frost’s order as she slowly began riding him. Her warm, wet cunt was as tight as a fist and almost seemed to ripple along his shaft as she rose up and down around his length. He raised his hands up and gripped her tits reverently as he began licking and kissing around the firm, warm flesh. He may have been in love with Miss Pryde and she may have been the star of most of his masturbatory fantasies, not to mention his now confusing feelings for Hisako, but every teenage boy at the school wanted to fuck the White Queen. And here she was riding his dick! First the Stepford Cuckoos and now their mentor. Plus the 3-way with Miss Pryde and Hisako. “This is the greatest day of my life,” he mumbled around the White Queen’s tit in his mouth. Once again the White Queen rolled her eyes in frustration. “Unless one is capable of achieving orgasm through boredom this will take forever,” she thought as she rode the young mutant’s prick and let him feast at her tits. Wanting to save her power for the orgasm she expended a bit of will and drew in two more of the students. “Nothing wrong with a little fantasy role-play,” she smirked as the two new boys approached her. “You’re so beautiful,” the first boy said as he knelt behind the White Queen. He spread her pale ass-cheeks apart and began licking at her tiny, pink asshole. “You should be leading the Hellfire Club, not Nova,” the second boy said as he stood up on the couch next to Wing and presented his hard cock to the White Queen. “We live to serve your needs,” Wing mumbled again from around the White Queen’s other tit in his mouth. “We worship you,” the first boy said as he gave the White Queen’s tight ass a final lick before standing up behind her. “You are our queen,” the second boy said as the White Queen began sliding her plump lips along the length of his shaft. “We love you,” Wing said as he rubbed the White Queen’s perfect tits around his face. “You are perfect,” the first boy said as he slowly slid his prick into the White Queen’s tight hole. Her clutching ass parted around his hard prick before grasping him like a vice. “There are no others like you,” the second boy said, his cum filled balls resting against the White Queen’s chin. “You are the most beautiful teacher in the world,” Wing said having no way to know that the White Queen fucking him wasn’t the Emma Frost who taught him. The White Queen slid and rocked her sexy body against the three students, their hard pricks working deep inside of her as they worshiped her. Their hands slid over her pale flesh, sending bolts of pleasure and adulation coursing through her, her pleasure rising. As they worshiped her with their words they also worshiped her with their cocks, their only concern being her pleasure. She began rocking her hips faster, harder, working their young cocks inside of her as she lashed the cock in her mouth with her tongue an sucked it harder, her cheeks hollowing. The sounds of the boys groaning in pleasure and moaning her name was one of the most erotic things that she had ever felt. With a burst of psychic power the White Queen came as she shouted with her mind, “You will all bow down to me!” The boys all came at the same time, their cocks inside of her ass and pussy erupting as she suck and swallowed the cum filling her mouth. The boy behind her and the one beside her slowly slid to the floor as tiny bolts of sexual bliss caused her body to twitch. She looked down at the boy she had ridden and smirked at the look of abject worship on his face before rolling off of his lap, feeling the warm cum sliding from her ass and pussy. She noticed the bathroom to the couch and went to clean up. “I’m done with you. Send in the next three boys,” she said off-handedly, as her two prong attack began, freeing three boys herself while the three boys she had just freed then freed Teenage Negasonic Warhead who then freed more of the boys. The two boys looked at each other with confusion before shambling out into the locker room as Wing sat on the couch. “Miss Pryde!” he shouted, suddenly remembering what he was supposed to be doing for her. “Oh man, she’s never gonna have sex with me again.” —– On the floor of the Girls locker room Kitty tried not to squeal in pain as Shaw slowly pushed into her tight ass with his merciless cock. Her eyes were screwed shut tightly, her teeth gritted and her hands balled into fists as she tried to control her breathing. She went through every technique she knew trying to control the pain of the Black King’s prick as it slowly pierced her. Shaw grunted and moaned, relishing the feel of the young Shadowcat’s body as her ass slowly opened to him. As he slowly pushed deep inside the upstart young mutant he looked over his shoulder at the gaggle of teen girls as they watched him take their teacher’s ass and masturbated each other. All except the young Asian bitch. She continued trying to usher the other girls back our to safety after she had come back in to check on her little bitch of a teacher and the other naked students had followed her. As he slowly bottomed out in the bitch Pryde’s ass he grinned wildly. “I’ll show that little Asian whore her place just as soon as I’m done with her teacher,” he thought. Hisako continued trying to get the naked girls out of the locker room but every time she touched one of them they took it as a opportunity to grope her as their insistent hands fondled her and she felt herself growing hornier and hornier. “No, no. I must concentrate,” she thought desperately. “I am only for Professor Logan. Or Wing. Or Miss Pryde.” She looked over her shoulder at her teacher and the sight sent her young pussy to throb. The villain that Miss Pryde had called Shaw was viciously fucking her teacher deep in her ass, his hairy balls smacking wetly against her pussy lips and his hips causing her ass-cheeks to jiggle with every thrust. Hisako slid wetly to the floor and finally just let her fellow students’ hands flow over her flushed body. “Fuuuccck,” Kitty groaned in a mixture of pain and pleasure as Shaw made her cum. She could feel every vein and ridge on his dick as he pummeled away inside of her orgasmic body. She gasped and moaned through gritted teeth as she threw her upthrust rear against him, making sure she got every inch of his angry cock into her ass. She fumed with herself over how good it felt, the infection forcing her body to enjoy everything that the villain was doing to her. She could hear the pants and moans of the students somewhere behind her and tried to think of a way of escaping from Shaw without him going after the girls at the same time she was sliding her arm underneath her and beginning to strum her clit, causing her to hiss in pleasure. Shaw’s tongue lolled out of his mouth and he drooled on Kitty’s tight ass as he pounded into her tightest hole. “You have got to have just about the tightest ass I’ve ever fucked, little Shadowcat,” he chuckled as he slapped one of her taunt cheeks hard enough to leave a red hand print across her silky skin. He threw his head back and basked at the feel of the young X-bitch submitting to his cock, enjoying the sounds of her pitiful whimpers as he forced her to cum for him. Her body shook and twitched in his hands as he leaned over her, reaching beneath her to grasp and squeeze her small breasts, pinching and rolling her sensitive nipples between his rough fingertips. “Gonna cum in your ass, little Shadowcat,” he whispered into her ear. “Gonna cum in your ass and make you cum with me.” Hisako groaned as her fellow students toyed with her body, her shirt gone as they caressed her hard nipples, squeezed her small breast, traveled up and down her slender thighs, and their fingers delved into her needy pussy. She knew she should be helping Miss Pryde against the evil man but the sight of her teaching getting fucked up the ass was causing her entire young body to throb with desire. Suddenly a voice from behind her caught her attention. “You’re right of course, dear. Our Miss Pryde does seem quite at home on her knees.” Emma stepped around the pile of withing young girls and watched Shaw fuck Kitty in the ass with a wide grin on her face. “I could very nearly spend all day watching this,” she said. “If only he wasn’t planning on killing her after. Also the end of the world thing.” She patted Hisako affectionately on her head. “Sorry about earlier, dear. Auntie Emma wasn’t herself,” she said, the barest hint of shame in her voice. “But we have no time for recriminations.” She looked from Hisako to the whole group of young, naked teenage girls. “Follow Emma, dearies. I’d rather do this in one go,” she said before strutting farther into the locker room. “Oh, Shaw.” Shaw looked up from Kitty’s heart shaped ass to the gloriously naked Emma. “You!” he growled, holding Kitty’s hips possessively to keep her tight against his hips. “Don’t we have a rape scheduled?” Emma asked with a smirk on her lips. “Or was that just more of your useless male bravado?” “Gonna fuck you ‘til you scream, Emma,” Shaw said, pulling Kitty off of his cock. “You’ve had this coming for a long time coming, bitch,” he growled as he stood an lunged at Emma. In an instant Emma changed into her diamond form, Shaw’s fist landing on her crystalline jaw with no effect but for him to scream in pain. “You’re grasp of the English language appears to have fallen to the alien infection as well as your libido,” she said as she pretended to check her nails. Shaw shook the pain out of his hand. “You’re gonna look good on your knees,” he said standing straighter and puffing out his chest slightly, showcasing his throbbing prick. Emma rolled her eyes at Shaw’s attempt to show off his erection. “Perhaps, but you’ve forgotten one thing.” “What’s that, bitch?” Shaw asked, slowly tugging on his dick. Emma grinned evilly. “Miss Pryde?” A small, sudden fist smashed into Shaw’s throat, cutting off his air. “And that’s ‘Ms.’ to you, slime-ball,” Kitty said to Shaw as he began gasping for air while falling to his knees. She watched with childlike glee as the Black King of the Hellfire Club struggled to breathe. Emma, her naked body back to normal, came up beside Kitty and began seductively sliding her hands up and down her bare back. “Care to show him who’s the boss.” “Ohhh, you betcha,” Kitty said right before slamming her knee into Shaw’s chin, knocking him onto his back. She quickly straddled his hips and gripped the base of his prick as she peered into his watery eyes. “And since this is a school, I guess I’ll have to teach you who fucks who,” she declared as she impaled herself on the villain’s cock. She began forcefully bucking her hips, rocking his body back and forth beneath her. “Who’s cock is this, Shaw? Who does this dick belong to?” “Fuck you, X-bitch,” Shaw growled, suddenly unable to move his arms. Emma grinned as she resumed her diamond form, releasing her psychic hold on Shaw’s body, and knelt down next to the furiously fucking Kitty. “Ms. Pryde, if I may?” she asked, staring at Shaw as she emphasized the “Ms.”. Kitty slid off of the villain’s cock, guessing what Emma was going to do, and gripped the stiff prick, holding it for Emma. “Don’t you dare!” Shaw shouted as he tried to sit up and block Emma an instant to late to stop her from flicking the tip of his dick with her diamond hard finger. “Arghhh!” he shouted in pain. “It’s yours! It’s yooours!” he groaned in pain and defeat. Kitty chuckled as she remounted the Black King’s cock and began fucking him mercilessly. “It sure as flamin’ hell is,” she muttered, her small breasts jiggling with every thrust. “Very good, Shaw,” Emma said as she turned her body back to flesh. She straddled his face, facing towards Kitty’s wildly bucking body, and humped her wet cunt against his mouth. “Now lick,” she ordered and moaned as he began to comply, his thick tongue sliding between her wet lips. Her ex-teammate’s tongue danced inside of her pussy sending delicious shivers coursing through her body, reminding her that in spite of his being a misogynistic pig Shaw had always been a very acceptable bed partner. As she continued humping his face she leaned forward, bracing herself with one hand on the villain’s chest as she began to cup and caress one of Kitty’s firm tits. The two X-Women kissed passionately, joined together over their defeat of Shaw, their tongues softly caressing each other as Kitty raised one hand up and began softly groping one of Emma’s own large breasts. Emma and Kitty’s kiss turned more passionate, their tongues wrestling as their hands roamed over their bodies. Emma reluctantly broke the kiss and looked around at all the sweating, panting teenage girls around them. She knew that at any time Kitty could have broken away from Shaw’s unrelenting lusts if it hadn’t had been for wanting to keep the girls safe, and indeed after she had distracted Shaw from Kitty the younger X-Woman could have phased the villain into the ground beneath the school, possibly killing him, but Emma had decided that using Shaw to break the infection, dominating him, was for the best. “Just do what feels natural, children,” she said to the girls, returning her attentions back to Kitty. Kitty kissed Emma again, deeply, before slowly kissing her way down her jaw and then nuzzling at her neck. The students’ hands and tongues began caressing her and Emma and both women grinned in pleasure. She bent forward more, capturing one of Emma’s ripe nipples between her lips and began lashing the hard nub with her tongue, causing Emma to moan and gasp out. She switched to the other large breast, sucking hard and eliciting a quick squeak from Emma before releasing the firm tit with a pop. She leaned up and caught Emma grinning at her with a smile that seemed filled with actual warmth. She smiled back before leaning in and they began kissing tenderly. The students’ hands caressed their teachers’ sweating, thrusting bodies, almost on instinct avoiding anything to do with Shaw. He couldn’t move his arms or legs and knew it was because of Emma using her psychic powers on him and that she had left him completely incapable of participating in the orgy, only receiving whatever meager stimulation that they might give him. Even with the little X-bitch riding his cock he could only lay prone on his back as she did whatever she wanted to his prick. A flash of pain slid through his mind and he realized that he had stopped licking Emma’s cunt and the pain was her friendly reminder to get back to work. “Fucking X-bitches,” he thought as he slid his tongue back into Emma’s wet cunt. Emma could feel her orgasm rising and used her powers to open everyone’s minds to each other. Suddenly the pleasures that everyone was experiencing increased by each one and beyond anything they had ever felt before and everyone came at once, their gasps and moans echoing off of the walls. —– Scott, Hank, Logan, Peter and Agent Brand stood outside of the door to the Danger Room, staring awkwardly at each other. “Well aren’t we a oddly dressed crew,” Brand said sarcastically. Scott and Hank were in full uniform while Logan was barefoot in jeans and a T-shirt leaving her and Peter the least dressed of the group. Scott’s uniform resembled a dark gray one piece with red striping along with a cowl and visor while Hank’s uniform left his chest, shoulders and arms fully exposed with yellow striping on the rest. Logan was simply wearing his regular clothes, not really concerned with his uniform while Peter was wearing a pair of Hank’s running short which were a size to small for him and making it obvious that he was wearing no underwear since they hadn’t been able to find other clothes around the lab and with the urgency he didn’t want to waste time running to his room. She had to make due with the ripped remains of her uniform, her top shredded and now tied under her chest without a working zipper, leaving her chest nearly exposed and what was left of the bottom of her uniform came barely an inch above her groin and were barely being kept up by her weapons belt. “Sweetie, please remind me to start leaving a change of clothes in your lab. Colossus, you might want to do the same,” she said without humor. “If we survive,” Logan growled and unsheathed his claws. “While I am all for being prepared,” Beast said, trying not to be distracted by all of his girlfriend’s exposed skin, “I’m afraid this particular situation couldn’t have been foreseen.” “Heads in the game, people,” Scott said sternly. Beneath his visor he closed his eyes in concentration. While he had no psychic powers of his own he had been taught telepathic communication by Professor X. “Nova, the first wave is here. What’s the situation?” he thought as loud as he could. The response knocked him and his team to their knees. “What the flamin’ hell was that?” Logan growled, the first to start to regain his feet. Colossus was on his hands and knees trying to control his breathing. “What did I just see?” he asked, panting. “Did we all see that?” “Pretty sure that was Nova panicking,” Scott moaned as he began struggling to get off of his back. “Brand, did that look like anything S.W.O.R.D. would know about?” “I’ve never even heard about something like that,” Brand said as she tucked one of her firm breasts back into her top. “I don’t even know of anybody who might have even ever heard about something like that.” “Seemed pretty alien to me,” Logan said, noticing Brand’s uniquely colored nipples. “Mountains and storms and living landscapes. What world was that?” “Lovecraft,” Hank whispered. “And where’s that?” Scott asked his friend. Hank stood up straight and looked worriedly at his friends. “Not a where. A who. H.P. Lovecraft was a author of turn of the century horror stories. Logan sheathed and unsheathed his claws, a nervous habit as he noticed the worried look in Hank’s eyes. “And he’s from there?” “No,” Hank whispered. “He wrote about it.” Scott held his friend’s furry shoulders. “Deep breath. Tell us.” Hank tried to shake the cobwebs from his head. “Old Gods. Dead and sleeping now. The sight of which can cause insanity.” He peered into his friend’s visor. “Dark gods that crawled and shuffled across creation spreading fear, misery, and evil. If Nova is right whatever has infected our school wants to bring those Ancient Ones back so that they can spread across our universe like a living cancer.” “That thing’s in Lockheed, Slim,” Logan said unconsciously using Scott’s old nickname. “The dragon’s one of us.” Scott released Hank’s shoulders and took a deep breath. “O.k. people, here’s the plan,” he said with more confidence than he felt. “Logan, Colossus, you’re up front and center, we can’t rescue Lockheed unless we can stop him. I’ll back up Nova. Hank, you and Brand stick to the periphery, if it looks like this creature is about to achieve it’s goals, lock it down.” Hank glared at his friend in suspicion. “And what’s that mean?” The clack of gunmetal drew Hank’s attention to his girlfriend. “Don’t be naive, sweetie,” she said as she turned off the safety and holstered it before adjusting her shredded clothes. “We’re the X-Men, Hank,” Scott said to his friend. “We’ve fought worlds to save a friend and now we have to fight a friend to save a world.” Hank bowed his head a moment before swiping his hand over the keypad and as the door opened Scott shouted, “To me, X-Men!” as he led his team inside. “Oh Scott, that feels so good!” Jean shouted as she threw her sexy ass back against him. He held her hips firmly as he thrust himself deep into her tight ass and peered down at her on her hands and knees. Behind him he could feel Emma pressed against his back, her warm breasts sliding over him as her hard nipples scrapped against his skin. She reached both of her arms around him, grasping the base of his dick in one hand, jerking him off into Jean’s jiggling ass as she fondled his cum filled balls with her other hand. He looked up from Jean’s pale, glistening body and stared across the Danger Room as Lockheed’s eyes flashed. “Nooo,” Brand squealed as Beast pounced on his naked girlfriend like the cat he resembled. He pinned Brand to the ground with his teeth holding the back of her neck and her ass high in the air. He quickly thrust his red cock into her tight cunt, fucking her deep as he growled from low in his chest. His hips were a blur as he pummeled away inside of her, her ass jiggling with each thrust as she mewled weakly. His clawed hands slid over her skin leaving red trails across her vulnerable flesh. She began beating her fists against the floor and trying to crawl away from him but he gripped her neck more firmly and she gasped out in fear and lust. He slid his hands underneath her and gripped her firm tits, twisting the warm orbs and causing her to moan out. Her moans of lust and groans of pain spurred him on and he answered by redoubling his efforts, attacking her tight pussy like a jack-hammer. He growled in lust and looked up when his growl was answered from across the room. He looked up and saw Lockheed standing on his hind legs, stretching his wings. “More,” he heard the small dragon hiss. “Welcome to the clubhouse,” Sue Richards of the Fantastic Four said as Logan stepped through the door. “Well ain’t this a sight,” Logan chuckled at the all female orgy in front of him. Sue was nude and on her back with her legs spread, her blonde hair flared around her as the green skinned She-Hulk lapped at her cunt. She-Hulk was on her knees between Sue’s legs with her ass high in the air while the Avenger known as the Wasp fingered the green woman’s pussy. Next to the three fucking women the sometimes villainess known as the Black Cat was softly kissing the super-model Mary Jane Watson-Parker. The Black Cat and Mary Jane’s impressive chests were pressed tightly together as they kissed and their hands flowed over each others’ naked bodies. The red-headed super spy known as the Black Widow was sitting naked on the couch with her long legs spread and the sometime Avenger known as Spider-Woman was laying across her lap, equally naked, with her plump ass in the air. Black Widow brought one of her hands down, smacking Spider-Woman’s pale ass and causing the super-heroine to squeal out in lust. “Where to start?” Logan wondered before spotting a purple tail flickering about out of the corner of his eye. “Oh God, Peter, I’m cumming!” Kitty shrieked in joy as she wrapped her slender legs around Peter’s head, her warm cum sliding out of her pussy into his lapping mouth. Peter redoubled his efforts, wrapping his arms around her trembling thighs as he drove his tongue as deeply into her pussy as he could. His girlfriend gripped his hair and began excitedly humping his face with enough force to nearly cause him to bite his tongue. He smiled inwardly as he hungrily lapped away at her tasty hole, enjoying the enthusiastic way she enjoyed sex. “Always so eager,” he thought, listening to her squeals and moans. On the bed next to Kitty’s thrashing body he noticed a stuffed purple dragon. “The troops are ready for inspection,” the Drill Instructor said as he saluted Brand. “Very good,” she said as she walked back and forth, inspecting her naked recruits. “What we do here is very hard, men,” she said inspecting their broad shoulders and chests. “The enemy is always sneaking around our back doors,” she continued as she inspected their well defined abs and muscular arms. “We have to stay alert before their subversive efforts catch us with our pants down,” she went on as she inspected their tight asses and muscular thighs. “And the only way to defeat the enemy is with the proper weapons. Show me your guns, boys!” she shouted as all the troops stared blankly at her. “It appears this surprise inspection has caught you with empty weapons,” she announced as she unzipped her uniform to bare her firm tits. “Present arms!” she shouted and all the men began stroking their cocks as they stared lustfully at their sexy commander. She looked over at her Drill Instructor and wondered why he had a tattoo of a purple dragon on his chest. “Yes, Scott, yes!” Jean squealed with glee as Scott buried himself into her clutching ass and began making short, deep thrusts as he reached underneath her to squeeze her dangling tits and met another pair of hands. He looked up and saw Emma reclining on her ass, her long legs spread wide to allow Jean access to her dripping pussy. “I’m afraid this one is my fault, Scott,” she groaned as she gripped Jean’s hair with one hand and humped her face. Suddenly he couldn’t feel the strange pair of hand’s that he had mistakenly taken at Emma’s and looked around in confusion. Emma licked her lips and whispered, “Don’t forget about Lockheed.” Scott looked down at his sexy wives and then up into the air and the strange shadows looming over them somehow from the ceiling of the Danger Room. “Lockheed?” he wondered. “I… he made me… This is an attack!” he shouted before unleashing the most powerful blast that he could muster through his visor, Jean and Emma disappearing from in front of him. “You animal,” Brand grunted in a mixture of pain and pleasure. Hank picked her up and flipped her over, keeping his cock buried inside of her as she landed on her back. He roared and went back to fucking her roughly, her tits jiggling on her chest with each merciless thrust. He bent forward and caught one hard nipple between his sharp teeth, causing her to scream out as he sucked and licked the sensitive bit of flesh. He gripped her muscular ass-cheeks in his hands as he angled his dick down, stretching her in new ways and causing her to squeal and pant. Suddenly a bright red light caught his attention and he released her tit from his mouth, sitting up straighter with his prick still buried inside of her. “Go chase the laser, Kitty-kitty,” Brand said in Emma’s voice. “Logan, you are a beast,” She-Hulk grunted breathlessly from on her back with her green DD-cup tits wrapped around Logan’s pumping cock. The Black Widow was on one side of him fondling his bloated balls as he straddled She-Hulk’s chest while Spider-Woman was on his other side lifting up one of her tits for him to suck on. His hands were between Black Widow’s and Spider-Woman’s legs fingering their juicy cunts while he fucked She-Hulk’s enormous breasts. Out of the corner of his eye he could see the Invisible Woman straddling She-Hulk’s face, lowering her dripping pussy down onto her green friend’s eager tongue while across the room the Black Cat and Mary Jane were locked into a 69. His attention was stolen from the lesbian sexy show by a cough from his other side. He turned his head slightly from Spider-Woman’s full tit and saw Emma staring down at him. “This is just down right adolescent, Logan,” she said sternly. “Isn’t there something you should be doing?” “Mmm, Peter,” Kitty moaned in pleasure as she slowly lowered her self down onto his cock. “You feel so good,” she whispered as she slowly started to rock her hips, taking every inch of him into her hot, sweat slick body. She began softly riding him as his large hands started to gently caress every inch of her exposed flesh. The moonlight filtered through the open window while a gentle breeze stirred the gently wafting curtains “And I’m going to stop this right here,” Emma said, startling Peter as Kitty continued on as if she hadn’t heard anything. Emma looked down at Peter with a condescending look on her face. “Peter, dear. This Hallmark channel love scene cannot be your version of sex,” she said. “What is wrong with romance?” Peter responded, oblivious to the strange situation. Emma just sighed in exasperation. “Remind me to have Logan loan you some of his more ‘personal’ movies if we survive this. And if they don’t work I’ll loan you some of mine.” “The troops are now armed!” the Drill Instructor announced as Brand inspected the double rows of hard, throbbing cocks. “Very good men. Very good,” she said, stroking a few of the hard dicks that all seemed to point at her. Her firm tits barely swayed as she walked back and forth in front of the men before announcing, “Present arms!” All the men gripped the base of their dicks and pointed them upwards. Brand grinned and slid her palms over her chest, squeezing her tits before sliding her hands down her body. In a blur she pulled her side arm and fired at the Drill Instructor as she yelled, “Fire!” All the men turned and fired as one, all in full battle-gear and all armed with fully automatic weapons. “Sex and violence is all pretty much the same to me, asshole,” she yelled as the Drill Instructor roared in anger. “I thought you X-Men fallen before the battle had even begun,” Nova said to Scott as he unleashed another blast from his visor. Scott ducked a bolt of lighting from Lockheed as he fired another blast. “I think perhaps we can thank Emma for the help,” he said to Nova through gritted teeth. “Still,” Hank said as he leaped over Scott and Nova, trying to force his way against a cold wind that was keeping him from reaching Lockheed like a force field. “It was a powerful if somewhat blunt attack.” Nova steeled her concentration to try and block out the echoing thunder, trying to rebuild the psychic tendrils that the alien creature kept destroying. “A creature with this much power doesn’t require subtlety, Doctor,” she said to Hank. Hank stopped trying to force his way past the force field made of wind and watched Logan, a steel hard Colossus, and a topless Brand try to make their way to Lockheed. “Still, with a little more subtly this creature could have remained hidden and it’s infection could have spread to the whole of the school and outside.” “And what does bring you to the school, Nova?” Scott asked as he looked for a opening in Lockheed’s defenses of wind and rain and thunder and lighting. Nova smirked, the first real sign of emotion since the X-Men’s arrival in the maelstrom. “All in good time.” Hank stood up straighter and peered around the Danger Room and the illusions it was creating. “It’s not even really fighting us,” he said as he stared at Lockheed reclining on the dais. “These are just automatic responses. He barely knows we’re here.” “What are you talking about, McCoy?” Nova grunted, the rain from Lockheed’s storm blurring her vision. “I’ve already been battling this creature for hours yet.” “But he hasn’t been battling you,” Hank said in wonder of the sound of the lighting strikes. “Look around you. Lockheed has taken over the Danger Room, commanded it to look like something it’s comfortable with.” “The storm and mountains,” Nova said as her eyes went wide realizing how little the most powerful psychic on the planet mattered to the creature before her. “Exactly,” Hank agreed. Scott stopped his attack and looked over towards the much shorter Nova and his friend. “Explain, Hank.” “We are in a storm, Scott,” Hank said. “Everything we are fighting against, lightening, wind, are simply parts of a storm. He’s not attacking us with a storm, he’s simply trying to make the storm real.” “The power he’s drawing from the school…” Nova began stopping her attack and staring at Lockheed in awe. “With enough power the storm will become real,” Hank finished. Scott looked from Hank back to Lockheed. “And blanket the whole world, bringing back it’s Ancient Ones.” —– “No means no and that’s final!” Kitty said to Wing and Hisako. “But we can help,” Hisako pleaded. Wing couldn’t tear his eyes away from the White Queen’s large, heavy tits. “Um, yeah,” he mumbled. The White Queen smirked at the look of astonishment on the young student’s face. “And how old were you when you began fighting beside the X-Men, Miss Pryde?” she asked with obvious contempt. “It’s ‘Ms.’ to you,” Emma said to the White Queen. She pretended to straighten her pants and top, emphasizing the fact that she was the only one dressed in their usual clothes. Kitty hadn’t been able to find any clothes in the locker room her size and so she was once again in shorts and a T-shirt a size to small for her which made it obvious that she wasn’t wearing underwear. Hisako was still in one of Logan’s button up shirts, Wing wearing his gym clothes from the Boys Locker Room while the White Queen was completely nude except for her thigh high boots. “But perhaps the children can serve a purpose,” Emma finished. “Emma,” Kitty growled. “They’re children, they’re not fighting.” “My students, my old students, the Hellions, would have been the first ones through the door,” the White Queen said, sending a small jiggle through her breasts and causing a tent to raise up in Wing’s shorts. “They were all so brave. Maybe even as brave as you,” she said, ruffling Wing’s hair in false affection. The color drained from Wing’s face and his mouth went dry as he openly stared at the White Queen’s naked body and her jiggling tits. “Ow!” he shouted out as pain flared in his side. “Stop it,” Hisako hissed. “You’re embarrassing your self.” “The kids are not going through that door,” Kitty said angrily as she stepped between the two Emmas and her students. She tried not to look but she could feel Wing’s eyes crawling over her ass. “Of course not, dear,” Emma said to Kitty. “We will enter first, Hisako will use her power as a blockade and Wing will wait behind her to fly out any injured. They will be out of direct harm and will be in position to call or help if needed. Agreed?” Kitty tersely nodded her head and turned towards the door to the Danger Room and began punching in the entrance code. “We got a plan, X-Men. Let’s go!” The door opened and Kitty activated her power as she rushed into the room with Emma in her diamond form running behind her and the White Queen simply strolling after her. “Please do drop the blockade when Shaw arrives, won’t you?” she asked the children as she made her way into the Danger Room. “Who’s Shaw?” Wing asked Hisako. Hisako activated her power and a glowing, red, transparent suit of armor covered her and filled the doorway. “Nobody,” she answered, preferring not to remember the way she had masturbated watching his thick cock stretching Miss Pryde’s tight ass. “And stop staring at other women or I’m breaking up with you.” “Breaking up with me?” Wing wondered. “Hey! Are we dating?” he asked, stunned at his friend’s words. Hisako blushed a little as she answered, “I think that with every thing that’s happened today it’s safe to say you’re my boyfriend.” “Huh,” Wing mumbled as a smile broke out across his face. “I’m somebody’s boyfriend.” “Move, whelp,” Shaw said as he shoved past Wing and used his massive strength to catch Hisako by surprise and make his way past her. “Somebody is going to die for the indignities suffered today.” From the spot on the floor where he landed Wing watched the man in the shredded pants disappear into the Danger Room. “So I guess that’s Shaw?” “Uh huh,” Hisako said meekly as she moved back into position trying not to remember how the sight of the villain fucking Miss Pryde had turned her on. “Kittens blush when they remember how the kitten was made to purr,” a voice from behind, then to the side and then in front, of Wing & Hisako said. Hisako stared as a naked, gray-skinned girl walked into the Danger Room. “And now who’s this?” Hisako asked. “I have no idea,” Wing quickly replied as he watched the gray-skinned girl’s naked ass swish back and forth. “Well it’s not technically a lie since I never learned her name,” he thought, not wanting to admit to his new girlfriend that he had participated in the mystery girl’s gang-bang. Shaw strode into the tumult room, his fists shaking with anger. “Where is the one responsible for my indignities!?” he shouted. Logan was running swiftly past Shaw and was about to lunge at Lockheed again but stopped just a few feet short. “In the mirror every mornin’, bub,” he said before leaping back into the fight. “You and your mutton-chops pretty much walked into that one,” Brand said as she reloaded her gun. Her shredded top had been lost right after the fight started and she had no choice but to fight topless and now her ruined pants were hanging half way down her muscular ass, barely being kept up by her weapons belt as she ran back into the fight. “Kitty!” Hank shouted over the den of the storm. “And Emma,” he said as his teammates forced their way against the howling wind to reach him. “And… naked Emma?” “What do you need, Hank,” Kitty asked, unable to look away from Lockheed, her friend, and the evil look in his eyes. “I’ll find some way to help you, dragon,” she said to herself. Hank didn’t know where to let his eyes rest as they darted between Lockheed, Kitty, the storm, Emma, and naked Emma. “Well, I would like for Emma to use your instinctive rapport with Lockheed to enter his mind, just the slightest bit, and show us what he believes he’s doing,” he said. “Also, I would like someone to tell me why we have a second, naked, Emma.” Kitty looked from Emma to the White Queen and then to Hank. “Just think of them as evil Emma and… well, not as evil Emma,” she said as she shrugged her shoulders. Emma glared at Kitty a moment before smirking. “Many thanks,” she said as she placed her fingertips of one hand against Kitty’s temples. “I’ll be gentle,” she continued as she placed the fingertips of her other hand against Hank’s temples. “Nova?” “I am here,” Nova answered in their minds before a wash of memories overtook them. The four mutants had their minds joined by Emma as Nova shared all of their memories with each other. They saw every thing Kitty had seen and done as well as what was done to and by her, everything Nova had discovered, everything that Emma had done to fight off the infection, and then through Kitty’s rapport everything Lockheed had experienced. “Oh my stars and garters,” Hank mumbled. “Wanda accidentally pulled him from his home when she flipped reality,” he said. “Alone and needy he found and possessed Lockheed and then tried to find a way home. He discovered the inherent energy that flows through all living beings and with every ebb of energy he stole he grew stronger, more capable. With enough energy he will be able to bring back his people, the Ancient Ones.” With all the details finally shared Emma broke the connection. “He’s not inherently evil…” “He’s just lonely,” Kitty finished. “Emma, connect me to Scott,” Hank said. “I’ve got a plan.” Emma opened Hank’s mind to Scott and after a few tense moments Scott nodded his head. “Agreed. Nova?” he said as he thought the plan to Nova. Nova nodded her head. “Agreed. Although acting has never been my strong suite,” she said before lowering her hands. With a gentle wave of her hand all of the X-Men, students and Brand, fell to the floor, leaving only the Hellfire Club and Emma on their feet. “Oh great entity inhabiting the alien known as Lockheed, I, Cassandra Nova, address you. We surrender.” “What?!” Shaw growled. “Hush,” the White Queen chided Shaw. “Just go along with it,” she said, jiggling her tits at him to distract him from his anger. With his eyes glued to her chest she whispered, “There’s a plan so just follow along.” “I’m aware of your tricks, witch,” Shaw said licking his lips. “These are not a trick, Shaw,” the White Queen whispered as she smirked and pointed at her breasts. “Now be quiet.” Lockheed peered at the small group of humans. Nova continued her speech, briefly wondering what possible use bringing Shaw along was supposed to serve in Cyclops’ plan. “We surrender to your great power and wish to help you fulfill your desire.” “Hooommme,” Lockheed hissed. Nova nodded her head enthusiastically and looked towards Emma. Emma stepped forward and raised her hands up as she spoke. “We have found a way to return you home,” she said, trying not to shiver at the hungry look Lockheed was giving them all. “Bring home here,” Lockheed said inside of their minds with enough force to knock them to their knees. The White Queen bowed low, her large breasts dangling below her, her pale ass thrust up high. “Yes, we can bring home here,” she said as meekly as possible. Staring at the White Queen’s pale ass Shaw said his part. “Yes. We’ll bring your home here if you wish,” he said. And then through gritted teeth he muttered, “Lizard.” Nova stood back up as she said, “We can send you to the original conduit. That is the way to bring home here.” “Yesss,” Lockheed roared in triumph in a voice far more powerful than a small creature like Lockheed should have been able to manage. And as Lockheed agreed Nova put Hank’s plan into motions. Nova gathered the latent mutant and psychic energies of the X-Men, much more potent than the Hellfire Club because of their training and stronger due to their feelings of family, and more potent with them unconscious, and channeled it through Shaw’s sturdy form, realizing why Scott had wanted him conscious, his single-minded will strengthening the stream of energy. Emma and the White Queen added their own powers and laced all the energy together as she used the rapport she had built with the Hellfire Club to funnel the energy to the naked Teenage Negasonic Warhead. The nude, teenage girl’s reality warping power, much less potent that the Scarlet Witch’s, added the last necessary component as Nova aimed all the energy straight at Lockheed’s head. At the Xavier Institute for Higher Learning in Westchester County, New York It closed It’s eyes and Lockheed opened them. —– Quicksilver, former mutant terrorist, former husband, former father, former Avenger and former mutant looked down at his lonely bowl of soup. He had only meant the best for Wanda when he was spying on her during her convalesce with their father and Professor Xavier, and he had only meant the best for their species when he had coaxed her into flipping reality to make mutants the dominate species. He knew that the Avengers and X-Men would blame him for their troubles despite the fact that he and Wanda had given them a near perfect utopia and he knew that as soon as they got their wits about them that they would be looking for him. “Bastards!” Quicksilver snarled as he slammed his fists down on the rickety table overturning the one bowl of soup that he would be given that day. A voice shouted out at Quicksilver from the throng of destitute homeless gathered in the small church basement. “He, mac! No violence in the church! You’re outta here!” Pietro Maximoff, feeling no reason to call himself Quicksilver without his powers, glared at the slovenly dressed human. Just yesterday he could have flayed the man alive with his super-speed but now, today, he was as powerless as any human. He grabbed the overcoat he had pulled out of a dumpster yesterday and shuffled slowly out of the basement, making his way back out into the harsh light of New York City. “At least I’m safe from the X-Men and Avengers,” he mumbled as he made his way back into the ally he head slept in last night. “They’d never look for me here.” A sudden bolt of pain pierced Pietro’s mind and brought him to his knees a moment before a second bolt knocked him on his back. He didn’t even have time to yell in pain before a nimbus of light surrounded his twitching body. “Wanda,” he croaked as his eyes filled with a orange fire and It took over his mind. The infected Quicksilver stood up and peered around at his new surroundings. “Humans come in so many different flavors,” he thought as he studied his new vessel. It was a vessel similar to the ones at the school but this one was denied it’s powers, a small matter that was easily rectified with a small flash of power, but this was not the original conduit that he was promised. With a small flash he saw a picture of the original conduit in his mind, a memory. “Of Wanda,” he whispered. “My sister. My twin.” He looked down the length of his body as realization dawned on him. “I am of her and she is of me,” he said as a smile broke out across his face. “We are one,” he said before he was gone in a blur of speed, he long coat fluttering as it sank to the ground. In the Eastern European country of Latvia a beautiful, auburn haired gypsy milled about the market place of a small country town. As far as the other market shoppers were concerned she had lived there all of her life, unaware that she had arrived only a day before, using her reality warping powers to make them forget that they had never seen her before as well as making herself forget who she was. As she strolled around the market place she enjoyed the feel of the sun on her skin and wished she had worn something lighter than the modest corset, breezy skirt and cloak but they had matched her hair color so well. Suddenly in a blur of motion she was gone, far faster than the eye of any of the humans in the market place could see. From her spot on the ground Wanda looked up at the white haired, shabbily dressed kidnapper. “My God! Who are you?” she asked in Latvian without any trace of an accent. Quicksilver looked down at his frightened sister. “I am of you. You are of me,” he said in a strange monotone. “We will bring my home here,” he said and in a flash his clothes were long gone, leaving him completely nude as his erection throbbed to life. “I don’t… I don’t think this is… is your home,” Wanda stammered as her eyes went from the stranger’s face to his slowly rising prick. “You… We…” her voice trailed off as she licked her lips. Her corset felt two sizes two small and her skirt felt to hot around her legs. Her breath caught in her throat as she rubbed her thighs together and her kidnapper’s cock twitched and throbbed, seeming to point straight at her. “Epp!” she chirped as her clothes were suddenly ripped from her body leaving her nude, reclining on her red cloak. Her large tits fell to her sides slightly with gravity, pale and capped with light pink nipples. Her nipples grew hard and her bare vagina glistened with unexplained arousal. “Please…” she begged, not sure what she was begging for, more or less. “Home,” Quicksilver whispered as he climbed down to his knees, leaning over his panting, beautiful sister. He kissed her deeply and clumsily, It’s first kiss, trying to shuffle through Quicksilver’s memories to find out what to do. His sister kissed him back passionately, moaning with pleasure into his mouth as she caressed his muscular arms and he moaned back before breaking the kiss and beginning to give quick pecks down her jaw, nuzzling the warm flesh of her neck. “Oh Pietro,” Wanda moaned in lust, not realizing she had called what she thought was a stranger by his name as she pressed her large tits more forcefully into his chest. She cooed in pleasure as he made his way down to her breasts, licking and sucking at her tits, his passionate caresses intensify as she reached between their naked bodies and gripped his throbbing cock. Quicksilver kissed his way back up from Wanda’s chest until their lips met and their tongues reached out towards one another. He felt her spread her legs wider, parting her thighs for him as he moved his hips forward and she guided his dick to the entrance of her steamy cunt. He pushed his prick slowly but firmly into her writing body, sheathing himself fully deep inside of her, her hot pussy parting before him and then gripping him tightly. “Home,” he moaned in pleasure into her ear. “Yes, brother, yes,” Wanda groaned in response to Quicksilver, leaning back fully with one arm wrapped around his broad shoulders and bringing him down with her. He began working himself deep inside of her, barely pulling out an inch before pushing himself back in as she raised her wide hips up to meet him. Urgency started to build in both of them, his thrusts coming faster and faster as her breathing quickened, her chest rising and falling with her large tits wobbling with each panting breath. “You’re home, Pietro. We’re home,” she moaned lustfully. “Hoooome,” Quicksilver groaned again, his thrusts coming faster and faster as he fucked his sister. It hadn’t felt this kind of need while inhabiting Lockheed, this need was purely human, the need for sex was almost as primal as Itself. He thrust harder, faster, his hip beginning to blur as his need activated his mutant power as he delved into Wanda’s tight, wet cunt again and again. Wanda moaned in pleasure as Quicksilver’s cock began to vibrate inside of her. She gritted her teeth and grasped his forearms as he strained above her, unable to match his pace. She kept her hips tilted up to give him full access to her dripping hole as she spread her legs even wider until they were nearly pointing straight out from under his hips. “God, Pietro, yesss,” she moaned in lust. “I’m cummming!” Quicksilver buried himself inside of his sister, her spasming pussy rippling around his shaft. “Hoooommme!” he shouted as he came, filling Wanda’s tight cunt with his thick cum. A flash of light flowed from around Quicksilver’s head and into Wanda’s eyes, quickly followed by a second strobe. His eyes shot wide open in surprise as he fell sideways, laying next to his spasming sister. Wand shrieked in pain as her powers activated and she suddenly remembered everything, everything she had done to her fellow mutants, everything she had done to herself. And then, with the psychic manipulation of Emma Frost whispering in her mind, she remembered everything the strange alien entity had done. “Noooo…!” she screamed, refusing to believe all the misery she had caused. “Nooo…” —– With a wave of her hand Emma revived the X-Men. “Well, that was certainly exciting,” she said as she stared at Nova. “Very,” Nova agreed, a knowing smirk on her face. Teenage Negasonic Warhead appeared behind her, possibly unaware or unconcerned where she was or what was happening or that she was nude, while the White Queen sauntered up, displaying her naked body and staring daggers at Emma, and Shaw came up behind her glaring at all the X-Men. “Our plan worked,” Scott said, seizing up the position of everyone in the room, while the rest of the X-Men spread out behind him and Emma. “If there were a few changes in it.” “Yes,” Emma said, answering Nova’s smirk with one of her own. “Nova channeled the X-Men’s psychic energies through Shaw, his mutant power strengthening the energy stream, pulling the alien entity out of Lockheed and into Quicksilver. The ‘White Queen’ manipulated the creature’s powers to reactivate Quicksilver’s powers and sent him to Wanda while I sent a telepathic suggestion from him to Wanda for her to send the creature back to where ever it came from using Teenage Negasonic Warhead’s power to alter reality. I suppose the twins having sex was Nova’s suggestion.” “Indeed,” Nova said with a condescending tone. “It was best if the creature was comfortable with the situation so as best not to notice our telepathic suggestions.” Logan popped his claws as he peered at Shaw, waiting for the villain to attack. “So where’s that leave us?” he asked in a low growl. Nova smiled wickedly. “Yesterday,” she answered simply. Hank pulled his glasses from his pocket and put them on. “And what does that mean? And what do you mean by ‘suggestions’ plural?” Nova clapped her hands once and chuckled. “I have plans for you X-Men and your school,” she said. “Plans I was not yet prepared to reveal when the alien attacked you all.” Brand clicked off the safety of her gun, completely unconcerned with displaying her bare breasts. “And whatever does that mean?” she asked, affectionately mimicking Hank. “The Scarlet Witch is flipping reality to send that creature back to where ever it came from,” Nova said. “I simply placed another command next to your dear Emma’s. To have her stretch the command a bit.” Kitty held Lockheed protectively in her arms. “She’s going to rewrite the day, isn’t she? You’re manipulating her just the way Quicksilver did.” Hisako and Wing held hands, afraid of what the adults were saying, afraid of being separated after just discovering their feelings for each other. Peter, still in his steel form, placed a unnecessarily protective arm around Kitty. “And you think we will allow this to happen?” Nova cackled with glee. “It’s already happened. Perfection!” she shouted an instant before the White Queen shouted, “Shaw!” Both women unleashed a psychic wave, knocking back the X-Men except for Emma who had started to assume her diamond form. The rest of the X-Men fell scattered to the floor as Shaw’s fist connected with her jaw before she could fully turn to diamond, knocking her back against the wall. Teenage Negasonic Warhead trailed dreamily around the the room as the X-Men struggled to their feet. “Alls well that ends well that starts well again,” she sang. “Agreed,” Nova said sternly as the new battle began. —– Chase sat back and watched his cum drip out of Xavin’s thick ass. His eyes traveled up her graceful back at her beautiful face wearing the same wide-eyed look of shock as him. Their eyes were locked in horror and he couldn’t turn away as he felt everyone staring them. He licked his dry lips. “Uh, uh, uh…” he stammered. Suddenly Xavin blurted out, “We will never speak of this…” and Chase finished, “…Ever.” The group of Runaways began looking around silently for their clothes when suddenly Nico shouted out, “The girls!” —– In the Runaway’s Leapfrog Molly sat in Chase’s captian’s chair. “Breaker, breaker, this is Princess Powerful calling S.H.I.E.L.D., the Avengers and the Fantastic Four. Come in, over,” she said into what she thought was the radio. When no noise came from the box looking device she kicked it with her sneaker. “This thing’s broken,” she declared in frustration as she turned around and looked at Klara. “Any luck with the door?” Klara punched at random buttons with no luck. “No. Victor locked us in but he didn’t turn the power on.” “And they think just ‘cuz they’re older that they’re smarter than us,” Molly pouted as her aura began to glow. “If I was in charge I wouldn’t have left Old Lace in the Leapfrog. You never know when a dinosaur will come in handy. That’s it. I’m punching out the window,” she exclaimed before she, Klara, the Leapfrog, the genetically grown raptor Old Lace, and the school was bathed in the Scarlet Witch’s spell, erasing not only the world’s memories of the last day but the day itself. “No more mutants,” a sad, lonely voice said as it rippled across the planet. End Part 01 Not the Whedonverse XXX The Astonishing X-Men with special guest stars The Runaways. To be continued in Not the Whedonverse XXX Chap. 02: Marvel’s The Avengers with special guest stars Marvel’s Agents of S.H.I.E.L.D.
Source: New feed

Not The Whendonverse Pt. 01 Chap. 03

This is a work of complete fiction. It just popped into my brain so I wrote it down and share it for free and make no money off of it. No one under legal age may read this, if you know what’s good for you. No one over legal age should read this for the same reason. All characters used in this story are a parody of any real or fictional person. I do not own The Astonishing X-Men, The Runaways, or the characters from them. Comments are always welcome and appreciated so you should feel free to share. Story Code: MC, Multiple Pairings, Noncon-Con, Teen, First This Is Not The Whedonverse Pt. 01 Chap. 03 The Astonishing X-Men With Special Guest Stars The Runaways By Muhabba And what brings you here today?” Emma took a moment to ask before unleashing a psychic wave. A small smile tugged at the corner of Nova’s mouth as she easily blocked Emma’s attack. “Now, now, Emma. No need for that. We’re all friends here,” she chided. A sudden memory flashed through Shaw’s mind before quickly disappearing; Emma Frost as a dancer at the Hellfire Club, large breasts swaying back and forth on her chest, pale nipples hard on her tits, tiny G-string pulled tight and disappearing between her sculpted ass-cheeks. As the memory faded his cock hardened. With a smirk Nova released her own psychic powers, freezing Emma in place and blocking her mutant abilities. “No more need for that, dear Emma,” she said before turning to the rest of the group. “Well, I think it’s obvious that something has been infecting the school as Warhead warned us.” “Was that me?” Warhead asked in her usual confused way. “I wasn’t sure.” “I’ll teach the bitch to attack the Hellfire Club,” Shaw snarled as he began unfastening his pants. “Oh, Shaw,” Nova said, slightly bemused. “Always so easy to influence.” She quickly took over the large man’s muscular body and sent him to stand next to Emma. “Apparently whatever is causing this needs very little in the way of opportunity in order to spread it’s infection.” “Sex,” Perfection said in a flat, monotone voice from beneath the grey cloak. “A powerful motivator, indeed,” Nova said in agreement. “Easy to access in any human, but for what ends?” “Creeping through the halls on kitten’s feet,” Warhead said in a creepy sing-song voice. Cassandra thought for a moment. “Agreed,” she said. “Warhead, Perfection, if you would please. You can check on the students to see how far this infection has spread. I will remain with Miss Frost to try and uncover the source and to see how badly it has affected our own plans.” Without saying a word Warhead and Perfection left the room and Nova turned her attention to Emma. “Now Emma dear, what has happened to make you fall so far so quickly.” Emma glared down at the short woman. “Release me and I’ll show you,” she said seductively as she licked her lips. “No, no. I don’t think so,” Cassandra responded. “I’ve left all that behind me a long time ago. Perhaps… Shaw? Sebastian, how do you feel?” “Horny enough to fuck the crack of dawn,” Shaw said as he stared lustfully at Emma’s tight ass. Cassandra smirked, “How quaint. And what would you do should I release you?” “Fuck this bitch into submission,” Shaw answered as he nodded his head towards Emma. “I’m sure the two of you could accomplish it,” Emma said to both of her captives. “Wouldn’t you like that Cassandra? When was the last time you felt that type of release?” “Hmmm,” Cassandra nodded. “Shaw seems to have eyes only for you, dear Emma. But you seem to be unconcerned as to the object of your attentions. Perhaps Shaw’s infection is only slight, compared to you, since he appears to be able to pick and choose his targets. Hmmm, perhaps… Shaw?” “Yessss,” Shaw hissed as he stared at Emma’s large tits. Cassandra closed her eyes and held a open palm up to Shaw. “Since Emma is so more far gone than you I’ll be entering your mind. Close your eyes and tell me what you see.” Shaw obediently close his eyes. “I see Emma on a stage at the Hellfire Club, dancing,” he grunted. “And there’s a audience around her, Shaw. Who’s in the audience?” Cassandra asked. “The X-Men’s leader, Cyclops, the fur ball Wolverine, some green haired woman, their little pet Shadowcat, and a bunch of kids. Their scientist McCoy and the dead one, Colossus, are coming in the door now,” he said as he continued to stare at Emma on stage. In the dream she grabbed a nearby chair and sat down, spreading her long legs. “And in the manager’s office, Shaw. Who’s in there?” A sheen of sweat broke out across Cassandra’s bald head as the psychic projection she had built in Shaw’s mind started to buckle suddenly. “The office is mine. I’m in the audience, watching the show,” Shaw said with authority as Emma began playing with her pussy in his mind. “No, no, Shaw,” Cassandra said, increasing the psychic pressure to maintain her projection in Shaw’s mind. “Someone has taken over your office. Who, Shaw? Who is in there.” “Leave me be, woman,” Shaw snapped as Shadowcat crawled up onto the stage and began nuzzling Emma’s wet cunt. “The office, Shaw,” Cassandra ordered. “Now.” Her body began to tremble with the effort of her telepathic command on top of her psychic projection. “Leave. Me. Be!” Shaw shouted as he tried to approach the stage. Cassandra’s command came out as a dry hiss, barely audible as sweat rolled from her brow, “Now.” Shaw struggled for a moment more, his pride as a man of honor tickling in the back of his mind. As much as his primal lust was boiling in his blood, he had given his word and pledge to the new Hellfire Club. “So be it,” he growled as he forced himself away from the stage. He struggled towards his office door, each footstep forward a slight victory. The urge to surrender and turn back around, to climb onto the stage and take the two women was nearly overpowering him but he refused to bow to his baser desires. With a trembling hand he reached out and grasped the handle to his office door and pushed, but the sturdy door refused to budge. “The door, Shaw,” Cassandra gasped. “Force the door.” Shaw knew that he was in a mere psychic projection inside his own mind but he still activated his mutant power as a matter of belief. He believed his power to turn kinetic energy into strength would allow him to force the door and with a mighty shove of his straining arms the door shattered against his strength. His eyes shot open in fear and awe as the color drained from his face. “The office, Shaw,” Cassandra hissed. “What’s in the office?” Shaw could barely speak through his dry mouth and numb tongue, “A mountain. A mountain the size of the sky. Filled with storm clouds. Clouds with wings and yellow eyes.” Suddenly the door he had shattered slammed shut in front of him. As Shaw’s imaginary door slammed shut Cassandra was flung back against the wall as invisible force slammed against her. She slid limply to the ground in a stunned daze, unable to move momentarily as she stared at her captives. “Your doing, I suppose, Miss Frost?” she said with a sly grin as she wiped away a trickle of blood from her nose. “I’m sure I have no idea what you’re talking about, Cassandra,” Emma said coyly. She returned her attentions to Shaw, trying to force her subdued powers back to seducing him. With the slight connection her attack had built she slowly began feeding him the sexiest, most depraved images that she could think of. “Mmm, so be it,” Cassandra mumbled as she struggled to regain her feet. “Since I obviously can’t leave the two of you alone, I suppose I’ll just have to take you with me,” she said as she walked over to the office door and forced Emma and Shaw to follow her. —– “Here,” Perfection whispered, pointing at a door. “Boys,” Warhead said as she looked out the window opposite the door. “So much to give what they’re distracted by.” Perfection held the door open as Warhead wandered inside. The room was filled with steam and the grunts and moans of sex could be heard coming from the shower room. Warhead wandered vaguely in the direction of the grunts and moans and poked her head into the shower room. Kitty was on her hands and knees on the wet shower room floor but she wasn’t holding herself up, she didn’t need to. On the floor underneath her one of her students had both of her firm tits in his hands as he thrust his hard cock deep inside of her tight pussy. In front of her another student held her head in his hands as he thrust his dick into her warm mouth and down her wet throat. And behind her a third student held her waist tightly as he buried his prick inside of her clutching ass. The boys had been struck dumb the instant Miss Pryde had entered the locker room and then their confusion had grown with every bit of clothing she had stripped off until, entirely nude, she had walked into the showers and started masturbating. All the boys had stood around her, watching hungerly, as she suddenly dropped to her knees and started sucking one of them off. She had quickly finished him off, swallowing his entire load before starting on the next stiff cock. It wasn’t until she started sucking the third prick that one of the students knelt down behind her and started fondling her tight body. He quickly shoved his dick into her tight pussy and began fucking her doggy style as she kept sucking the dick of the third student. As both boys came inside of their horny teacher the rest had begun taking turns with her, one boy having her on the floor, the next boy fucking her against the wall, and another just wrapping her toned legs around his waist and fucking her standing up. But then the dam of their patience had broke and they all rushed her, pulling and yanking at her sexy body, gripping and squeezing her silky flesh, rubbing their hard pricks on ever square inch of her skin and thrusting their hard poles into whatever hole they could get to. And Miss Pryde had groaned and moaned in lust and pleasure the entire time as she came again and again. Kitty would have loved to have spent the entire day fucking the whole boys’ gym class but the need to spread sex through all the school began to over ride her immediate lust. As one of her students popped his load inside of her greedy body she had taken a moment to catch her breath before directing one of the last boys to lay down flat on his back. She quickly straddled his hips and then slowly sank herself down onto his thick prick and leaned forward to let him suck at her tits. A small shoving match occurred between the last two boys until one of them managed to make his way behind her upthrust ass and began slowly filling her tightest hole. She gasped out in pleasure the instant he started to fill her, giving the last boy easy access to her open mouth. With all of her holes filled with young, eager cock she had begun rocking her body back and forth, fucking all three boys at once. Taking on three dicks at once had Kitty so excited that her orgasm quickly built inside of her. As each of the boys lost their rhythm they began just raggedly fucking into her body, knocking her back and forth and side to side. She knew that they were about to pop by the way their hard shafts throbbed inside of her and the way their hips slammed against her body. She wanted to cum with them, all four of them at the same time and began working her body to bring them back to a unified rhythm. She began rubbing her tongue against the salty length fucking her mouth, rolling her hips to grind her sizzling clit against the boy underneath her and clenching tight on the cock fucking into her ass. Finally, all at once, all three boys held Kitty’s body firmly, burying their hard pricks balls deep into her body, filling her with their thick cum as she felt her orgasm crest and begin to wash over her at the same time that she noticed a strange girl watching her cum with her students. Her fighting instincts took over instantly and she immediately phased her naked body out from between the boys, causing them to fall in a stunned, twitching, orgasming heap on the floor. “Who the flamin’ hell are you?” she demanded as she got to her feet and assumed a fighter’s stance. “Kittens prowling the hall while Kitten gets petted,” Warhead said in her little sing-song voice. “Right, sure. Makes perfect sense,” Kitty said sarcastically. She motioned for her students to gather behind her in order to block them from any possible harm but their sense of fear was gone as they stared hungerly at her ass. “How’d you get into the school?” she asked through clenched teeth. The strange girl pulled her head out from the doorway as she muttered, “Bored now,” and in a instant Kitty phased through the wall and gripped the back of the girl’s strange outfit and forced her to the wall. As she held the girl against the wall she noticed another intruder in a gray cloak watching her. “And who are you?” she growled. Perfection held up a white gloved hand. “I am no one. You do not see me. I am not here,” Perfection whispered. “Right,” Kitty agreed before turning back to the girl. “You going to answer me? Who are you and how did you get here,” she demanded, shivering slightly as the cool air caressed her wet, naked body. Warhead could feel Kitty shivering pressed up against her back. “Kitten shivers in the naked cold. Maybe some Hellfire to keep Kitten warm?” she sang. A strange warmth seemed to lick at Kitty’s body and her fighting instincts automatically forced her to react before she even knew what was happening. She slammed the strange intruder’s head into the wall, stunning her. “What was that?” she wondered as the warmth slowly left her naked body. She rolled the girl onto her back and used her mutant ability to phase the girl’s outfit off, leaving her nude. “Oh boys,” she called out and was immediately surrounded by horny teenage boys. “Today for class we will be studying ‘Interrogation Techniques’,” she said as she grinned down at the vulnerable, naked girl. Perfection watched the start of Warhead’s infection, still masked from being seen or heard by Kitty or the students. After deciding that enough information had been seen the mysterious figure exited the shower room and contacted Nova telepathically. “Nova, Warhead is lost to us. The infection spreads through sexual contact. And it appears as though the energy released during orgasm is then syphnened away,” Perfection thought towards Nova, gliding down the hall. “I’ve come to the same conclusion,” Cassandra responded telepathically. “Shaw is also lost to us to a lesser but growing extent.” “Perhaps with Shaw’s lesser infection we could trace the fount,” Perfection thought back. “I agree,” Nova said. “Continue observing the students. Perhaps cultivating multiple infectees we can find the source more quickly. Nothing can have the opportunity to halt our plans.” “Agreed,” Perfection answered. “I shall report any changes,” and with that the connection was broken and Perfection continued down the hall. —– “Say that again?” Wing asked dumbfounded. “Thank you. It was already very nice but you could have been more gentle,” the young psychic named Blindfold said. Wing had flown the halls as fast as he could after he had decided who he next wanted to fuck next. He had landed as quietly as he could at Blindfold’s door and tried to sneak in, wanting to finally, just for once, get the jump on his psychic schoolmate. He’d expected surprise or shock or something along those lines, not what he had found. What he had found was the young girl naked on her bed, her long, dark hair mussed around her head, covered in sweat and panting erotically as she was obviously coming down from a orgasm. “I don’t… what… what happened?” he stammered. Blindfold stretched out her nude body, arms above her head, pulling her small breasts high up on her chest. The sweat gleamed on her naked body as she used her fingers to comb out her mussed hair. “I understand, yes,” she said as she looked around, which always struck Wing as strange since she didn’t have eyes. “You snuck up on me as you did just now both times and took me. I came so many times before you did what you’ve been doing.” “I don’t… I didn’t…” Wing stammered as he stared bewildered at her naked body. “Wait. You had a vision of what I was going to do so you went ahead and did it before I got here?” “Yes. And you were very satisfactory,” Blindfold said as she somehow found her usual baggy clothes and began to get dressed. “We’ve already infected others that we need to infect before it’s over,” she said as she walked past Wing and into the hall. Wing stared in confused as Blindfold left him alone in her room. “But… but I didn’t get to do anything yet.” “And you were very satisfactory at it,” Blindfold said from the hall, leaving Wing alone with his throbbing, neglected erection. —– “So, how are we going to handle this?” Nico asked as she stood in the doorway to Xavin and Karolina’s room. The three naked teammates looked up at Nico from Karolina and Xavin’s now sticky bed. Karolina looked at Chase’s and Xavin’s spent cocks and then up at Nico. She was just as exhausted as Chase and Xavin but there was no way she was going to miss a chance to finally fuck her sexy Asian friend. “Well, Xavin and Chase are a bit tired right now,” she said as she stood up and sauntered over to Nico. “Not to mention myself but there’s now way I”m missing out on taking care of you.” She reached Nico and embraced her, molding her naked body to her friend’s. Nico and Karolina giggled at each other as they hugged, pressing their bodies together. “Be gentle with me?” Nico asked as she smiled coyly. “Not on your life,” Karolina whispered back before giving Nico a quick kiss on the lips. The next kiss was longer as Karolina ran her hands up and down Nico’s back. As she relaxed the Asian girl began running her hands down Karolina’s naked body to her firm ass. Karolina moaned in pleasure into Nico’s mouth as she slowly ran her tongue across the Goth girl’s lips. Nico smiled through the kiss as she moaned in pleasure into Karolina’s mouth. It felt like a wall had collapsed between them, allowing them to finally be close as they kissed and their hands explored each others’ bodies. So caught up in their passionate kiss Nico failed to notice Karolina’s skilled fingers undoing her top until it slid to the floor at her feet. She broke the kiss to look down at her suddenly naked chest. “Wow, you’re good,” she giggled at her friend. “You have no idea,” Karolina whispered as she began nuzzling Nico’s slender neck. “…yet.” Karolina shoved Chase and Xavin off of the bed and led Nico over to the mattress. She got down on her knees and quickly removed Nico’s boots and skirt, letting it flutter into a puddle around Nico’s feet. She looked up the length of Nico’s now naked body and grinned. “No underwear? You kinky girl…” There’s ah… There’s a story behind that,” Nico said sheepishly. “Don’t care,” Karolina said as she licked her lips. She slowly licked, kissed and nibbled her way up Nico’s body, causing the slender Asian girl to pant and moan as she slowly rose to her feet and stood nude in front of her. Karolina once again slowly molded her more voluptuous body around Nico’s more slender one, rubbing her heated flesh against her friend. She kissed Nico passionately, letting her tongue slide deeply into her friend’s mouth, enjoying the taste of her. Across the room Chase sat on the floor next to Xavin, both enthralled by the lesbian sex show. As Karolina laid Nico down on the bed and then laid down on top of her Chase heard Xavin moan next to him. He looked at the shape shifting alien and had to admit that he was actually a hot looking chick. Xavin moaned again and Chase licked his lips as he thought about maybe taking a shot at him… or rather her. He liked the way her long, mussed blonde hair looked against her brown skin, her brown eyes were definitely sexy and she had some serious Dick-Sucking-Lips. He looked over her impressive chest, easily C-cups, plus she could make them even bigger if she wanted. “Yeah, defiantly think I’ll give her a shot,” he thought as his eyes trailed down her sexy body to her slim waist and then her rock hard, seven inch cock. His eyes shot wide open in surprise. He’d forgotten Xavin had shape-shifted a cock for Karolina. “Um, never mind,” he muttered as his own prick softened and he went back to staring at Nico and Karolina. Nico spread her slender legs wide open to allow Karolina easier access to her wet pussy. Karolina laid her head between Nico’s spread thighs and kissed the top of Nico’s wet slit. Nico cooed as Karolina began giving her horny cunt quick kisses and licks and she began rolling her hips up to meet Karolina’s mouth. She gripped the sheets as Karolina licked her wet slit from her puckered asshole to her clit and moaned low in her throat as Karolina slid her talented tongue into her hot hole. Chase was torn between watching the hot lesbian action going on in front of him or the bizarre act of masturbation next to him. The act of Xavin squeezing and massaging her large tits with one hand while jacking her porn sized cock with her other hand definitely confused him and his head kept sweeping back and forth between both shows like he was watching a tennis match. Karolina used her talented tongue to bring Nico to the brink of orgasm and then pulled her head up from the steamy juncture of Nico’s thighs. She slowly licked her way from Nico’s wet hole up to her flat stomach and licked her belly button, causing the Asian girl to shiver. She continued up Niko’s torso to her chest and her small, firm tits and quickly began nursing on the hard, dark nubs of her nipples. Nico was writhing in pleasure beneath her as she slid one arm down between their young, sweaty bodies. She finished feasting on her friend’s small tits and raised her head up to peer into her friend’s beautiful face. “I… I don’t know what to…” Nico began before Karolina interrupted her. “You do nothing, Nico,” Karolina said as she smiled warmly down at her leader. “I’ll do all the work.” She bent down and lightly kissed Nico’s lips as her finger played at the entrance to her friends eager cunt. She ran her tongue past Nico’s lips and across her teeth as her finger slowly slit past Nico’s dewy labia. And as her tongue slid past Nico’s teeth she explored the inside of her mouth as her finger slid into Nico’s tight hole and began sliding against her tight, hot insides and her magical G-spot. “Ohhh!” Nico moaned into Karolina’s mouth as she came, her hand pulling at the bed sheets as she thrust her hips up to meet Karolina’s talented finger and her juices covered her friend’s hand. Chase’s hand slowly made it’s way over to one of Xavin’s large, brown tits as he watched Nico orgasm and the door to the bedroom suddenly opened. “Guys, there may be trouble…” Victor said as he stood in the doorway with Klara and Molly behind him, “…right in here,” he finished as he slammed the door shut again. “Ewww…” Molly squealed as she stuck out her tongue. “Oh Hell…” Victor muttered as he used his electro magnetic powers to fuse the door lock shut. He knew that it would only last a couple of seconds but it was a couple of seconds he could use. Searching for the group after lunch Victor’s first clue that something was wrong had been finding Molly and Klara outside the main elevator to the labs waiting for the door. The girls had said that they’d been waiting forever for the elevator to open and so he used his robotic body to interface with the key pad and found out that the elevator had been locked down manually. He took the girls to look for Miss Pryde for Molly’s training session ane when he found her he had been stunned. The schools computer had told him that she was in the boy’s locker room but instead of finding her in the locker room office he found her in the shower fucking a dozen boys. He’d quickly taken the girls and rushed to Ms. Frost’s classroom and found her fucking her entire class as well. The girls had gotten lost on the way to the classroom but Victor, being a robot, was immune to the White Queen’s telepathic powers and didn’t even realize that Ms. Frost’s powers were affecting the girls. He had gathered the girls up and ran straight for the Runaway’s dorm room, finding the impromptu orgy. It wasn’t hard for Victor to figure out something was wrong with the whole school, possibly connected to whatever phenomenon he’d caused mutants to lose their powers, so the safest bet was to leave and find help. With Chase infected he’d have to pilot the Leapfrog himself, which wasn’t hard, but getting to it now might be tricky. “Victor, what were they doing in there?” Klara asked with worried eyes. “I couldn’t see from behind you.” “Blaugh!” Molly said, holding her stomach and pretending to gag. “Kissing and special hugs.” “O.k., sure. We’ll go with that,” Victor said, not really knowing how to answer Klara’s question. “We’ve got to make it to the Leapfrog,” he urgently told the girls. “We gotta go for help.” “Help for what?” Klara asked. “Everybody’s acting strange,” Molly said, placing her fists on her hips and assuming the classic superhero pose. “Princess Powerful and her sidekicks have to save the day.” “Nooo…” Victor said as the door shuddered behind him. “Princess Powerful and her sidekicks need to runaway and find some Avengers. Run for the Leapfrog!” he shouted as the door behind him shattered with the force of an explosion. He quickly turned around and saw Nico, Karolina, Chase and Xavin stepping through the rubble, all naked and judging by Chase and Xavin’s erections, all horny. Nico smiled sweetly at Victor. “Victor, can I talk to you for a sec?” “Girls! Run!” Victor shouted behind him as his electromagnetic powers flared around him, levitating him two feet off of the ground. Molly’s powers flared around her as she lifted the closest object around, the couch, and threw it through the window. “Come on,” she said as she grabbed Klara and leapt through the whole in the wall. Victor aimed a electromagnetic flare at the Leapfrog, thankful that Chase had moved it closer, and reprogrammed the locks to only respond to Molly or Klara. As his four friends approached him he prepared to fight them to give Molly and Klara time to get to safety, he didn’t expect to join them. “You realize that I’m a robot, right? Whatever’s affecting you won’t affect me.” “Oh, Victor,” Nico said as she used her fingernail to place a small cut on her arm, just enough for a small drop of blood to well up. “When Blood Is Shed, The Staff Of One Will Appear!” she spoke as magical energies flared to life around her and a purple staff appeared out of her chest. “I hate magic,” Victor muttered as he and Nico attacked each other. —– Jean and Emma had quickly stripped themselves naked and Scott had enjoyed the show. Jean had pale skin the color of cream and a curvy figure covered in plump flesh. Her large tits swayed and jiggled with every movement and were topped with bright pink nipples. Her ass was toned and tight but still covered in plump, jiggling skin. And while Jean’s skin was the color of cream Emma’s was the color of snow, her figure toned and tight, her large tits barely moving they were so firm. Her nipples were pale and hard and her ass was high and tight. Scott’s two wives embarrassed each other, rubbing and writhing as they kissed deeply and their hands flowed over each others’ sexy bodies. He unconsciously moaned and caught Jean and Emma’s attention. “Tut, tut, tut you lazy boy,” Jean said as she stood away from Emma, showing off her naked, plump body to Scott. “No rest for the wicked,” Emma said as she stood next to Jean, showing off her tight, nude body to Scott. Both women held hands as they sauntered over to Scott, swaying their hips back and forth, causing their large tits to swing opposite their wide hips. It only took a few moments to strip their husband naked and then throw him back into his chair, his cock all ready rock hard. Both women sat on either side of him, Emma grasping his shaft and Jean grasping his balls as Emma began jerking him off. Scott stroked each womans’ hair, slightly nudging their sexy faces closer to his rigid prick. Both girls smirked at each other and switched, Emma now massaging his balls while Jean gave the hand-job. Scott groaned in satisfaction while he thought about each woman’s different techniques. Emma had a lighter grip but she jerked him faster, twisting her wrist to work the sensitive tip of his shaft. Jean had a firmer grip twisting her wrist slowly up the shaft until she reached his tip and then working her way back down. For a moment he wondered whose technique was better but then decided, “Who cares,” as his naked, sexy wives continued switching back and forth jacking his tool. “Very good, Miss Frost,” Nova said as she watched Scott’s forced fantasy. “You’ve given him no reason to fight your projected dream. He has both you and Ms. Grey. He’s on a honeymoon meaning he thinks he can relax or choose at anytime to return to the X-Men. I’m very proud of this work,” she said as she pulled her mental focus back to Emma and Shaw. “And with every orgasm he feeds the infection, leaving you free due to your psychic rapport you share. Very, very clever.” “I’m glad you approve, Cassandra,” Emma sneered. “Care to feel how well it works?” “No, no. I don’t think so Miss Frost,” Nova said as she waved her hand dismissively. “But it does prove my theory to me.” “And what theory is that?” Emma asked as she concentrated on Shaw, trying to pump his mind with every lewd, sexual thought she could. Nova paced back and forth in front of her captives. “The infection struck either earlier this morning or late last night and only partially infected you. The infection is passed through either psychic projection or any sort of sexual contact, infection physically or psychically, meaning it’s a metaphysical infection. You, still in command of your own will, purposefully infected your dear Scott so that the infection could feed off of his sexual release instead of yours through the rapport you share. This left you free to investigate, which I will assume is when you became fully infected.” Nova stopped and looked up at Emma’s face, smiling wolfishly. “How am I doing so far?” “So very good.” Emma said coyly. “Let me give you a reward.” “I don’t think so Miss Frost,” Nova responded. “Instead of confronting the infection directly, as you must have done, Perfection and I will cultivate multiple contacts to locate the source of the infection and burn it out. Nothing must interfere in my plans.” Nova walked in front of Shaw and lightly peered into his mind. She saw the psychic projection of the Hellfire Club and Shaw raping his way through the entire roster of X-Women past and present. “Between your infection of Summers and Shaw, and Warhead’s infection we have three contacts all ready,” she said as she peered over at Emma as she continued trying to influence Shaw. “I know what you’re doing, Miss Frost.” Emma leered evilly at Nova. “It’s ‘Ms.’,” Nova glared at Emma, tempted to teach Frost a lesson but decided that the risk of infection was to great. There was no doubt in her mind that she could easily kill Frost but she couldn’t risk becoming infected. “Let us check on Ms. Frost’s other victim,” she said as she left Summers in his bed. The three mutants arrived at the door to Wolverine’s room and peered inside. Nova nearly laughed out at what she saw, a small Asian girl riding a naked and subdued Wolverine. “Emma you are a genius,” she nearly cackled. “Please, tell me how you pulled this one off.” Emma spoke as she continued trying to feed Shaw every rape scenario she could dream up. Nova may have shut down her mutant powers but she was still connected to Shaw through the alien infection. “Hisako has a crush on Logan and Logan still has unrequited feelings for Jean Grey. I sent Hisako, under a telepathic illusion of Jean Grey, to Logan’s room and Logan followed the illusion. Hisako, already infected, infects Logan while delivering a psychic command for him to sleep and dream, similar to Scott. Hisako continues having sex with him with all the enthusiasm a young girl can muster, continuously infecting and reinfecting him to the point that his healing factor can’t shake off the infection physically or mentally.” “I am absolutely amazed by you, Emma,” Nova said as she clapped her hands and laughed wickedly. “An now we have a fourth contact.” —– Hisako paid no attention to the three people standing in the doorway as she ass-fucked herself on Professor Logan’s still hard cock. She was leaning back in a reverse cowgirl, her hands on his chest to support her, her legs spread wide open, giving the people in the doorway a clear view of her wet pussy and stretched ass as it slowly swallowed her teacher’s cock. Sweat rolled and dripped off of her body as she slowly took the thick length into her horny, weary body. She just couldn’t get enough of sex with her professor. As far as she was concerned her body was made to fuck him. The group in the doorway left as Hisako managed to get most of Professor Logan’s cock to fit in her tight ass. She wiped the rolling sweat from her forehead with the back of her hand as she braced herself for what came next. It had taken her ten minutes to find something to use as a lubricant, ten minutes without his precious dick inside of her before she had found a tub of Vaseline. She had worked her teacher’s shaft with her small hand until it gleamed with the Vaseline and then used her own slick fingers to pump and stretch her tiny asshole until she was sure she could take the whole length of him. Hisako screwed her eyes shut in concentration and took a deep breath, pushing her small chest out as she quickly forced her tight ass down, taking Professor Logan’s last few inches. Her eyes shot open as she tried to scream, her mouth wide open and gaping in shock as a string of drool escaped from the corner of her mouth. Her entire body froze and she could feel the Professor’s cum suddenly filling her ass as she came with him. The most intense feeling she had ever experienced crashed through her as she was cumming and it was like nothing she had ever felt before, like nothing she could even describe. “Oh Professor,” she squealed as her muscles sagged and her vision clouded. She collapsed back on top of her teacher’s muscular body, his cock still buried inside of her as she passed out. “Fuck yes,” Logan growled as he came, filling Mystique’s tight, blue ass with his thick, hot cum. Emma was beneath him, between his legs, licking his balls as Mystique came at the same time, her ass stuck high in the air as she screamed in unwanted pleasure on her hands and knees. He held her tiny waist tight, not wanting her to escape as he finished fucking her muscular ass. As the villain’s orgasm subsided she collapsed forward onto the warm concrete, his cock pulling out as he let go of her ass with a pop and his cum drooling out of her asshole. He moaned in contentment as Emma’s talented tongue worked around his still hard shaft, cleaning him and leaving his cock gleaming with her saliva in the sunlight. Logan turned his head to look over his should at the sounds of high pitched moans as Emma started to suck the tip of his prick. “And just what do you two think you’re doin’?” he asked Kitty and Jubilee. Both girls were now completely naked, their tan bodies gleaming and covered in suntan lotion. He placed his hands behind Emma’s head to hold her steady as he began rocking his hips, fucking her sexy face. “It’s her fault,” Jubilee whined as she slapped one of Kitty’s firm tits. “She started it.” “O.k., that’s it,” Kitty said as she stood up and grabbed Jubilee under one of her arms. “Detention!” She pulled Jubilee behind her as she walked over to Logan’s chair. She sat down and dragged the younger girl onto her lap, leaving the Asian’s ass pointing up high in the air. “Heeeyyy…” Jubilee whined. “Logan, help. She’s being mean to me.” “Buck up, kid,” Logan said as he watched the naked girls while he continued slowly fucking Emma’s face. “Just take your punishment.” “You heard the man,” Kitty said as she raised her hand high, grinning as she quickly brought her palm down on Jubilee’s plump ass. Slap! “Ow!” Jubilee shouted as she was spanked. Slap! “Ow!” Jubilee shouted again as she felt the stinging sensation left by Kitty’s hand. Slap! The stinging sensation seemed to crawl across her skin as she squirmed around on Kitty’s naked lap. Slap! The stinging grew worse and a warmth seemed to grow across her vulnerable cheeks. Slap! “Ow! Stoppit!” she whined as the stinging warmth covered her entire ass. Slap! “Nooo!” she moaned as the stinging warmth crept lower to her pink pussy. Slap! “Sta… stop it… it,” she hiccuped as her pussy got warmer and warmer. Logan grinned at Kitty and Jubilee’s show while Emma wrapped her large, firm tits around his hard prick and began giving him a titty ride. As Kitty continued spanking Jubilee’s upthrust ass she began massaging the warm, reddened flesh between slaps, working her hand down to the Asian girl’s tender, moist pussy. She delicately slid her fingertips across Jubilee’s sensitive folds, teasing her, driving her wild. “Are you sorry? Did you learn you lesson?” she asked. “I’m sorry! Yes! I promise!,” Jubilee pleaded. “What are you two agruin’ about anyways?” Logan asked Kitty and Jubilee as he gripped Emma’s large tits and used them to fuck his cock. “Who gets to fuck you next,” Kitty answered matter of factly. “I said I get to go first because I’ve known you longer. She says she gets to go next since she was your last ‘sidekick’.” Emma sneered at Kitty before looking up at Logan. “Don’t you think the poor girl has suffered enough, Logan?” “Emma’s got a point, Kitten,” Logan said, giving Emma’s firm tits a farewell squeeze before releasing them and turning towards the bickering girls. “You’re older, you should learn to share better.” Kitty pushed Jubilee off of her lap but yanked the younger girl’s torso up just to just below hers. Now Jubilee’s face was between Kitty’s tits and the Asian girl’s ass with upthrust between Kitty’s legs. “If you say so, Logan,” Kitty said as she rolled her eyes. Logan knelt behind Jubilee and ran his rough hands across the reddened, sensitive flesh of her ass. He ran his hands up underneath of her tight, little body and cupped her firms tits as he leaned forward and Kitty met him, their mouths and tongues rubbing against each other as they kissed deeply. Kitty’s tits squashed against Jubilee’s face as Logan’s cock-head rubbed against the swollen entrance to Jubilee’s wet hole. Kitty moaned in pleasure and broke the kiss as Jubilee began to lick and suck on her tits and Logan began to push his cock forward. He shoved his cock in slowly, letting the Asian girl get used to his girth as she moaned in pleasure around her face full of tit. Jubilee’s tight pussy spread slowly for him as she began to lick and suck her way down Kitty’s chest to her flat stomach. Logan smiled as he bottomed out in Jubilee’s tight, wet cunt and the former mallrat kissed her way in between Kitty’s toned, spread legs. “I’m glad to see you two girls gettin’ along finally,” Logan said as he slowly began fucking Jubilee. He barely pulled out an inch before sliding back into her juicy hole, wanting to fuck her as deep as he could. He took it slowly, wanting to build up Jubilee’s pleasure and to take the time to enjoy the feel of the you mutant wrapped around his cock. And with the way Kitty was writhing and moaning in front of him, her small tits rising and falling on her chest as she panted in pleasure, he could tell that Jubilee was showing her appreciation between Kitty’s legs. “We shoulda fucked her years ago, Logan” Kitty giggled as she rolled and thrust her hips up, humping Jubilee’s face. “Mumph uoo,” Jubilee mumbled around Kitty’s wet pussy. Logan just chuckled and circled Jubilee’s asshole with his thumb. —– “You’re not going to break me, Shaw,” Nova said as Shaw tried to use his mutant powers to free himself from her control. “Having problems, Cassandra?” Emma asked as she smirked, her arms crossed beneath her large, wobbling tits. While Nova was investigating a classroom Emma had been able to gather enough will power to shed her telepathic illusion of clothes, leaving her naked except for her thigh high boots and she’d quickly ripped those apart so that she would be as naked as a new born to further aggravate Shaw. And since Nova had blocked her use of her powers, Nova couldn’t force her to cast another telepathic illusion of clothing without risking infection. “I’ll fuck you raw!” Shaw had screamed the instant her clothes were off and tried to lunge at her causing Nova to spend the next five minutes restoring control. Nova wiped the sweat from her brow as she glared up at Emma. “You may actually become more trouble than you’re worth, Ms. Frost,” she said. It was getting increasingly more difficult to keep both of them under her control. His need for sex was becoming nearly primal and without higher brain function she could use to control him she may have to put him down. “Hmmm… I’d hate to lose a useful tool though,” she thought to herself. “Emma, take us to the labs, if you will,” she ordered. “Why, of course, Cassandra,” Emma said sweetly, already knowing what Nova would find there. “Right this way.” Emma led the way with Nova behind her to try and block Shaw’s view of Emma’s shapely, naked ass. After heading down a half dozen corridors Emma stopped in front of a double set of steel doors. “Ta dah,” she chirped, presenting the doorway with her hands and bowing at the waist, presenting her ass to Shaw. She smirked as he growled and drooled while trying to break free to get to her. “You are getting very tedious Ms. Frost,” Nova said as she opened the door to the lab. Inside she saw Beast and Colossus standing in the middle of the floor with Agent Brand sandwiched between them. They held her up easily as Beast fucked her pussy and Colossus fucked her ass, a look of sheer bliss splashed across their faces. Nova pinched the bridge of her nose between her fingertips and muttered, “Bugger all.” Emma smirked. “I take it this was not what you were wanting to find?” she said knowingly. “No, but perhaps I should have expected it,” Nova sighed. “Perhaps you were looking for a stasis chamber or a power dampener? Some way to help you control Shaw and I,” Emma said dismissively. “You know I was, Frost,” Nova said as she looked up at the White Queen. “You know, I could make you tell me.” “Of course,” Emma said, keeping her dismissive tone of voice. “But could you do so without Shaw or I slipping your control? You are far more powerful than I, Nova. But even you are not powerful enough to hold back Shaw, myself and the entity holding the school.” Nova looked from Emma to the lab and then back to Emma. “You just went me to let you join those in the lab,” she said, recognizing Emma’s play. “You can even scramble the lock once I’m in,” Emma said, finally shifting her gaze to the 3-way in the lab. “I’ve been wanting to ride the Russian since he returned from the dead.” Nova sighed in defeat. She released Frost from her telepathic control and let her into the lab. Emma looked over her shoulder at her and waved, smiling and shaking her ass as Nova closed the door, scrambling the code. “Nooo!” Shaw screamed in agony as the door closed behind Emma’s tight ass. He looked around the hall dejected until his eyes fell upon Nova. “I guess you’ll have to do,” he said as he shrugged his shoulders. Nova chuckled, “Heh. Don’t flatter yourself, Shaw. As I’ve said, I left those urges behind long ago.” She sighed as she went over her options in her head. “Leashing you has become tedious,” she continued as she peered into Shaw’s eyes and into his mind. All she saw was lust. “You will locate Teenage Negasonic Warhead. You will stay with her until I call to you both. Do you understand, Shaw,” she said as she finished installing her spoken words as a telepathic command. Shaw quickly nodded his head, as eager as a boy promised candy. “Good. Away with you then,” Nova said, releasing her telepathic hold. She smirked as Shaw straightened his clothes as much as he could before running down the hall like a schoolboy, leaving her to continue her search. —– In the Boys Locker Room three boys held the helpless, naked intruder up on her feet. One of the boys, a low level telepath, blocked Warhead’s access to her powers as he stood behind her, rubbing his erect dick against her gray, plump ass. Kitty looked around the girl at the boy behind her, holding her arms back as he also held back her powers. “Remind me to talk to Ms. Frost about teaching you to do that,” she told the boy whose name she never bothered to learn before fucking him. She turned back to the strange girl and noticed the way the boys had her arms restrained pushed her firm tits out. Kitty raised her hands up and caressed the girl’s tits with her fingertips and licked her lips. She figured the girl was a B or C-cup, bigger than her anyway but most women were, and then teased her dark nipples to full hardness. The girl began panting and moaning as she groggily regained her senses. Kitty lightly caressed beneath her captive’s firm tits. “What’s your name?” she asked as she ran her fingertips back up and circled the girl’s black areolas. Warhead smiled blankly at Kitty. “A Kitten asks of roses sweet,” she said as she began humming tunelessly. “Right. Figured that,” Kitty said as she pinched and twisted the girl’s hard nipples, making the girl moan in pain or pleasure, she didn’t care which. She pulled up on the gray girl’s captive tits, pulling them up and then releasing them, causing them to jiggle on the girl’s chest. She smirked at the three boys when she noticed that they were humping themselves against the strange girl’s ass and thighs. Kitty ran her fingertips down the girl’s torso to just above the girl’s pussy. She didn’t know if it was the steamy air or arousal but the girl’s bald cunt was wet and glistening. She teased around her captive’s puffy pussy lips, making the girl moan in unwanted pleasure. She slowly parted the young mutant’s dewy labia, sawing her fingers between her lips and causing the girl to gasp. Kitty smirked evilly as she sawed her fingers up and down as the girl groaned in lust and began humping up against Kitty’s knowledgeable fingers. As the girl got hornier and hornier Kitty began teasing the girl’s dripping hole and hard clit. “How’d you get in here?” Kitty asked as her hands worked firmer and faster between the girl’s spread legs. Warhead smiled maniacally as she lustfully humped her captors hand. “Kitten’s worried about a broken mirror,” she sang. “Kitten’s lost her claws.” Suddenly Kitty shoved two fingers deep into the girl’s cunt as she used the fingers on her other hand to squeeze the girl’s hard clit. “What does that even mean?” she muttered in frustration as the girl screamed out in a confusion of pleasure and pain. Kitty took a step back and looked at the goup of boys all staring at her and the other girl’s naked bodies. She smirked as she took a step back towards the girl and cupped the girl’s head, thrusting her tongue into the girl’s mouth and rubbing her body against her captive’s. She broke the kiss and stepped back again. “O.k. Boys. She’s all yours until she breaks!” she shouted out in glee. In a flash a dozen naked boys rushed the naked girl, bringing her down like a pack of hungry lions. Kitty made her way into the office looking for anything she could use as a paddle so she could spank the girl into submission. She went to the desk and found nothing before looking on the shelves. As she searched she found a batch of old pictures and stopped a moment. It was a old picture from back when she had first joined the team. She smiled warmly as she looked at herself in the picture making goo-goo eyes at Peter. She replaced the picture and returned to searching when she was suddenly shocked to her senses. Against the far wall was a full length mirror and her reflection stunned her. Completely naked, covered in dried cum. “What the fuck?” Kitty muttered as she walked towards the mirror. She looked like… like… like a well fucked whore. She turned and looked at the boys, every once in a while catching a glimpse of the girl except… since when did the girl have blonde hair, no… wait, she was bald? No she… she… Kitty shook her head as a wave of dizziness washed over her. The girl had returned to normal but Kitty could not get the vision of Emma Frost and Cassandra Nova out of her head. “What are you up to you frozen bitch?” Kitty muttered as she looked at her reflection. Suddenly her mind flashed to this morning and then to last night. She couldn’t remember everything and what she could remember involved Lockheed somehow. Actually she hadn’t seen him since this morning. “Where are you, dragon?” she whispered as she opened her rapport with her friend. A primal sense of cold dread instantly hit her, knocking her to the ground. She instinctually shut down the rapport as she shivered naked on the floor. “Need help,” she thought. “Need Logan. Need Scott.” She left the office and crept by the gang-bang, a throbbing need echoing in her loins to join in coursing through her. She quickly dressed in the only clothes she had, her tight T-shirt and shorts, and ran to Logan’s room first. —– “Yeah. O.k. Sure. So this is happening,” Kitty said as she peered through the doorway to Logan’s room. Logan was on his bed, unconscious, naked, and being ridden by the young mutant Hisako. Kitty was stuck staring at Logan’s thick cock as it spread and stretched the young girl’s pussy. Hisako’s head was thrown back in pleasure as she rode him, her back arched and small tits thrust out from her chest. “Finally. Someone with smaller breasts than me,” she thought as she licked her lips hungerly. Kitty shook the sexual thought from her head. “No, no, no…” she whispered, steeling her resolve. “O.k. Whatever’s happening is affecting Hisako and apparently Logan. I need to find Scott,” she thought as she continued staring at Hisako fucking a unconscious Wolverine. “I can’t just leave her here, can I?” she wondered. She knew the answer was “No” but she found herself wondering what Hisako looked like in the throws of a orgasm. Kitty took a deep breath to ready herself and walked into Logan’s room. “Hisako? Sweetie? What do you think you’re doing?” she asked. Despite everything going on, the smart thing was to leave Hisako and Logan and go find Scott for help, but for some reason she felt compelled to reach out to the couple on the bed. Hisako looked at Kitty without breaking her stride. Her eyes were hazy and glossed over as she spoke, “Miss Pryde. It’s so good to see you. Look, Professor Logan loves me,” she said as she rolled her hips back and forth. “That’s not love, sweetie. That’s a erection,” Kitty said as she reached for Hisako. “And usually it’s guys that get those two things confused.” She reached for Hisako, soothingly running her hands up and down the girl’s arms. “You need to come with me, darlin’” she said, looking for Hisako’s clothes. “But… but Professor Logan…” Hisako said as she stopped her movements and just sat there, Professor Logan’s cock inside her wet pussy, and talked to Miss Pryde like it was the most natural thing in the world. “He’ll be fine, Hisako,” Kitty said, amazed by how obedient Hisako was being. “We’ll come back for him in a bit.” “If… if you’re sure, Miss Pryde,” Hisako said as she climbed off Professor Logan, her tight cunt making wet, sucking sounds as she slid off the unconscious man’s cock. “I’m sure, sweetie. Now put this on,” Kitty said, throwing Hisako one of Logan’s button up shirts after failing to find the young girl’s clothes. “As you say, Miss Pryde,” Hisako said as she put on the shirt and began buttoning it up. It was far to big for her, trailing down to her slender thighs and requiring her to roll the sleeves up. “Where are we going?” she asked. Kitty didn’t respond. She was to busy staring at Logan’s up-thrust cock, gleaming with Hisako’s juices in the dark room. “After all these years, what could it hurt?” she muttered to herself. —– The gray cloaked figure of Perfection appeared to glide down the hall of the staff’s quarters. It approached Emma’s quarters and entered, not at all surprised by what was inside, Scott Summers laying unconscious on the bed, a erection tenting his pants. Perfection concentrated for a moment as the silent intruder made contact with Nova. “I’ve found Summers. He is as you guessed. He should supply a significant conduit to whatever is attacking the school,” Perfection thought to Nova. “He does at that,” Nova replied telepathically. “I will begin a direct investigation and share my findings.” “Understood,” Perfection replied. “I shall finish here and join you.” “Agreed,” Nova projected before cutting off their telepathic link. Perfection stood for a moment, apparently staring at Scott from beneath it’s hood before leaving the X-Men’s leader to his dream. “Who was that?” Scott asked as Jean deep throated his cock. She made a long swallowing motion with him buried in her throat, massaging his prick before raising back up and bobbing her head as she sucked hard on his throbbing tool. “I didn’t hear anything,” Emma said as she released one of Scott’s cum filled orbs from her mouth and raised her head up from his spread thighs. Emma ducked her head back down and went back to work. She used her long, warm tongue to lap at Scott’s heavy sack, moaning at the taste of him in her mouth. She lovingly covered his sack in her saliva, coating him completely before sucking one of his tender balls into her mouth, lashing it with her tongue and then switching to the other salty orb. Above her Jean took another long swallow of his cock, devouring him whole before releasing him. The sexy red head jacked his cock slowly but firmly at his base while her pink lips stretched tightly around his girth again and she massaged the length of him in her mouth with her wet tongue. “Could have sworn I heard someone,” Scott muttered as he looked around for the source of the voice he had thought he heard. Not seeing anyone he began to wonder why he cared. He was blissfully married to two beautiful, sexy women who were sharing in giving him the best blow-job of his life, why would he care about anything else right now? “Hey guys. Sorry I’m late,” a voice rang out from the house. “Oh, it’s Rachel,” Scott said as he smiled. Scott and Jean’s possible daughter from a alternate time line came out to the back deck through the sliding glass door. She looked almost exactly like Jean with a more slender build, smaller breasts and hips, with shoulder length hair the same color as her mother’s. Due to time travel she was only about 5 years younger than her parents and still in school at the Xavier Institute. She was dressed in a red flannel shirt and tight jeans with boots and unslung her backpack onto the table. “Still enjoying the honeymoon I see,” she said with a unembarrassed giggle. As a telepath like her mother she was used to accidentality viewing other peoples’ fantasies and so had no inhibitions watching her parents fuck in front of her. As well as other things. “We thought you’d miss it,” Scott said as Rachel walked towards him. “Nope, got my Finals done early,” Rachel said as she bent down and kissed her father. She moaned as his tongue slid past her lips and explored her mouth and one of his strong hands squeezed one of her plump tits and his other hand explored her tight backside. Emma gave Scott’s balls a last lick before popping her head up from between his spread legs. “And how did your exams go, sweetie?” Emma asked as she stood up. Rachel broke the kiss with her father as he playfully pinched one of her now hard nipples. “Pretty good. I think Professor McCoy really liked my thesis paper,” she said as she approached her new step-mother. Emma embraced her warmly and kissed her deeply, rubbing her large chest against her as her hands wandered down to cup her ass. Rachel did the same, squeezing Emma’s tight ass and ran her fingers low between her cheeks. “I think her biological mother would like to say ‘hi,’, too,” Jean said as she let Scott’s member slide from her mouth. “Of course, dear. How rude of me,” Emma said as Jean took her place and she got down on her knees between Scott’s spit wet cock. “Just tell me if I’m blocking your view, dear,” she smirked at Scott as he locked eyes on Jean and Rachel and she swallowed his cock. He placed his hand on Emma’s head as he relaxed and watched Jean and Rachel begin to kiss each other deeper and passionately. Rachel molded her body to Jean’s; chest to chest, groin to groin, as they kissed. Their hands flowed over each others’ bodies like water as they began moaning in lust and desire. Jean reached up and began unbuttoning Rachel’s shirt as she broke the kiss and began licking and nibbling down her daughter’s graceful neck. Rachel untucked her shirt from her tight jeans and shrugged it from her shoulders, baring her firm tits to her mother. Jean squeezed Rachel’s firm breasts, causing the young woman to coo as Jean licked the tips of her hard nipples. Jean sucked one of her daughter’s hard nubs into her mouth and began sucking it enthusiastically as she lashed it with her tongue. Rachel moaned in pleasure and began unfastening her jeans, working them down her hips. “Let’s stop right there, shall we?” Emma said as she released Scott’s cock from her mouth and pulled her head from his hands. “Emma?” Scott said, wondering what his wife had in mind. Emma smirked mischievously as she stared at Rachel, her jeans halfway down her thighs, still wearing her boots and panting in lust as her mother sucked at her tits. “I just think both parents should welcome their daughter.” —– “Hmmm. In hindsight it’s perfectly obvious,” Nova said as she stood in front of the doors to the Danger Room. “Perhaps a perception filter to keep people from realizing…” she wondered. She waved her hand over the keypad that opened the doors, attempting to find psychic residue that would help her to open the door. Without Shaw’s strength to force the door or Teenage Negasonic Warhead’s ability to warp reality around the door she had no other means except this longshot. Suddenly a psychic projection appeared in her mind. Emma Frost (“Of course,” she thought) entering a override code. Nova quickly entered the number and stepped inside. The mental and physical assault lasted only a moment before Nova waved a hand through the air, dispursing the illusions and halting the telepathic assault. “I’ve seen galaxies fall to dust. Your petty pictures mean nothing to me,” she said to the reposed figure of Lockheed across the room from her. The doors behind her closed as the room returned to normal with a raised dais for the alien dragon to recline on. “Who are you?” she asked, keeping her temper in check. Perhaps if she played her cards right she could win herself a new ally. “Lockheed,” the alien hissed in Nova’s mind. “No. Lockheed is the entity you inhabit,” Nova responded verbally, preferring to use her telepathic powers to gauge the alien for weakness. “What do you want here?” “Power,” Lockheed said as his eyes flashed. “Yes, well, that was obvious,” Nova muttered to herself. “Where are you from?” “Home,” Lockheed said longingly. “And where exactly is home?” Nova asked, feeling as if she were on the edge of a breakthrough of some kind. She released telepathic tendrils from her mind, only allowing the lightest touches of the power flowing around her and into Lockheed. Almost immediately she began receiving flashes and momentary glimpses. “No more mutants,” she whispered in a mix of fear and astonishment. —– “Interesting,” Perfection said as the cloaked figure stood in the doorway watching the small orgy as it kept itself telepathically hidden. Emma was on her knees with Peter gripping her hips and fucking her from behind as Agent Brand was on her knees with Hank gripping her hips and fucking her from behind. The two women knelt chest to chest, their breasts mashed together as they kissed roughly, the hands between each others’ finely toned legs. Perfection walked over to Agent Brand and peered into her short term memory. Agent Brand had been informed by one of her staff that some sort of emergency was occurring at the Xavier School and so she had immediately taken a pod down from the orbiting space station called The Peak. Arriving at the school Brand had been immediately infected by Emma. Emma had then sent her to infect others and Brand had immediately decided on her current lover, Hank McCoy. On her way to McCoy’s lab she had infected Colossus, attacking him in the elevator and fucking his unconscious body. In Perfection’s mind’s eye Brand and Colossus exited the elevator, his new lust waking him from his unconscious state, and greeting the unsuspecting Beast in his lab. As Beast and Brand embraced, Colossus had quickly activated his organic steel skin and pinned Beast’s arms behind his back. Brand had pulled her knife from her uniform and used it to cut off Beast’s lab coat and uniform, leaving him completely naked as he struggled in his friend’s grasp. She had growled mockingly as she got down on her knees and sent her hands into the thatch of long, blue pubic hair and quickly found the penis sheath between his legs. She licked her lips as she used her hands to stimulate his furry sheath and draw out his hardening cock out from the depths of his fur. She took a moment to be thankful that his cock was closer to a human’s than a cat’s, otherwise she’d have to worry about the barbs. Agent Brand had then opened her mouth wide and nearly inhaled Beast’s cock whole as Perfection watched her memory. If asked Perfection would have to be forced to admit to admiring Brand’s technique as she roughly sucked Beast’s red cock. It wasn’t easy to turn what some people considered a submissive role into such a dominant role but Brand managed it. She kept him on the verge of orgasm as his pleas of release turned to begging to be allowed to cum. She used her hands and mouth equally, massaging, sucking, tugging, and licking all over the shaft and in next to no time had her captive rocking his hips, attempting to fuck her talented mouth. She had swallowed every drop as she finally allowed him to cum and his first act after being infected was to rip her uniform off and fuck her like a wild animal. And even then she just squealed for joy as she wrapped her legs around his waist. Perfection turned it’s attention, intriged as to why attempting to locate Nova and search for the source of infection led here. In Emma’s mind’s Perfection saw Nova leave Frost to her own devices while she continued her search. Frost immediately went for Colossus, using her powers to make the other two rutting infectees forget about the Russian and not to even realize that she had entered the room, she wanted him to herself first. Next she had yanked Colossus to his feat and dragged him across the room, giving herself plenty of room if needed. Emma forced Colossus to the wall and stood up on her tip toes to kiss him deeply and Perfection approved. After throughly exploring his mouth with her tongue Emma had broke away and began kissing down his body, covering his broad, muscular chest and abs with her lips and tongue, exploring his body before getting on her knees in front of him. She took his long, thick cock into her hands, slowly but firmly jacking his base as she covered his sensitive helmet with her lips. She swirled her tongue around the tip, causing him to moan as she then swallowed as much of his cock as possessable and rolling her eyes at the heavenly taste of such a divine prick. She rubbed her tongue around the thick shaft embedded in her mouth as she continued jacking him off as she moaned in pleasure. She couldn’t wait anymore to have him. Even as a villan she had always wanted to fuck him, so handsome, so muscular, so ernest with his deep blue eyes. She had to have him. Emma had laid down on her back with her long legs spread wide. “Fuck me, Colossus,” she had said breathlessly and Perfection became annoyed at the memory. Colossus laid down on top of her, his broad chest eclipsing her vision as he had lined the tip of his cock up with the entrance to her burning cunt. He worked himself inside of her slowly, stretching her tight pussy, filling her completely as she writhed in pleasure beneath him. As he began working himself in and out of her she could feel her juices sliding over her compacted ass-cheeks and puddling on the floor underneath her body. She had raised her hips up to meet each of his thrusts as she ran her hands over his body, tracing every ridge and bump of his chiseled body. Her passion rose higher as he slowly increased his speed and she could feel her orgasm already starting to rise. Perfection stirred as the memory Emma bit her bottom lip and stared to moan, “Uh huh, uh huh, uh huh,” in a high voice. She had continued to chew her bottom lips as she braced herself on Colossus’ forearms and he bottomed out inside of her, filling her completely as he rolled his hips, rubbing himself against her inflamed clit, causing her to cum. “Yesss…” she had hissed as her spasming pussy clamped down on Colossus’ cock, triggering his own orgasm and filling her with his seed as they came in perfect unison. “This has become tedious,” Perfection muttered, leaving Emma’s mind. With a small act of concentration Perfection let out it’s senses, tracing the trails of energy from the infected to the source. “Of course,” Perfection whispered. “Nova has already engaged our foe.” Spinning around Perfection stared at the horny group on the ground, unknowingly fucking themselves into oblivion. Brand was laying flat on her back, her firm tits jiggling with each of Beast’s thrusts into her mouth. Between her spread legs Emma worked at her tasty pussy while Colossus fucked her upthrust ass. Emma looked up from Brand’s tasty slit at Perfection. “If your job is so tedious then perhaps you should join us?” she said smugly as she began rocking her pale ass to meet each of Colossus’ thrusts. Perfection’s cloak ruffled a bit as Emma proved to be able to see the figure. “Well, at least it seems that you haven’t lost your edge completely.” Perfection said as she threw back her hood, revealing her beautiful face and blonde hair. “I was very nearly disgusted to see what I had become,” she said as her cloak fell to reveal Emma Frost, the White Queen of the Hellfire Club. The White Queen was very nearly Emma’s identical double except for appearing nearly 5 years younger and wearing one of Emma’s old outfits. Her boots were thigh high and flared out at the tops, she wore a pair of shorts so small they were nearly a thong and exposed most of her tight ass-cheeks, her tight corset barely contained her large breasts and her hair was just above shoulder length and dyed and even more pale blonde that was nearly white. “There may be some hope for you yet, Emma,” she sneered. The White Queen concentrated and contacted Nova. “Frost could see through my psychic cloak. The entity must be aware of me by now,” she reported. She could feel the strain Nova was under through their link. “A pity,” Nova grunted. Her casual attack of the entity had turned into a psychic shoving match and Nova knew she’d never survive a full battle. “A hidden ploy would have been useful about now. You and Frost should have a natural rapport. Try to disrupt the entity’s link to Frost. We must depower the creature.” “Understood,” the White Queen said before breaking the link. She giggled as she dropped her psychic cloak and said, “Oh, Emma,” right before kicking Frost in the face. The force of the kick knocked her away from the group right before the White Queen knocked out the rest of the group with her powers. As the group slumbered on the floor she walked over their prone bodies as she approached Emma. “You are such a disappointment to me, Emma. To see what I’ve become,” she said in distain as she yanked Emma to her feet by her hair. “Such a disappointment,” she whispered as she slapped Emma across the face. “Bowing to Xavier,” she said as she squeezed one of Emma’s large tits, twisting the firm globe and causing Emma to groan in pain. “Sharing your bed with that witless Summers,” she continued as she twisted one of Emma’s hard, pale nipples. The White Queen scraped her gloved fingernails down Emma’s torso, concentrating her telepathic powers into a laser beam straight into Emma’s lust addled brain. “You probably still haven’t figured out who I am yet, have you?” she mocked as her deft fingers began toying with Emma’s wet cunt. “Who… who are… are you?” Emma panted as she began trying to hump the other woman’s hand, desperate to cum. Thrusting her tongue into Emma’s gasping mouth the White Queen kissed roughly before shouting, “Call Me Queen!” and shoving two fingers into Emma’s needy cunt and one finger into her tight ass. “Ha ha ha…” she cackled as Emma came, the head Mistress’s’s cum soaking her leather glove. “Oh God,” Emma squealed as she was forced to cum. Her hips bucked and her body shook as tremors seized her sexy, naked body. The other woman, the fake White Queen, leered at her as she twisted her gloved fingers inside of her spasming pussy and clenched ass. As her orgasm subsided she stared daggers at the other woman as she panted, her tits rising and falling on her chest. “You’re welcome,” the White Queen laughed as she released Emma’s hair and let her fall to the ground. She gripped the sides of her shorts and peeled them down her long legs, revealing her trimmed, glistening pussy. “Let them eat cake,” she sneered as she leaned against the wall and used one hand to open her delicate labia and revealing her pink treasure to Emma. With the White Queen’s concentration on her mental laser into Emma’s mind, Hank, Peter and Brand slowly began to wake up. As they regained consciousness they saw the two Emmas fighting and arranged themselves to watch. Brand got on her hands and knees facing off to the side of the Emmas, Hank sliding his hard cock into her talented mouth to watch the women from over his shoulder so that Brand could see around his shaggy hip. Peter slid into Brand’s tight cunt from behind, his hips to wide for her to see around and all three got to see their Emma hang her head in defeat as she crawled in between the other Emma’s spread legs. Emma draped one of the White Queen’s long legs over her shoulder before gripping the other woman’s tight ass-cheeks. She may have lost her double’s little power play but she could get revenge by infecting her the same as everyone else. She nuzzled into the White Queen’s pink folds and licked around her wet hole before drawing her tongue up and licking around her doppleganger’s already hard clit. She nibbled around the puffy labia before switching her tongue down and licking her puckered asshole. All ready the White Queen was panting and moaning in lust and her orgasm was already rising as Emma thought, “Easy enough since I already know what I like.” The White Queen untied her corset, releasing her large tits to grip and paw at her chest as she rolled her hips up to meet Emma’s tongue. She wished she could just concentrate on the pleasure Emma was being forced to give her but they needed to free the school from the infection spreading through it before it toppled the Hellfire Club’s plans. She released one of her large breasts and gripped the back of Emma’s head and began forcefully humping the submissive woman’s face. “Fuuuck yes,” she hissed as she rubbed her clit up against Emma’s face, releasing the force of her orgasm. Emma grinned around her face full of wet pussy as she felt the infection spread to the other woman and used her own mental power to blast the other woman’s mind. “We’ll see who’s the Queen,” she thought. The infection and Emma’s mind blast slammed into the White Queen’s brain, latching on to her mental laser and flashing it back into Emma. The infections from both Emma and the White Queen met, each swallowing the other as Emma’s blast and the White Queen’s own power obliterated any remaining infection. As Emma felt the infection wither away inside of her she allowed the White Queen’s leg to fall from her shoulder, her eyes wide in shock at finally being freed. Trying not to let her shock show how glad she was at being freed thanks to the other woman’s rescue she stood up, dusting off her knees and wiping the excess cum from her chin. She looked at the other woman with her hands on her hips. “An excellent plan, I have to admit,” she said. “Thank you,” the White Queen said, smirking at Emma. “Except for one thing,” Emma said as she pretended to check her manicured fingernails. “Yes?” the White Queen asked with her hands on her hips, mirroring Emma. Suddenly Emma lashed out with a diamond encrusted fist, knocking the White Queen unconscious to the floor. “I’m the Queen here.” —– “Oh God, oh God, oh God…” Kitty chanted as she rode Logan’s thick cock. She raised her slender hips up and down his shaft, causing her small breasts to jiggle with each thrust. Across from her, Hisako was riding his slumbering face, humping her young pussy against him as he dreamily licked at her gushing pussy. Kitty traced her fingertips across Logan’s thickly muscled chest, exploring the ridges and curves of him as she fucked herself on his thick cock. She leaned back, her firm tits pointing straight up as she gracefully arched her back, and then looked down her sweat slick body to where his cock stretched her pussy wide with each thrust. His groin was soaked with her juices as she rode him and her eyes trailed up his chest to where Hisako was humping his face. She licked her lips hungerly as she watched her students naked, writhing body. Hisako placed her hands on Professor Logan’s chest to brace herself as she began to slowly grind her hot pussy down more firmly on his mouth. His always present beard stubble scratched across her delicate pussy and she began moaning out louder and louder as she felt her orgasm begin to crest. Kitty loved the sounds Hisako was making and knew the young girl was about to cum. She leaned forward and gripped the back of the girl’s head, bringing her closer before plunging her tongue into Hisako’s gasping mouth. Hisako’s eyes flew open in shock at having never kissed a girl before or even a boy before Professor Logan. But after a few moments she decided that Miss Pryde was a excellent kisser and raised her hands up to caress her teacher’s firm, silky breasts. Kitty moaned into Hisako’s mouth as Hisako moaned into her’s. Their hands explored each others’ bodies, caressing and stroking their most delicate areas as the both got closer and closer to cumming. “Logan, that’s… that’s not… not share… sharing,” Kitty panted as Jubilee’s tongue circled around her clit. She kept rocking her hips, humping the Asian girl’s cute face as she watched Logan fuck Jubilee’s gushing pussy with his thick cock and her ass with his thumb. “It’s… it’s not fa… fair,” she gasped. Logan thrust his cock and thumb deeply into Jubilee’s writhing body before releasing his hold on the girl. “Well, you got a better idea, let’s hear it,” he growled as he pulled out of both of Jubilee’s tight, clutching holes. Kitty slid out from underneath the panting Asian girl and stood next to Logan, whispering her idea as she slowly jacked his hard cock. “Hey! I was about to cum,” Jubilee whined as she rolled over onto her back, her tan body gleaming in the sun. Logan ran his hand down Kitty’s back, cupping one of her muscular ass-cheeks. He looked from Kitty to Jubilee and back again. “If you’re sure, darlin’. I don’t want to hurt you,” he said as he affectionately squeezed Kitty’s ass. “You won’t,” Kitty said as she lovingly squeezed his throbbing prick before releasing it, a twinkle in her eye. She walked back to Jubilee, feeling Logan’s eyes on her ass. She bent at the waist, giving her former mentor a great view of her tight ass, and spread Jubilee’s knees, climbing down between them and leaning over the slightly smaller girl. Now they were face to face, chest to chest, and wet cunt to wet cunt. “O.k., now what?” Jubilee asked, not sure what to expect. Kitty didn’t answer, she just grinned as she wiggled her eyes brows and bent down to kiss Jubilee. When she kissed Jubilee, Kitty ran her hands over the other young woman’s naked flesh, across her skin, her fingertips delving into every nook and cranny as Logan positioned himself behind Kitty. Logan sat on his knees behind Kitty, watching the two young women. Kitty began rolling her hips, humping her wet pussy against Jubilee’s own gushing cunt. Logan aimed his cock up and pushed into Kitty’s hot hole, causing his former protege to moan in pleasure. He aimed his cock down as he pushed into her, causing her to thrust down more and rubbing against Jubilee more firmly. He began slowly fucking in and out of Kitty’s body as she fucked Jubilee, the two sometimes rivals moaning and panting in pleasure. Running his thumbs around Kitty’s puckered ass Logan slowly worked her tight asshole open using her own juices and suntan lotion as lubricant. He slowly pulled his cock out of her wet cunt as she continued humping Jubilee and he began pushing his thick cock into her tiny asshole. The girls continued moaning and groaning as they fucked beneath him and he slowly pushed forward, occasionally rocking his hips to ease his progress until he finally bottomed out inside of Kitty’s tight ass. “Ohhh, Logan,” Kitty moaned in pleasure before bending her head down and sucking on one of Jubilee’s dark brown nipples. “Ohhh, Kitty,” Jubilee moaned in pleasure as she ran her hands down Kitty’s wiggling body to her ass, holding her cheeks apart as Logan began fucking her ass more forcefully. “Ohhh, girls,” Logan moaned as he fucked deep into Kitty’s ass and she humped her pussy against Jubilee’s, it was a picture he burned into his mind as he thrust himself faster and more firmly. He could feel his cum filled balls slapping against Kitty’s sticky labia as he groaned and growled as he got ready to cum. Kitty broke away from Jubilee’s small tits as she felt Logan tense inside of her. “Now, Logan. Do it now,” she panted. She gasped out as he pulled his prick out of her with a pop and she immediately began forcefully kissing Jubilee and rubbing their sensitive chests together. Logan positioned his cock between Kitty and Jubilee’s groins, slowly pushing himself between their slick, wet cunts. Both young women began humping against his shaft, dragging their hard clits against his length. Suddenly their dams broke and all three came together, their juices flowing and mixing together as they dripped to the ground. “And that’s how I learned to share,” Kitty giggled. “Sorry, sweetie. I’ve waited to many years to share,” Kitty said as Hisako slid nearly bonelessly off of the bed, kneeling on the floor next to Logan’s prone body. “It’s o.k.,” Hisako said. She had never imagined having sex with a girl before, but the fact that Miss Pryde had made her cum so easily while they both had sex with Professor Logan left her wondering what sex with just Miss Pryde would be like. And the sight of Miss Pryde having sex with Professor Logan was definitely turning her on again. With Hisako off of Logan, Kitty leaned forward, her small breasts rubbing across his hairy chest, his hair scrapping across her nipples and making them sizzle. She began rocking her hips rougher, fucking him harder, the headboard banging against the wall. “Oh fuck, Logan. Oh fuck,” she groaned as she clawed against his chest. Suddenly her back arched as she froze in place, her head thrown back as she screamed, “Oh Logan!” and came. Her tight pussy clamped down on his thick cock, milking him as he came inside of her, filling her with his thick seed. As her orgasm coursed through her Kitty collapsed against Logan’s chest, riding out her orgasmic bliss. “Fuuuck yes,” she groaned as a sloppy grin spread across her face. “Sooo good.” Kitty slowly sat up, Logan’s cock still hard inside of her as she finished cumming. She saw Hisako kneeling on the floor next to the bed staring at her lustfully. “Yeah. We’re gonna have to do something to help the other students now,” she muttered as she slowly pulled Logan’s thick cock out of her sated pussy. —– Sebastian Shaw strode regally through the halls of the school, smirking as he peered occasionally into random classrooms. Some of the classed appeared perfectly normal while others had degenerated into nothing short of adolescent orgies. He actually liked the idea and decided that he would be adding several changes to the Sex Ed. classes when the Hellfire Club was running the school. Shaw used the psychic rapport established by Nova to track down Teenage Negasonic Warhead. He couldn’t quite remember how long he had know the young mutant but he was already tired of her nonsensical ramblings. If it wasn’t for her slightly useful mutant reality warping powers he would have already had her mind stripped and put to work in one of his clubs. He snorted in amusement as their psychic link brought him to the Boys locker room. Judging from the sounds coming from inside the locker room it was obvious that the infection had spread into there and obviously it had probably taken Warhead, Shaw decided. He stared intently at the sign on the door with the words, “Boys Locker Room,” written on it. A menacing grin broke out across his face as his head turned and he stared at the next door down. He walked quickly to the next door, unbuttoning his shirt as he arrived at the door, pushing it open with his shoulder while his fingertips traced over the sign that read, “Girls Locker Room.” —– Victor swooned, despite the advanced robotic gyroscopes and next generation computer programs that kept him steady on his feet. His electromagnetic powers flashed from his eyes, beaming across the room and activating the keyboard next to the door to the dorm. The LED display lit up and the security protocals activated, ceramic blast shutters closing over the door and the hole in the wall, sealing the oldest members of the Runaways in. Nico’s spell flowed out of her magic staff like water from a fire hose, coating the room in eldrich energy and blasting over Victor’s robotic body. Programmed to believe he was a human youth until discovering his true origins, Victor was built to mirror a human being completely so he felt his body respond to Nico’s infectious spell. His last free thought was what could have happened to the girls if he hadn’t helped them escape. As her spell ebbed Nico walked over to Victor and used one hand to cradle his face as she peered into his eyes. She wasn’t sure if it was possible for a witch to enslave a robot with a sex spell but she shivered delightfully at the idea. “I… I… Nico?” Victor muttered as he felt his body begin to respond to Nico’s spell. Nico looked down at the growing bulge in Victor’s pants. “Dibs!” she shouted merrily as she dropped her staff and began hurriedly stripping her friend. “But I want some, too,” Karolina whined as she slowly jacked Xavin’s and Chase’s hard pricks. Nico looked over her shoulder at her three friends. “You slut,” she said playfully. “You’ve got your hands full and you’re whining about more.” Karolina looked down at her full hands. “Good point. But I call dibs on sloppy seconds,” she chirped playfully. Nico didn’t bother to respond to her horny friend as she kissed her way down Victor’s muscular chest. She bent lower and lower with each kiss until she was bent over a the waist, her firm ass sticking out, and kissing right above the top of Victor’s jeans. She yanked them down his legs as she got on her knees and grasped the base of his dick. She licked her lips in anticipation before opening her mouth and drawing his pick in using her tongue. Victor moaned as Nico’s lips closed around his shaft. She moaned and he could feel the vibrations tickling along his length as she began bobbing her head back and forth. He stepped out of his jeans and shoes, leaving him only in his socks as he began rocking his hips and softly fucking her mouth. Chase continued watching the show as Karolina jerked him off when suddenly she released his prick. “Hey,” he groaned in disappointment as he looked over and saw Karolina making out with Xavin, her hands filled with the alien’s tits and cock. Karolina giggled as she and Xavin got down on their knees before Xavin laid Karolina down on her back with her long legs spread wide. Chase started fisting his cock as Xavin slid her large dick into Karolina’s tight hole and Nico continued blowing Victor and he wished, once again, that there were more women on the team. Karolina cooed as Xavin slid her cock into her eager pussy. She loved that Xavin could shift her cock just right to suit her and stretched her in all the right ways. She also loved the way Xavin’s chest pressed against her and their breasts just seemed to meld together. She raised her hips up to meet Xavin’s gentle thrusts as she ran her hands up and down her fiance’s graceful back and kissed Xavin passionately. Nico could only get half of Victor’s length down her throat before starting to gag so she used her fist to jack the base of his prick, bringing her fist up to meet her lips as she bobbed her head back and forth and used her tongue along the underside of his cock. She brought her other hand up and massaged his heavy balls, kneading the cum filled orbs and causing him to moan out in pleasure. She pulled her mouth off of his cock and looked up at him around his gleaming cock-head, pleading with her eyes as she whispered, “Fuck me.” “I was built to serve,” Victor smirked as he cleared some space on the floor and helped Nico lay down next to Karolina. The two girls held hands and kissed deeply before Nico spread her slender legs and she held her free hand out to him. He took her hand and knelt down between her legs as he positioned the tip of his prick at the entrance to her wet pussy. He slid in slowly, her tight cunt squeezing him as he slowly stretched and filled her. He bottomed out and rested for a moment, his balls pressed against her compacted ass-cheeks before slowly pulling back and entering her again, fucking her softly. “God, Xavin. You feel so good,” Karolina moaned. She squeezed Nico’s hand as Xavin began fucking her harder and harder. Nico moaned louder to spur Victor on and driving him to fuck her body harder. “Oh yes, Xavin. You’re the best,” Karolina purred, trying to turn it into a game. She heard Nico whisper something to Victor and he began fucking Nico even faster which spurred Xavin on even faster. She and Nico shared a lustful stare with each other, sharing the same thought, “How far can we get this to go?” Chase stood alone with his cock in his hand, watching his four friends fuck. He stared at their writhing bodies trying to find a way in but everyone looked preoccupied to him. And then Xavin raised her tight ass high to push deeper in Karolina. There was no way around the fact that Xavin was hot as a female, almost hot enough that you could forget that she could be considered a handsome male half of the time. He released his aching cock and went into his room, tearing through his drawers for several minutes before finding what he was looking for. Walking back into the living area and taking a long drink of the cheap whiskey he had found, staring a Xavin’s thrusting ass the whole time. Making a deeply personal choice, Chase drained the bottle of whiskey and crawled up behind Xavin’s thick ass. He gripped the base of his prick and waited for the right time, steadying himself with a deep breath for what he was about to do. Then, when the alien’s brown ass was thrust up he gripped her waist with one hand, released his cock, spread her ass-cheeks and plunged his prick half-way up the sexy sometimes alien’s tight ass. —– “O.k., I’ve scrambled the lock and I’m the only one with the code. Don’t let anyone else in except me, the Avengers or S.H.I.E.L.D. Got it?” Kitty asked the frightened young mutant. “Y… yes, ma’am,” the scared young man asked as the steel blast doors closed. Standing at the door to the hanger Kitty stretched her back, arching it out and thrusting her chest up, her nipples clearly poking through the thin material of her tight T-shirt. Her torso was visible from the bottom of her breasts to several inches below her belly button where her small shorts were pulled snugly on and causing a wide eyed Hisako to lick her lips. Kitty relaxed and her head slumped forward slightly. “Seven students, Hisako,” Kitty said, to tired to even look at her young student. “There’s got to be more than just those seven students uninfected in the hanger.” Hisako looked at her sexy teacher and merely nodded her head as she mumbled, “Uh huh,” while Miss Pryde talked. The thread bare shirt of Professor Logan’s she was wearing was several sizes too large for her and hung halfway off of her shoulder and came down to her mid thigh. It was a older shirt and gave gauzy hints at her hard, dark nipples. As she stared at Miss Pryde her pussy throbbed in need and she unconsciously ran one of her hands up her thighs to the burning juncture of her legs. She slowly slid two of her fingers into her hot pussy and began sawing them in and out. Kitty paid no attention to the horny, moaning girl masturbating a few feet from her, all her attention was on the psychic exercises she had learned from Professor Xavier. The Professor was the most powerful telepath on the planet as well as one of the smartest. He believed that a mutant should use their gifts for all of mankind and had opened his school to teach that philosophy. And being the most planet’s most powerful telepath he had also taught his students courses in telepathic defence. Relaxing her body and closing her eyes Kitty began her psychic exercise. She knew the brain could be fooled, especially with a telepath like the White Queen living under the roof, so she instead concentrated on her emotions. She was horny. Soooo horny, she wanted to fuck and anybody would do. She wanted to spread herself to anyone she could. Which was odd. How could she “spread” to someone. She could spread her legs to anyone, and wanted to, but how could she spread herself as a person? A momentary image of herself on her back and spreading her legs while a line of students waited their turn flashed through her mind. “Dammit. Concentrate,” she told herself. Kitty tried to shake the lustful thought out of her mind, her small breasts jiggling on her chest, and returned to her psychic exercise. It was all Emma’s fault, sneaking around, using her telepathic powers to stop her. Stop her from what? What was she supposed to be doing? A vision of Lockheed flickered through her mind, his eyes flashing. Her instinctive rapport with Lockheed was shut down. Shut down by the White Queen. But why? Redoubling her concentration Kitty focused on her rapport, trying to feel what Lockheed was doing. She knew that she hadn’t seen Lockheed since this morning and hadn’t felt their rapport since… no, that wasn’t right. She had seen Lockheed when she had finally showed Emma who was really the most dangerous… a sudden flash of herself standing victoriously over Emma in the Danger Room with Lockheed. Lockheed who had… “Oh my God,” she whispered as the memory of Lockheed fucking her in her sleep finally broke through Emma’s barrier, letting her feel her rapport with Lockheed once again. She shuddered as fear and ice water crawled limply through her mind, knocking her to her knees as she shut the rapport down, reestablishing Emma’s barrier and keeping her mind free from Lockheed. “Lockheed? No, it… no.” Kitty whispered. Something had happened to Lockheed, turned him into a monster, a monster who had fucked her in her sleep and turned her into… “I don’t know,” she thought. “But whatever he turned me into craves sex like a junkie.” On her knees she turned to Hisako. “We have to double check for more…” she started as she stared at Hisako. The small Asian girl was leaning against the wall with her shirt pulled up, masturbating furiously. Hisako was still staring lustfully at Miss Pryde as she tried to get herself off. “I’m sorry, Miss Pryde. I just need it so bad,” she pleaded. Kitty groaned in frustration. Even cut off from Lockheed’s influence the desire for sex was still throbbing through her and Hisako was looking just as bad as she felt. She unconsciously licked her lips as she watched her nubile young student furiously masturbate. On her hands and knees she crawled over to Hisako, never breaking eye contact with the girl. She used the horny girl’s body to pull herself up until she was face to face and then leaned in close, pressing her body against Hisako’s. She lowered her face in close and lightly kissed the girl, taking her time before slowly pushing her tongue into the young girl’s mouth. Hisako moaned as her teacher kissed her. She could feel Miss Pryde’s hands slide up her trembling thighs and coming to rest at her hips. She groaned passionately as her teacher’s hands slid inward and met at her hot, horny pussy, covering her own hands and removing them, replacing them with her own more knowledgeable ones. She started panting as her teacher licked her lips and slid two fingers into her wet slit, working them in and out, touching places inside of her that she hadn’t even discovered yet. As she began panting harder Miss Pryde licked and nibbled on her neck as her fingers quickly found her hidden G-spot. As the older woman began rubbing up against the special spot inside her Miss Pryde ran her thumb across her sizzling clit, making her cum. Kitty felt Hisako’s body shudder against her as she came, her hot pussy clamping down on her fingers as she drew them out of the young girl. She smiled warmly and whispered to Hisako, “You have such a sexy O-face,” she giggled. She froze suddenly when she heard a voice from behind her say, “That’s the hottest thing I’ve ever seen.” Spinning around she saw Wing, naked and erect, standing in the middle of the hall. “Seriously. The two of you are, like, a million times hotter than anything I’ve ever seen today,” Wing said as his hand trailed across his thigh and began fondling his erect prick. “I am not going to get anything accomplished if this keeps happening,” Kitty said as she watched Wing start to jack-off. She looked back at Hisako and saw her staring hungerly at Wing. She knew that Wing had a crush on her and that Hisako had a crush on him, and even having just cum she could tell that Hisako was getting turned on watching Wing. She decided that since the need for sex could become a over-riding compulsion and not a mind altering command for her anymore that she could use her students to help save more uninfected kids, but only if their libidos were satisfied. She was hoping that Wing’s crush on her would leave him uninterested in spreading the infection at the the same with Hisako’s crush on Wing. Wing was fully masturbating as Hisako was softly playing with her small tits and Kitty finally made up her mind about her plan, she’d just have to feel guilty about it later. “Balls,” she muttered in frustration as she leaned forward and kissed Hisako again. She wiggled her ass enticingly at Wing as she phased Hisako’s shirt off her body and then kissed her way down her student’s body. She kissed her way down from Hisako’s mouth to her neck and dragged her tongue from her neck to her heaving chest before looking back to where Wing was still masturbating in the hall. “Can the kid not take a hint,” she wondered as she waved him over. Wing slowly wandered over to his teacher and his best friend, suddenly unsure of what to do. He’d been so sure, as sure as anything he’d done today, but seeing Miss Pryde and Hisako together, a sweaty fantasy he’d had hundreds of times, had drained all his bravado. As he approached the sweaty, sexy women his mouth went dry as Miss Pryde began licking at one of Hisako’s tits and Hisako began moaning in desire. He stood next to Hisako who tried to grin at him while she panted, his hard-on now rubbing against her thigh. He hissed suddenly and looked down at Miss Pryde placing one of Hisako’s hands around his dick and Hisako began to slowly jack him off. Hisako heard Miss Pryde say, “Now kiss,” but it took a few moments to sink in, she was nearly lost in the feel of her teacher’s mouth at her chest as well as the feel of Wing’s dick in her hand. She leaned forward, barely able to think, and accidentality kissed Wing on the eyebrow, not realizing he was looking down at Miss Pryde. When he did look up she tried again, meeting his lips with her own. She slid her tongue into his mouth and tried to remember everything Miss Pryde had done to her but it would have been easier if Wing would respond. Wing had no idea what to do with himself or his hands or his mouth as Hisako kissed him. For some reason he couldn’t explain, nothing he had done today applied to this situation, he was just too nervous. He groaned into Hisako’s mouth as Miss Pryde began massaging his balls as she nursed at his friend’s tits. She used her free hand to grab his wrist and bring his hand up to one of Hisako’s breasts and he finally began to respond to his friend’s kiss as well as beginning to caress her soft, silky tit. Hisako broke the kiss with Wing and whispered into his ear. He nodded dumbly and stepped away as she released his prick. She tapped lightly on her teacher’s head, causing Miss Pryde to look up at her and she motioned for the older woman to stand up straight. As Miss Pryde stood up she and Wing grasped the hem of their teachers tight shirt and pulled it up over her head, revealing her firm tits and hard nipples. She and Wing both leaned down and each took a plump nipple into their mouths, sucking on the hard nubs and caressing them with their wet tongues, causing Miss Pryde to coo in pleasure. Kitty held her students to her chest as they sucked and licked at her breasts. She was somewhat surprised by the different sensation each student was giving her; Hisako’s licks and butterfly kisses were completely different to Wing nearly devouring her sensitive tit. As her students worked at her chest their hands wandered up and down her body, sliding up and down her legs, caressing her torso and squeezing her tight ass, their fingers pushing in-between her cheeks before pulling up and settling in on the waistband of her small pair of shorts. Miss Pryde shimmied her hips as Wing tugged down on her shorts. He tugged the tight shorts down her waist and over her firm thighs until they simply fell to the floor, leaving his teacher, finally, completely naked. His hand quickly delved into the moist, heated juncture of her thighs and he enthusiastically shoved a finger deep into her tight pussy and caused her to gasp out. As he finger-fucked his teacher he sucked harder on her tit and began squeezing a taunt ass-cheek as he humped his hard cock against her toned thigh. Frustrated at her friend, Hisako reached over and smacked Wing on the back of his head. “Ow! What was that for?” Wing whined. “You’re acting like a horny puppy and embarrassing me,” Hisako said as she pointed at his prick rubbing up and down Miss Pryde’s leg. “Stop it. This is supposed to be romantic or whatever.” Kitty smirked at her students arguing over her. Hisako glared menacingly at Wing one last time before looking more pleasantly at her teacher. “Miss Pryde, will you lay down please?” she asked, unconsciously batting her eyes at the older woman. Kitty laid down, trying not to giggle at her students and possibly hurting their feelings. As she laid down Hisako crawled between her open legs and Wing kneeled behind her, supporting his teachers head and shoulders on top of his thighs. “I hope he doesn’t cum in my hair,” she thought as she relaxed. Wing reached down over her shoulders and began playing with her breasts as Hisako pulled her legs over her own shoulders. But just as Hisako was about to begin Kitty stopped both of them. “Hold on guys. One last thing,” she said, holding up a hand to her students. “You both like me, right?” Both students nodded their heads yes. “And you both like each other, right?” They both looked at each other sheepishly, neither one having admitted it to the other or even themselves really. After a few moments they both gave a quick not of their heads. “Good,” Kitty said. “And we all want to have sex together, right?” Again Wing and Hisako nodded their heads enthusiastically. “Then no sex with anyone else,” Kitty said, making her point and hopefully keeping the students from spreading this strange psychic/sexual infection to anyone else. “But there’s so many others…” Wing whined at the same time as Hisako moaned out in disappointment, “But Professor Logan…” “No,” Kitty ordered, silencing her students. “Look at me,” she ordered as she felt their eyes crawling deliciously over her naked, willing body. “All you can want Student Slash Teacher Sex fantasy, right here in front of you. Now look at each other” She could see Hisako staring at Wing’s naked body and cock but she had to guess at what Wing was staring at but judging by the way Hisako flexed her pert, little ass she could guess. “Best Friends with Benefits. Agreed?” she finished. She saw Hisako nodding and looked up as Wing agreed. She reached down and lightly pressed down on the top of Hisako’s head with one hand as she reached up with the other and began jerking at Wing’s prick. “Then begin.” —– Emma took a moment to shake the cobwebs from her mind. She had no idea who the other woman who looked like her was but then again Nova hadn’t let her in on the Hellfire Club’s whole plan. The psychic blinders that Nova had placed in her mind were slipping and cracking, damaged caused by the alien entity. She remembered Nova coming to her, months ago, before she had joined Xavier’s school and before her love affair with Scott. Nova had a plan, something with a giant mutant hunting Sentinel robot and an attack on the mutant country of Genosha where Emma was teaching. Emma had survived due to her second mutation of turning to diamond activating for the first time but she couldn’t remember why Nova had arranged it and forced Emma to follow. Beast, Brand and Colossus were back to fucking themselves into a frenzy with the faux White Queen still unconscious so Emma allowed her mind to wander to her own, personal victims. If it hadn’t been for the danger, and the fact that she had stolen her lover’s mind, she would be proud of the dream trap she had given Scott. Jean reclined nude in the lounge chair and spread her legs for her daughter. Rachel crawled just as nude as her mother and laid down on top of her, chest to chest and red haired pussy to red haired pussy. Jean’s larger, softer breasts seemed to swallow her daughter’s smaller, firmer tits as she began to grind their hot, wet pussies together. They both quickly entered into a smooth rhythm, humping their drooling cunts against each other as they kissed and their hands flowed over their sexy bodies. Rachel leaned up and let her mother lovingly suck on her tits for a few moments before bending back down and sucking hungerly at her mother’s large, pale orbs. “Ohhhh, Rachel. So good,” Jean moaned as Rachel humped harder at her wet pussy and practically devoured her large tits. “Yes, yes, yes…” she panted as her daughter took turns sucking and then nipping at her hard nipples. Scott watched his daughter’s firm ass clench and release repeatedly as she humped her mother on the chair. Emma had slunk down, rubbing her large tits against his body as she got on her knees and sucked his cock. He gripped the sides of her head and fucked her talented mouth as he watched his other wife and daughter fuck each other. “Oh God, oh God! Rachel, oh God!” Jean shouted as her orgasm suddenly crashed through her. She wrapped her arms and legs around Rachel’s body as her daughter continued to grind against her clit. She pulled Rachel’s head up and kissed her deeply, moaning her pleasure into her daughter’s mouth. She raised her hips up, nearly bucking Rachel off, giving her talented daughter easier access to hump her cunt. “Wow, Rachel. Good job,” Scott said as Emma tongued his balls. Rachel broke the kiss with her mother and looked over her shoulder at her father. “Thanks, dad,” she said as Jean relaxed beneath her. “I used my powers to stimulate all of mom’s erogenous points at the same time,” she continued as she wiggled her upthrust ass at her father. “Good girl, sweetie. Good girl,” Scott said as he patted Emma’s head and motioned her to stop. “Now roll over.” Jean languidly pulled herself up straighter as Rachel rolled over and laid down on top of her, her head nestled snugly between her mother’s large tits. Her new position left her ass at the bottom edge of the lounge chair as Scott knelt down between her spread legs. Emma walked off to the side and sat down in her chair spreading her legs wide open to give her easier access to masturbate. Scott held his prick as he lined himself up with his daughter’s eager hole and leaned over her sexy body. “Here we go, baby,” he said as he kissed Rachel deeply, pushing his tongue into her willing mouth at the same time he pushed his cock into her tight cunt. He moaned loudly as he sank his prick balls deep into his daughter’s pussy, already soaked after fucking her mother, his cum filled sack resting on her compacted ass-cheeks. She moaned in lust as he broke the kiss and bent down to suck at her firm breasts while he began to fuck her, barely pulling his cock out an inch before pushing back in again and again. “Oh God, daddy!” Rachel cried out in lust as she wrapped her legs around her father’s waist as he fucked her deep, just the way she liked. She could feel his and her mother’s hands flowing over her body, covering her, caressing her, squeezing her, massaging her flesh and muscles. And because they were all tied together through their psychic rapport they could all feel each others’ pleasures. “Oh God! Oh God, daddy!” the young woman cried out as 3 times the waves of pleasure coursed through her. “I’m going to… going to… Cuuuum!” Her tender pussy clamped down on her father’s cock as her orgasm crashed through her and washed over her parents. “Oh God, Scott! Yes!” Jean shouted, humping her hot pussy against her daughter’s tight ass as she came, her pussy spasming as her juices gushed out of her. “Yes,” Scott grunted as he buried his cock balls deep inside of his daughter as he came, filling her tight cunt with his thick cum. “Fuck yes,” Emma hissed as she joined her new family in cumming, her pale body twitching as her orgasm coursed through her. “My poor, repressed Scott,” Emma muttered standing naked in Hank’s lab. She shifted her telepathy from Scott to her other victim. Logan stared and smiled at the sexy young girls as they took playful licks of his cock, slowly cleaning their cum off of his still hard cock when a voice from behind him caught his attention. “Tag, you’re it,” Psylocke said as she playfully threw her towel at Logan. “Catch us if you can.” With a sexy laugh the English born Asian ninja and X-23 made a quick dash to the woods as the towel landed on Logan’s head. Logan chuckled as he pulled the towel off of his head and quickly followed the nude women. X-23 was the quicker of the two and beat Psylocke to the tree-line by several feet before disappearing into the shadows. Psylocke made it to the tree line barely a second later but was tackled to the ground barely a second after that by the Wolverine. Psylocke slowly stood, straightening her long legs, arching her back to thrust out her chest as she threw her head back to remove her purple hair from her sexy face. “You’re quicker than I remember Logan,” she chuckled. “Heh,” Logan chuckled. “You run with only your legs. I run with my legs and arms, gives me a bit of extra speed. Plus I leapt over the bushes and patio, shaved off a few yards for me.” “Mmmm, clever,” Psylocke said as she walked towards a large oak three, putting a extra sway into her hips to show off her tight ass. “Care to claim your prize?” she asked as she leaned one arm against the tree, thrusting her ass out and sliding her other arm behind her back and spreading her pussy open with two fingers. She looked wontenly over her shoulders as she whispered, “Take it, Wolverine. Take it as your prize.” Logan growled low in his chest as he approached the sexy, naked and ready ninja. He gripped his cock in one hand as he ran his other hand over her tight ass and settled it at her small waist. He wasted no time and slammed his cock balls deep as he gripped her waist with both hands and Psylocke screamed out in almost primal pleasure. He fucked her hard, deep and fast, shoving her head and chest against the rough tree bark as she began shoving her ass back at him, helping to fill her body with his thick cock. Logan reached between the tree and Psylocke’s groaning body, gripping her firm tits as handles as he thrust himself in and out of her tight cunt. Neither one spoke, they just grunted in jagged unison as they fucked each other. Sweat slid down their thrusting bodies as they growled and groaned in the shade of the trees. Logan released his grip on Psylocke’s jiggling tits, gripping her slim waist again in one had as he thrust the thumb of his other hand into her muscular ass. She shrieked at the sudden intrusion as he then slid his free hand underneath her to the hot junction of her toned thighs and strummed her hard clit. “Yessss…!” Psylocke screamed as she came, her already tight cunt clamping down on Logan’s thick cock, triggering his own orgasm. He quickly pulled his spasming cock from her pussy, throwing her to the ground and jacking is dick, cumming over her beautiful face and tits. Even if she was now free, Emma still felt herself getting turned on as she pulled away from Logan’s mind. “Oh Logan,” she panted. “You animal.” —– “Mmumph murph,” Kitty mumbled around Wing’s cock in her mouth. Hisako was lightly lapping at her cunt and her student’s tentative licks were driving her wild with desire. She was thrusting her hips up in a feverish need to cum as Wing plugged away at her mouth, desperate for Hisako to make her cum. The young girl’s warm tongue danced across her labia and circled around her gushing hole, never entering her fully and always just missing her flaming clit, never giving her the friction she craved. She tried to tell the young girl what she was needing but Wing’s cock pumping in and out of her mouth wouldn’t let her and both student’s had proven not to be able to take hints very well. Finally Kitty just shoved Wing off of her face, reached down and gripped the sides of Hisako’s head and began humping her student’s face. “Yes, Hisako. Yes!” she squealed as she finally came, her toned thighs clamping against the sides of the Asian girl’s head. “Finnnnaly,” she moaned as her body shook and twitched on the hall floor. “Um, ah, Miss Pryde?” Wing said meekly, catching Miss Pryde’s attention and pointing between her legs. Kitty looked down the length of her naked body at Hisako struggling between her legs. “Oh geez, Hisako,” she nearly laughed as she released her hold on Hisako’s head. “I’m so sorry.” “It’s… It’s o.k., Miss Pryde,” Hisako said as she massaged her neck muscles with one hand and wiped Miss Pryde’s cum from her chin with the back of her other hand. “Miss Pryde? Miss Pryde?” Wing said enthusiastically, reminding Kitty of a over eager student with the right answer to a question his teacher had asked. “Yes, Wing. It’s your turn now,” she answered, already knowing what the question was. As her two student’s switched places she began giving Wing instructions. “Now kneel between my legs. Good, good,” she said as he eagerly complied. “Now grab my hips and pull me up on top of your thighs.” Wing did as he was told, almost reverently, his hard cock not even an inch from her waiting pussy. “Now fuck me,” she ordered. Wing slid his cock into his teacher’s hot pussy as he pulled her hips up, settling her tight ass on top of his thighs as he buried his cock balls deep inside of her. “Oh geez,” he muttered as he lived out every schoolboy’s fantasy, fucking their hot teacher. He slid his hard dick in and out of Miss Pryde’s tight pussy, loving the way she moaned in pleasure because of what he was doing to her. Not Professor Summers, not Logan the badass Wolverine, not her boyfriend. Him. He was causing it. His cock was making his sexy teacher moan and pant in lust because she wanted him. Wanted his cock inside of her! It was better than anything he could have dreamed! Hisako watched her best friend fuck their teacher and immediately began masturbating. She had never imagined anything like this before and it turned her on more than anything she had ever dreamed of. Suddenly she was startled by Miss Pryde’s hand on her thigh. “C… come her H… Hisako,” Kitty panted to Hisako. Wing’s cock was stretching her pussy in new and different ways with this angle, which she’d have to do with Peter after they finally defeated What Ever It Was that had infected the school. As Hisako moved over to her she gripped the schoolgirl’s thighs, struggling to get the tentative girl to straddle her face. Finally she just yanked at Hisako’s legs, nearly causing the girl to stumble but finally getting Hisako’s leg over her head and her tight, young slit over her hungry mouth. “Oh!” Hisako squeaked as she fell forward and Miss Pryde shoved her tongue into her pussy and she stopped herself from falling completely by placing her hands on either side of her teacher’s torso. She automatically began rolling her hips, instinctively humping Miss Pryde’s face as her teacher wrapped her arms around her thighs to keep her steady. She began pushing herself up, her eyes now filled with Wing’s hard prick as it fucked in and out of their teacher, his abdomen flexing and releasing, his chest heaving as it rocked back and forth, and finally his face as he stared at her with wide-eyed amazement. With nothing to stop her she leaned forward and kissed him. Wing instinctively leaned into the kiss with Hisako, kissing her as passionately as he was fucking Miss Pryde. Their tongues wrestled as they explored each others’ mouths. His hands were full holding Miss Pryde’s thighs so he broke the kiss and said, “Lean up.” As Hisako complied he leaned forward, his head now even with her chest, and wrapped his lips around one of her hard, little nipples. “Ohhhh Wiiiing,” Hisako moaned as Wing licked and sucked at her tit. “Yes Wing! So good!” she shouted in joy as she began rocking her hips harder, humping her teacher’s face. “I’m gonna… Fucking Cum!” She shrieked as her sudden orgasm ripped through her. Her entire body thrashed and she bent down, pulling her tit from Wing’s mouth and replacing it with her tongue. The feel of Miss Pryde’s tight pussy and the sight of Hisako cumming and actually cursing was just to much for Wing. He grunted into Hisako’s mouth as he slammed his cock into his teacher’s tight hole, filling her with his thick cum as he came harder than he had ever cum before. Kitty’s tight pussy clamped down on Wing’s spasming cock, rippling along the length of him as she came. She gripped Hisako’s trembling thighs tightly as she drank down the young girl’s gushing juices as her student came with them. All three rode out their orgasms until Wing and Hisako collapsed with exhaustion and she slowly began to stand up on wobbly legs. “All right… right, everybody,” she said, catching her breath before starting to get dressed. “Get your clothes on, we’ve got things to do.” “What? Already?” Wing whined. “Don’t you wanna, you know, cuddle?” “Ha,” Kitty chuckled. “No rest for the wicked,” she replied as she pulled her tight shorts up her legs. “But wouldn’t it be much nicer if we all went downstairs,” Hisako asked, remembering Professor Logan. “Why? What’s downstairs?” Wing asked as he watched Miss Pryde’s small breasts jiggling on her chest as she got dressed. “Nothing and no one,” Kitty said, knowing what Hisako wanted, as she pulled her to small T-shirt on. “So here’s the plan, troops,” Kitty said as she watched Wing and Hisako redress. “Wing, you start getting the infected kids to their dorm rooms. Lock them in, the passcode is 78541. Got it?” “Yes, ma’am,” Wing muttered, pouting that Miss Pryde and Hisako were now fully dressed. “And no sex with any of the other students. Not if you want another shot with me,” Kitty said sternly. Wing nodded his head and flew off to the end of the hall before stopping momentarily and flying straight back. “What do you mean ‘infected’?” Wing asked Miss Pryde. Kitty held her face in her palm and groaned. Ten minutes later, after having the situation explained to him, twice due to him getting distracted by Miss Pryde’s hard nipples, Wing was escorting a classroom of horny students to their dorm rooms, locking them in. “Some of those girls were so hot,” he thought to himself as he rubbed his stiff cock through his pants. “Yes, but Miss Pryde is hotter,” he told himself as he flew back down the hall. He came to the Boys Locker room and landed in front of it before letting himself in. What he saw made him forget his promise to Miss Pryde: a naked girl with almost grey skin being gang-banged on the floor. “Huh. A new girl,” he thought as he started unfastening his pants. —– A few minutes after Wing stripped off his clothes in the Boys Locker room Kitty and Hisako approached the Girls Locker Room. “But don’t you think our search would go quicker if we separated, Miss Pryde?” Hisako asked as they entered the locker room. “If we separated the only place you’d go is right back to Wolverine’s room,” Kitty answered as the door closed behind her. “At least Wing’s affliction is general, your’s seems specific,” she said as they entered the locker area of the room and stopped suddenly when they found Sebastian Shaw naked, surrounded by equally naked female students, all taking turns licking his hard cock. “Shaw!” Kitty shouted in surprise as she assumed a fighting stance and pushed Hisako behind her. Shaw looked up from the group of girls kneeling before him. “The Little X-Bitch,” he said as a predator’s smile spread across his face. With one arm he sweeped the girls aside and took a step towards the X-Man Shadowcat. “Care to join the club?” he sneered. In a flash Kitty was across the room, activating her mutant power. She phased through Shaw and landed behind him, solidifying her body before kicking him in the back of the knee. He barely staggered. He swung out with a massive arm and would have hit her with enough force to take her head off if she hadn’t phased through the floor and back up on the other side of him, placing a blow to his throat. He barely noticed. Shaw lashed out with a fist, smashing into the wall, the debris flying through the room. Kitty appeared through the floor, back into her fighter’s stance. “Shaw! Let me get the girls out of here. Please,” she pleaded. Shaw placed his fists on his hips and laughed, his erect cock seeming to point straight at the X-Woman. “But we were having such a good time. Over and over again.” An image of the depraved acts Shaw would have done to the girls flashed through Kitty’s mind, disgusting her and turning her on at the same time. “Please, Shaw. They’re innocent. Let them go, I’m the one you want,” she pleaded. Shaw’s grin turned into a scowl. “Stuck up little bitch! You think you can foil the plans of the Hellfire Club? You? You’re nothing!” “That’s right, Shaw,” Kitty smirked. “And I’ve been doing it since I was 15. Think you can teach me a lesson?” “Make no doubt about that,” Shaw growled as he strode towards the flippant X-Man. Kitty relaxed her stance and held her hand up to Shaw since Shaw’s mutant power was no threat to her. “You can’t touch me unless I let you, Shaw. And I’m not going to let you if you don’t do something for me first.” “What?” Shaw growled. “Let Hisako take the girls, Shaw,” Kitty said. “And then you can teach me a lesson.” Kitty turned her head towards Hisako and whispered, “Take the girls, lock them in their rooms then get to the comms and call S.H.I.E.L.D., the Avengers, whoever you can reach. Got it?” Hisako nodded as Shaw barked out, “Fine. Take the little whores.” Kitty helped the now scared girls and Hisako out of the locker room before turning back to Shaw. “Well?” Shaw lunged forward, pinning Kitty to the wall with his forearm while ripping her T-shirt from her with his free hand, exposing her sensitive breasts. He mauled her small tits with his hand, squeezing the soft flesh and tugging on her brown nipples, causing her to gasp out. His hand snaked down her fit body, grasping the elastic of her small shorts and ripping them from her body, leaving her completely naked. He shoved his thick middle finger into her tight pussy and grinned menacingly at how wet she was. “Little slut’s already wet,” Shaw hissed before shoving his tongue into Kitty’s mouth and attacked her cunt with his finger. He chuckled as his captive moaned in forced pleasure at his attack. He broke the kiss and licked up along the side of her face. “Little Shadowcat is just a horny Kitty after all.” Kitty scowled up at Shaw and mewled pitifully as she slowly began humping her pussy up against the villain’s thick finger. As horny as she was she still hated the man she now had to fuck and was disgusted with herself for enjoying it. Suddenly Shaw pulled his finger from Kitty’s tight hole and threw her across the room. She landed on the floor and slowly got to her knees as he strode over to her. He gripped her hair and yanked her head up, causing her to gasp out in pain and he shoved his cock into her gasping mouth. “This’ll shut you up. No self-righteous speeches today,” he chuckled as he gripped the sides of her head and began fucking her face. His heavy balls bounced off her chin as his hard prick slid in and out of her throat, choking her. Drool slid out of her mouth, covering her chin and dripping onto her chest as the Black King of the Hellfire Club relentlessly fucked the X-Woman’s face. “Don’t worry, little kitty. You’ll get used to a life on your knees,” Shaw chuckled. The X-Man glared up at him as he continued fucking her mouth and he laughed as he buried his cock in her throat and came. He growled low in his chest as he drained his balls, forcing Kitty to drink all of his cum as she choked and sputtered, her spasming throat rippling around his cock. When Kitty’s face began to turn blue from lack of oxygen Shaw released his grip and let her pull her face off of his prick. “Bastard,” she choked out between coughing fits as she wiped the spit and cum from her chin. Shaw gripped Kitty’s hair, causing a shriek of pain to escape from her mouth. “Call me King,” he sneered as he shoved her head down, forcing her to lay flat on her back on the cold floor. He quickly forced himself between her toned thighs and lined the head of his cock up to the entrance of her dripping pussy. “And this is your King’s sceptre!” he laughed as he thrust his still hard prick into the core of her tight body. “Oh God!” Kitty shrieked in pain as Shaw pinned her to the ground with his cock and forced her to cum. Her already tight pussy clamped down on his thick prick as he began pummeling away inside of her vulnerable body. She gripped his forearms to keep herself from sliding across the cold tile floor as he fucked himself deep inside of her. Her small breasts jiggled with each hard thrust and her slender legs stuck out straight from her body. He worked himself hard and deep inside of her, stimulating her clit and G-spot, keeping her on a sexual high, forcing her to cum again. “F… fu… fuc… Fuck!” she managed to sputter out as another orgasm overtook her and every muscle in her body twitched with forced pleasure. Shaw bent his head down and sucked one of Kitty’s hard nipples into his mouth, licking and biting down on the hard nub and causing her to squeal out again. He released her tit and sat up straighter as he gripped her slender hips, lifting her up and flipping her over onto her hands and knees, his steel hard rod never leaving her hot cunt. He forced her head down onto the floor, lifting her tight ass up higher as he began fucking her from behind like a little bitch in heat. “Fuck no, please!” Kitty shouted out before clamping her lips shut as her entire body shuddered as another orgasm tore through her. She wanted nothing more than to beg, to plead with Shaw to stop but she wouldn’t give him the satisfaction. She may not be in complete control of her body because of what Lockheed had done to her, but she had enough of her mind back thanks to Emma to fight, to resist. And once she thought Hisako and the girls were far enough away she’d show Shaw what a mutant ninja could do. Shaw had completely forgotten about his brief harem of teenage girls, all he cared about was the feel of this stuck-up little bitch’s cunt stretched around his prick. He gripped her tiny waist and picked up his pace, his hips a blur as he fucked the little, annoying X-Man fast, deep and hard. He enjoyed the power he had over her, forcing her to cum again and again, proving her sexy little body was now his property. He looked down at his cock shoving in and out of her wet pussy and licked his lips as he stared at her puckered asshole. “There’s no way I’m not fucking that tight, heart shaped ass before I break her neck,” he chuckled to himself as he licked his lips. —– “So that’s what happened,” Cassandra whispered to herself. She had been as much in the dark as the rest of the world about the loss of mutant-kinds’ powers across the globe but using the power flowing into Lockheed she now had her answer. Cassandra held her hand up slowly, not wanting to startle Lockheed as she slowly let her telepathic tendrils slither towards the entity. All she could tell from the energies flowing towards Lockheed was what was known by the infected: nothing. Her only hope was making contact with the Entity itself. “You were ripped from your home,” she quietly whispered to Lockheed. “Taken. I can help you. I have seen worlds beyond this one. Scores of worlds. Show me yours and perhaps I can help.” Lockheed’s body seemed to tense as his eyes flashed. “Humbly,” Cassandra added through gritted teeth. Lockheed seemed to relax and spread his wings as a vision suddenly slid across her mind. “The mountains and the storms. I’ve seen this,” Cassandra said, raising her voice as a strange wind suddenly began blowing through the room. Her sight pulled back and she could see a storm washed horizon as clouds seethed below her and the wind picked up. “I need more,” she shouted above the thunder and lighting as her vision drew back farther. Below her the storm clouds boiled and the lightening flashed bright enough to blind her and tinge her vision red. “More!” she shouted over the noise. “I need to see more!” Her vision pulled back even farther and below her the planet shifted and… blinked. With a deafening rush of air Cassandra was back in the Danger Room with Lockheed, staring at the entity in shock and, for the first time in her life, fear. “You… you are the conduit to… to that? To them.” “No,” Lockheed said aloud. “The original conduit still lives.” Nova’s eyes shot open in bewilderment. “Scarlet Witch still lives?” “Yessss…” Lockheed hissed. “He’s going to bring them here. Bring them back,” Cassandra thought. “And I can’t stop him.” —– “Wake up,” Emma ordered as she slapped the White Queen with a diamond hand. “Ughhh…” the White Queen moaned as she slowly woke. She looked around groggily before her eyes locked on Emma. “A psychic nudge would have worked better,” she said as she glared up at her X-Man doppelganger. “We seem to have something of a emergency. I thought a defensive position best,” Emma responded, holding her arms out to indicate her diamond body. As her apparently younger self slowly sat up she took a moment to admire the White Queen’s body, large tits barely moving as she sat up, tight ass to sit on, long legs spread akimbo, and a juicy cunt. “Wishing you had more time to explore the possibilities?” the White Queen smirked when she noticed Emma watching her hungerly. “As if you hadn’t had the chance,” Emma smirked, mirroring the White Queen as she relaxed her secondary mutant power and her nude body returned to normal. “Leave the boots on,” she said off-handedly. The White Queen slowly struggled to her feet. “Why? Developed a kink?” “Because, beside a four inch difference in hair length, they are the only way to tell us apart,” Emma said as if it was the most obvious thing in the world. The two women stood a moment, their eyes glancing over each others’ naked bodies. The White Queen licked her lips for a moment before Emma broke the silence, “Contact Nova. Tell her you succeeded.” There was nothing she wanted more then to fuck her doppelganger, pay her back for dominating her, but living with the X-Men had broadened her sense of responsibility. The White Queen took a step towards Emma, their hard, pink nipples barely touching. “No,” she whispered breathlessly. “There’s something we both want.” She kissed Emma’s lips and began running her hands slowly up and down the X-Woman’s naked hips. “Then you’d better be good at multitasking,” Emma whispered before kissing the White Queen more passionately, running her tongue thoroughly inside the other woman’s expectant mouth. The White Queen moaned in pleasure as Emma nuzzled her neck. “Nova,” she thought with her telepathy. “Success. Frost is freed.” She gripped Emma’s head as the Headmistress began kissing and licking at her heaving chest. “Excellent,” Nova said and the White Queen could feel her co-conspirerter straining her powers. “Free them,” Nova continued. “Free as many as you can and then join me in the Danger Room. It means to bring them back.” And suddenly the connection was broken. The White Queen suddenly mewled in disappointment as Emma broke away from her chest. Emma smirked in satisfaction at the look on the White Queen’s face. “Oh, control yourself,” she said smugly as she walked away from the White Queen. “I know I’m good but we have work to do,” she finished as she walked towards Beast, Brand and Colossus, putting a extra swish in her step to tantalize the horny doppelganger. To be continued…
Source: New feed

Not The Whendonverse Pt. 01 Chap. 02

This is a work of complete fiction. It just popped into my brain so I wrote it down and share it for free and make no money off of it. No one under legal age may read this, if you know what’s good for you. No one over legal age should read this for the same reason. All characters used in this story are a parody of any real or fictional person. I do not own The Astonishing X-Men, The Runaways, or the characters from them. Comments are always welcome and appreciated so you should feel free to share. Story Code: MC, Multiple Pairings, Noncon-Con, Teen, First This Is Not The Whedonverse Pt. 01 Chap. 02 The Astonishing X-Men With Special Guest Stars The Runaways By Muhabba The first thing Kitty saw in the morning was Lockheed staring at her from the window sill and she knew what she needed to do. And she knew who she was going to do it with. She dressed quickly in only a loose T-shirt and baggy pants, for easy access, with sandals and made her way from her room to the school proper. It was only a few minutes from her room to the class she wanted and she quickly knocked on the door. “Enter,” a cold voice from inside the classroom answered. Kitty opened the door and poked her head in. “Ah, Miss Pryde,” the White Queen sneered from behind her desk. “I trust you have a good reason for interrupting my class.” “Sorry, Emma,” Kitty answered. “I need to see Wing.” Emma pointed at Wing and motioned for him to leave. “Very well. Have him report back for his homework.” Wing nervously gathered up his supplies and joined Miss Pryde in the hall. Kitty closed the door behind Wing. “Follow me, I need to see you in my office,” she said as she leaned closer to him. “Privately,” she whispered. Miss Pryde walked in front of Wing on the way to her office and he watched her tight ass swish back and forth the whole way. When they reached her office she gestured him inside and closed the door behind him. Click Wing spun around and looked at the locked door. “Did she just lock us in?” he asked himself. “Have a seat,” Kitty said as she gestured to the couch set off to the side of her office. She watched Wing’s tight, little ass as he walked towards the couch and then slumped down. “I bet you’re wondering why I asked you here,” she said as she leaned against her desk. Wing grunted in response as he stared at Miss Pryde’s chest and her obviously hard nipples. He licked his lips as a sudden image of him sucking on his teacher’s firm tits flashed across his mind. Kitty turned around and bent at the waist, thrusting her ass up as she pretended to shuffle papers on her desk. “Well, I just wanted to see how you were. It was a pretty stressful day yesterday.” Wing grunted again in response as he stared at his teacher’s firm butt and the way the seem of her shorts ran through her luscious cheeks. He licked his lips as a sudden image of him tonguing Miss Pryde’s tight ass flashed across his mind. Kitty stood back up and walked over to the couch and sat next to Wing, placing her hand on his knee. She began running her hand up and down his thigh as she leaned closer to him, rubbing her braless tits against his shoulder. “Are you feeling it, Wing? Are you feeling… stressed?” Wing grunted in response as he stared at Miss Pryde’s hand rubbing the inside of his thigh. “Would you like to know what I do for stress?” Kitty whispered breathlessly into Wing’s ear. Wing couldn’t answer. His brain was flooded with every adolescent fantasy every boy had ever had about their young, hot teacher. He was stunned, voiceless and incapable of moving. The Juggernaut could crash through the wall of Miss Pryde’s office and he wouldn’t move. His hard cock throbbed in his pants less than a inch from his teacher’s warm hand. “Close your eyes, Wing,” Kitty whispered. Slowly Wing closed his eyes. “Imagine you’re flying,” Kitty continued. “Imagine the air flowing around you, over you, through your hair, across your body.” Wing imagined himself flying, it was the only thing he thought of more than sex. “Through the air, the wind kissing your skin,” Kitty continued. In Wing’s mind he was flying across the sky, naked, holding his sexy teacher’s hand as she flew nude beside him. “Can you feel it, Wing?” Kitty asked. “Can you feel the air on your skin?” Wing nodded his head as he answered, “Uh huh.” “Are you more relaxed? Less stressed?” Kitty whispered. “Uh huh,” Wing answered. “Well, it sure doesn’t look like it,” Kitty giggled mischievously. Wing could barely hear his teacher as he imagined the swirling air caressing his naked body. Suddenly his eyes shot open as he realized he wasn’t just imagining it. He looked down at his lap and realized he was naked. He saw his clothes in a pile at his feet and looked over at Miss Pryde in embarrassment. Kitty looked down at Wing’s exposed, throbbing cock. “Yummy,” she giggled as she wrapped her hand around the base. In a flash she had her head in his lap, letting his warm meat fill her mouth. Wing looked down at his teacher’s head bobbing up and down in his naked lap. He realized she must have used her power to strip him and now… now… now his sexy teacher was sucking his cock? He was living every schoolboy’s dream! This was the best thing to ever happen to him! Pure bliss filled his mind and he was barely able to choke out, “Miss… Miss Pryde…” before he was stunned back into silence when she grabbed his balls and swirled her tongue across the sensitive tip of his prick. “Mmmm…” Kitty moaned in satisfaction. She didn’t know if all of her students’ cocks tasted this good but her pussy throbbed at the idea of finding out. As she swirled her tongue around Wing’s cock-head she squeezed and massaged his cum filled balls in one hand and jerked him off with her other. “Oh my God,” Kitty thought. “I should have been doing this since school started.” As Miss Pryde feasted on his cock, Wing began thrusting his hips up to meet her bobbing head. Already he couldn’t stand it anymore, it was just to much; the feel of her hands on his balls and dick, her lips stretched around his shaft, and her tongue licking and lapping his tip, he knew he couldn’t last even though he wanted to last, needed to last longer, take the time to enjoy this but his body was ready now. “I’m going to cum!” he shouted as he unleashed years worth of lust addled cum into his teacher’s sucking, talented mouth. As her student came in her mouth Kitty began hungerly sucking down Wing’s thick seed. She left her mouth wrapped around the tip and used her hand to pull up and down the shaft, making sure to squeeze out every last drop. She moaned deep in her throat as her student’s warm cum filled her belly and she licked up every last bit. She finally released the softening cock with a wet pop and sat back up, grinning at her panting student. “Yummy.” Wing stared at the sexy X-Woman in disbelief, “Miss Pryde?” Kitty ruffled Wing’s hair playfully as she got up off the couch and stood in front of him. “I guess that could have gone on longer, huh?” she smirked. Wing just stared at her in abject worship. Kitty bent down and delicately grasped Wing’s soft prick, slowly pulling at it and working it back to hardness. “You know what you have to do now, right?” Wing nodded as he reached up and slid his hand underneath Miss Pryde’s shirt to cup one of her small tits as he answered, “Fuck.” —– Emma Frost sat behind her desk and stared in lust at the dozen students in her class. When she had woken up this morning she was desperately horny but with Scott already gone to their office she had taken matters into her own hands, so to speak. Laying in bed Emma had used her fingers to quickly get herself off, plunging them deep into her gushing cunt and nearly attacking her G-spot and clit. Somewhat satisfied she had tried to shower when the need to cum overcame her again. Her hands attacked her body once more as she stood under the hot, steamy water, squeezing her large tits, pinching her aching nipples, sliding her fingers deep into her needy pussy and even fingering her tight asshole. After her orgasm she had quickly dressed and just barely made it to her first class before the final bell. Now the White Queen sat in her own lust filled juices and looked over her class with a predator’s eyes. Her tight, white leather pants felt 2 sizes to small around her hot groin and her white bustier heaved with each panting breath causing her large tits to nearly spill out. Her hard nipples scraped the smooth material and sent electric shivers coursing through her over-stimulated body. And the fact that she was one of the worlds most powerful telepaths was only making it worse. Every single adolescent fantasy that swam through her students’ minds flashed across Emma’s mutant brain. In one student’s mind he had her and all the female students bent over at the waist and holding their ankles as he thrust himself into their wet pussies one at a time. In another mind the young female student was pulling a train in the boys locker room to congratulate them on winning a game. In another male student’s mind he was using every female student and teacher as his private harem. Even with everything that had happened, the de-powered mutants across the globe and the fear that it caused, you could count on a teenager to still dream about sex. And with the way she usually dressed, most of the students dreamed about the White Queen. When Scott had first told her the school would remain open and classes were going to continue as a sign of normalcy Emma had thought he was crazy but now, as horny as she was in a room filled with a dozen of hormonal students, she thought it had been the greatest idea in the world. She now peered hungerly at her students, “So many pretty pieces of meat. All mine,” she thought. Clinically, detached, predatory, amorally, Emma Frost the White Queen smirked, readjusted her top until it barely contained her heaving breasts and walked in front of her desk to glare imperially at her students. “Attention, my little students,” she said as she crossed her arms under her large tits, lifting them up and squeezing them together. She paced back and forth in front of her class, making sure to sway her hips as all eyes turned towards her. “Since this is an Ethics class, who can name what it is that a mutant must never do?” All the male students were to busy staring at their teacher’s ass and tits to pay attention as well a more than a few girls, but one of the female students tentatively raised her hand. Emma sauntered over to her teaching desk and reclined against it, stretching out her long legs in front of her and thrusting out her impressive chest. “Tessa, yes?” The curious girl stood up and timidly spoke, “A mutant must not use their powers to take advantage of someone else.” Emma smirked, “A simplified answer but essentially correct.” She looked over her class and licked her lips. “Can anyone tell me how this is different form a human with a born talent?” The class was silent. Emma shrugged her shoulders, sending a delicious jiggle through her pale, creamy cleavage. “Then that’s your assignment for today. Research the problem and submit your answers before the end of class,” she said as she sauntered back to her chair and sat down. With their views of their sexy teacher blocked behind her desk the students all began their assignment and Emma closed her eyes as she began using her mutant talents to rifle through their minds again. One student’s fantasy screamed like neon in his mind. In his fantasy the young man got up out of his seat and approached Emma, his cock hard and ready. He gripped Emma’s bustier and ripped it off her body, releasing her large tits in a jiggling wave. She screamed in fear as he grabbed and molested her chest, causing her pale nipples to harden in unwanted pleasure before throwing her to the ground as all the students gasped and shrieked in surprise. He quickly ripped her tight pants from her long legs and bared her wet, bald cunt. All of the students’ clothes disappeared and all the female students gasped with appreciation when they saw his huge prick as he quickly mounted their teacher, thrusting his hard cock into her wet core, Emma screaming in pleasure as he violated her but the screams quickly turned to moans of unwanted pleasure as he raped her. She began thrusting her hips up to meet his hard cock, unable to deny the pleasure he was forcibly giving her. As she wrapped her long legs around his ass all the students began cheering him on. Emma’s firm tits strained against her top and her needy pussy churned as she enjoyed her student’s daydream before switching to another student’s mind. This student approached Emma’s desk in shame at having forgotten his homework. He dropped his pants, exposing his tight little ass as he bent over her desk and she turned her body to hard diamond. Her cold, firm hand fell across his now pale ass-cheeks and he grunted in pleasure as she made contact. Every time his teacher’s hand slapped against his sensitive skin his cock began to harden. Finally his cock pulsed against the cool front of the desk, smearing it with his pre-cum as she knelt beside him. He turned to face his teacher and she began slapping his hard cock with her diamond-hard hand until his cock spasmed and he came across her shining skin. Emma moaned in lust, oblivious to her students, her class, the school or even if there was a outside world. Sitting behind her desk in front of her class she undid her bustier and released her large tits, stroking the silky skin and pinching her hard nipples as she pursed her lips and cooed in pleasure. In one of her female student’s fantasy Emma called her to the front of the class and instructed her to remove her clothes. When the girl was naked Emma had her climb up on top of the desk and lay flat on her back. Emma addressed the class and instructed them that the ethical thing for males to do was to make sure that their female partners always climaxed first. Emma had all the male students line up by her desk and strip down and the female student smiled and licked her lips as she lay in anticipation. The girl sighed as the first boy crawled up between her legs and placed his hard penis at the entrance to her vagina. He slowly slid deep inside of her and she moaned in bliss as he filled her and stretched her tiny vagina. He worked himself in and out of her until she came and then he crawled off of her to be replaced by another student. Penis after penis filled her over and over again as she came again and again. Emma smiled and licked her lips, her eyes still closed as she watched her students’ perverse fantasies and began pulling down her tight pants. With her pants pooled around her ankles she spread her knees and began stroking her hungry pussy with one hand as her other hand went back to playing with her heaving tits. In another female student’s dream Emma angerly shouted, “Enough!” as she launched herself out of her desk. She shrieked that she had had enough of her students’ slutty behavior and that if they wanted to act like whores than she would treat them like whores. Emma grabbed the female student’s ear and dragged her up to the the front desk and bent her over the desk as Emma ripped her student’s pants down to expose her plump ass. Emma bent down and parted her student’s tight ass-cheeks to expose her tiny asshole and plunged her tongue deep into her student’s ass, causing her to scream out in a mixture of pain and lust. Emma tongue raped her student until her student screamed out in pleasure as she came. Emma stood up and held her student’s ass-cheeks apart, letting every student in the class take turns ass fucking her to orgasm over and over again. Emma’s luscious body shook as a orgasm rolled through her. Her fingers were coated in her cream as she tugged her nipple with her other hand and moaned out in pleasure. Her mind was filled with pleasures and she stretched out in her chair, letting her naked body bask in post orgasmic bliss. And suddenly she was filled with a sense of… loss? Her strange feeling of loss caused her to sit up quickly as she opened her eyes in shock and gasped out at the sensation that something had been taken from her. A noise off to her side caught Emma’s attention and she looked at her students, quickly forgetting about the strange sensation. All of her students were naked, all of them standing next to their desks, all of them staring hungerly at her. Emma smiled wolfishly at her naked, horny, telepathically infected students and smirked, “Who would like to earn some extra credit?” —– As the morning wore on the most dangerous man on Earth, the Wolverine, slowly walked up the school’s halls durning classes. “Hit the Danger room. Work off some aggression,” he thought. After Emma’s last telepathic session with him last night he’d finally been able to get some sleep. His dreams kept it from being as restful as it could have been but it had been better than nothing. Suddenly Logan stopped and sniffed the air. “Stupid, hormonal kids,” he thought to himself as the unmistakable smell of sex filled his nose. “Kids should be studyin’ and instead they’re off ruttin’ somewhere.” He made his way downstairs and started towards the backstairs to the lower levels of the mansion when suddenly another smell of sex filled his nose. “Friggin’ kids,” he muttered as he started down the hall. As he reached the row of teachers’ offices before the stair-well another scent of sex suddenly assaulted him. He stopped and a small growl escaped from his chest as his animal sharp senses began to rise, “What the flammin’ hell is goin’ on around here.” Logan crouched down and scented the air, the usual scents flooded his hyper acute nose and he began sorting through them. Keeping close to the ground he began crawling like a feral beast through the empty halls, trying to track the different scents. He needed to hurry before classes let out and flooded the halls with the smells of students and teachers muddling everything together. He could make out 3 different scents right now, all tinged with sex as well as something different. Something alien. Something… wrong. —– As morning stretched on Scott Summers stood immobile in the halls of the school watching his students mill back and forth from class to class. This was the second time today he had stood impassive between classes, listening to his battle sharpened instincts. Something was wrong in his school. Something at the peripheral of his mind was screaming at him and he couldn’t quiet place it. As the students exited their classes into the hall he began to notice a subtle difference in some of them; most were their usual selves but a few shuffled around with a almost dazed expression on their faces while a few more looked around at their classmates with an almost predatory leer. Scott slowly paced down the hall keeping a careful eye on his students’ faces. Some of them were definitely acting strange. He slowly approached Emma’s class, with her telepathic powers she was the obvious choice to ask if anything strange was happening. Suddenly he stopped and looked behind him. “Humph. Walked right past,” he thought as he turned around and began to walk back. Suddenly he stopped and looked behind him at the suddenly empty hall. “Humph. Walked right past,” he thought as he turned around and began to walk back. When he reached Emma’s door he peered through the glass window and saw her standing in front of her desk explaining today’s lesson. As he stepped away from the door Scott closed his eyes and concentrated, “What just happened?” He looked back at Emma’s door, “Did she just…” “Emma’s really going to have to start helping me with these bills,” Scott said to himself as he leaned back in his chair and stretched his legs out under his desk. Xavier had never warned him that being a Headmaster was such a tedious job. If only his head would stop throbbing. —– Emma came again as one of her female students lapped at the White Queen’s gushing cunt and a male student fucked her large tits, spraying his sperm across her beautiful face. “Oh Scott, I’m so sorry,” she thought as she was once again filled with a sense of pleasure and then followed by the strange sense of loss. As the girl moved away from Emma’s pulsing groin a male student laid down on top of her and thrust his hard cock deep into her pussy, causing her to squeal in delight. “Somebody help me,” Emma thought as she felt her orgasm start to rise. —– “So I see you and our Miss Pryde are spending a great deal of time together lately,” Hank McCoy said from his position in front of his computer screen. “Just 30 more degrees if you please, Peter.” Peter Rasputin was currently in his organic steel form and moved the large, metal tube slightly to the left. “Da,” he answered. “Since my… resurrection. She say we are, ‘Making up for lost time,’.” “Excellent. Leave the coupling there and bring me the Extant Box next, if you please,” Hank said as he started the computer program and leapt up, landing with feline grace next to his friend. “With as long as you two have been carrying a torch for each other… Well, I imagine there may come a time where the rest of the team will need to break you two apart with a hose. For safety’s sake.” Peter smirked as he resumed his human form, “You are, perhaps, no good with innuendo, Henry.” Hank chuckled as he affectionally patted Peter’s back. “These things sound so much better in my head,” he said. “I just mean to say to be careful. With all the repressed feelings you two have for each other, it could turn… volatile.” “And with Kitty being ninja, that would be extremely dangerous,” Peter said before adding with a sly smile, “For me.” “Ha! Yes indeed, my boy. Yes indeed,” Hank laughed. As the two friends crossed the lab Peter resumed his steel form as the approached a large stack of equipment that Hank had ordered. Peter lifted up the largest and turned his head back to Hank, “What of Agent Brand, Henry. Are the two of you exploring your ‘repressed feelings’?” Hank took a moment to compose his answer, “There is very little ‘repressed’ about Agent Brand.” “Green hair, take-charge attitude, in charge of planetary security. I imagine that is very true,” Peter said as he smirked. —– As the last class before the lunch-hour filed into her classroom Emma rifled through her students’ minds, beginning to pick and choose which fantasies she wanted to live out. So far she’d been raped to orgasm three times, pulled two trains, spanked half a dozen students, been spanked by twice that many, taken multiple loads of cum in her every hole and been drenched by loads of their thick, hot seed. Now she sat nude behind her desk playing with her tits and wet cunt while giving the telepathic illusion of simply sitting bored, waiting for them to take their seats. As she allowed her mind to roam free Emma took a fleeting moment to touch Scott’s mind. He was still in his office under the illusion of paying the school’s bills but she knew that eventually he’d break free of her telepathic manipulation and she hoped that he would just stay under long enough for her to come up with a plan. A sudden shadow fluttered just outside of her awareness. “Logan,” Emma whispered. She felt his mind with the most fleeting touch she was capable of, he suspected something but nothing specific yet. Another problem to deal with. Emma peered at her students in frustration and not just sexual frustration. She knew something was wrong, wrong with her, wrong with what she was doing, wrong with the effect she was having on the students she was fucking mercilessly. But something was stopping her, something had infected her and was stopping her from seeking help, compelling her to infect as many others as possessable. With her students now seated Emma walked over to the door and placed a telepathic web in front of it. Any desire anyone had to walk to her classroom door would be replaced with the desire to walk past it and then forget why they were there in the first place. She walked to the front of the class and dropped her illusion, letting her class finally seeing her glorious body. The class was stunned into silence. Emma grinned. “This isn’t a lecture, class. It’s active participation today. Do as I do, everyone,” she said as she unleashed her telepathic perversions across her class. All of the students stood up as one and quickly removed their clothes as the White Queen’s pussy throbbed in anticipation. All their ripe bodies, hard cocks, wet cunts, firm tits and plump asses were all hers. She sent out a wave of lust and chuckled as she watched all the boys’ cocks rose up at the same time and the girls’ nipples hardened and their pussies glistened. In an instant the orgy started. One boy laid flat on his back, his hard cock pointing straight up as Emma gripped the base and lowered herself down. She smiled and moaned as the hard prick stretched and filled her hot pussy and one of the girls quickly sat down on his face. Emma leaned forward and kissed her female student as another male student slowly began pushing his hard prick into Emma’s pale ass. Emma cooed as the boy finally bottomed out inside of her ass and she broke her kiss with the female student. Another female stepped over the boy on the floor and rubbed her juicy cunt against Emma’s face and Emma began lapping at her student’s tasty pussy as the female student riding the boy’s face began tonguing the standing girl’s ass. Emma began rolling her hips back and forth, filling her ass with hard cock as the prick in her pussy slid partway out before reversing her direction, stretching her hungry pussy with dick as the prick in her ass began sliding out. Her body shook and vibrated with pleasure as she used her mutant powers to command her students to see to her every sexual need. The female student humping Emma’s face gripped the teacher’s blonde hair and yelled as she came, her sweet juices spilling into her teacher’s lapping mouth. The girl shuffled away and Emma leaned forward, kissing the girl riding the male student’s face and shared the taste of the girl’s sweet cum with her as Emma plunged her tongue into the girl’s gasping mouth. When the girl had lapped up the last of her classmate’s cum Emma bent down and began nursing at her tits, sucking hard at the little nubs and lashing them with her tongue. “Oh, Professor Logan,” a voice moaned out from the sea of writhing students. Emma released her wet hold on her student’s firm tits and tried to look around for the owner of the voice but her vision was blocked by the student fucking her ass. With a small effort her powers flashed and the 3 students she was fucking all came at the same time. The girl shook as her orgasm crashed through her and her cum flooded the boy’s face. The male student underneath and the one behind her grunted and thrust their hard pricks deep into her and came, filling her hungry pussy and clutching ass with their cum. As the boy unleashed inside of her, Emma’s own orgasm crashed through her, every muscle in her body clenched and tightened at the same time as pure bliss flooded her mind. And just as with every time before, she felt it all flow away from her. As the group disentangled themselves Emma stood up, the boys’ cum dripping from her pussy and ass as her chin gleamed with the girl’s juices. “Oh, Logan. Fuck me professor, please,” the voice called out. “My, oh my,” Emma said as she found the girl panting Logan’s name. Hisako sat riding one of the male students, her tight little body sliding up and down his hard prick. Inspiration struck Emma. “Miss Hisako, may I see you at the front of the class?” —– As all the students ate their lunches in the cafeteria or outside on the grounds, Kitty made her way to the Runaways dorm. She had located all the members on the security cameras and only one of them was alone. She quickly changed into her X-Men uniform knowing how much her target liked women in power and quickly walked down to meet him. She took a moment to make sure her hair was framing her face just right before knocking on the door. “Chase? It’s Kitty. Are you in there?” she announced as she quickly pinched her nipples to full hardness and pulled her uniform tight into the crack of her ass as she waited. Chase opened the door and poked his head out. “Yeah? Whats up…” he started but was stunned into a stupid silence as he stared at Kitty. Her brown, curly hair was done up and seemed to flow around her like a chestnut halo, her make-up was done expertly, her lips glistened scarlet and her usually snug uniform looked tight enough to have been issued to her when she had first joined the X-Men when she was 15. “I, ah… ah… ah…” he stammered. He leaned against the door frame and crossed his arms, flexing his biceps and trying to look cool. “I mean, sure. What’s up?” Kitty toyed with her hair, twirling it around one finger as she pushed her chest out. “Well, I had some free time and I thought you could take me out to the Leapfrog. I’d love to hear about all that mechanical stuff you do to it.” Chase didn’t even bother to think about the obvious lie Kitty was saying, he’d take any opportunity to show a hot girl like her the Leapfrog. “Sure, babe. Let’s go,” he said, trying not to sound excited. “Why engineers from the future made a ship that looks like a frog, I will never know,” Kitty thought to herself after they had reached the ship and tried not to smirk as she paced back and forth in the cabin of the Leapfrog. She let Chase drone on for awhile about everything he had done to the ship as she barely looked interested. “…and that’s how I saved all of our lives from the Kingpin.” Chase said excitedly. He licked his lips and quickly readjusted himself as he dick hardened at the sight of Kitty bending over in front of him. She was bent over at the waist with her tight, muscular butt pointed straight at him. “Uh huh,” Kitty said off-handedly when she noticed Chase had stopped talking. She bent back up and turned slightly, giving him a view of his profile as she thrust out her chest and ass as she spoke, “And you’re the pilot?” “Oh yeah,” Chase answered. “Pilot and captain.” “So where’s your captain’s chair?” Kitty asked with a raspy voice. Chase grinned and leapt into the pilot’s chair. “Right here, babe,” he said as he began fiddling with the dials. He was so engrossed he barely heard Kitty come up behind him. It’ wasn’t until she leaned over, stretching for the controls and rubbing her obviously braless tits against his arm that he stopped paying attention to the controls. Kittly slid her tits against Chase’s arm as she stood up to his side. She walked in front of him and bent at the waist, pretending to look at the consol, her tight rear-end nearly touching his face. “Does it stear using a console or a stick?” Chase couldn’t answer. He could feel the heat coming off of Kitty’s groin. Kitty stood back up and lifted her leg over Chase, straddling his knees while still facing away from him. “Let’s find out,” she said as she lowered herself down and sat on his lap. She could feel his steel hard cock pressed in between her ass-cheeks. “Mmmm…” she moaned. “I knew it would be a stick.” Chase was stunned, he couldn’t move, he couldn’t speak. All he could do was moan slightly as the sexy X-Woman sat on his stiff pole. Kitty braced herself against the consol and began rolling her hips back and forth, rubbing her ass against Chase’s hard prick with her sudden lap dance. Her hot pussy throbbed at the feel of his cock pressing against her and her nipples sizzled as the hard nubs rubbed against the inside of her leather costume. He couldn’t move. Didn’t dare move. Whatever witchcraft had caused Kitty to suddenly begin giving him a lap dance, Chase was to afraid to accidentality break the spell. Kittly loved the feel of the slick leather of her costume rubbing across Chase’s erection and could have probably spent all afternoon continuing rubbing herself against him but something in the back of her mind spurred her on. She stopped her gyrations and leaned back against his chest. “Don’t you want to touch me, Chase?” she asked as she stared lustfully at him from over her shoulder. “I… Uh… I’m…” Chase stammered. “Here,” Kitty whispered. “Let me make it easier for you.” She braced herself on one leg and slowly raised her other leg up until her knee was parallel to her head. She used her hands and the leg on the floor to slowly spin herself around, her ass twisting on top of Chase’s dick, the back of her thighs rubbing his shoulder. Now facing him she lowered her leg and now sat facing him with his cock throbbing against her hot cunt. “Step one,” she said as she smiled. Chase drooled. He had never seen such a limber girl. “And now, step two,” Kittly said as she gripped the front of her uniform and activated her powers. She pulled her uniform off completely with one tug, now sitting completely naked as she straddled Chase’s lap. “Ta da!” With a eyeful of firm superhero tit Chase licked his lips. He took a quick look at Kitty’s face and saw that she was grinning at him with malicious glee. His eyes slid slowly down, back to her chest, down her flat stomach to the perfectly shaved juncture of her spread thighs. Kitty reached between their bodies and began to quickly unfasten Chase’s jeans. She reached in and firmly gripped his cock and pulled it out as she began jerking on the hard meat. He gulped and looked at her grinning face. “So, what about that touching?” she giggled as he began to respond. His hands slid up her sides to her heaving chest and palmed her firm tits as she continued jerking him off. His thumbs slide over her excited nipples and caused her to shudder as his hands slid back down her sides. His hands slid around her, down her back and then cupped her tight ass. “Good touch, huh?” she giggled as he squeezed her muscular cheeks. “Wow,” Chase gasped out as he squeezed the horny X-Woman’s firm ass. He had never felt a ass this tight and the twin globes seemed to fill his hands perfectly. “Just… Wow.” Kitty giggled again at Chase’s complement as she lifted herself off of his lap slightly, positioning the tip of his prick at the entrance to her hungry pussy. “Ever wanted to fuck a superhero in your Captain’s Chair?” she said as she continued to giggle before impaling herself on his ridged prick. “Oh, fuck yes!” she squealed in joy as the hard tool filled and stretched her tight cunt. “Yes!” Chase gripped Kitty’s hard ass-cheeks and began to desperately thrust himself fast and deep inside of her sexy body. He bent his head forward and latched on to one of her firm tits, sucking on the hard, brown nipple and causing the horny girl to scream. “Fuck yes, Chase! Fuck me and suck my tits!” Kitty screamed. She held on to Chase’s head and shoulders since he was fucking her hard enough to launch her off his lap. She panted and moaned as he fucked deep inside her body and she could feel her juices splashing down onto his lap, his jeans stilled pulled up and scraping against the tender undersides of her ass and thighs. “Fuck, fuck, fuck…” she chanted as she was bucked, thrusted and pulled this way and that like a rodeo. Chase switched from tit to tit, his tongue trailing up Kitty’s chest and neck. He reached her face and thrust his tongue inside of her mouth, caressing her tongue and moaned as she began to kiss him back. Kitty placed her hands on either side of Chase’s face as they kissed and she raised her toned legs up, wrapping them around the back of his chair. She felt her passion rise and knew she was about to explode and wanted to make sure she wouldn’t get thrown off. Chase could feel his dick push deeper into Kitty’s sweaty body with her new position, it felt like he could be rubbing against the back of her belly button. He felt his balls tingling and tighten an instant before he came. He held onto the horny X-Man’s hips and pulled her tight against him as he thrust deep inside of her, his cock unleashing wave after wave of thick, hot cum. With the first shot of Chase’s cum splashing inside of her churning cunt Kitty came, screaming her pleasure into his mouth as she continued to tongue wrestle with him. His cum mixed with her juices and spilled out, covering his lap and the underside of her ass as she rode their orgasms. Their bodies tightened and her muscles coiled as wave after wave of pleasure coursed through them and they both moaned in pleasure. In the back of her mind Kitty heard and alien voice hiss, “More.” —– After his encounter with Miss Pryde, Wing knew what he had to do and he knew who his first partner would be. Stopping at the entrance to Cerebra long enough to type in the access code he walked in and saw the identical triplets Celeste, Irma and Phoebe, the Stepford Cuckoos. “Ladies, ladies, ladies! Am I glad to see you,” Wing shouted as he activated the security alarm on the door, turning on the psychic dampers. The Stepford Cuckoos had been originally quintuplets, all identical, all blonde, all with powerful psychic powers and all beautiful. All were dressed identically with light purple skirts and matching blazers over white blouses. They were once again working at Cerebra to locate any mutants worldwide and didn’t even turn around to acknowledge Wing when they spoke to him as one, “Is there anything we can help you with? Not all of us have as much… free time as other students.” Wing smirked, “Ignore me if you want,” he thought. “In a minute I’ll be the center or your world.” “Don’t mind me,” he said smugly to the Cuckoos. “I just have a message for Celeste. From Miss Pryde.” Celeste didn’t even bother to turn around as she spoke, “Are you sure Miss Pryde didn’t just tell you that to keep you from hopelessly following her around? She could have just used the comm system after all.” “I just do as I’m told,” Wing answered. “I have to give the message to Celeste. In private.” “Humph,” the three girls said as they all turned around as one. “As if Celeste won’t tell us the moment after she hears it,” Irma and Phoebe said at the same time and Celeste stared at Wing like he was something she had just scraped off her shoe. “Like I said, I just do as I’m told,” Wing said with a shrug and a cocky smile. He bowed and gestured dramatically at the door. “M’lady.” “Humph,” Celeste said as she walked away from her sisters, passed Wing without even looking at him and strutted out the door. Wing leered at Irma and Phoebe for a moment before joining Celeste in the empty hall. Celeste crossed her arms under her breasts and cocked an eyebrow at Wing. “Well? What’s the message?” Wing shuffled up to her, not even a arms reach away. “Don’t you know? Can’t you read my mind?” “Eww,” Celeste said in disgust. “Why would I want to read your sweaty mind. You’re probably just day-dreaming about Miss Pryde again.” “I figured you couldn’t do it without your sisters,” Wing said dismissively, taunting the lone Cuckoo. Celeste turned her nose up at her classmate. “You just want me to massage your brain. I’m not amused and I’m not falling for it.” Wing waved his hand dismissively at Celeste again and made like he was going to walk away, “OK. Whatever.” Scowling at Wing’s back Celeste used her mutant power to read his mind. “I’ll show you ‘whatever’. I’ll show you…” her voice suddenly dropped off as a sliver of ice ran from his mind to hers. “Show you… what are… what are you showing… what is that?” Wing suddenly spun back around and gripped Celeste’s shoulders, slamming her against the wall and thrusting his tongue into her mouth. As he roughly kissed the beautiful young girl he braced one of his forearms against her chest, pinning her to the wall and reached his other arm down between their bodies. He gripped the hem of her skirt and yanked it up to bare her panty covered crotch. He shoved his hand into panties and palmed her small pussy, drawing a moan from the shocked girl. Celeste half-halfheartedly tried to shove Wing away and beat at his chest. She could feel whatever was in in his mind creeping slowly into hers, filling her, invading her contaminating her. Her pale nipples hardened as she thrust her suddenly wet pussy against his questing hand and opened her slender, white thighs to give him easier access. Wing broke the kiss as Celeste moaned in pleasure and smirked at the helpless girl. “What were you going to show me, Celeste?” he whispered as he licked her face from her jaw to her temple. “Was it this?” he asked as he thrust his middle finger deep inside of her tight pussy. The power he felt over dominating this normally cold, snobby, beautiful girl made his cock painfully hard as he relentlessly finger fucked her. He pulled his arm from her chest and gripped her blouse, pulling it out from her skirt. “Or maybe these?” he said as he yanked her blouse up to reveal her medium sized, bra covered tits before burrowing his face into her creamy cleavage. Celeste began thrusting her hips up against Wing’s finger, fucking herself against his hand. With her last bit of will she reached telepathically for her sisters’ minds but was unable to penetrate the psychic shields surrounding Cerebra. “Who activated the security shields,” she wondered as she moaned in unwanted pleasure as Wing pulled the cups of her bra down, freeing her tits as he began palming one of her firm breasts and sucking the hard nipple of the other. She had one last chance. She opened her mind to search for Ms. Frost, what she found was a mental image of her favorite teacher sitting at her desk being serviced by all of the students in her class. Ms. Frost had one of the students, Hisako, spread eagle on her desk and alternating between talking to her and lapping away at the young girl’s gushing pussy. There was no help for her, she was on her own. And as Wing pressed his thumb against her hard clit, sending her into orgasm, she knew that she had lost. Wing shoved his middle finger as deep into Celeste’s tight cunt as far as he could and pressed his thumb against her clit, making her cum. He could feel her already tight pussy clamp down on his invading finger as her juices gushed out onto his hand. He felt her body twitch and shudder as she bit her bottom lip, trying to silence her cries of pleasure. He grinned in pride and power at having made the normally cold-hearted girl cum for him and then released her body, letting her fall to her knees. As her orgasm subsided and her thighs stopped twitching, Celeste looked up at Wing, first at his face and then to the obvious bulge in his pants. She unconsciously licked her lips. Wing looked down at Celeste. He had chosen this sister at random, either of the others would have worked, he had just wanted to crack the icy vanity of the snobby sisters. They always acted like they were to good for everybody and he had just made one of them cum. Now it was his turn. “Well,” he sneered at his young classmate, with her skirt pulled up around her waist, her panties dripping with her arousal, her firm tits exposed and heaving. “You’re a telepath. You know what I want.” Even as infected as she was Celeste had to steel her resolve. Even as horny as she was she still wouldn’t have chosen Wing to have sex with. But she was horny, he was hard, and she needed it. She licked her lips and looked up with a doe-eyed expression as she ripped open his jeans, revealing his hard cock. “Please, Wing. Please, let me suck your cock. Please fuck my mouth and make me swallow your cum,” she said, knowing it was what he wanted her to say. Wing gripped the base of his dick and the back of Celeste’s head as he sneered, “Take it, you snobby bitch!” He thrust himself into her mouth, stretching her pink lips, sliding over her wet tongue, and into her warm mouth. He quickly gripped both sides of her head and began jack-hammering into her beautiful face, his cum filled balls slapping against her chin. He had never dreamed of just taking a girl like this; on her knees, begging for his dick. He yelled in triumph and buried himself balls deep into her mouth, feeling her throat ripple around his shaft as she gagged. Celeste beat at Wing’s hips as he choked her with his cock. For a moment she thought about biting down on his thick meat but she decided she wanted his cum more. Wing wrapped Celeste’s long hair around one of his fist as he quickly pulled his cock out and began jacking himself off. He aimed his throbbing prick at her face and came, erupting over her face, covering her in his thick cum. As his cock finished spewing it’s load on her he used his dick to rub his warm seed around her face and hair, grinning like a mad-man the entire time. “Fucker!” Celeste yelled out and punched Wing in the stomach. He bent over and fell against the wall with his cock still hard and pointing straight at her. “You ruined my make-up!” Wing chuckled, “You look better this way.” “Simpleton,” Celeste said as she stood up, removing her panties and straightening her skirt. “My sisters will know something is wrong from across the room. You were, of course, planning on taking all of us, correct.” “Um, yeah. Yeah, of course,” Wing stammered. He actually hadn’t thought that far ahead. Celeste glared at Wing over his obvious lie. “Simpleton,” she muttered as she tucked her tits back into her bra and straightened her blouse. She decided her panties were far to damp to use and held out her hand to Wing. “Your shirt. Hand it here,” she ordered. Wing took off his shirt and handed it to the cum stained girl. “So, my plan about your sisters…” he started to say before trailing off. “You had no plan, you moron,” Celeste said as she wiped the last of Wing’s cum from her face with his shirt. “Luckily I do. When you see me take care of Phoebe, you take care of Irma.” “Um, which one is…” “Irma was on the right,” Celeste sighed. “Right, yeah. I knew that,” Wing mumbled. “Let’s go,” Celeste ordered as they walked back to the entrance to Cerebra. As they entered and the door closed behind them Wing once again activated the security system as Celeste made her way to her sisters. Both girls looked up as their sister approached. “You were gone awhile,” Phoebe said. “Where’s Wing’s shirt,” Irma asked. Immediately Celeste unleashed her powers on her sisters, filling them with the same lust and corruption that had filled her. As she and Wing approached them she could see the effects were immediate as their breath caught in their throats and she could see their nipples harden beneath their matching blouses. Both startled girls looked blankly at each other as Wing and Celeste grabbed them. They gripped both girls by the shoulders and held them firmly as they kissed them, forcing their tongues into their mouths. Celeste pulled Phoebe to her and felt her sister melt against her, their firm breasts pressed together as Celeste pushed her hot groin against Phoebe’s. Phoebe’s arms tentatively wrapped around Celeste as Celeste’s hands slid down Phoebe’s back to cup her ass-cheeks. Wing released his kiss with Irma and slid behind her, pressing his once again hard cock against her firm ass. He licked and kissed her neck as she stared in shock at her sisters kissing and groping each other. He ripped open her blouse and scooped her pale tits out of he cups of her bra. Celeste gave Phoebe’s delightful ass a quick squeeze before shoving her sister against the control console. She got down on her knees and quickly yanked down Phoebe’s skirt and panties, baring her glistening pussy. Celeste licked her lips hungerly as she stared up the length of Phoebe’s body to her confusion filled eyes. She blew lightly on Phoebe’s wet pussy and smiled wickedly as her sister shuddered. Standing behind Irma Wing pulled her blouse down her arms as he got down on his knees. He threw her blouse haphazardly over his shoulder and began yanking down her skirt and panties. With her firm ass exposed Wing gave each pale cheek a quick peck followed by a long, warm lick. He grinned as he heard her moan in pleasure and began yanking down his pants, freeing his cock. He squeezed and kneaded both of her firm globes as he watched her sisters from between her spread legs. Celeste gripped both of Phoebe’s slender thighs to spread them open and began nuzzling the hollows between where her thighs met on either side of her heated pussy. She wished she had more time, to draw the incest out, but there was no telling when someone could come down to Cerebra. Wing yanked down on Irma’s arms, bringing her down to the floor with him and rubbing his prick between her pale ass-cheeks. She didn’t even resist as her eyes were locked on her sisters and what they were doing. As Wing bent her over she braced herself with her hands and knees and he raised up behind her, placing the head of his prick at the entrance to her wet pussy. She felt him take a moment to admire her up thrust ass before turning his attention to Celeste and Phoebe, there was no way he was going to miss the show either. Celeste nuzzled her nose between the delicate folds of her sister’s dripping pussy before giving a long lick to each of her swollen labia. Phoebe moaned out and gripped the sides of Celeste’s head as Celeste smiled wickedly and used the fingers of one hand to part Phoebe’s puffy lips and leaned forward. She took a deep breath and then thrust her long tongue deep inside her sister’s hot cunt. As Celeste penetrated her sister with a quick thrust Wing penetrated Irma. Her tight, hot, wet pussy gripped his hard prick and he threw his head back in bliss. Taking a moment to enjoy the feel of another snobby bitch wrapped around his cock before looking back to Phoebe and Celeste he began to pull back slowly. At first he used long, slow, deep strokes causing his young classmate to moan and shudder, but the sight of the other two girls excited him to much. He gripped Irma’s slender hips and began fucking into her harder, faster, his own hips a blur as his tongue lolled out of his mouth. Celeste worked at her sister’s delicate pussy, enjoying the moans escaping form Phoebe’s mouth. Her sister’s pussy tasted sooo good and she couldn’t wait to see if Irma tasted just a sweet. And image of all three girls locked into a daisy chain while Wing was tied up, helpless to join in or even touch himself, flashed through her mind. It seemed she had just planned her afternoon. —– Emma looked at the clock and saw that the class was barely half over. “She must have by now,” she thought as she watched the orgy currently happening in her class. She was completely nude except for her boots and gloves and strummed her fingers on her desk. She was taking a break this hour, simply monitoring her students fucking themselves into a frenzy as she gave the occasional helpful tip. When Emma had delved inside of Hisako’s mind and saw her crush on Logan, Emma knew she had a way of distracting him from what she was doing. Not that she wanted to. She desperately wanted him, or anyone, to find out what was going on, to stop her, to help her. But some alien force wouldn’t let her. Emma brought Hisako to the front of the class, first having the naked Asian girl lick her pussy until she screamed in pleasure before implanting 2 psychic commands in her young student’s mind. Both commands guaranteed to keep Logan from finding her or stopping her. —– Logan crouched low and sniffed the floor. The kids had trampled and mixed the scents and now, after the kids’ lunch hour, it seemed there were dozens of new scents. Hormones, sex, fucking, the halls were awash in the scents. But from where? Where was the source? Crouched low he made his way down the hall, closer and closer to Emma’s class room. A whispered voice suddenly brought his attention back the way he had come, “Logan.” Logan peered down the hall a saw a glimpse of a red haired woman in a white gown glide around a corner. “Jeanie?” he whispered before running down the hall. He knew it wasn’t her, Jean Grey had died months ago. He also knew he loved her. He knew he loved her only because of his childhood love, Rose but he loved her nonetheless. He knew it couldn’t be her. But he loved her. As he reached the end of the hall Logan saw that Jean was at the far end of the juncture, stepping up onto the stairs. Her scent filled his nose as he heard her whisper, “Logan.” As he leapt down the hall and peered up the stairs he saw were turn towards the staff quarters before disappearing. He made his way up the stairs and saw her now towards the end of the hall, entering his room. Logan crept down the hall towards his room, moving slowly, scenting the air for hidden dangers. His door was closed now and he slowly opened it and entered. She was there, holding her arms out towards him, whispering his name, “Logan.” Her red hair flowed around her, her body wrapped in a gauzy, white simi-transparent gown. He could clearly see her hard, pink nipples sitting high on her large C-cup breasts. She was standing at the foot of his bed with her arms held out to him, waiting for him as he looked up from where her feet peeked out from her grown. Through the transparent material of her gown he could see her long legs and where they met at the reddish juncture of her groin. “Jeanie?” he whispered as he closed the door. “Professor Logan,” Hisako moaned in lust as she held her arms out. “It’s me, Professor. I need you.” “Jeanie?” Logan whispered again as he approached her. “Yes, Professor Logan. It’s me, Hisako.” “I thought… I saw… You died,” Logan said as he looked up into Jean’s beautiful face. Hisako licked her lips in anticipation. “I haven’t been hiding, sir. I’ve just been waiting. Waiting for you to notice me.” “I’ve missed you so much,” Logan said with tears in his eyes. “I want to kiss you, too,” Hisako replied. Logan reached around Jean, holding her nearly naked body to his. He leaned in and kissed her before whispering, “I’ve wanted this for so long, Jeanie.” Hisako ran her hands across Professor Logan’s broad chest. “Me too, Professor Logan. Me too.” Their lips met again more passionately as their tongues met. His hands slid up and down her back as her fingers traced up and down his thickly muscled arms. Logan reached down and caressed Jean’s smooth thighs up to her firm ass as she moaned into his mouth and she rubbed her large tits against his chest. He felt her tugging his shirt up and took a step back. He gripped his collar and yanked, tearing his shirt from his chest. He licked his lips as he watched Jean’s gown fall magically from her body, leaving her completely nude. Hisako leaned forward and began kissing Professor Logan’s chest, running her fingers against his hard abs. “Oh, Professor Logan,” she moaned again and again as she kissed her way down to the tops of his jeans. Logan held Jeans shoulders and brought her up, away from his groin, “No, Jean. I”ve been waiting for this for to long.” Hisako nodded nervously and let Professor Logan push her back onto his bed. He laid down on top of her and she could feel the hard bulge between his legs as he kissed her deeply. He broke the kiss and made his way down to her chin and up to her earlobe, causing her to shudder in pleasure and anticipation. He kissed and nibbled at her neck as he made his way to her heaving chest and her small, firm breasts. First he kissed one hard, brown nipple, flicking it with his tongue before kissing his way to her other breast and she moaned in pleasure of her dream come true, “Oh Professor Logan.” Logan heard Jean moan his name as he teased her large tits and rosy pink nipples. He continued kissing his way down her body and lightly tongued her belly button as he made his way lower and lower. He placed her long legs over his shoulders as he reached their juncture and licked his lips at the sight of her wet pussy. He kissed each puffy, delicate lip, enjoying the taste of her as he began softly kissing around her pussy and trailing his tongue across her sensitive flesh. Hisako screamed out in excitement, “Professor Logan!” as she suddenly came. She yelled out again as she felt the Professor begin to lap at her gushing juices and gripped his head tightly as she locked her thighs around his head. She humped her hot vagina against his face as she came, a tidal wave of pent up sexual frustration finally released. Her head rolled back and forth as her body shook and absolute pleasure rocked through her. She froze for a moment, her body locked tight as her orgasm washed through her and then receded like a wave. She released her hold on his hair and collapsed back, her muscles feeling as if they had suddenly turned to jelly. Logan looked up the length of Jean’s body as it gleamed with sweat, her large tits swaying back and forth on her heaving chest as she came down from her high. He undid his pants, pulling them down and then kicking them off as he climbed up her beautiful body. When he reached her quivering tits he gave one a playful lick and caused her to moan out again. Then he reached her beautiful face and he kissed her deeply before looking deep into her eyes. “I’ve waited for you for so long, Jeannie.” Hisako could feel Professor Logan position the tip of his hard penis at the entrance to her dripping vagina. “Me too, Professor Logan. Please make love to me. I need to feel you inside of me.” Sliding in slowly, wanting to savor the experience he’d waited so long for, Logan pushed his hard cock into Jean’s tight pussy. “So tight, Jeanie. Sooo tight,” he moaned on his thick cock slowly parted and stretched her tight walls. “Pro… Pro… Professor…” Hisako groaned as the pressure built between her legs. None of the boys in class had been this big, this thick, it felt like he was trying to shove a actual pole inside of her tight hole. The pressure was incredible, almost to the point of pain but even that felt good. She never dreamed it could feel like this, so much delicious pain she felt like her hungry pussy could snap. “So good, Professor Logan. Sooo big. You feel so good inside of meee…!” she screamed as he finally bottomed out inside of her and she came again. Her tight cunt squeezed down along the length of his shaft and she could feel her juices squeeze out from between their bodies. “Oh, Jean,” Logan gasped as he felt Jean cum. He held himself still, letting her enjoy the orgasm he was finally able to give her. He’d fallen in love with her the moment they’d met, and even though she was with Cyclops at the time, Logan knew that she wanted him. He’d been crushed after her death but now fate, it seemed, had given him a second chance. As Jean’s orgasm subsided Logan pulled his cock back slightly before pushing back in, wanting to fuck her as deeply as he could. He felt her raise her hips up to meet him as he began fucking her slow and deep. “Oh God, Professor Logan,” Hisako groaned in lust. Just as her first orgasm wound down she could feel herself beginning to build again. She wrapped her slender legs around Professor Logan’s clenching ass as she fucked back against him. “Oh God, Jean,” Logan groaned out. His passion was building slowly and turning to lust as he began fucking Jean faster, harder, wanting to cum inside of her hot cunt. His heavy balls slapped against her ass-cheeks as he worked his rigid tool in and out of her. He bent his head down and caught one of her hard nipples between his teeth and started sucking hard as he lashed it with his tongue. As Professor Logan began licking her nipple Hisako felt herself peak again. “Oh Yes! I’m cummming!” she yelled. Logan released Jean’s tit and roared like a animal. He slammed his hips down, burying himself as deep as possible inside of her spasming cunt and erupted, his thick cum filling her spasming pussy. Logan yelled, “Jean!” at the same time Hisako screamed out, “Professor Logan!” before he collapsed on top of her. They lay there together, holding each other tight, basking in the afterglow. Hisako closed her eyes and purred in contentment until she heard Professor Logan start snoring. “Huh?” she gasped. “Is he asleep?” she wondered. With great difficulty she managed to push him off of her and onto his back. “He is asleep,” she thought to herself. “Is that normal?” She looked down the length of his nude body and licked her lips at the sight of his cock, still hard and laying against his lower abdomen. “Must be his healing factor,” she said as she opened her mouth and bent down. Logan awoke with a start. “Wha? Huh?” “Ah, Logan. You are awake. It is such a beautiful day for a nap. Would you care for a refreshment?” Logan looked around to find his friend and fellow X-Man Ororo Munroe, the mutant Storm, approaching him with a can of beer. The tall African Queen had her white hair shaved into her foot long mohawk again but what had actually caught his attention was the fact that she was completely topless. Her large D-Cup breasts swayed with every step and were capped with hard, chocolate brown nipples. The only thing she was wearing was the tiniest thong, blue bikini he had ever seen. “Or perhaps something’ stronger, sugah?” Logan looked to his other side and saw another teammate, Rogue, sauntering up to him. She was equally topless, her B-cup tits jiggling with each step. She too wore a equally skimpy bikini bottom, her chestnut brown hair with a large white stripe flowed behind her. Logan looked around him; he was currently laying in a lounge chair at the pool behind the Mansion, surrounded by his friends and teammates and for some reason only the females. He could see Kitty and the Asian mall-rat Jubilee, both topless, applying sunscreen to each others’ chests. A flash of purple caught his attention and he saw the Asian telepath/ninja Psylocke, just as topless, working on a Martial Arts routine. Emma was there, completely naked and feeding grapes to the equally naked, blue skinned, shape-shifting villain named Mystique. Off to the side of the group was his teenage female clone X-23, called Laura. As the two, nearly naked, women stood next to him Logan looked up, barely able to see their faces from the undersides of their firm tits. “Beer and a whiskey sounds just fine.” —– “Fuck Yes!” Ms. Frost screamed out in pleasure. The young male student working his cock between her legs kept up hs blistering pace, his hips a blur as he fucked his hard prick into his hot teacher’s tight pussy. His head was bent forward, enveloped in her creamy cleavage as he nursed at her large, jiggling tits. She had kept him from cumming for the entire length of the class and he felt like his balls were about to explode. Emma had telepathically ordered the rest of the class to clean and dress already but had kept this one student to herself. Every time he was about to cum she used her powers to transfer his orgasm to herself, keeping the student from cumming but giving herself one orgasm after another. Every time she came her mind cleared until the strange force pulled the energies from her like a vampire and she was forced to act again. She had grabbed a cell phone from a student earlier and just as another orgasm started for her she tried to dial. “S.H.I.E.L.D. co… comm… command,” Emma panted into the phone. A tinny voice answer the phone. “Need… Need… Nick Fury,” she groaned and the voice spoke again. “I know… Know… this isn’t a… isn’t a bloody barber… barber shop! Just… Just put… Fury on… On the… Bloody phone!” she yelled as she came again and the voice on the other end of the line cursed at her and broke the connection. Emma screamed in frustration as she threw the phone. Only one more chance. Agent Brand. Brand had an empathic alien working on her staff and perhaps Emma could reach out for help that way. As the boy pummeled away inside of her she concentrated, dividing her mind. She concentrated on the boy’s pleasure as he live out his fantasy of fucking the great and powerful White Queen. She concentrated on her own pleasure as the boy jack-hammered his hard cock deep into her wet and hungry pussy. She concentrated on avoiding the strange intelligence that ate away at her orgasms and forced her to remain silent. And she concentrated on her mutant powers to create a telepathic “Bullet” of information to aim at Agent Brand’s empathic agent. The boy couldn’t believe his luck, every male student in school lusted after Ms. Frost. With her long legs, tight ass, small waist, large tits and her choices of skimp outfits the hot teacher looked like a alabaster porn star standing in front of the class each day. And today, today all the students had filed into her class room and sat down like every other day when suddenly she was naked. Simply, gloriously naked. She had smirked at the class and simply announced, “Everybody dog pile on Auntie Emma.” There was no hesitation, the entire class had suddenly stripped and leapt at their naked and obviously horny teacher. Everybody, boys and girls, had gotten a turn with her hands, mouth, tits, ass and cunt and now it was his turn. His turn to drill his hot, horny sexy teacher and fill up her tight, wet, hot pussy. If only he could cum. He wanted to cum. Needed to cum. His cock and balls ached with the pressure to erupt. But he just couldn’t do it. He grunted in despair and desperate need, slamming his hips against Ms. Frost, burying himself deep inside of her, sure he was finally going to cum. Then he suddenly slipped, losing is grip on his sweaty teacher’s gleaming body. As Emma’s student fell on top of her, his cock buried itself inside of her at a new angle, stretching her pussy in a new and unexpected way, his groin sliding against her inflamed clit, causing her to lose her concentration for a moment. She came hard, releasing her hold on the boy’s mind and letting him finally cum, his hot seed erupting inside of her spasming pussy. As her orgasm rocked through her trembling body she felt the strange entity at the edge of her mind forcing her to destroy her telepathic message. With her last bit of self-control she tried to save the message but it splintered, part going towards the alien agent working for Brand and the other part to the only man she could trust to save her. Scott Summers. —– “Emma!” Scoot shouted out in panic from his desk, his overly analytical mind quickly assessing the situation. Emma had obviously used her psychic powers to steer him away from the classroom earlier and forced him to come to their office to get him out of the way, and now she had sent him a call for help. Her psychic call was a jumbled mix of sweaty, sex filled images that at first angered and confused him but he sensed, at their core, a desperate plea for help. Scott quickly grabbed his visor and replaced his usual ruby quartz glasses with them, ready for battle. He quickly ran to Emma’s class room and then slowed down, cautiously listening before getting ready to enter. He heard nothing. No voices, no sounds of struggle. With the small size of the classroom he only had one way to approach. He crouched low to the ground, took a deep breath, flung the door open and rolled into the room ready to leap to his feet and blast his unknown opponent with his eye blast. He never made it to his feet, the sight of Emma licking cum off the tip of one of her student’s erect cocks left him floored, literally. “Mmmm. Hello, Scott,” Emma purred before whispering a simple command backed up by her telepathic powers. “Dream.” “What, exactly, is going on, Emma?” Scott asked. “We’re enjoying a afternoon off for once,” Emmas said as she walked up behind him. She bent down and kissed his cheek as she placed a tall glass of lemonade on the patio table in front of him. She sat on the wicker chair next to him, her long legs wrapped in a pair of shorty shorts that rode up high as she crossed her legs. She flattened down the front of her gauzy blouse that was so transparent that if her nipples were any darker they would have been clearly visible. “Or aren’t newlyweds allowed to enjoy a lovely Alaskan afternoon?” Scott took a swallow of his sweet lemonade as he stared at his wife’s luscious body. “No, no. We do,” he agreed. “You got that right, mister,” Jean said as she came up behind the couple and sat down on the other side of Scott across from Emma. “Us newlyweds deserve a afternoon off.” Scott and Emma looked appreciatively at Jean who was wearing shorts longer than Emma’s but was also wearing a flannel button up shirt tied in a knot beneath her braless tits. “I agree,” Emma said as she looked at her with while she took a drink of her lemonade. “Anymore of that?” Jean asked her husband while staring at their wife. “I don’t know,” Scott answered. “Emma?” Emma took another sip of her drink. “I’m afraid not,” she grinned mischievously at her wife and husband. “Then what’s Jean supposed to drink?” Scott asked Emma while trying not to smirk. Jean sat down in her chair and pouted at Emma. Emma smirked as she took a long drink of her lemonade. Keeping the last mouthful of the ice cool drink in her mouth she stood up and walked over to Jean. She bent down and put her pale lips to Jean’s and opened her mouth slightly, letting the cool liquid flow into her wife’s mouth. As Jean swallowed Emma slid her hand into Jean’s shirt, caressing her plump tit and playfully squeezing the rapidly hardening nipple with her cool fingertips. When her mouth was empty Emma broke the kiss and stared deep into Jean’s eyes, continuing to lustfully play with her heavy breast. “How did that taste?” Emma asked. Jean smiled and stared deep into her wife’s eyes. “More.” Scott quickly downed his own lemonade, sure he was going to need the extra fluids. —– Logan nursed hungerly at Ororo’s large tits, he bit, nipped and licked the hard nipples as she held him to her chest and he used the thick fingers of one hand to stroke her hot, wet pussy through her bikini bottoms. His other hand held the back of Rogue’s head as she sucked noisily at his hard cock, her head bobbing up and down as she struggled to take his thick shaft between her tightly stretched lips. Storm moaned appreciatively as she coated her free tit in whiskey and let him switch over to it. Kitty and Jubilee were now at the foot of Logan’s lounger, both naked, on their knees, kissing deeply, pressed chest to chest and tit to tit, their hands each working hurriedly between each others’ legs, their juices dripping down to the warm cement. Off to one side Logan could barely see Mystique on her back and having grown an impressive sized cock. Emma was currently riding the thick tool, their large tits jiggling with each downwards thrust. Mystique raised her hands up and began squeezing and massaging Emma’s large breasts and causing both of them to moan out loudly. On Logan’s other side Psylocke and X-23 had their long, sexy legs wrapped together, mashing their hot pussies together as they humped up against each other. It had started as a fight with each girl taking playful swats at each other and “accidentally” stripping off their tiny bikini bottoms. Logan had smiled when he saw that Psylocke had dyed the little strip of pubic hair above her slit the same purple as her hair and X-23 was shaved completely bald. Rogue pulled her beautiful face off of Logan’s hard cock, dragging her teeth against his sensitive skin and causing him to shudder. As his body shuddered he sucked harder on Storm’s large, whiskey covered tit and caused her to moan out in lust. His vision was partial blocked by Storm’s impressive chest but he could see Rogue’s chest heave as she took a deep breath, her firm tits pushed out and rising high. She gripped the base of his swollen prick with one hand and grasped his hairy balls with the other. She winked at him and smiled as she opened her mouth wide and suddenly engulfed over half of his cock with one go. He groaned around Storm’s cocoa colored tits as Rogue began swallowing his prick. He used his hand to hold Rogue’s head as he thrust up with his hips, burying his cock in the sexy X-Woman’s throat. He could feel her throat ripple around his shaft as she continued trying to swallow him and causing him to bite down on Storm’s rubbery nipple as he uncontrollably bucked his hips again and came, shooting his thick load straight down Rogue’s tightly clutching throat. Rogue released Logan’s prick from her sucking mouth and jacked his shaft, letting the last few shots splatter across her face. Storm pulled her tit from his sucking mouth with a wet pop. She leaned over his body, her tits squashing against his stomach as she licked the cum from Rogue’s face and chest. “My turn,” she whispered to Rogue. Storm removed her barely there bikini bottoms, pulling the string out from between her thick ass-cheeks and straddled Logan’s lap, facing away from him. Logan heard Rogue say, “He should be lubed up enough, sugah,” as she removed her own bikini bottoms. Storm bent at the waist, giving Logan a eyeful of her luscious ass and gripped the base of his still hard prick as she answered Rogue, “My thanks for all of your hard work, Rogue.” Rogue winked down at Logan as she replied to Storm, “My pleasure.” She giggled softly as she reached down and reclined his lounge chair fully. Logan gripped Storm’s wide hips as she lowered herself down onto his throbbing cock as he held her steady while she placed the tip of his spit slick cock against the puckered entrance to her thick ass. He grunted as her tight ring engulfed his cock head and she continued lowering herself down, her tight ass slowly stretching around his thick dick as she moaned out from deep within her chest, “Oh, Logan. By the Goddess.” “Oh, ‘O,” Logan gasped as Storm’s unbelievably tight ass stretched around inch after inch of his thick, throbbing cock. “Oh, sugah,” Rogue said and grinned as she suddenly straddled Logan’s head and lowered her dripping cunt onto his face. “Oh, Rogue,” Logan gasped as he extended his tongue and pushed it as deep as he could into Hisako’s tight little cunt. “Oh, Professor Logan,” Hisako gasped as she began grinding her hot pussy against Professor Logan’s obliging mouth. Even asleep he knew what to do with his tongue as she gripped his dark hair and rolled her slender hips against his face. Her tight ass-cheeks clenched and relaxed as she humped against his lapping tongue, swallowing her sweet juices. She released her hold on his hair and palmed one of her small tits, tweaking the hard nipples as she used the fingers of her other hand to flick against her sizzling clit. Hisako threw her head back as she closed her eyes and screamed in burning pleasure as her orgasm crashed through her slender, twitching body. “Oh my God, Professor Logan! I’m cumming again!” she yelled as her toes curled. As Rogue’s juices splashed across his tongue Logan continued lapping at her delicious cunt and moaning in pleasure. —– Emma kissed Scott’s furrowed brow. “I’m sorry, Scott. But even if you don’t realize it you gave me the help I needed,” she said as she stood back up. She had telepathically commanded him to walk back to their room as he dreamed, oblivious to the danger they were all in. She and Scott shared a psychic rapport with each other, a kind of link from mind to mind. At the very least they were aware of each others’ emotional states and at the most they would occasionally think each others’ thoughts. So as he dreamed the lust filled dreams that she was feeding him, the strange entity was now feeding off of Scott, leaving her with a bit more freedom than before. Not enough freedom to call for help but enough to hide herself from it. She relaxed her mind and at the edged of her thoughts, even further away away than before, she could sense the entity. The White Queen smirked to herself as she quickly shielded her mind again before the entity could notice. The X-Men could be made aware of her situation now, aware that something was wrong with her and their suspicious natures would demand that they investigate, meanwhile the entity would be none the wiser. And were it to become suspicious she could make it appear that she was attempting to fight them using her psychic link with Scott, her bases should be covered. In the mean time, until the others became suspicious and tried to investigate, Emma would have time to investigate on her own, to seek out the strange enemy that had infected her and was infecting the school. If she found where the entity had hidden it’s physical body she and the others would have a clear line of attack. She redressed in her tight, white leather pants and bustier and snapped on her cloak. “May as well look the part of a hero if I’m going to act the part,” she thought as she frowned. Self-sacrifice had never been her strong suit. As Emma left Scott on their bed she made her way down into the hall of the school and let her telepathic abilities out ever so slightly. What ever had been done to her was very much like an infection and the students she’d infected were, in turn, infecting others. She could practically feel the lust and passion of the infected students caressing her skin before being sucked away and swallowed by the dark creature that had established a foot hold in her mind. And while her thoughts were clear her body still felt the siren’s call of lust. Her nipples sizzled as they rubbed against the inside of her top, her large tits ached with the need to be touched, her greedy pussy throbbed with the desire to be filled. All that passion, all that lust, all that too basic need was being drawn out of her and her students and Logan. She closed her eyes and concentrated. “Drawn down!” she gasped as her eyes shot open. Emma quickly made her way down from the school to the lower tunnels off limits to the students that only the X-Men used. The way was easier to sense in the nearly empty tunnels with less ambient interference. In only a couple of minutes she found herself at the entrance to the Danger Room. “It makes sense,” she thought, “It’s very nearly impregnable.” Her hand danced across the keypad but froze in midair as the door opened by itself. “And apparently unlocked,” she muttered as she took a moment to assume her diamond form, unfortunately cutting off her psychic powers, and slowly entered. As Emma entered the Danger Room she cried out in fear and shock as she was assaulted by pure chaos. There was no up, no down. She was one with everything and no where. There was no light but she could see everything through a murky gloom. She was screaming but had no voice. She threw up her arms and closed her eyes as the gloom causing her lack of sight filled her body. Some how she knew she was in the heart of a mountain the size of the sky and filled with storm clouds the size of mountains. “NOOOooo… ugh!” Emma screamed and then grunted as she was thrown to the floor. Her eyes shot open and she could see the Danger Room had returned to normal, a large cavernous area tiled with large black squares outlined in yellow. At one end she could see the window to the empty control room and as she looked to the other end she could see the alien dragon Lockheed, his eyes flashing with orange fire. Suddenly, from out of the floor the nude form of Kitty Pryde blocked her view of the dragon. “If Lockheed is the obvious source of the infection,” she thought as she rolled onto her back, “then it only makes sense Kitty was one of the first infected.” Emma noticed the wad of white clothing in Kitty’s fist and looked down at her own nude, glittering body. She looked back up at the furious form of Kitty standing above her and another plan began to form. She knew of Kitty and Lockheed’s instinctive rapport and knew that it must have been key during Kitty’s initial infection. Some sort of entity had infected Lockheed and used it’s rapport with Kitty to begin to infect others. The entity must have considerable psychic power if it was affecting her without either it or Kitty personally infecting her. And though there may be more powerful telepaths on the planet, not one of them had the skill of the White Queen. “Bugger,” she muttered under her breath on what she had to do next. “What’s the matter, Emma?” Kitty sneered. “Cold?” She threw Emma’s clothes to the side and relaxed her toned body, trying to appear casual. As a junior X-Man she had hated the evil White Queen of The Hellfire Club and now that Emma had reformed and joined the X-Men, Kitty no longer hated her but she certainly despised the woman. “I’m gonna enjoy this,” she gloated. Emma began to concentrate as she stood up. She may not have access to her telepathic powers while she was in her diamond form but she could prepare herself. And considering that Kitty never made any attempt to hide her feelings about her she knew what Kitty had planned. “I assume you stole my clothing in a effort to replace your lost dignity, Miss Pryde,” she said, trying not to give away any sense of emotion. “Nah,” Kitty said, walking just out of reach of Emma. “I’ve got some plans for your dignity, ‘tho.” Emma smirked, readying her mind. “Kitty, please. We both know that there is nothing I can do to you physically because of your powers or mentally because of my diamond powers. So can we skip the posturing? It’s beneath us both.” Kitty pretended to think it over for a moment. “’Kay,” she chirped before rushing Emma and wrapping her arms around her head. She ran her tongue along Emma’s cold lips and licked her jaw. “Mmmm, how long’s it been, Emma? How long since you last came?” Steeling her resolve Emma closed her eyes, trying to ignore Kitty as she prepared her mind. There was no way she could beat Kitty in a fair fight and no way was Lockheed going to let her leave the Danger Room without her becoming fully infected. The most she could do was prepare herself to lose. Kittly licked down Emma’s cold neck. “Twenty minutes maybe? I say no more than twenty minutes since you last came,” she said mockingly, licking between Emma’s rough cleavage. “Must feel like forever, Emma. Must feel like a eternity since you last felt a pair of warm, soft hands caressing you. A eternity since a warm, wet tongue tasted you.” Emma felt herself trembling. She couldn’t actually feel anything in her diamond form but Kitty’s words were echoing in her brain. As she kissed down the White Queen’s torso Kitty made sure to make loud, smacking sounds against Emma’s hard skin to let her know that her lips were against her diamond skin since Emma couldn’t feel anything in her current form. “Oh Emma. Don’t you want to feel my hands on you? My tongue inside you?” Gripping Kitty’s hair to keep her trembling body from falling Emma moaned out in lust. She shouldn’t even be able to feel this turned on in her diamond form but Lockheed’s infection was to powerful. Her nipples ached to be touched as her needy pussy gushed. “No!” she shouted, realizing that she had unconsciously transformed her body back into naked, luscious flesh. She felt the infection invading her and released her concentrated thoughts into the young woman’s mind an instant before losing control of her own body and cumming. Kitty smiled evilly as Emma came. She lashed out with one of her legs, sweeping Emma’s feet out from under her and forcing her to fall on her pale ass. She stood up and peered down at the vulnerable White Queen and snarled, “You’re mine,” as she leapt on top of Emma’s prone, trembling body. Emma didn’t even try to fight back, far to lost in lust and pleasure as Kitty attacked her. She wasn’t even concerned as Kitty pinned her to the ground and she wrapped her long legs around Kitty’s body. All she cared about now was the pleasure she felt as Kitty slid their groins together, scissoring their legs and humping against her greedy cunt. “Fuck me!” she screamed as Kitty touched her wet, gushing pussy. “Who’s the fucking queen now, Emma?” Kitty asked as she humped, rubbed and ground her cunt against Emma’s. She had been wanting to show up the snobby White Queen since joining the school and now was loving every wet, thrusting second of having her under her power. “Cum for me, Emma! Cum for your queen.” Emma thrust her traitorous pussy up to meet each of Kitty’s thrusts. She needed it, needed to cum, needed Kitty to make her cum. Her hard, little clit sizzled as Kitty road her and she felt her over heated body release. “Fuck Yes! I’m Cumming!” she shouted in pleasure as Kitty rode her like a pony. Kitty grinned with malicious pride as she forced Emma to cum for her. Lockheed’s eyes flashed as he felt Emma’s energies fill him. —– “No, really. I wanna show you something,” Chase said. He had Karolina’s door open just enough to poke his head through as he talked to his friend. Karolina smirked as she sat on her bed. She snorted at Chase’s excited puppy dog face. “What ever you got, Chase, no one else wants,” she giggled. Chase pouted from the door, “Please, Karolina. It’ll just take a minute.” Karolina broke out in laughter at the stupid face Chase was making. “Fine, Chase. Just hurry it up. After she gets back, Xavin and I are flying out to the lake with the others.” Chase came all the way in and closed the door behind him. “Sit up real quick,” he said, grinning like a idiot. “Fine, hurry up,” Karolina said as she sat at the edge of her be. “What’d you wanna show me?” “Ta dah!” Chase yelled out as he quickly pulled his baggy pants down, exposing his erect cock. “Surprise!” he giggled. “Wha…” Karolina began to gasp out before Chase leapt at her and quickly shoved his hard cock into her gapping mouth. He gripped the sides of her head and began thrusting himself deep into her mouth, stretching her pink lips, gliding across her wet tongue, driving into her clutching throat. Chase laughed without the slightest bit of maliciousness, he actually thought it was funny. “Wow, Karolina. For a lez you’re an awesome cock sucker. Ha!” He wrapped her long, blonde hair in his hands and used them as reins as he continued quickly pistoning into her beautiful face. “Glurg, ack, shlurp…” Karolina choked as Chase force-fed her his dick. She struggled at first, trying to push his hips away, trying to weakly punch his stomach and getting ready to use her alien power blast to knock him away before something occurred to her. She had always known she was gay and had never really had any interest about a man’s penis, the closest she had ever come, really, was Xavin and since she was a shape-shifter it didn’t really count. But Chase was just a regular male and she felt herself becoming curious. She stopped beating at his hips and used them to brace herself as she used her mouth and tongue to explore this new sensation. As Karolina began responding Chase shouted out in glee, “Oh yeah, Karolina! Work that pole, babe!” Karolina tried to ignore Chase’s misogynistic shouts as she used her tongue to slowly massage the underside of his hard cock. She sealed her lips around his thick shaft and began sucking tentatively rocking her head back and forth. It was a strange sensation and she began to respond even more to the utter taboo feeling of being a lesbian sucking on a guy’s dick. Her nipples hardened and she felt her pussy begin to warm and start to get wet, there was just something primal about it but she couldn’t pin it down as she felt herself become horny for it. She released his hips and ran one of her hands up underneath her loose T-shirt to begin toying with her hard nipples and began unfastening her loose jeans with her other hand. She moaned and cooed as her fingers toyed with her nipples and desperately wanted to get her other hand down into her pants. Chase didn’t even bother to try and control himself, he just laughed like a loon as he felt his muscles begin to tighten up and his balls began to tingle. “Who wouldn’t want to break in a first timer,” he thought as he thrust himself deep into Karolina’s mouth and throat, his balls resting on her chin as he erupted. “Fuck yeah, Karolina,” he moaned as he drained his thick, warm cum straight into Karolina’s tight throat. Karolina began to choke on Chase’s thick seed as it poured down her and began swallowing quickly, her rippling throat draining his cock. As he relaxed she pushed him away and watched as he tripped and fell over his dirty jeans wrapped around his ankles. “You fucker !” Karolina shouted. “You could have warned me that you were going to cum.” “Ha, sorry,” Chase giggled. “But the look on your face was priceless.” “Why you…” Karolina snapped back as she prepared to blast Chase in his deflated balls. “What the frel?” a voice shouted from out of the door way. Chase and Karolina’s heads snapped around to look at the owner of the voice, Xavin, in his male form with his fists ablaze. He looked remarkably similar in his male form as his female form but with short, black hair. “You attack my beloved?” he shouted as he stormed over to Chase. “Defile her?” Karolina quickly ran between Xavin and Chase. “No, Xavin. Don’t,” she pleaded as she tried to keep him from attacking chase. “It’s OK. He was just showing me something.” “What?” Xavin asked, perplexed. “You have shown no interest in males before.” “I’ll show you,” Karolina said as she quickly dropped to her knees. With the practiced ease of stripping Xavin many times in his female form she quickly had the crotch of his uniform open and pulled his soft dick out and quickly shoved it into her eager mouth. “Wha?” Xavin gasped, stunned at Karolina’s behavior. He’d used is penis in his a Karolina’s love making before but it had always been in his female form. “Oh. Oh my,” he groaned as he cock hardened under his betrothed’s talented mouth. As Xavin thickened and lengthened in her sucking mouth Karolina began using her hands to tug on his shaft as she worked him in and out of her mouth. Her mouth seemed to water at the taste of him as he glided in and out of her sucking mouth and she moaned in delight at the taste. Chase had watched a ass load of porn in his life but the sight of a live sex show quickly had his cock hard again. “Oh yeah,” he muttered. “Hey… Uh, Xavin. Why don’t you make it easier on her and get down on your knees?” Xavin didn’t even respond, not wanting to break the spell Karolina had on his dick. He gripped the sides of her head and slowly lowered himself to his knees, his beloved never even missing a stroke. “Mmmm…” Karolina moaned out, now able to take Xavin’s thick cock even deeper into her mouth. “God, I’ve missed out on years of sucking cock,” she thought to herself. She still had no real desire for men but the feel of a thick cock in her mouth sent shivers through her body and caused her pussy to ache. She took his cock out of her mouth and looked past it into his wide eyes. “Be a girl, Xavin. Be a girl but leave the cock,” she said before going back to swallowing the delicious tool. She had loved Xavin fucking her as a female with a cock and now wanted to swallow a female’s cock. Xavin used his enhanced strength to rip his uniform from his body before shifting into his female form. Her long, blonde hair trailed down her back, almost to her clenched ass-cheeks as her large breasts capped with hard nipples swayed on her chest. She ran her hands up and began squeezing and massaging her firm tits as she moaned and cooed in pleasure. “So good, my love. So, so good.” Karolina took a moment and released Xavin’s thick cock from her eager mouth, looking up Xavin’s beautiful body from underneath her throbbing dick. “You look so gorgeous, baby,” she moaned in lust and began sucking hungerly and at Xavin’s prick with a vengeance. Chase licked his lips at the trans-gendered sex show. His own cock seemed confused. There was no doubt that Xavin was a sexy female but he could not get over the fact that Xavin was born a male. Luckily the sight of Karolina’s up-turned ass cleared his mind. Karolina shivered as she felt her unbuttoned jeans being pulled down off of her ass. Xavin paid no attention to Chase, all of her attention was for her cock sucking fiance. “Wow,” Chase gasped as he stared at Karolina’s pale, creamy ass. “That is a nearly perfect heart shaped ass,” he thought. He quickly bent down and gave a long, slow lick to each firm cheek. “Xavin, you are one lucky guy,” he grinned before bending up and seeing Xavin’s large, jiggling tits. “Or… whatever.” He used one hand to spread his friends luscious ass-cheeks apart and his other hand to line his throbbing cock head up to the wet entrance of her hot cunt. “Oh yeah,” he groaned as he finally, Finally!, slid his cock into his friends tight, wet, hot cunt. He gripped her hips and began thrusting himself deep inside her beautiful body and threw his head back in triumph at finally fucking Karolina. “Mmmm…” Karolina groaned as she came, her eager pussy clenching tight on Chase’s cock as she sucked hard on Xavin’s. Tremors coursed through her sexy body as she was thrust back and forth between the cocks fucking her from both ends. As she came down from her orgasm she thought to herself, “Huh. A lesbian who likes cocks Who’da thought it.” —– In Logan’s dark bedroom Hisako screamed out in pleasure as she rode her professor’s cock to another orgasm. “Yes! Oh God, yes!” she shouted as every muscle in her body tensed and her cum drenched Professor Logan’s groin. She’d lost track of the number of orgasms he had given her or how many she’d given him. She rolled off of his prone body, her pussy sore from over use and toyed with her still hard nipples. Hisako looked over at Professor Logan’s slumbering face and then down at his glistening, cum splattered and still hard cock. She thought about taking his dick back into her mouth again for the umpteenth time but decided she still felt full from all the times she had already swallowed his cum. She snuggled up to his broad chest and decided that she needed a nap before riding him some more. —– In his dream Storm was on her hands and knees as Rogue lay underneath her lapping away at her gushing cunt as Logan fucked himself deep into the African beauty’s tight ass. His hips smacked her thick ass-cheeks wetly as he thrust into her again and again and knew that she was about ready to pop. He reached up and gripped her mohawk, yanking her up to sit on Rogue’s beautiful face as his other hand reached around her sweat slick body and roughly squeezed one of her large tits. Her hard nipple scrapped against his calloused palm as her brown flesh seemed to ooze between her fingers. “Yes, Logan! Yes!” Storm yelled out as she came. Her pussy gushed, filling Rogue’s mouth with her sweet juices as her thick ass clamped down on Logan’s hard cock buried deep inside of her. Logan kept himself buried balls deep in Storm’s round ass, his balls rubbing against her gushing cunt and Rogue’s now wet face. “’Ro!” he roared as he felt his cock explode, filling Storm’s sexy body with his thick cum. They both rode their orgasms together, their bodies locked together as bolts of pure pleasure shot through them. As the orgasms subsided Logan felt Storm’s body relax and lowered her down by her hair onto Rogue’s sexy body. He slowly pulled his softening cock out of her glistening ass with a pop, his seed spilling out as Rogue rose up to lick and swallow it all. “Oh my God! Help!” Logan heard and snapped his head to the side. Emma was nearly upside down, her body’s weight resting on her shoulders and neck, her large tits nearly covering her face as the giant villain known as the Juggernaut held her long legs wide open and prepared to plunge his monstrous cock into her tiny pussy. “Mystique, no!” Logan screamed as he flung himself at the Juggernaut, “You’ll rip her in two.” He slammed his shoulder into the villain’s back, causing the giant man to fall to the ground and freeing Emma. As the Juggernaut landed face down with a thud and then rolled over, assuming his natural shape as Mystique. “What do ya think you’re up ta?” Logan growled at the villainous shape-shifter. Mystique smiled coyly at Logan as Emma climbed to her feet, “Just teaching the ice queen a little lesson.” “I’ll teach you a lesson,” Emma said as she smiled evilly at Mystique. “Not a bad idea,” Logan agreed. Mystique tried to run but Logan grabbed her blue-skinned arm before she could take her second step. He yanked her arm behind her and twisted her around, her naked ass pressed against his now hard dick. In front of them the White Queen seated herself in Logan’s chair with her long legs spread wide. Logan noticed behind her Storm and Rogue were locked into a 69, eagerly licking at each other. “Let the lesson begin,” Emma said as she beckoned Mystique with a finger. “I don’t think…” Mystique started to say before Logan forced her to the ground, her head between Emma’s spread legs. She looked behind her at Logan, “You can lead a horse to water but you can’t make her drink,” she snorted. “We’ll see about that,” Logan said as he used one hand to hold Mystique down by pressing against her lower back and his other hand to grip the base of his cock to line himself up. With a sudden thrust he buried his dick balls deep into Mystique’s tight cunt, causing her to yell out in surprise. “Fuck!” Mystique screamed, right as Logan shoved her body forward, her open mouth against Emma’s waiting pussy. “Lick!” Logan ordered, fucking himself hard and deep into Mystique’s wet pussy, working out years of frustration at the woman. “Yesss…!” Emma hissed as Mystique began licking at her swollen, needy pussy. Logan could feel Mystique surrender. Surrender to being taken on all fours, his thick cock pummeling her cunt while she was forced to eat out the White Queen. He felt her surrender and she came, her blue body shivering as she was overtaken by the erotic stimulations. Logan and Emma grinned at each other as Mystique’s body trembled between them. —– “Hey. Hey! Wait up,” Wing shouted. After he’d take a turn with each of the Cuckoos they’d kicked him out of their bedrooms and then locked themselves in. He had mumbled angerly to himself as he walked down the hall until he happened to look out the window and spotted one of the Runaways. He grinned to himself and then flew out of the window as quick as he could, after all, what guy didn’t have a Asian fantasy. He flew closer to the slender girl. “You’re Nico, right?” Nico looked behind her as the boy landed a few feet from her. “Yes. And you’re… Wing, right?” Wing smiled as he held his hand out to her. “Yeah. Where ya goin’?” he asked as she shook his hand. “I was looking for Karolina and Xavin,” Nico answered. “They were supposed to meet me after lunch but that was a while ago so I’ve been looking for them.” Wing held Nico’s hand and pretended to think for a moment. “I’ll help you look,” he said. “It’ll probably be easier if we fly.” “I don’t really think… Ahhh!” Nico screamed as Wing yanked her off the ground and into the air. Wing shot up as fast as he could carrying the goth Asian girl. He wrapped one arm around her slender waist to hold her back to his chest as he began grinding his crotch against her ass, his free hand roaming across her small chest and he could feel her heart beating rapidly in her chest. “What the hell,” Nico wondered to herself. “Is the little pervert feeling me up?” She struggled against Wing’s wandering hands for a moment before deciding against it as she watched the ground retreating quickly below her. “I’m stuck.” Wing had wanted to impress Nico, woo her with his impressive flying skills, but her sexy body pressed against his was to much for him. He began just dry humping her tight ass as his hand flowed over her chest, palming and squeezing her small tits. He pulled her corset, or whatever it was called, down and began unfastening her blouse underneath. “Hey!” Nico shouted out as Wing slid his hand into her blouse and began pinching her nipples. “Stop it!” she yelled as she struggled briefly, causing her to almost slide out of his arms. “Whup…” Wing muttered as her nearly dropped Nico. “This ain’t gonna do,” he muttered. He released her plump tit and pulled his hand out of her blouse and began tugging up on her frayed skirt and yanking down her lace panties. “Hey, hey, hey!” Nico screamed as Wing pulled down her panties and they slid down her slender legs to the ground below. With her panties gone she could feel him tugging at her dress and she began struggling again as her pale ass was exposed. Suddenly he changed directions from flying straight up to flying parallel to the ground and leaving her bent over in his arms. “Oh fuck, No!” she screamed as one of her kidnapper’s hands went between her legs, his greedy fingers toying with her exposed vagina. “Oh yeah, Nico,” Wing said maniacally as he finally speared the goth girl’s tiny pussy with one of his fingers. Nico was tight and warm and as he plunged his finger in and out of her silky hole his other fingers crawled across the vulnerable outsides of her delicate flesh. In no time he could feel her pussy moisten and her breathing became shallow and rapid as her slender body responded to his touch. He pulled his finger out of her now ready pussy and took a deep breath to steady himself. “Got to time this just right,” he thought and then released the captive girl. “Ahhh…!” Nico screamed as she plummeted to the ground below. She tumbled in mid-air and began falling head first, her skirt finally pulled loose from her legs as the air rushed past her. Wing quickly tugged down his jeans, exposing his hard prick and then flew down after Nico. He quickly reached the screaming girl and flipped her over, sweeping her up until they were again parallel to the ground, he lined his hard cock up against the entrance to her small pussy then wrapped both his arms around her waist and then suddenly flew straight up. “Oh God!” Nico shouted as she was suddenly speared on Wing’s hard dick. Her entire weight held her to his prick, literally impaling her on his cock. She suddenly came, her slender body shaking and shuddering as unexpected pleasure rocked her nearly senseless. She had never felt anything like it, her tight cunt literally hanging on a cock, filling her in a way different from anything ever before, making her cum like never before. “Yes, Wing! Yes!” she screamed as she felt him tighten his hold on her small waist, thrusting himself into her before pulling out slightly and letting her body be pulled by gravity down onto his cock. “Yesss…!” she screamed in pleasure as her juices shot out of her clutching pussy and rained down on the ground below her. —– With practiced skill Agent Abigal Brand landed her space pod on the front lawn of the Xavier School and leapt out of the cockpit. She adjusted her green glasses and waved a stray strand of her green hair from her pony tail out of her face as she walked up to the front door, her green leather uniform stretched tight over her muscular ass and medium sized breasts. She started to knock and wasn’t surprised when the doors opened on their own right before she would have made contact. What did surprise her was the sight of Emma Frost casually sitting in a overstuffed chair nearly directly behind the doors. “Ms. Frost,” she said, habitually checking the entrance way for traps before entering. “Ms. Brand,” Emmas responded cooly with a slight grin tugging at the corners of her mouth. A sudden flash from Emma’s pearly white teeth caught Brand’s attention for a moment for some reason. “I was under the impression there was a emergency.” she said as she continued to look around and noted Emma was dressed more casually than usual. The White Queen was wearing a loose fitting, nearly transparent, white blouse tucked into white denim jeans. Brand unconsciously licked her lips at the sight of Emma’s clearly braless tits under her blouse, capped with hard, pale nipples. Emma uncrossed and crossed her long legs. “Disaster averted. I’m afraid I called you by mistake.” “I wasn’t aware the great ‘White Queen’ made mistakes,” Brand said as she pulled off the gun holster strapped across her leather wrapped chest. “Anybody can have a accident, Agent Brand,” Emma responded. “From what I know about you, Ms. Frost, most of your accidents are planned,” Brand said as she undid the utility belt from around her waist and let it drop to the floor. Emma licked her lips and once again uncrossed and recrossed her legs, letting the white sandles she was wearing dangle from her toes. “Perhaps it’s a fault of old age,” she said as she grinned. Brand bent over at the waist, the leather of her uniform stretched tight over her ass, and began untying her boots. “You certainly don’t appear old,” she said as she kicked off her boots. “In fact you seem pretty fit to me.” “You flatter me,” Emma said as she arched her back, pushing out her large breasts, her hard nipples clearly visible through the gauzy material of her blouse. “I may actually blush.” Brand reached up to her neck and began pulling down the zipper of her uniform and revealing her pale skin from her neck to her chest, over her well defined abs and barely an inch above her warm, moist pussy. “The White Queen blushing? I’d like to see that.” Emma chuckled coyly. “Then give me something to blush about,” she said breathlessly. Brand slide her uniform from her broad shoulders and slid it down her muscular body. Her firm tits were capped with hard, light green nipples that rose and fell with each breath. There wasn’t a ounce of fat on her well maintained body and she kept a small square of dark green pubic hair above her now glistening pussy. “I’d like to see that,” she said as she released her long hair from her pony tail. Completely naked she walked over to Emma as the White Queen spread her legs wide. Brand knelt down and ran her callused hands across the denim covering Emma’s inner thighs. “Mmmm…” Emma moaned in satisfaction as Brand ran her rough hands up and down her spread thighs. Brand could feel the heat coming from Emma’s hot groin and licked her lips as Emma’s moans became louder and louder. She reached up and began unfastening Emma’s tight jeans as Emma raised her ass up to help her pull them down her long legs. She looked at Emma’s wet cunt and licked her lips. She had one mission, make the White Queen cum and she approached it the same way as she did every mission, like a tactical strike. Emma scooted down in the overstuffed chair, bringing her tight ass to the edge of the cushion and smiled at her reflection in Agent Brand’s green glasses. Brand brought her fingers up to Emma’s now naked and wet cunt, using one hand to open Emma’s swollen lips and the middle finger of her other hand to slowly push into Emma’s tight pussy. As Emma moaned in pleasure above her Brand began sliding her finger in and out of her pussy and bent her head down and took Emma’s hard little clit between her green painted lips. Emma cooed and ran her fingers through Brand’s green hair as she continued to stare at her sexy reflection in the Agent’s glasses. Deciding that she had collected enough of Emma’s delicious juices Brand slowly pulled her finger out of Emma’s tight cunt. She placed her slick fingers at the entrance to the White Queen’s puckered asshole, released her hold on Emma’s clit and extended her tongue as far as she could. All at once she shoved her long tongue up Emma’s sopping cunt, strummed Emma’s clit with her thumb and shoved her finger up Emma’s tight ass. “Oh fuck!” Emma screamed as she suddenly came. Her body tensed and released as her pussy gushed during her sudden orgasm. She knew Agent Brand was a very direct person but she had never suspected that she was this direct in sex as well, she had been planning on drawing out their encounter more and enjoying it longer. Her orgasm raced through her like a train and kept rolling through her as Agent Brand’s talented tongue worked deep inside of her pussy. She never lost contact with her reflection in the agent’s glasses as she watched herself cum and rode out her orgasm. It wasn’t often she was surprised but she certainly was this time. Brand mouthed the alien Kree language with her tongue shoved up the White Queen’s gushing cunt. She never let up on her assault of Emma’s delicious cunt, enjoying the sight of Emma squirming underneath her mouth. “Yesyesyesss…” Emma screamed out in lust as orgasm after orgasm tore through her over and over again. She couldn’t remember the last time she had met such a talented tongue. And it was made all the more special watching herself cum in the reflection of Agent Brand’s glasses. It was to bad she already had plans for her, she would love to feel Brand’s tongue in her mouth or working on her tits. As Agent Brand continued her assault she wondered how Hank’s cock would feel in her mouth as she tongued the Skrull language along it’s length. —– Kitty watched all of the male students finish their stretching exercises and licked her lips as she watched them hungerly. Logan hadn’t showed up to teach his afternoon P.E. Class so she had eagerly taken over. She’d quickly put on a T-shirt a size to small for her to clearly show off her braless tits and hard nipples as well as a old pair of running shorts she probably hadn’t worn since she was 15. The shorts were stretched tightly over her ass and groin and had slits up the side that she’d ripped up to the waist band to give a clear view of her muscular thighs. As Kitty watched the boys file into the gym from the locker room she counted them off, 12 virile students with raging hormones, all for her. She’d ordered the students to start off with calisthenics and stretches and had enjoyed watching their young bodies so much that she’d decided to just have them continue through the whole class. By the end of her first Boys P.E. Class Kitty’s nipples sizzled and her wet pussy throbbed in need to be filled. She’d led the group of boys out of the gym to the door to their locker room and held the door open for them as she said, “Good class, guys. Way to hustle.” As the last of the boys entered the locker room, instead of closing the doors she counted to sixty and then followed them inside. “Good moves out there, guys,” she said as she casually walked into the group of boys, ignoring wide-eyed stares like it was the most natural thing in the world for her to be there. Kitty chose a locker at random and walked toward it, trying not to laugh at her students’ shocked faces. When she reached the locker she sat at the bench and began taking off her sneakers. “Way to move, guys. Way to hustle,” she said as she continued talking. With her sneakers and socks off she stood up and removed her tight T-shirt, her small breasts jiggling slightly. “Stick and move, guys. Float like a butterfly, sting like a bee,” she continued, trying not to break character and enjoying herself while pretending that nothing was wrong with a female teacher changing in front of her all male class. She gripped the waistband of her shorts and bent at the waist, sticking out her well-toned ass, and sliding them down her legs. “Way to do it for the gipper, guys. Way to show’em,” she continued as a dozen teenage boys ogled her toned body. She grabbed a random towel and flung it over her shoulder as she walked towards the showers, putting a extra swish in her step as her ass-cheeks bunched and relaxed with each step. As Kitty entered the large, communal shower her voice echoed off the white tiled walls, “Pain is just weakness leaving the body, guys. There’s no ‘I’ in ‘team’,” She turned on the shower and the large room quickly filled with steam. She turned around and saw the whole class in the entry way as she continued trying to appear completely normal. She grabbed a bar of soap and stood under the hot water, letting is cascade down her tingling body. “We played a good game, guys. Go, Home Team,” she continued as she wet her hair, letting it cascade down her graceful back. She could feel the warm water slide over her body, sliding between her firm breasts, slipping between her tight ass-cheeks, dripping over and down her wet pussy. Kitty took her soap and began lathering herself up as she continued talking to her students, “One more lap to go, guys. You’re in the home stretch now.” She lathered her body, stroking her firm tits, momentarily breaking character as she cooed when she pinched her hard nipples. She ran her hands down her firm body, over her tight abs, below her belly button to just above her wet pussy. Getting back into character she started talking to the boys again, “Second place it just first to lose, guys. We got spirit, yes we do,” as she turned around and began lathering her tight ass. She ran her fingers between her cheeks and her fingertips caressed her tight asshole and she gasped in pleasure. Kitty looked over her shoulder at her students as they all stood silently watching her, all with hard cocks tenting their tight little shorts. She grinned as she spoke to her class and they stood watching her shower herself off. She placed her hands against the wall and arched her back, sticking her ass out as she spread her legs slightly, giving them a peek at her swollen pussy lips and puckered asshole. “Well, guys,” she said, trying to shake the wet hair from her face. “Who’s up for some extra credit?” In a flash Kitty was surrounded by naked, eager, wet, student flesh. —– As Agent Brand made her way down to the labs the first person she saw was Colossus. “Ah, Mr. Rasputin. How good to see you again,” she smirked. Peter turned around to look at the owner of the female voice, “Da, Agent Brand. Even under these circumstances.” He didn’t particularly like the S.W.O.R.D. Director, mostly due to her turning a blind eye to an enemy using him as a lab rat. Brand continued smirking at the handsome mutant. She knew what Colossus thought of her, even after explaining her part in his torture, but she knew he’d be able to put his feelings behind him to accomplish their task. Well, his task anyway since she had a different goal now. “Heading down to Hank’s lab?” she asked, walking past him to the elevator. “Da,” Peter answered as Agent Brand keyed in the elevator code. “Mind if I go down with you?” Brand asked, not even bothering to look at the X-Man. “Nyet,” Peter answered, finally walking up to join the agent. “The more the merrier.” As the elevator opened Colossus let Agent Brand enter first, as she knew he would. “Such a gentleman,” she thought as the doors closed behind the young man. Without even turning around she lashed out with a kick to his stomach, knocking the wind from him. Before he had time to activate his mutant power she spun around and rammed the heel of her hand against his forehead, snapping his head back to slam against the metal doors, knocking him unconscious. As Peter slumped to the floor Brand activated the elevator’s key pad, stopping the elevator between floors. She pulled at his legs until he was laying flat on his back and then quickly tugged down the tight pants of his uniform, exposing his soft prick. “Wow,” she muttered in amazement of his large dick. “How do you keep from splitting your little girlfriend in half, big boy?” she asked as she quickly pulled off her own uniform. Brand licked her green lips as she knelt down next to Colossus and began jerking his thick dick. “This is going to be so good,” she thought to herself as she bent down and sucked his cock into her mouth. “Mmmm, yummy,” she thought as she sucked on the soft cock and fondled his heavy balls. She would have loved to spend more time with this cock in her mouth but she didn’t know how much longer it would be before someone noticed that the elevator was turned off. She used her free hand to jack the base of the cock and began quickly bobbing her head up and down, lashing the underside of his prick with her tongue until she felt it start to respond. The horny agent let Colossus’ dick pop out of her mouth and watched as it thickened and hardened in her hand. “Kinda feels like Christmas,” she smirked as she straddled his lap. She rubbed the head of his prick against her hot, moist slit a couple of times and moaned in pleasure as she grinned maliciously and braced herself against the unconscious superhero’s chest with one hand, holding his hard dick against the entrance to her drooling pussy with the other. Smiling wide Brand muttered, “Talk about wish fulfillment,” before quickly plunging her hips down and impaling herself on Colossus’ giant prick. “Fuck Yes!” she screamed as her needy cunt was suddenly stretched and filled and caused her to suddenly cum. Her hot cunt gripped and rippled around the hard prick as light exploded behind her eyes, her whole body shaking as she raised her hands up to squeeze her firms tits and nearly violently tug on her hard, green nipples. Brand released her tits and braced her hands against Colossus’ chest again as she slowly started riding his hard cock. “Not done yet, X-Man,” she whispered as she closed her eyes in bliss, “Not done by half.” She slowly worked her speed up, filling herself again and again and faster and faster with the thick meat of the helpless superhero. “Sooo fucking goodddd…” she panted as she rode her captive harder and faster. Her slick juices slid down his thick length, coating his balls and she enjoyed the wet slapping sounds their bodies made as they fucked. “You’re gonna cum for me, boy,” she said as she stared at Colossus’ passive face. “Fill me up good, big boy. Fill me full,” she commanded as she used they young superhero to satisfy her lust wracked body. —– Emma smiled devilishly as she used her telepathy to spy on Agent Brand as the green-haired woman shamelessly used Colossus’ body. “Very good, Agent Brant. I didn’t know you had it in you,” she whispered to herself. She slowly made her way back to her class, eager to find some young students to use for her own needs. “I don’t think so, Emma,” a voice suddenly said. “Who’s there? Who are you?” Emma demanded, startled by the disembodied voice. Her psychic powers flared as she spun around, looking for the source of the voice. Sudden pain lanced through her brain and she screamed, “Aiiieee…” as she collapsed to the floor. “We’ll have none of that, Miss Frost,” the voice ordered. “Your office. Now, please.” As the pain receded from her brain Emma finally recognized the voice. A voice purposefully hidden from her conscious mind. A voice she chose to purposefully hide from her conscious mind. “The Hellfire Club would like some answers.” the voice finished contemptuously. Emma stood straight and tall, replacing the illusion of her blouse and jeans with a illusion of her actual uniform. The truth was she was completely naked and had been since she lost her fight with Kitty, but until everyone in the school served Lockheed she’d have to at least give the illusion of modesty. She readied her powers as she made her way to her office and as she reached her door she tried to scan inside the room telepathically and was not surprised when she failed. She took a deep breath to steady her nerves and then stepped imperiously into her office. She smiled coyly at the small group of people spread around her office. “I’m afraid that all office visits are by appointment only,” she said with authority as she closed the door behind her. “Oh, we forgot the appointment,” the young, female member of the group said. “We’ll have to remember to have already remembered to do that.” She was a young woman who had gone my the name of Teenage Negasonic Warhead before a killer mutant hunting robot the size of a skyscraper had apparently killed her. But it seemed Emma had been wrong in thinking she was as dead as she had last seen her since she was currently crouched on Scott’s desk, her gray skin wrapped in black straps as her dark hair flared wildly around her. “A appointment, Emma? For such old, dear friends?” another member asked. Emma scowled as the imposing figure of Sebastian Shaw who held his arms open in a mock attempt for a hug. His salt and pepper hair was pulled back into a ponytail and his muttonchops matched his Victorian suit. A third figure stood slightly in a corner, all of it’s features hidden in a gray, hooded robe. “And we’re all friends here, aren’t we Emma?” the forth figure asked. The bald figure of Cassandra Nova smirked like a cat cornering a mouse. “Surely the Hellfire Club are all friends,” the most dangerous telepath on the planet mocked. “And if we’re all friends then we have no secrets from each other. Do we, Emma?” she said as she stared deep into the White Queen’s eyes. To be continued…
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