Not The Whedonverse XXX *Ongoing*

[muhabba]

From now on all my Not The Whedonverse XXX chapters will be here.

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.

[comsmith22]

Thanks for a Hot story … that's a good One... Thanks for the share... Keep them Up...

[muhabba]

Another one that's slow going but I haven't given up on it yet.

[muhabba]

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 Buffy the Vampire Slayer or the characters from it. Comments are always welcome and appreciated so you should feel free to share.

Story Code: MC, Oral, Anal, Multiple Pairings, Teen

This Is Not The Whedonverse Chap. 3 Pt. 01
Buffy the Vampire Slayer
By Muhabba

If It could scream, It would. If It could writhe in pain, It would. If It could simply kill Itself to end the agony, It would. If It had flesh It would feel as if that flesh was being peeled from It's body by jagged glass. It filtered up out of the darkness unwhole and nearly unmade. It's journey through the eternity of matter was destroying It as It made It's self aware in a strange third world far from the Ancient Ones It belonged to.

The mist that made up It rolled like thunderclouds in the dark. It knew that It had arrived in a new world that was poisonous to It and It knew that It was dying. In the worlds of the past It could exist in It's body of green mist but this world was different, this world was toxic. The small cloud rolled through the dark, desperate to find shelter. Any shelter. It rolled through dark corridors exploring the small creatures but none could hope to possibly contain It. It did not know the world it had been aborted into nor did It know the life there. Until It found a human. It rolled and seethed towards the human, silent as death, low to the ground, as quick as night in the desert. It surrounded the human, thrusting the green mist into the frail body as the mind of the human screamed in fear. And then It ate the human's mind.

Tommy Donovan fell to his knees in pain as he died into a new existence. He looked around the dark hallway, his eyes already adjusted to the dim light. He wondered why the floor of the school's basement was dirt for a moment before standing back up and wiping the dirt from the knees of his pants. He stretched as he continued looking around and used It's powers to see better in the dark.

Waving his human hand around in front of his face, Tommy scowled. He could barely see it. He focused his eyes again and nothing happened, confusing him. Shifting his focus he could see the energies of the world around him but when he switched back there was still the darkness of the hallway. "This body is defective," he angrily murmured to himself. He would need a new body before he left this one, afraid to face the pain for to long. Shifting the focus of his sight to better search for a new host he began shuffling back down the hallway. Rounding a corner he was struck still.

Energy erupted silently from the ground, flowing outwards and drawing energy back in, a volcano in reverse. Tommy squinted, holding his arm up to shield his eyes from the non-existent light. More than a portal, a gateway drawing energy into it with the power of a whirlpool. A smile broke out across his face as he slowly lowered his arm and used his power to peer into the abyss of the portal. "Hommmme..." he groaned with a almost sexual need. Calling the swirling vortex of energy a portal to Hell might a bit of a over-simplification but he could use the portal and it's energies to travel home.

Cackling with glee, Tommy leapt forward into the eye of the vortex. Not expecting to find solid ground his ankle rolled painfully as he fell to his side, his eyes wide in shock. His vision closed, the energy fading until all he could see was dirt and plumbing pipes hanging over his head. He scrambled to his feet and frantically began digging in the dirt. "No!" he shouted angrily as he dug deeper. His hands began to bleed as he dug past dirt and gravel but he paid no attention to the pain. With a metallic scrape his fingernails clawed over metal. He sat up on his haunches and peered down at the metallic seal.

Tears trailed down Tommy's dirt streaked face as he stared impotently down into the hole he had dug. The portal was sealed. "Whyyyy!" he screamed in rage, bellowing up at the dark, concrete ceiling. He collapsed bonelessly on his back, sobbing in frustration. Three universes were conspiring to keep him from bringing his home to him, to keep him separated from those to whom he belonged, to keep him alone.

Tommy lost track of time as he stared longingly up at the ceiling, his tears turning the dirt on his face to mud, the mud then drying on his face. Loneliness echoed through his chest as he stared up blankly. It was over. Three universes. All against him. With a small bit of will, It released It's hold on It's host, prepared for the pain to take him to oblivion. When the pain didn't take him to oblivion Tommy rolled over on his side. He willed himself out of the host again and then waited again. Nothing happened.

Tommy broke out in gales of laughter. Three universes against him and the last one was trapping him in his host. He was comedy most grand on a tri-cosmic scale. Split from the Great Old Ones, trapped in worlds it didn't belong, tied to a host limiting his power and abilities. Diminishing him. His laughter echoed through the school basement. Apparently Sunnydale would be where he was going to spend the rest of his wretched life.

A light flared in Tommy's mind. Sunnydale, California. That was where Tommy lived. Larger than a town, smaller than a city and apparently set above a portal to hell. He was Tommy Donovan, now and forever, a teen boy in a town filled with mystery he realized as he searched through his new memories. Perhaps there was more here than met the eye. Something It... No. He. Something he could use.

Tommy Donovan had no memories of the portal, the mouth leading to hell, all the human knew was the town was usually plagued by mysterious disappearances, odd happenings, and more than the occasional murder. But It's mind, blended with the human's, knew that the hellish gateway was drawing dark powers and creatures that worshipped and used those powers to it. And perhaps if he was to try and control some of those powers he could open the portal and either descend into the hellish next world or bring it to him. He could live with either choice even if the humans couldn't.

Tommy began walking back the way he had come, the way he had taken down from the school. When he had... when he had been following a classmate. They had been between classes and out of the corner of his eye he noticed the slim built red haired girl duck out of the hall through one of the custodian's doors. One of the doors leading down into the basement. Out of nothing else but curiosity and boredom he had followed the girl as she tip-toed around down here and he had crept behind her. At least until he had met It.

Poking his head around the corner he spied the girl milling about, obviously waiting for someone. And that someone might as well be him. "Hey, Willow. What's up?" Tommy asked innocently.

"Epp!" Willow squeaked as she jumped back from the voice. "Who's there?" she asked frightfully.

Tommy stepped out from around the corner with a smirk on his face. Since it seemed that every reality included different rules, now seemed like a good time to discover those rules. "What is Willow Rosenburg, class brainiac and all around avoider of rule-breaking, doing down here?" he asked as he searched deep within himself. Searched for his power and unleased it, eager to find out how the high school girl would be affected.

Willow licked her lips nervously as she peered around skittishly. "I, ah... I was..." she stammered. "Wait, what are you doing down here, Tommy?" she asked defensively.

"I was following you," Tommy said as he casually stepped towards the young girl.

"Me... me... me?" Willow stammered again. "Why... why would you be following me?"

Never stopping, Tommy continued sauntering up towards the nervous teen. "Basically boredom and the need to explore," he said.

Nervousness and fear washed over Willow in waves and she had no idea why. Sure, she wasn't supposed to be here but neither was Tommy and it wasn't like he was a hall monitor or anything so why did she feel like this right now. She had practically known him since kindergarten so what was happening to her.

With a cocky smile, Tommy reached out and ran his hands slowly up and down Willow's arms. The instant he had touched her she had jumped, startled by him for reasons he knew she couldn't recognize. He was sure what his powers would do to the girl but was unsure what form it would take and the foreplay was making it all the more delicious.

Willow's breath caught in her chest, her small breasts pushing out against her starched, plain, button-up blouse. She squeaked again as she felt her nipples tighten and gasped out as Tommy's hands slid up and down her arms. She couldn't bring herself to look at him, her eyes darting around looking for something she couldn't describe. Her chest heaved and her slender legs trembled as her classmate took another short step towards her, their bodies nearly touching.

Holding Willow firmly by her shoulders, Tommy leaned down, Willow squeaking in surprise again as their lips touched. Her eyes went wide as his tongue slipped inside of her mouth, his fingers lightly massaging her shoulders as he kissed her deeply. His tongue possessively explored her mouth, taking his time, knowing that she belonged to him as his hands slid behind her, squeezing her to him, molding her body to his. He could feel her small breasts pressed against his chest, her nipples hard as he pressed his hips forward against her heated groin.

Despite her arms remaining rigidly by her sides, Willow found herself groaning into Tommy's mouth as he kissed her. She had snuck down her to meet her best friend and crush, Xander, wanted to spend the short time between class in his arms, kissing him but all thoughts of him slid wetly out of her mind as Tommy kissed her and held her tightly against him. She could feel him becoming hard in his pants and despite having never gone this far before with a boy, she began rubbing herself against him as her arms slowly raised up, embracing Tommy and returning the kiss.

Willow groaned again as Tommy's hands slid down her back and cupped her taunt, little ass. She began grinding herself against him, her arms holding him tight as she broke the kiss and began giving him small pecks around his lips and jaw. A voice in the back of her mind was shouting at her, telling her that something was wrong, that she was in danger but as she kissed and nuzzled her classmate's neck the voice grew softer and quieter. She kissed down from his neck to the top of his shirt as she got down on her knees, possessed by a new knowledge that she had never had before.

As she looked up expectantly at him, Tommy smirked wickedly as Willow's hands unfastened the fly of his jeans with expert fingers. He ran his fingers through her red hair as she reached inside his pants and pulled his semi-soft prick out, working it with her soft hand and knowledgeable fingers.

The pleasure he was feeling was more than any Tommy had felt in the other worlds. He assumed that it was because he had never been bonded with his hosts as he was with this one and as his prick hardened he felt a lust for the girl, more than just a lust for power, a physical lust from one human for another. Willow was attractive for a human, cute as a button and as she stroked his hard cock he felt a need for release that was greater than any from before he became trapped on this world. She stroked the base of his hard shaft with one hand and cupped his balls with the other, juggling his testicles with her nimble fingers. He groaned in lust and sexual desire as she bent closer to his throbbing cock.

Willow stuck out her moist, pink tongue and licked at the tip of Tommy's penis, surprised at how much she enjoyed the taste. She swirled her tongue around the sensitive head, moaning to herself before using her tongue to draw him into her warm, sucking mouth. She took the first few inches in before beginning to bob her head back and forth, using her tongue to massage his shaft. She jerked the base of is cock firmly, her fist meeting her lips as she fondled his balls with her other delicate hand.

Tommy wound his fingers through Willow's long, red hair, pulling her towards his cock, encouraging her to take more of him into her sucking mouth. He looked down at his shaft sliding into her mouth through her tightly stretched lips, all of her attention firmly locked on his throbbing prick. Since the teenage girl was now infected with his lust he tried to peer into her mind and was not at all surprised to discover that he could no longer peer at his servants thoughts. "What brought you down here in the first place, Willow?" he asked as he rocked his hips, fucking her cute face.

Willow pulled Tommy's spit slick cock out of her mouth and began nuzzling his shaft with her lips. "I was meeting Xander," she said off-handedly before sucking Tommy back into her mouth. She was an extremely inquisitive young girl and quite studious and now she took the opportunity to explore Tommy in a way she'd never explored anyone else, even Xander.

Tommy knew that Willow was friends with the dork Xander Harris but nobody knew that they were a couple. He smiled wickedly as he began fucking Willow's mouth more hurriedly. With his seed inside of her, the red-haired girl would be fully infected by him and then could pass that infection to others, like Xander. The slender girl released her hold on his cock and balls, bracing herself on his hips as he fucked her sweet face. He groaned in pleasure as his balls slapped wetly against her chin, his sensitive cock-head plunging into her tightly clutching throat as she angled her neck to more easily deep-throat him.

Willow's pussy throbbed in excitement. She had never done anything like this before and she was turned on more than she ever had been before. She moaned at the taste of Tommy's penis, her tongue exploring all the different textures of the prick as it slid past her lips, over her tongue, and into her throat. She swallowed around his dick as it bumped against the back of her throat, using the motion to stop her gag reflex, easily taking him inside her. His thrusts became more insistent, faster, harder, and she guessed that he was about to cum. It was another new experience for her, she'd never made a boy cum before and a delicious shiver went through her body as she wondered if Xander had ever cum thinking about her.

With a deep grunt, Tommy buried himself inside of Willow's mouth, his balls resting on her chin, and came. The slender girl eagerly swallowed his load, not missing a single drop as he drained his balls inside of her throat. "Yessss..." he hissed. He had infected several people this way on the other two Earths but this was the first time he had felt true sexual excitement at the act. His cock softened in the red-head's mouth and he pulled it out, a small string of drool connecting the tip of his cock with her pink lips. "Very good," he said as he gave her an affectionate pat on her head, "Now why don't you go find Xander."

"Yes, Master," Willow said eagerly from on her knees.

-----

At the other end of basement Xander bumped his head against a low hanging pipe. "Ow!" he called out in pain as he rubbed the rising bump on his forehead, "Why do they make these dark creepy basements so dark?" A scuttling sound drew his attention and he spun around quickly and cried out in surprise as a rat squeaked and ran away. He cried out again as he tripped over his feet and feel down on his butt.

Slowly crawling to his feet, Xander rubbed his sore head and sore rear-end. "This never happens when I'm meeting Cordelia down here," he muttered to himself. A quick blush of shame rolled through his as he wondered what the heck he was getting himself into. He and Cordelia had practically despised each other since they were kids while he and Willow had been friends just as long. He and Cordelia's anger towards each other had somehow, against all odds, turned into a bickering romance while Willow had found a boyfriend in Oz. Oz was a great guy: nearly as smart as Willow who was a genius and not to mention he played in a band. And Cordelia was so hot. But somehow he and Willow had started hooking up behind Cordelia and Oz's backs. It was insane. "Stupid teenage hormones," he muttered as he began walking down the hall to look for Willow.

Xander ran his fingers through his dark hair as he peeked around the corner of the hall. "Willow, are you there?" he whispered. They only had about seven minutes between classes which meant that it was a somewhat exciting rush to spend anytime together much less making out and the fact they were cheating on Cordelia and Oz just made it hotter for some reason. "Willow, we have to hurry," he whispered out slightly louder, "I have shop class and it's all the way across the school."

A small sound behind him made Xander spin around and peer into the darkness down the hall he had just came from. "Willow?" he asked the empty hall. "Buffy?" he squeaked hopefully. As the Slayer, his friend Buffy was the scourge of evil everywhere and if any dark, dirty hallway could have a monster in it, it would be a dark, dirty hallway in Sunnydale.

Suddenly Xander let loose a long, high pitch squeal of fright as his eyes were covered by a pair of dainty hands. "Willow, stop it," he gasped out when he realized who it was that had purposefully scared him. His red-haired illicit make-out partner giggled out girlishly behind him keeping her hands over his eyes. "Let go," he whined as he grabbed a hold of her slender wrists and tried to pull her hands away.

"What's the matter, Xander," Willow giggled, "Did a mean 'ol monster scare you?"

"That's not right," Xander said defensively, "We both know what's down here."

"I don't care about the Hellmouth," Willow said as she finally let Xander pull her hands away from his eyes, "There's only one mouth I'm interested in."

Xander held Willow's arms out as he turned around and then froze, his eyes wide in shock. "Wi... Wi... Wi..." he stammered.

"I think the word you're looking for is 'Willow', Xander," the slender teenage girl giggled as her startled friend released his hold on her wrists.

Xander nodded in agreement. "Na... na... na..." he stammered as Willow slowly lowered her arms.

"I think the next word you're looking for is 'Naked', Xander," she said.

Xander eagerly nodded his head as his eyes traveled from his friends smiling face down her body. Willow stood completely naked in front of him. Except for her shoes. She still had her shoes on. "It's probably because of the dirt floor," he said. He suddenly realized that he had just spoken out loud rather than in his head and his eyes suddenly snapped up after he realized he was staring at a naked Willow. He had of course kissed Willow but this was the first time he had ever seen a naked Willow. He had played with Willow's breasts over her clothes but this was the first time he had ever seen Willow's naked breasts. He had played with Willow between her legs but this was the first time he had ever actually seen between Willow's legs. "Willow, you’re naked!" he blurted out.

"Thanks for finally catching up, Xander," Willow giggled as she stood unabashedly naked in the middle of the hall. She took a quick look down and saw quite the tent in Xander's pants. "Wow, I'm kinda impressed I caused that," she giggled again.

Xander took a quick look down at his erection before squeaking in shock and trying to cover himself with his hands. "Sorry, sorry, sorry..." he muttered.

Willow chuckled. "That was kinda the point of my little surprise," she said before taking a small step forward and grabbing one of Xander's wrists.

"Willow, wha...?" Xander muttered.

"It's okay, Xander," Willow said as she slowly put her arms around her friend's neck, "I want this." She molded her naked, teenage body against his, pulling his face towards her and kissing him deeply. She slid her tongue between his lips, exploring his mouth thoroughly, moaning in desire as she rubbed her naked body against him. When he didn't fight back she ran her arms down his back to the tops of his shabby jeans, sliding her fingertips just inside. His arms remained at his sides and she smiled through the kiss and her fingers came around the front of him between their bodies.

"Oh, Xander," Willow groaned as she began unfastening his jeans, undoing his button and pulling down his zipper. He squeaked in surprise but didn't do anything to stop the kiss and she reached into his pants and grabbed his throbbing shaft. "Mmm, Xander. I want this," she groaned as she pulled his cock out and began tugging on him. He groaned into her mouth as his hips bucked suddenly, fucking her dainty fist as he began participating in the kiss more.

Even though Willow was already jerking him off, Xander was a few steps behind her. He wrapped his arms around her naked body, holding her to him as he began kissing her back, his tongue caressing her tongue as he moaned into her mouth. His hips were already in sync with her, fucking her hand as he kissed her deeply. With one hand tugging on his shaft her other hand went back into his pants and fished out his bloated balls, massaging the heavy orbs.

Using her grip on Xander's cock and balls, Willow began leading him, walking backwards and bringing him with her. When her back was against the wall she moaned into his mouth, twisting her wrists as she jerked him off with one hand and massaged his balls with the other. "Fuck me, Xander," she gasped in desire, "I need you inside me."

Xander nuzzled Willow's slender neck as she wrapped one leg around him. He slipped his hands down, cupping her tight little ass in his hands and lifting her up. She lifted her other leg up, wrapping them around his waist as he lifted her up. She squealed in passion as she felt the tip of his prick nudge against her wet pussy, his hips bucking wildly with need.

The sheer taboo of the moment excited Xander even more than cheating on Cordelia with his best friend. More than cheating on Cordelia with his best friend in the middle of school. It was just to wild. Things like this didn't happen to him, he just wasn't this interesting of a person. Sure, he lived in a town filled with monsters and his other best friend was pretty much a superhero and he helped her kill demons and save the world and stuff but sex type stuff like this was just not a part of his life. His hips kept bucking uncontrollably, his cock searching out the entrance to Willow's dripping wet pussy, nudging around between her wide spread thighs as they both groaned and moaned in lust and need.

Willow groaned with need as once again Xander's hard prick missed the entrance to her needy pussy. "Hold... hold on," she grunted as she reached between their bodies and grabbed the base of his cock. She angled him up and straight and then rolled her hips until she could feel the tip of him pushing against the entrance to her wet cunt. "N... now," she panted and moaned out in lust as he lowered her down, gravity pulling her down his rod until he was resting fully inside of her.

"Oh Jesus, Willow," Xander groaned as he held his friend still, enjoying the feel of her wrapped tightly around his shaft.

Willow groaned in pleasure and then giggled. "Jewish. Remember?"

"Yeah, sorry," Xander said in all seriousness.

"It was a joke, Xander," she said with another giggle, "Now fuck me."

Xander didn't care how out of character they were acting, all that mattered to him was having his best-friend horny for him. Sure, he and Cordelia had their bizarre relationship and it was satisfying, at least in the physical sense, but to have someone he cared for more than life itself wanting him like Willow had always wanted him was more exciting than just sex. It made what they were doing meaningful. At least to him and at least for right now.

As Tommy's influence flowed from between Willow's thighs to Xander's teenage body, Xander began pumping into her, grunting in need as she squealed in glee. She used her grip around his neck to pull herself up and then let gravity pull her down while Xander would thrust himself in and out of her. Both teenagers grunted and groaned together as they fucked against the dirty wall, the sounds of their voices echoing through the school's halls.

"Yes, yes, yes," Willow panted as Xander's wonderful cock filled her again and again, "You have no idea how long I've wanted this." The red-haired girl had harbored a secret crush on her best friend since they had been kids and she had often fantasized about this for just as long. Well, not exactly like this. Most of her fantasy were a bit more romantic not to mention with less dirt and dust and maybe not so close to an actual pit to hell. She nuzzled Xander's neck as she kept a firm hold on him, pressed between his body and the wall, her slick juices dripping down and puddling in the dirt floor as he bucked up inside of her.

"Oh, oh, oh, Wil..." Xander groaned as his back arched and he shoved his dick as far into her naked, teenage body as he could. He grunted as he came, his thick seed filling her tight pussy as his toes curled and his fingers squeezed her taunt little ass.

"Yessss..." Willow squealed as she came with Xander, her body wrapped tightly around his prick. All she could feel was the pleasure of her own body and the feel of her best friend's cum filling her. Neither one of them could feel their minds slipping or the energies flowing out of their bodies and filling Tommy above them in the school.

-----

Tommy looked around the busy school hall as he peeked out from the door to the basement and felt a growing sense of frustration. He could feel all the ambient energy the bustling humans were generating but his ability to tap the power was now severally muted. And the young, the teenagers... the teenagers were just bubbling with sexual energy but he had nowhere near the power he had access to as the other worlds to access it. But if he had to infect every single human one at a time in order to gain the strength he needed then that was what he would do.

"Hey, Buster, what were you doing down there?" a female voice demanded as Tommy felt a hand on his shoulder and spun around to face the owner of the voice. The female was his height with long, dark, wavy hair that flowed down past her shoulders. She had deeply tan skin with pearly white teeth and passionately flashing eyes. Her clothes perfectly showed off her body with large, high set breasts, a slim waist, flaring hips and long legs. His arousal instantly flared at the sight of her, left over from his human self's purely physical adolescent attraction to her.

Through his human memories, Tommy knew that Cordelia Chase was the hottest girl in the school. Also the bitchiest. And she knew it and lorded it over all the students. "And how are you, Cordelia?" he asked, not even pretending not to look her body up and down. Like most of the boys in the school, not to mention more than a few of the girls, Tommy desired the girl and now she was standing in front of him, her hand touching his shoulder. He felt himself start to harden in his pants already just by being near her. His lust was slightly subdued which made him slightly confused before remembering that human males were not exactly known for multiply sexual contacts. But, luckily for him, teenage males were known for being constantly sexual aroused.

"What were you doing down in the basement?" Cordy asked before crossing her arms below her impressive chest and using her best glare on Tommy.

Tommy knew about Cordelia and Xander, most of the school did by now and just about everybody was shocked that the hottest girl in school was dating just about the dorkiest kid in class. But unlike Cordelia, he knew about Xander and Willow as well. "Oh, just ran into Xander is all," he said with a smug, knowing look on his face.

Cordy let her glare stay on Tommy for a moment, making sure that he knew his place and that she was not a happy-camper. "And what was Xander doing in the basement?" she asked snidely.

"Looking for Willow," Tommy said bluntly.

Cordy tried to hide the look of surprise on her face. She knew for a fact that Xander and Willow had just come from a meeting in the library and she wondered why they were now meeting up in the basement. "And why was Willow in the basement?" she asked, her voice chilled.

"Waiting for Xander," Tommy replied with the same smug, knowing tone.

By now Cordy was getting tired of Tommy's word games. "You better tell me what you know or else," she threatened.

Tommy pretended to think it over for a moment before shrugging his shoulders in defeat. "Okay, sure. Come with me," he said before turning around and stepping off, not even waiting for Cordelia to follow him. He could hear her huff in anger behind him before he heard her heels clacking down the hall after him and smiled with satisfaction. Even without his powers humans were so easy to manipulate.

Knowing that Mrs. Danvers had a free period, Tommy led Cordelia into the empty chemistry room and left the lights out. The statuesque teen followed him in to the middle of the room and he let her stand there staring at his back for a moment to make sure she was good and mad. Normally Tommy would jump at the opportunity to do practically anything that Cordy asked so he knew that acting so dismissively towards her would keep her off guard. And then he let his muted powers flow out of him.

Preparing her best bitch-face, Cordelia felt something other than anger course through her. She knew that Willow and Xander were up to something that had nothing to do with vampires and she was going to get Tommy to tell her. At first she was thinking about just yelling at him to get what she wanted, and then she figured that she would just stare him into submission but now she had a better idea. She relaxed her voluptuous body and placed her hand gently on her classmate's shoulder, running her palm down to his bicep and then back up again to his neck. "So," she asked softly, "what were Xander and Willow up to down in the basement?"

A wide, wicked smile spread across Tommy's face. Muted powers and abilities or not he still could affect these pitiful humans however he wished and the statuesque girl behind him was his proof. For no reason he could think of he decided to have a little sport with the teenage schoolgirl. He turned around and faced Cordelia, his face soft and uncertain. "Gee, Cordelia, I don't think I can tell you," he said pitifully.

Cordelia took a deep breath and pressed her impressive chest out while arching her back. She licked her lips seductively and slid her hand down to Tommy's chest. "Please, Tommy," she cooed, "I'd really appreciate it."

"How... how would you appreciate it?" Tommy asked, pretending to be nervous.

Pretending to think it over, Cordy gave a shrug of her shoulders before stepping closer to Tommy, pressing her large chest against his. "Maybe like this," she said breathlessly. She ran both of her hands around his back, pulling him to her as she leaned forward and pressed her lips to his. She kissed him long and deep, her tongue exploring the insides of his mouth as she moaned lustfully into his mouth.

Tommy wrapped his arms around Cordelia's body exactly like he had dreamed so many times before. Or rather, his present human host had dreamed. He held her tightly, chest to chest, hip to hip, grinding himself against her. He could feel her libido raise and felt himself do the same. He had spent nearly every night wishing for this exact thing since he had hit puberty. Rather, the human known as Tommy had while It was only supposed to want the power such a thing could raise.

"Oh... my... God," a female gasped from the door to the chem. lab.

Breaking their kiss, Cordelia and Tommy looked at the teenage girl standing shocked in the doorway and Tommy smiled wickedly when he recognized the girl. A friend of Cordelia's and basically the number two bitch of the school, Harmony. She was nearly as attractive as Cordelia but with blonde hair and not nearly as prone to bullying even though she could be a real bitch if she put her mind to it. What little mind she had. And she had figured into Tommy's fantasies nearly as much as Cordelia. And they both together figured into more than a few of his fantasies as well.

A idea sprung into Cordy's mind and she smiled to herself at using her friend to help her break Tommy. She released one classmate and walked towards the other putting a extra swish in her step and a little wiggle in her butt to further entice Tommy. She grabbed Harmony by the arm and dragged her into the class room and locked the door behind them. "Just go with it and do what I do," she ordered with a harsh whisper into Harmony's ear.

"Wha?" Harmony gasped as Cordelia dragged her towards Tommy. "Why were you kiss...?" she started.

"Shhhh!" Cordelia hushed as she brought Harmony over to Tommy. She smiled seductively at her male classmate as she wrapped an arm around the blonde girl's slender shoulders. "Tommy, will you please tell me what Xander and Willow were doing down in the basement please," she asked sweetly.

Tommy crossed his arms across his chest as he felt himself throb in his pants. With his new, more human, perspective these young girls were becoming more and more entertaining. "And why should I do that?" he asked with a knowing smirk. He was liking where this was going.

Harmony looked confused as her head turned from Cordy to Tommy and back. "What's going on?" she asked.

Cordy smirked at Tommy as she held Harmony more firmly. She turned to her friend and wrapped her other arm around the blonde's waist to hold her steady as she turned into her. She pressed herself against her friend's body, her large breasts enveloping Harmony's smaller tits. She leaned in quickly, startling the young girl as she kissed her, slipping her tongue inside of her mouth. She heard and felt the girl gasp in shock, her body ramrod straight as she kissed her.

Feeling his erection slide down the length of his thigh, Tommy grinned at the two kissing schoolgirls. Bonding to this host was giving him a new appreciation of the human female form and watching the two teenagers kiss was exciting him even more than the thought of the power he would receive from them.

Her eyes wide in shock, Harmony did nothing to stop Cordelia from kissing her. She could see the smirk on Tommy's face as he watched them and her eyes went wider as she saw the bulge in his pants. Suddenly her dark haired friend broke their kiss and she gasped for breath before squeaking in surprise as Cordelia began kissing down her neck. The dark-haired girl's hands slid from her back to her front and began unbuttoning her stylish top but she remained frozen to the spot. She had no idea what to do. They had never played the faux-lesbian thing before and she didn't even know what Cordelia was after to try and do it now.

Unbuttoning Harmony's top all the way down to her tight pants, Cordelia then spread the blouse open to reveal her friend's white, lacy bra. She kissed down to the hollow of the blonde girl's neck and peered over at Tommy who was watching them silently but she could tell by the erection tenting his jeans that he was enjoying the show. She smiled knowingly at him as she reached up to Harmony's bra and slowly pulled the cups down to reveal her friend's hard nipples. She grinned wider as Tommy throbbed in his pants and she extended her tongue, swirling her moist tip around one of the girl's nipples and then sucking it between her lips.

"Ohhhh, Cordy," Harmony groaned in pleasure as she wrapped one arm around her friend's head to hold her to her chest, "You have no idea how much I've always wanted this." If the dark-haired girl heard or realized what she had just admitted she didn't show it as she licked across her chest to her other exposed tit. The blonde schoolgirl slid her hands up and down Cordelia's graceful back before slipping it between their bodies. Her nimble fingers quickly opened the other girl's top and slipped into the cups of her bra, squeezing her large, firm, warm breast.

Tommy snickered to himself at the sight of the two schoolgirls. Cordelia had to be one of the most passionate girls he had met based on how easily she had been to infect while he hadn't even did anything to Harmony. Yes, he was enjoying the human females more and more.

Licking back up Harmony's chest, Cordelia turned slightly towards Tommy to show him her own large breasts pressed next to her friend's. With their cups pulled down their bras lifted their tits up high and firm on their chests, their nipples hard with desire as they heaved with primordial lust. She pressed one of her exposed breasts against Harmony's, rubbing herself up and down slightly before grasping her friend's hand and dragging her down onto her knees with her. Kneeling in front of Tommy she reached up with her free hand and rubbed his prick through his pants and saw that Harmony was doing the same.

Harmony still had no idea what Cordy was up to but, like in most things, she just went along with what her friend was doing. She wrapped her arm around the dark-haired schoolgirl's slender waist while she massaged the bulge in Tommy's pants with her free hand. While not the biggest dork in school, Tommy had never been one of the cool kids and certainly not the type of person she and Cordelia or any of their friends would date. But then again Cordy was dating Xander Harris so maybe something had changed. As she reached up and unzipped their schoolmate's pants she wondered if maybe he had bought a car or something, maybe a Mustang or a Charger or something and if that was the reason they were doing what they were doing. Of course that didn't explain what her friend was doing dating Xander but who knew, maybe his parents had won the lottery or something.

Reaching into Tommy's pants, Cordelia pulled out his erect prick and began tugging on the base of it. He stood with his hands on his hips, staring down at her as she slowly fisted his cock and she smirked up at him from around the throbbing tip of his prick. She leaned over and kissed Harmony again, a deep, wet kiss with plenty of tongue to further excite the schoolboy before breaking the kiss and circling the tip of his prick. He groaned above her and she sucked his throbbing cock-head between her lips, her cheeks hollowing as she massage him with her tongue before letting him pop out of her mouth. She pointed the tip of him at Harmony and the blonde teenage girl immediately took him into her mouth, sucking at his cock-head and the first inch of his shaft before letting him back out of her talented mouth.

By now Tommy's power was flowing out of him in warm waves through his cock, filling both girls and converting them to his servants. The more they suckled at him the more they became his and the hornier they became. As his power filled them the more he enjoyed the power he had over them beyond just using them to power his will. Tommy had dreamed of having both Cordelia and Harmony just like this and now all that was missing from his fevered teenage fantasy was a spare cheer leading squad. Of course now that he was filled and melded with It, he could have even that before too much longer.

Kneeling next to Cordelia, Harmony hoped she was doing a good enough job with Tommy's prick to impress her friend. They had each taken him halfway down his shaft each going a bit farther as they traded him back and forth. They each had a hand between the others spread thighs, teasing one another through their pants as they used their free hands to massage Tommy's shaft and balls. He grunted above them and they both looked up at him expectantly, Cordelia with his cock in her mouth and Harmony with one of his balls in her's.

"Get up and bend over," Tommy grunted. All ready he could feel himself on the verge of cumming, the human part of him getting to live out his fantasy spurring him on to orgasm. Both girls immediately got up, giggling girlishly as they scurried over to the teacher's desk. They both quickly pulled down their tight pants, wiggling their hips to get the tight material down to their ankles before bracing themselves with their elbows on the desk. Cordelia swayed her hips hypnotically back and forth while Harmony rocked her bare bottom up and down, the firm flesh of her paler ass jiggling slightly. He licked his lip hungrily at their heart shaped asses, their dewy pink pussy-lips just slightly visible below the cracks of their asses. He heard the bell for classes ring and was strangely worried about being tardy but dismissed it as just an impulse from his human side's former life. His life now consisted solely of fucking his two classmates not his upcoming algebra test.

As Tommy slide his hands over their upturned asses, Cordelia shivered as Harmony giggled. His thumbs slid over their puckered little assholes before dipping down a bit lower and plugging their tight, wet pussies. Cordelia didn't notice as her blonde-hair friend stared hungrily at her, memorizing the look on her face as she was sexual teased. Harmony bit her bottom lip as Tommy saddled up behind her dark-haired friend and placed the tip of his cock at the entrance to her dripping hole. Her eyes darted between the schoolboy slowly spearing Cordy with his cock and her friend's face as she was filled with their classmate's hard prick.

"Oh, fuck," Cordy groaned in near perfect contentment. As Tommy's prick slowly parted and filled her needy cunt she finally noticed Harmony staring at her. "He feels soooo good," she moaned to her friend as she slid her hand over and cupped her friend's outthrust butt. She slid her fingers between the girl's taunt cheeks, slipping her middle finger into Harmony's tight, dripping pussy and enjoyed the sound that she was causing her friend to make.

"Oh, yes, Cordy," Harmony moaned in pleasure as the dark haired girl began to slowly finger-bang her. It was a fantasy she had lied to herself about not having since middle school and she was finally getting to live it. She shuddered as Cordy's finger began to build up speed, frigging her needy pussy finally after all these years.

Tommy held himself balls-deep inside of Cordelia, relishing the feel of fucking her after all of these years. In the back of his mind he reminded himself that what he was really after was the power the teenage girl could generate but there was no way to ignore the feel of her wrapped around his shaft. He pulled out and pushed in making her moan out in pleasure and he practically tingled at the feel of her squeezing down on his cock. His hands kneaded her firm, tan ass as he finally fucked her after all these years. His hands slid up her body and underneath her chest, kneading her large, firm tits as he thrust in and out of her.

"Yes, yes, yes..." Harmony panted as Cordy finger-fucked her with two fingers while Tommy fucked her. She groaned in pleasure as her dark-haired friend slid her fingers as deep as she could inside of her while their classmate pulled out of her. The blonde turned around as far as she could and grabbed a hold of Tommy's stiff prick, extending her tongue and licking his shaft like a ice cream cone. She cooed at the taste of Cordelia on his prick, licking him clean before turning back around and presenting her ass to him. He gripped her wide hips and slowly pushed his prick inside of her, parting her tight walls as he began pushing and shoving in and out of her gooey hole.

Cordelia moaned as Harmony began fingering her pussy while she waited patiently for Tommy. Her blonde friend gasped and moaned with a wide smile on her face as their classmate fucked her, starting slow and deep before picking up speed. As Tommy pulled out of her, Cordy quickly replaced his prick with her fingers as he moved to her. He quickly shoved himself back inside of her and began fucking her as deep as he could while she finger-fucked Harmony.

Harmony gasped in time to Cordelia as she fingered her pussy and Tommy fucked her. She leaned over towards her friend and they kissed deeply as their classmate moved from Cordelia to her, fucking her from behind as she finger-fucked the dark-haired girl. He fucked her fast, deep and hard, her body rocking forward before he moved from her back to Cordy. He fucked her just as hard and deep as he had fucked her while Cordelia finger-banged her, all three of them taking turns as Tommy moved back and forth.

"Yes, yes, yes..." Cordelia grunted as Tommy moved from her to Harmony. She could hear her friend chanting "Yes" as well and wasn't surprised, Harmony usually did what she did anyways. He moved back to her, fucking her fast and hard, rocking her body forward, her large tits smashed against the desk as her orgasm began rolling through her. Her hot, horny pussy gripped and rippled along his shaft as he filled her completely and she could feel his bloated balls resting against her sticky pussy-lips.

As Cordelia came her fingers wiggled inside of Harmony's pussy as the horny blonde waited her turn. She squealed in girlish excitement as Tommy released his hold on her friend and she watched the dark-haired teenage girl relax on the desk. He thrust himself deep inside of her and Harmony immediately began rocking back against him, fucking him as he fucked her. She cried out as she came and could feel him pulsing inside of her tightly clutching cunt, ready to cum himself.

As the blonde teenage girl began to relax from her orgasm, Tommy pulled himself out of her tight, pulsing pussy. He fisted his cock and aimed himself down, cumming over the two girls' up-thrust asses. He made sure to spray his thick load over both of them, draining his balls as they cooed and kissed before him until his prick began to soften.

Tommy relaxed into a chair as he watched Cordelia and Harmony lick his white cum from their asses. He didn't bother to tuck himself back into his pants yet, he just wanted to enjoy the sight of two of his crushes licking his load from their young, firm bodies. As they began to get redressed he had them lick his spent prick clean as the last bell rung. "I guess we're all tardy," he chuckled and the girls chuckled with him. The bell ringing in the hall seemed to him to be a weak symbol of their former mortal needs. They all had higher priorities than that. And then Cordelia surprised him.

"So, like, are you some kind of warlock or something?" she asked with a rare moment of insight, "I mean with all the magic and stuff?"

Tommy stared at Cordy in wide eyed shock. "Wha... what magic?" he stammered.

"I mean, like, getting me to let you fuck me and stuff," Cordelia said bluntly, " 'Cuz there's, like, no way I'd do it normally."

"I... I don't know what... what you mean."

"Yeah, Cordy," Harmony asked in confusion, "What do you mean?"

Cordelia looked at her friend. "Like, would you let Tommy fuck you? I don't even think he has a car," she said like it was the most natural question in the world to ask.

Harmony stared in confusion between Cordy and Tommy and back again. "I guess not," she admitted.

"What do you know of magic," Tommy asked, his mood changing. He had gone from elation to confusion to a slowly growing sense of trepidation.

"Oh, geez, what don't I know," Cordelia said as she started explaining Sunnydale to Tommy. She already knew about the Hellmouth and it's ability to draw dark energies to itself as well as those that produce those energies. Creatures and monsters and demons were a common occurrence in Sunnydale as were people missing or being killed in bizarre fashion. And through it all, Cordelia explained it all to him like she was explaining simple math to a child. And then came the most interesting thing.

"What's a 'Slayer'?" Tommy asked.

"She, like, kills all the monsters and vampires and stuff," Cordelia said frankly. She went on to explain that into every generation a Slayer is born. A girl whose destiny is to fight the monsters and demons and vampires and whatever. A hero. "And basically she thinks she's, like, super special 'cuz she's all strong a fast and stuff," she finished.

"You know who the Slayer is?" Tommy asked in wonder. For the first time, in three worlds, he felt that luck was on his side. What were the odds that some random girl he had entranced would be privy to such a well of insight and knowledge, it was almost impossible to believe.

"Yeah, her name is Buffy," Cordelia said, screwing up her face as if even saying the Slayer's name smelled strange.

"Buffy is a superhero?" Harmony gasped.

"Yeah," Cordelia admitted to her friend, "But, like, she gets a lot of help. Willow and Xander help her out. Plus that librarian Giles, that's why they are always hanging out in the library."

"I thought they were having a study group," Harmony said, her jaw slack with shock.

"Phttt, no!" Cordelia laughed, "Would I be hanging out with Xander if all he was doing was studying."

"Well, we were all kinda wondering why you were hanging out with him at all," Harmony said, "I guess this explains why."

"Wait," Tommy said, holding is hands out like he was directing traffic, "You, stop talking," he told Harmony before turning back to Cordelia, "And you, you help this 'Slayer' save the world and what not?"

Cordelia crossed her arms below her impressive chest and tried to act cool and calm, like it wasn't a big deal. "Oh, yeah, from time to time, you know," she said dismissively.

If he could bespell and infect the Slayer and her friends there would be no one to stop him at all on this planet. He remembered the last two Earths he had failed to take. "And there are no other superheroes on this planet. No capes, no tights, no mystical super weapons..."

"No, no, just the Slayer," Cordelia said.

It appeared that there was no end to Tommy's good luck on this planet. "What class does Buffy have now?" he asked excitedly. Cordelia shrugged her shoulders and Harmony mirrored her. "How do you have no idea what class she's in?" he asked.

"You've known her just as long as I have. Do you know what class she has now?" Cordy asked matter of factly.

Tommy thought it over and discovered he really didn't know. He'd gone to school with the blonde girl for about two years now and outside of watching her heart shaped ass walking away from him down the hall he'd never paid attention to what classes she had. He and Buffy shared a math class but that was first period and had already passed. He thought about finding Willow and Xander since he was no longer linked mind to mind with his followers to find out where the Slayer would be. And then Cordelia chirped in.

"Why don't you ask Giles?" Cordelia offered, "Because if she's not in class then she's usually with him."

"I always thought they had kind of a pervy relationship," Harmony said, "I mean, what adult spends that much time with a teenage girl anyway?"

"I know, right?" Cordelia said, "I mean, I know now but her first year here..."

"Please stop talking," Tommy asked. "Better yet, get to class and I'll go visit the librarian."

"But we'll get a tardy," Harmony said fearfully, "And I can't take another detention. I've had two this week already. Snyder with call my mom and she'll kill me."

"Me too," Cordy agreed.

Tommy pinched the bridge of his nose as he growled, "I don't care. Just get to class and when you have a moment alone, pass my power onto whoever you can get your hands on. I don't care if it's the detention monitor or Principal Snyder. The more of your ilk you infect the more powerful I become."

Cordy looked to Harmony who just shrugged at her before she looked back at Tommy. "Really? Even Snyder?" she asked in disgust.

"Is blind obedience to much to ask for anymore?" he muttered under his breath before facing Cordy and Harmony. "Yes. Even Snyder," he growled, "Now go. I have plans."

"We're going, we're going," Harmony sniffled in abashment while Cordelia simply shrugged her shoulders at Tommy's order before walking out with her leaving their new master alone to his plans.

Tommy watched the two freshly fucked teen girls leave before gathering himself. He had four slaves already and had only been on this planet for an hour. Plus he already had a bead on the only person that could possibly stop him. If Cordelia was any indication, his servants on this world seemed to keep a great deal of their original personalities after infection. They were still bound to his will, still conduits to his growing power, but they seemed to be able to question his orders rather than the blind, horny obedience he was used to. But as long as they did what he needed them to in the end it seemed a small price to pay for his luck so far.

-----

Walking the now empty school halls, Tommy tried his best to avoid any hall monitors sulking around looking for tardy students. He of course could bend them to his will but he was too excited to be so close to his goal already. As he made his way to the library his luck held and he had the halls to himself while approaching the swinging double doors where his next victim waited, Rupert Giles.

Mr. Giles had arrived at Sunnydale the same year as Buffy and quickly took over the chores of school librarian. Of course in hindsight it was painfully obvious that he had arrived for Buffy or why else would they have immediately bonded. Tommy walked casually into the small library and quickly spotted Mr. Giles.

As the double doors closed, Giles swung his head around and spotted a random student. It took him a moment to remember what his job was since the students seldom used the services if the school's library. "Can I help you?" he asked in his precise British accent. He placed his small stack of books down and straightened his bow tie. With his tweed pants and vest he looked every inch the proper academic.

"I was looking for a book, Mr. Giles," Tommy said as he approached the Englishman, "A book on power and it's uses."

"And what sort of power would that be?" Giles asked with a sharp tone in his voice. He took a moment to calm himself, not wanting to take his emotional pain out on a student.

Tommy walked up the three steps to the slightly raised next level where the majority of the books were kept. He slowly released his power and stood before the British gentlemen and waited. He raised his hand and rubbed it lightly up and down Mr. Giles surprisingly fit arm.

Giles looked oddly at the teenage hand caressing his arm before shaking it off. "Some sort of book on power lifting?" he asked.

"I'm not really one for gym," Tommy said as he took another step closer to Mr. Giles, his power wafting through the library.

Cocking a eyebrow at the strange young man, Giles took a small step back, protecting his personal space. "So why don't you tell me what class your supposed to be in right now," he asked. It was less of a question then it was a reminder to the young man of their professional relationship. If he didn't know better he would have thought the boy was flirting with him. And rather forcefully at that.

With his power flooding the library Tommy smirked knowingly up at the taller man. "Computer class actually," he said.

That would explain it, Giles thought. "You're one of Jenny's... I mean, Miss Calendar’s students," he said as he reached up and placed a soothing hand on the young man's shoulder, "I understand." And he did understand the young man's need for intimacy in the wake of his loss, well, both of their loss. Obviously the student had heard of his relationship with Jenny and was reaching out for help.

Giles would have preferred to deal with Jenny's death on his own but as not only one of the boy's educators he was also a decent human being. "Do you... do you need a hug?" he asked awkwardly as he gave the suffering high school student what he hoped was an affectionate squeeze in his shoulder.

"I would like that," Tommy said with a hungry grin. He embraced the older man and pressed himself firmly against him as the librarian wrapped his arms around him. He released his powers fully, waiting for their sexual energies to begin to mingle and claim the British man.

Tommy continued to wait as Mr. Giles gave him an affectionate pat. He continued to wait as the librarian murmured, "There, there." He continued to wait as the older man's arms dropped awkwardly to his side's. And he continued to wait as Mr. Giles asked, "Don't you have class?"

Tommy took a step back, mind whirring is confusion. "I... I... I..."

Giles gave the strange young man another affectionate pat on the shoulder before picking his stack of books up. "Now off you go. Give me a shout if you need a pass or a slip or something for being tardy," he offered before turning back to his books.

Taking one last look at the unaffected librarian, Tommy stumbled away. As he made his way to the double doors he could feel his power dissipating out of the room and took a last look back. He couldn't understand what was going on but the older man was completely unaffected as he continued stacking his books. Tommy wandered out into the hall still confused. Willow had been completely taken by him as well as Cordelia and Harmony. All within the first hour of his arrival so what had happened.

The thought of the three nubile teen girls put a smile on Tommy's face and he could feel his unused power surge. He took a step back and poked his head back into the library and found Mr. Giles still going about his job but as Tommy stated at him he felt his power ebb. Stepping back into the hall he thought about the feel of the three girls wrapped around his cock and smiled again, his power flowing. But when he peeked back into the library and stared at the librarian again his power dissipated once more. He tried to superimpose any one of the naked girls over the fully clothed older man but his power refused to rise.

Leaning against the wall in the hallway, Tommy shuffled through his memories searching for a clue as to why Mr. Giles was immune to his powers. There were several people throughout the school that had found Mr. Giles handsome but he had never given the librarian a second thought. To most of the girls he had given several second thoughts as well as third thoughts, day dreams, and night time fantasies. And then the answer slowly dawned on him. Trapped in his new human host It was now Tommy and Tommy had no desire for Mr. Giles. Or any male for that matter. Maybe a couple of thoughts for actor Alan Cummings but he was the exception not the rule. The rule was that Tommy Donovan was straight and his powers were now tied to his human desire for women. Biology had limited him. It appeared he was now limited to only being able to infect the women he had grown to desire. And possibly actor Alan Cummings, that was something he would have to test later.

It appeared to Tommy that his blind luck on this world had reached it's end so from now on he would have to depend solely on his own skill.

And then Buffy Summers came round the corner.

Tommy had to fight the urge to clap in joy at his sudden good fortune and decided that he did in fact love this world. Gathering the energies that he had wasted on Mr. Giles he released them into the hall and felt his lust ride high as The Slayer approached him. She was built small for a defender against darkness, just over five feet tall with a slender build and blonde hair. She was wearing a tight pair of slacks with a light brown blouse and matching pumps. Off her shoulder was her bag and he wondered what demon fighting equipment she kept in there as he called out to her. “Hey, Buffy.”

Buffy looked up at her classmate and waved at him with one hand while she readjusted her bag with the other. It wouldn't do well for Tommy to see her favorite stake, Mr. Pointy, jostling around with her books. “Hey, Tommy, what's up?” she asked as a strange sense of urgency came over her.

Feeling his power flowing out around The Slayer, Tommy could also feel a strange feeling of trepidation mingled with his energies. She was fighting him. Maybe not on a conscious level but it appeared that Buffy had a natural layer of protection against him. “Just headed to class,” he told her. Unsure of the full extent of his powers on this world he didn't want a fight to break out between them in the middle of the school. His failure with Mr. Giles had left him cautious and he didn't want to rely solely on luck to achieve his goals. He fought to keep a knowing smirk off of his face as he watched Buffy’s face blush and her breath catch in her throat at her sudden rise in passion.

The Slayer felt a sudden wave of confusion come over her and found herself flustered for no real reason. She felt like a giddy girl in front of Tommy. It was so odd. It made her feel strange. And in Sunnydale the strange was never a good thing. Instinctively she turned slightly to her side, her hand on her bag which was slightly behind her now, her hand and stake protected. “Shouldn't you be in class?” she asked suspiciously.

It was over in a moment and it had left Tommy somewhat depressed but also somewhat excited. It was a hunt now. And judging by The Slayer’s body language she knew it. He kept his posture relaxed but he let a predatory smile creep across his face and his eyes wander over Buffy’s teenage body. “I’m off to class now as a matter of fact,” he said simply with a small wave, “Things to do.” He stepped past her, giving her his unprotected back, knowing she wouldn't do anything. She had nothing but suspicion and instinct to go on and when she didn't attack him from behind he knew she was a hero. She wouldn't attempt anything until she was sure and until then… Well, he already had three of her friends under his control and he wondered how many more he could claim before school let out.

-----

Buffy watched Tommy leave, his posture casual while she remained coiled like a spring. She tried to relax but her heart was thundering in her chest and she was oddly aware of her breasts heaving with every breath. Her body was poised to attack but now that the danger was gone she couldn't control herself enough to calm down. And what was up with Tommy, she wondered. And what had made her react like that? It had only taken her a moment to react. The instant she had looked up and their eyes met she had immediately known that something was wrong. She needed to talk to Giles but he was still upset over Miss Calendar’s death so that left Willow and Xander. Maybe they had noticed Tommy as well.

Knowing that Xander had shop class and Willow had English, Buffy headed to the shop class first. Xander had promised to make some extra stakes for tonight's patrol and it was easier to sneak into the large shop area than it was a small class room. As Tommy rounded the corner out of sight she collapsed against the wall and breathed a sigh of relief. All tension flooded out of her body and she felt her knees threatening to collapse beneath her. Buffy swooned and even though Tommy had taken the strange sensation she had felt with him there was a different sensation still flowing through her but all she was concerned about now was finding Xander.

Regaining control of her legs, Buffy headed down the hall towards the shop class. Heading in the opposite direction that Tommy had taken she came to a sudden stop as the door to the basement opened and Xander’s head popped out. He looked odd to her, something slightly off. Whether it was his mussed hair or rumpled clothes she couldn't tell although his eyes were slightly glazed and his face slightly flushed. “Why are you in the basement?” she asked worriedly. She knew the Hellmouth was in the basement, directly beneath the library and she and her friends usually tried to avoid it at all costs.

Xander’s eyes went wide when he realized that he’s been caught. Thanks to Willow he now had a deep, primordial need to mate and being caught and getting detention might interrupt his plan to hide in the girls locker room but when he realized that it was Buffy and not a teacher his eyes glittered in delight.

“Buffy! I’m so glad to see you,” Xander blurted out with over-enthusiastic delight.

“Really? Why?” Buffy asked. Xander had been one of her best friends since she had moved to Sunnydale and even though she knew he had a crush on her she felt completely at ease around him. And so, as the strange sensation she had felt with Tommy began to creep up on her she barely felt it.

“Um, because you’re my friend and I love you?” Xander replied. Despite being filled by other-worldly demonic lust he was still terrible around girls and didn't want to scare Buffy off.

Buffy felt herself relax at Xander’s usual awkwardness. He was like the brother she never had and there was no reason that standing in front of him should be anything other than comfortable. There was no reason for a slight blush to be creeping across her face or for her nipples to suddenly draw up tight. There was no reason for her to clasp her hands behind her back to thrust her chest out towards him and pose coyly. And there was no reason for her to giggle like a schoolgirl before drawing a fingertip across his chest. “Xander, you're so funny.”

Xander took a moment to look around for witnesses before taking Buffy by her delicate wrist. “Come here. I want to show you something,” he said before dragging her through the door and closing it behind her. The entrance to the basement was a large stoop with stairs leading down and steel rails on the edge for safety The lights were dim and as he puffed his chest out, Xander didn't realize that Buffy couldn't really see him as he posed for her.

Buffy tucked her hair behind her ears and posed bashfully for Xander. “So, what did you want to show me?” she asked coyly.

“This,” Xander said manfully as he unzipped his pants. His hard cock sprang free, throbbing and pointing straight at Buffy. He placed his hands on his hips and spread his feet shoulder width apart waiting for Buffy to admire him.

Buffy waited a few moments in the dark. “What?” she asked as she looked around.

Xander stood proudly and waited longer for Buffy to notice his prick until he realized how dark it was. The darkness had helped when he was sneaking around with Willow but now it was a particular hindrance. He once again grabbed her wrist and brought her hand down to the front of his pants.

“Oh Xander, is that for me?” she cooed breathlessly as her small hand automatically wrapped around his stiff cock. She began slowly tugging on his prick as she pressed herself against him, rubbing herself chest to chest. Her hard nipples scrapped against the inside of her bra as she leaned up on her toes and he bent down to her. They kissed passionately as he wrapped his arms around her, running his hands down her back to squeeze her taunt ass. She moaned into his mouth as her tongue thoroughly explored him and she gripped and tugged his dick firmly.

“Oh, Buffy,” Xander groaned into her mouth as he kneaded her heart shaped ass, the same ass he had imagined fucking since he had first met her. Slowly she began slipping down onto her knees, kissing his body on her way down. She dragged her body down over his prick and he groaned as the different textures changed from her pants to her top to the flush skin of her face. She rubbed herself against him, rubbing him across her face until her lips were caressing him and he groaned out in lust.

Without using her hands, Buffy sucked the tip of Xander’s cock into her mouth, her lips forming a tight seal around him. She sucked hard on his cock-head, her cheeks hollowing as she gave him a tentative lick. She moaned around him at the taste of his salty pre-cum, the sensation vibrating around his sensitive flesh. She slowly started sucking more of him into her mouth, inch by inch, her eyes locked into his. At least she thought she was looking at him, it was hard to tell in the dark.

Wrapping his fingers through Buffy’s blonde hair, Xander groaned out in lust as his friend took inch after slow inch of his cock into her mouth. Her warm, moist, pink tongue massaged his shaft as she swallowed him achingly slow, moaning around him. He had wanted this for so long, fantasized about it, imagined it every way possible and now it was happening and it was even better than anything he had ever dreamed of. In his mind he had fucked her face, sat comfortably and let her control him, been tied up and helpless as she fucked him, sat stock still in the middle of the cafeteria during school lunch while she sucked him secretly in the middle of their meal, dominated her and other times let her dominant him. And now she was taking over half of him into her mouth and they had barely started.

Xander leaned back against the wall as his best friend continued sucking him into her mouth inch by inch. She didn't use her hands at all, the only contact they shared was his cock in her mouth and his hands holding onto her hair. And because he hadn’t thought of turning the lights on he had no idea what it looked like. In his mind’s eye she was already naked having stripped her clothes without him noticing, she was dressed as a cheerleader with her top pulled up over her breasts and her hands between her thighs, she was dressed in her vampire patrol clothes which were actually just her regular clothes but in one of her hands she held a wooden stake, and she was dressed like a sexy librarian with her hair up in a loose bun and wearing thick, black rimmed glasses.

Taking a deep breath before Xander’s prick cut off her air supply, Buffy continued sucking her friend into her mouth in one, long, slow suck. Her lips stretched tight around his shaft as she continued massaging him with her tongue. Her hands reached up to her chest and she cupped her tits through her top, moaning in desire as the tip of his prick bumped into the back of her mouth. She leaned her head up, straightening her neck just as she swallowed.

“Oh geez!” Xander cried out as his cock slid completely into Buffy’s tightly clutching throat and her nose poked against his pubic hair. Hundreds, perhaps thousands, of Buffy blow-job fantasies rushed through his head as his friend deep-throated him and he came. Two years worth of pent-up sexual desire shot out of his cock straight into Buffy’s rippling throat. She managed to swallow every drop as she moaned lustful and he drained himself inside of her. He collapsed against the wall as his slowly softening cock slid out of her mouth.

As the last drop of Xander’s com filled her belly, Buffy was again suddenly filled with the sensation that something was wrong. Also, she had just blown Xander Harris. “Oh my God, what did I just do?” she gasped in gut wrenching shock.

“Don’t worry,” Xander tried to reassure Buffy, “I’m just getting started.” He reached down and slid his hands under Buffy’s arms and began helping her up to her feet

“Don’t!” Buffy cried out and pushed Xander away. With her Slayer strength he stumbled several feet, the safety bar keeping him from falling down the steps. She glared suspiciously at her friend that she had just… “I can’t believe I just did that,” she groaned out.

“What? It’s not a big deal,” Xander said defensively, “If it helps you were better than Cordelia and way better than Willow,” he said helpfully.

“Oh God,” Buffy said with a roll of her eyes. She didn't know why or how but for some reason whatever she had felt from Tommy she now felt coming from Xander and she quickly realized what had happened. All she had to do was be honest about it. She had been horny. She had been horny the moment she had seen Tommy and it had sent her instincts into overdrive. And when she had seen Xander she had become horny again but since Xander was Xander she had ignored her instincts. And then blew him.

“What's the big deal, Buffster?” Xander asked innocently with his cock now hard again and sticking out of his pants.

Buffy huffed in frustration. How could he not know that something was wrong? “Have you seen Tommy Donovan lately?” she asked.

“No. Why?” Xander replied as he continued to lean against the safety rail. A nervous Slayer was a dangerous Slayer and even though Buffy was his best friend she appeared to be having some sort of anxiety attack. “Are you feeling okay?” he asked worriedly.

Buffy couldn't believe that Xander would ask her that right now. “Are you kidding me?” was the only thing she could think to say. And how could he be acting so oblivious to the strangeness of what just happened.

“You just seen off,” Xander told her, “I bet a quick orgasm would help.”

Buffy’s mouth opened in shock.

“Willow seemed to like it.”

“You… you slept with… you had sex with Willow?” Buffy asked in disbelief.

“Yeah. Earlier to today,” Xander replied as if it was the most natural thing in the world.

Buffy stood in stunned silence. Vampires she could handle. Monsters and demons were easy. She had even handled the end of the world a couple of times. But Xander and Willow having sex left her stupefied. “Do you know if Willow had seen Tommy?” she asked.

Xander thought it over for a moment. He and Willow hadn’t exactly talked much while having sex but he was pretty sure she had mentioned something afterwards. “I think she did. Why? What's up?”

-----

As Buffy stared in shock at Xander, Tommy walked down the hall looking for the girls shower room. If he had to fuck every single girl in this school to raise power he was going to do it even if it was one girl at a time. The more powerful he was the sooner he could infect the Slayer to his side and the sooner he could bring The Ancient Ones back to Earth. Well, this Earth anyway. From behind him a voice called out and he spun around.

“Where are you headed, Tommy?” Willow asked.

“Is it to much to call me ‘Master’?” he hissed. When Willow shrugged at him he sighed in frustration. “You will call me that from now on,” he ordered.

“Sure, Master,” Willow chirped cheerfully, “So where are you headed?”

His new power base was just something he would have to get used to Tommy decided. “It appears that I am going to have to raise more power in order to bend the Slayer to my will,” he said.

“Which one?”

Tommy cocked an eyebrow at Willow. “Which one what?” he asked, a slight headache of frustration building behind his eyes.

“Slayer,” Willow said, “Buffy or Faith?”

Tommy pinched the bridge of his nose and groaned. “Who is Faith?”

Willow explained that when Buffy battled the master vampire call The Master (of all names possible) that the titular hero died. At least for a little while until Xander had performed CPR and brought her back. But, since technically Buffy had died, the powers in charge of these things had called the next Slayer.

“So now there are two Slayers?” Tommy asked, his frustration dissipating slightly. It didn't seem that strange of an occurrence and was pretty straight forward.

“Well, first was Kendra,” Willow said and Tommy could feel his headache flaring back to life.

Willow told him that Kendra was the Slayer called after Buffy died a little bit but that the second Slayer was killed by the vampire Drucilla and that Faith had been called after that.

“So now Buffy and Faith battle the forces of darkness together,” Tommy said and hoped that framing his words as a statement would somehow un-complicate the situation. A single Slayer that appeared to be, at least partially, immune to his powers was bad enough but for there to be two could be dangerous. In his new form in this new world was it possible for him to actually be killed?

“Not technically ‘together’,” Willow said. She could tell how upset Tommy was becoming but she was sure he would need the information. She told him that there had been an accident and that Faith had killed a human. The Slayer couldn't face what she had done so she had run off into the arms of the town’s evil mayor.

“The mayor is a demon?” Tommy gasped.

“Not yet but he wants to be and he’s also the founder of Sunnydale which is why someone would build a town on top of a Hellmouth,” Willow said. “Is all this too much?” she asked worriedly.

“No. Not at all!” Tommy said with a very unhappy laugh, “Everything was going far too smoothly so I should have known better to expect it to last.” He paced and grumbled to himself while Willow looked on with worry on her face.

“Would a blow-job help you feel better?” Willow asked helpfully.

“We’re a bit past a simple blow-job making me feel better, Willow,” Tommy said as he continued grumbling.

“Anal?”

“Just… just let me think,” Tommy said as he tried to assimilate Willow’s exposition dump. It would be so much easier if he could simply read his slaves’ minds again instead he was stuck guessing what to do. It felt like his mind was pounding and threatening to burst. And then he decided that it was best to keep things simple. Two Slayers, two avenues of attack, the mayor did want to become a demon after all.

Timmy took a deep breath while trying to relax before his mind simply exploded in frustration and turned to Willow. “Find the Slayer…” he began.

“Which one?” Willow interrupted.

“Buffy!” Tommy nearly shouted before trying to calm himself, “Find Buffy. Spread my influence to her.”

“And Faith?”

Tommy’s eyes flashed orange. “She will be mine.”

-----

“Ewww… he’s old,” Harmony whined.

“Don’t worry, this’ll be easy,” Cordy assured her lackey as they walked down the empty school hall, “He’s all British and repressed.”

“But… but… but the librarian?” the blonde gagged.

Cordy stopped in mid-stride and glared at Harmony. “Would you rather it was Snyder?”

Harmony thought her options over for a moment. “I suppose a librarian wouldn't be that bad,” she conceded.

Grabbing her minion by her wrist, Cordelia dragged her along to the school's library, the least used and most visited part of the school.

As the swing doors of the library swung shut, Giles turned around and saw Cordelia dragging one of her little friends in. “Can I help you? Are you lost, Cordelia?” he asked helpfully. He sincerely doubted that the young girl needed anything of the academic sort but she was aware of the mystical goings on in Sunnydale.

“Um, sure,” Cordy replied. She hadn't really thought through how to seduce the librarian and quickly tried to think of an excuse as to why she and Harmony were there. “Ah… do you have any books on… um…” she began.

“Studying!” Harmony blurted out, “Like, you know, a ‘How To’ book?”

Giles tried not to look at the girls as if they had just drooled on themselves. “You would like a book that teaches you how… how to study?” he asked skeptically.

Cordy glared at Harmony for her stupid question before turning back to Giles with the sweetest smile she could muster. “Yeah, studying. Totally,” she agreed.

“Well, I suppose,” Giles said as he thought through the library’s various books. When he had started in Sunnydale with his cover as a librarian in the Slayer’s school he had actually had to bring most of his personal library with him from England due to the schools complete lack of books so it was pretty easy for him to think about anything that the girls might use. “I believe I have something you could find helpful,” he told the girls, “Hold on one moment.”

Giles went back into the library stacks to find the book the two girls wanted and when he returned they had moved to where he had been when they had first come in. Also they were completely topless. Cordelia’s golden brown breasts were significantly larger than her friend’s and both sets sat high, tight, and firm on their chests. “Cordelia…” he managed to gasp out just as the two girls moved in closer to one another, the brunette girl’s larger tits enveloping the blonde girl’s own breasts. They kissed wet and sloppy, their tongues caressing outside of their mouths as the rubbed their teenage chests together. Their hands slid sensuously up and down their bare backs as he dropped the book from his hands.

Cordelia and her friend looked over at him coyly and giggled girlishly before stepping closer. Giles felt somehow oddly trapped as the two topless teenage girls fell to their knees in front of him and began making short work of his pants. Even with the book he had been carrying fallen on the floor, his hands didn’t move and remained in front of him as if he was still holding it. He looked down between his hands as Cordelia and her friend, that he was reasonably certain he had never met, yanked his pants and underwear down to his knees.

Cordy quickly grabbed the librarian’s soft cock and began tugging on it with one hand while Harmony grabbed onto his swinging testicles and began rolling them with her fingers. If Harmony had one good talent it was that she was an excellent wing-woman. The brunette teenage girl quickly plopped Giles’ hardening dick into her mouth and immediately began lashing the soft tip with her talented tongue. She used her fingers to tug on his base as he began inflating in her mouth while her friend bent below the much older man and began licking at his balls.

By now both teenage girls had nearly forgotten all about the much greater age of the owner of the prick in their mouths and hands and simply enjoyed the sensation of him growing fully erect in mute lust above them. Giles meanwhile couldn't get the idea of two teenage girls blowing him out of his mind. The girls switched to Cordelia licking his sack and the blonde girl he had never even seen before sucking on his dick. As pure lust and sexual need flooded his brain the normally proper Englishman finally lowered his hands to cup the back of the teenagers’ heads as they licked and sucked him. Completely hard now, he began moving his hips, fucking Cordelia’s friend’s mouth as he used his grip to move Cordelia around below him.

The blonde girl pulled back from his prick until just the tip of him was inside before swirling his cock-head with her tongue while Cordelia managed to suck both of his balls into her mouth. Both girls began humming together, stimulating him before the blonde moved back down his shaft and the brunette lashed him with her tongue. With her nose in his pubic hair, the blonde began using her tongue to massage his shaft while Cordelia squeezed her hand around the base of his shaft nearly causing him to lose control then and there. Giles gasped out and quickly pulled himself away from the girls before he could cum and looked down at them smirking up at him with satisfaction at how close they had been to making him lose control so soon. But after two years of having to deal with Cordelia’s mouth he was going to put her body to good use here and now.

-----

“What's up guys?” Willow chirped happily as she poked her head through the door to the basement. On one side of the stoop was Buffy standing with her arms crossed under her breasts and on the other side was Xander with his pants undone and a happy smirk on his face.

“Get in here,” Buffy ordered and yanked the slender girl through the door.

Willow beamed at Xander a moment before they both turned to the blonde girl. “I got your text,” she told Buffy, “It sounded urgent.”

Buffy sized up her friends and Willow had the same smile on her face that Xander had. It was creepy that they seemed so… self-satisfied and happy. “Wil, have you seen Tommy?” she asked her red haired friend.

Willow pretended to think it over. “I’m pretty sure I saw him this morning,” she said thoughtfully.

“And what happened?”

Willow turned to Xander and they smiled at each.

It happened in only a few minutes but Buffy had somehow lost track of how it happened. Before she knew what was happening she found herself braced with her hands against the wall, her pants around one ankle and Willow below her and Xander behind her.

Willow was on her knees with her arms wrapped around Buffy’s supple thighs and her face between her legs. She had her tongue sunk deep inside of the Slayer’s dripping pussy, leaving it buried inside of her as she wiggled it around. She kept a grip on the blonde girl’s ass-cheeks leaving Xander plenty of room to thrust inside of her body.

Xander kept a firm hold on Buffy’s hips as he fucked her ass slow and deep. Between Willow’s tongue and Buffy’s own juices he had penetrated her easily until his hips were pressed against her taunt ass. His balls slapped wetly against his red haired friend’s chin as he fucked the blonde girl against the wall.

Buffy groaned in pleasure as she bit her lower lip to keep from crying out. Xander’s cock had parted her tight ass like a hot knife through butter while Willow’s wiggling tongue had her juices running down the insides of her quivering thighs. She felt so confused.

-----

In the library, Cordelia was completely nude on her back in one of the tables with her ass hanging off and her legs spread wide. Between the teenage girl’s smooth thighs, Giles thrust himself hard and fast into her wet cunt causing her to moan and groan in pleasure. Her entire young body rocked back and forth and her large tits jiggled in her chest with each thrust. Below her on the floor, the naked Harmony was in her knees between Me. Giles’ legs holding Cordy’s firm ass-cheeks apart while licking her puckered hole.

Giles kept a firm grip on one of Cordelia’s thighs, holding her leg up, while his other hand traveled up to her chest and gripped one of her firm tits. He palmed and squeezed the large mammary and pinched her hard nipple causing her to gasp out in pleasure. Below him, her little friend was massaging his balls as he fucked the other teenage girl. He pulled himself out of the dark haired girl and aimed his cock down and the blonde girl immediately began sucking it. He fucked her mouth for a few strokes before returning to Cordelia’s tight cunt, growling in lust.

Cordy’s entire body was rocked back and forth on the table and she had to keep a hold of the edge to stop herself from being bucked off. Below her, Harmony went back to eating her ass as Giles fucked her hard and her juices gushed out into the hard wood, creating a puddle beneath her.

-----

“I don’t think you’re supposed to be here,” a voice said from behind Tommy. “Does no one go to class in this school,” he grumbled to himself as he turned around to see who had spoken.

“I’m the hall monitor,” Jonathan said as he held up his sash, “Can I see your hall-pass?”

Tommy stared incredulously at Jonathon. He had seen the kid around but didn’t know him, just another face in the crowd. A face no one would miss. “Sure I’ll show you my hall-pass,” he said as his eyes started to glow, “Come here.” He didn't yet have the power he’d need to accomplish his ultimate goal but he surely had enough power to kill one small human.

Jonathan’s eyes shot open in fear and he began fumbling around in his pockets as Tommy started stalking towards him with his eyes blazing. Finding the silver sphere in his front pocket he pulled it out and held it up in the palm of his hand. “Ah… ah… Holdus!” he shouted in panic.

The air congealed around Tommy. The spell was weak and wouldn't have actually stopped him but it was odd enough that he took notice. He waved his arm in front of himself and the spell fell apart, the small sphere in the small boy’s hand sparking and sizzling. “What is that?” he said nodding to the device.

“Crapcrapcrap…” Jonathon muttered as he shook the sphere. “It’s, ah… it’s supposed to be a force-field?”

Tommy’s eyes stopped glowing as he rolled them in frustration. “Does everybody in the town know about magic?” he asked no one in particular.

“It's a… it's on a Hellmouth,” Jonathon offered.

“Yes, yes, yes,” Tommy said as he waved his hand around, “And guarded by the Slayer.”

“You know Buffy?” Jonathon ask hopefully.

That brought Tommy’s attention back to Jonathon. “How do you know Buffy and what was that device?” he asked as calmly as he could but still letting an orange flash go through his eyes.

“We… I… I mean we have a Facebook group. The Trio,” Jonathon offered quickly. “We kinda do science and magic together.”

Tommy cocked and inquisitive eyebrow. “And Buffy?”

“We kinda figured out what she was,” Jonathon said.

Tommy thought over what Jonathan was talking about. Science had failed Timmy in one world and magic had failed him in another. But perhaps if he could merge them…

“Do you know who I am?” Tommy asked Jonathon.

“Sure. You’re Tommy Donovan. We had third period together last year.”

“No. I was Tommy Donovan,” he said as his eyes began to glow and he raised his arms up, “But now I’m something more.” The green mist began coalescing around him showing the young, small teenager a ghastly image. “And when I awaken my masters, we shall rule the world and everyone on it!”

“Really?” Jonathon asked in awe, “Everyone?”

Tommy quickly dropped his illusion. He’d never had a actual form before and hadn't needed one but humans didn't seem to understand the abstract. “Everyone,” he said dramatically, “Perhaps you’d like to help?” Since he couldn't control Jonathon yet he’d have to entice him first.

“I… I don't know…” Jonathon said sheepishly.

“Perhaps you’d like a down payment,” Tommy smirked.

“What do you mean?”

Tommy waved his hand dismissively. “Cordelia and Harmony. They’re yours,” he said magnanimously.

Jonathon eyes went wide. “Really?”

“Find them and they’re yours,” Tommy said matter of factly, “I’ll call you later.” Without another word Tommy turned around and left. He wanted to see Sunnydale’s mayor as soon as possible.

-----

Harmony laid on her back in the library table while Cordelia laid on top of her. The brunette girl was pressed chest to chest with her friend while straddling her thighs with her arms between their tight, young, naked bodies. Cordy was fucked hard and deep by Giles as he held her hips and she fingered Harmony. With every thrust the dark haired girl was bucked forward, rubbing her gleaming body against her friend. The older librarian pulled his throbbing prick out of Cordelia’s tight, teenage gash and then slipped it into the blonde girl and began fucking her just as hard and deep as he had the brunette girl.

Harmony grunted in desire as Mr. Giles fucked her and she slipped her arm between Cordy and herself. She began fingering her friend and the brunette rubbed her clit around the English man’s prick fucking her. The librarian slipped out of her and then back into Cordelia who automatically began fingering Harmony while Harmony switched rubbing her friend's clit around Mr. Giles’ prick fucking her now. If there was one that my the blonde teenage girl was good at doing in was following Cordelia’s lead.

As the two young girls grunted and moaned in front of him, Giles pushed Cordelia’s sculptured ass down until she was laying flat on top of the blonde girl he had never met before. Cupping the brunette’s taunt rear-end he pulled his cock out of her hot gooey cunt and aimed himself just below her vaginal opening and just above the blonde’s. He slid himself forward, sandwiching himself between their wet cunts, his shaft gliding across both girl’s clits.

Giles pushed his throbbing meat between the girls’ writhing bodies and then pulled part way out and held himself for a moment. Out of all the things out of Cordelia’s mouth that he had been forced to hear, the next sound he was going to make come out past her lips would be the best. With no fanfare the older man slid his cock between the girls’ bodies and his thumb into Cordelia’s ass.

“Oh God Yesss…” Cordelia cried out as she came. Her tan body shivered and twitched on top of Harmony as her heated cunt gushed with pleasure.

“Oh God Yesss…” Harmony squealed out as she mirrored Cordy and came. She thrust her spasming pussy up against the librarian’s cock, rubbing herself against his hard shaft.

With a grunt, Giles pulled himself out from between the two teenage girls as they came. He rushed to the side of the table and grabbed Cordelia’s hair with one hand as he fisted himself with the other. He yanked her head over and up as he aimed himself at her beautiful, gasping face and came. Thick white shot after thick white shot of his hot cum splattered against her bronze skin and dripped down onto her little blonde friend.

As he drained his balls over the two girls’ faces, Giles grunted in satisfaction. He tried to think of something clever to say, possibly about how they should remain quiet in a library, but instead stood back with his soft cock in his hand as a strange glow of satisfaction and pride filled him. After all, how many men his age could say that they had gotten a 3-way with two hot teenage girls at work?

-----

Buffy chewed in her lower lip as Xander fucked her tight ass and Willow tongue-fucked her hot, wet cunt. She rolled her hips back to fill her ass with as much of Xander’s throbbing prick as she could before rolling her hips forward to get as much of Willow’s wiggling tongue into her pussy as possible. Her fingernails left furrows in the concert as she groaned in pleasure, her slender chest pressed against the cold wall.

“Yessss…” the Slayer hissed through gritted teeth as Xander went faster and faster inside of her and Willow sucked on her sizzling clit. The red haired witch masterfully went from sucking on her clit while fingering her teenage pussy to tonguing her hole while strumming her hard little button. Their friend Xander kept a deep, strong pace as he stretched her ass, parting her tight walls around his girth like he and Willow had some how practiced fucking Buffy. The two friends were perfectly in sync.

Xander kept a tight grip on Buffy’s hips, holding her still so he and Willow could fuck her together, his balls boiling with the need to cum but holding himself off until the Slayer came first. And while he did all he could to stop himself from cumming to soon, Willow used her wicked tongue and fingers to get Buffy off and make her cum. With Xander’s dangling balls slapping her chin, the teenage witch used one hand to strum Buffy’s clit, the fingers of her other hand to finger her own dripping hole, and her tongue to lick at the blonde teenager’s sensitive little taint.

Buffy’s entire teenage body shivered as Willow reached up under the girl’s shirt and caressed her breasts. The teenage Slayer gasped out as her friend rolled her nipples with her thumbs and massaged her chest. Her jaw ached as her muscles tightened like springs and liquid heat boiled up inside of her.

“Oh, oh, oh…” Buffy cried out as she came. Every muscle in her hot, horny body twitched and shook as her orgasm crashed through her. Her tightly filled ass gripped Xander’s cock as her steaming cunt gushed her juices into Willow’s waiting mouth.

As Buffy came, Xander buried himself deeply into her backside and came himself. As he emptied his thick load into his friend's ass he grunted out, gripping her hips tightly and holding her against him.

Willow quickly strummed Buffy’s clit with one hands as she drove her tongue as deep into the blonde slayer’s drooling pussy as possible. With her other hand she squeezed and massaged Xander’s balls as he filled their friend’s ass with his thick, hot seed.

As Buffy slowly began to relax from her orgasm her eyes fluttered open. “What did we just do?” she asked no one in particular and didn’t particularly expect a rational response.

-----

Jonathan frantically ran to the library already sporting an erection. Just as he made it the doors opened and the small boy crashed into them, falling to the floor.

“What the hell?” Cordelia gasped in surprise.

“Yeah. What the hell?” Harmony agreed.

Jonathan looked up expectantly at the two beautiful girls. “Oh, uh… Tom… Tommy sent me?” he said, extremely unsure of himself.

Cordy stared down at the little nerd with her hands on her hips. “You're kidding,” she said incredulously.

“What?” Harmony asked looking from Cordelia to Jonathan and back.

“Tom… Tommy sent me,” Jonathan said a bit more hopefully.

Cordelia rolled her eyes at the boy on the ground and then looked over at her hanger-on. “We have to fuck the little nerd,” she said in exasperation.

“Ewww! No way.” Harmony gasped.

“Tommy sent me,” Jonathan repeated more hopefully.

“Fine,” Cordy said as she threw her hands up. She snapped her fingers at Jonathan and then motioned down the hall. “Let’s go,” she ordered and in an instant the small teenage boy was scrambling to his feet. She looked at her friend and tried to console her. “At least it's not Snyder.”

-----

Tommy walked effortlessly towards the mayor's office. He had no idea what to expect when he got there but after his brief trips to the two other Earth’s he would need to keep his mind open. In the first Earth, esoteric power had kidnapped him and then failed to reunite with his own world. And then he had been sucked into the second Earth by another esoteric power where technology had failed to reunite with everything he had known. And now he was stuck in this Earth and in this body.

His thoughts went a mile a minute as he considered his possibilities. This body held no intrinsic magical power but this world appeared to be practically swimming in it. Perhaps he could combine the esoteric with technology, magic with science? This world seemed to have endless possibilities with demons and slayers and magic just strung around everywhere like apples waiting to be plucked and consumed.

Timmy continued to ponder all the ways he could combine magic and technology all the way from the school where his minions were already working to take down their Slayer, to the city hall where he would have to bargain with a demon and the demon’s Slayer Well, this world was entertaining if nothing else.

-----

“Give me a ‘S’,” Cordelia cheered.

“ ‘S’,” Harmony cheered back

“Give me a ‘E’,” Cordy cheered and shook her pom-poms.

“ ‘E’,” Harmony shouted back and jumped up excitedly, her flared skirt rising up and then down.

“Give me a ‘X’,” Cordelia cried out, wiggling her shoulders so that her braless tits jiggled around beneath the top of her cheerleading uniform.

“ ‘X’,” Harmony yelled back. She twirled around letting her cheerleader’s skirt flare up again to reveal she wasn't wearing panties.

“What's that spell?” the brunette asked as enthusiastically as she could, her voice echoing through the girl’s locker room.

“Sex!” Harmony and Jonathan cried out happily.

“I’ve had enough of this,” Cordy grumbled as she threw down her pom-poms angrily.

“What's the matter?” Harmony asked as her friend stomped over to Jonathon sitting on a bench.

Cordy glared at Harmony. “I’ve got better things to do than help Delayed Adolescents here live out a tired cheerleader fantasy,” she said. She yanked off Jonathan’s shirt and then her own. “There are basketball players out there with cars and credit cards,” she added as she shimmied out of her skirt.

“Hey,” Jonathan whined at the implied insult.

Harmony pondered Cordelia’s point for a moment before nodding her head in agreement. “I guess,” she conceded.

“So let's hurry up and fuck Nerdy McNerd Face and then go get is a tight-end,” Cordy said as she got on her knees and began tugging Jonathan’s pants off.

“That's football,” the small teenager about to live his greatest fantasy interjected.

“Like it matters,” Cordelia grumbled as Harmony began taking off her clothes.

To be continued…

[muhabba]

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 Buffy the Vampire Slayer or the characters from it. Comments are always welcome and appreciated so you should feel free to share.

Story Code: MC, Oral, Anal, Multiple Pairings, Teen

This Is Not The Whedonverse Chap. 3 Pt. 02
Buffy the Vampire Slayer
By Muhabba


Buffy slouched as she slumped down the school hallway. Her mind was a whirlwind. Her thoughts a train wreck. She slid against a nearby locker and tried to collect her thoughts. Obviously there was something wrong. Not just with her but with everybody around her. Willow and Xander just weren't meant to be having sex. Sure, they’d been a bit secretive lately but sex? No way. Not to mention her. She did not just hand out blow-jobs to her friend or engage in casual 3-ways.

And it seemed to her that all of the troubles started with Tommy. Her instincts had gone into overdrive when she had met him in the hall and Willow had seen him before her and Xander had started acting strange. She didn't know Tommy well besides his name but she wasn't about to go back and ask Willow and Xander about him. That left Giles. As the school librarian he had access to the students’ records. And if there was a spell involved he would be the one able to break it.

Trying to order her mind around Giles fixing everything, Buffy took a deep breath to steel her nerves and headed to the library. The library was in the middle of the school and it took her a few minutes to sneak through the halls to reach it. She had to be careful. She didn't want to have accidental sex with a teacher or something.

“Giles, I think we have a problem,” Buffy announced as she walked briskly into the library. A wave of relief washed over her when she saw her Watcher behind the counter looking through his books.

“What's the matter, Buffy?” Giles asked as he came around the counter. He then began unbuttoning his shirt.

“Something weird is going on,” Buffy answered as she started mirroring Giles and taking her top off. “I ran into Tommy Donovan in the hall earlier,” she began as she threw her top off to the side leaving her in her bra.

“I saw him earlier as well,” Giles said as he threw his shirt over near Buffy’s and then began slipping his shoes off.

“Was he acting strange?” The Slayer asked as she kicked her shoes off and began unbuttoning her pants.

Giles took his own pants off and kicked them over to the pile of clothes. “He seemed upset about Miss Calendar’s death and I consoled him a bit,” he said as he pulled his underwear down leaving him completely naked.

Buffy peeled her bra off to reveal her golden, pointed breasts. “Did he do anything strange?” she asked as she slipped her panties down and stood unabashedly naked in front of the man who was like a father to her.

Tugging on his hardening dick, Giles thought it over for a second. “Well, at first, I thought that perhaps he was… well, coming on to me,” he admitted with a blush of embarrassment.

Stepping up to her Watcher, Buffy took his prick from him and into her hand and began jerking him off. “I wonder if that's what happened with Willow?” she wondered out loud.

“Oh dear! Did something happen to Willow?” Giles gasped as he lovingly stroked his Slayer’s firm, teenage breasts.

As Giles lightly thumbed her hard nipples, Buffy circled Giles’s cock-head with her thumb as she continued to jerk him off. “Well, actually…” she began. It felt so strange talking about sex to Giles. He was the closest thing she had to a father. “Actually, Willow and Xander have been having sex,” she finally admitted, “Right after meeting Tommy.”

“Oh my!” Giles gasped in surprise as he bent down towards Buffy’s chest. He lightly licked one of her hard nipples and then sucked it into his mouth as he reached down and cupped her firm, tan ass.

“I know!” Buffy gasped, her breathing becoming ragged as the sexual excitement started taking over. With one hand she jerked Giles off while she used her other hand to fondle his balls. “And that's not even the worst of it,” she moaned.

Giles stood up straight again and grabbed his teenage student by her hand. “And what's that?” he asked as he lead her over towards one of the tables.

“Well, like I said, I ran into Tommy in the hall,” the oblivious girl said as her mentor pressed her down on the table. She braced herself with her hands while thrusting her taunt ass back. “And then… well…” she stammered as she spread her feet shoulder width apart, “I… I blew Xander and then had a 3-way with him and Willow!”

“How terrible!” Giles gasped as he slowly slipped the tip of his cock into the young girl’s hot, wet, teenage pussy. “Oh Buffy, I’ve wanted to do this since I first saw your freshman high school yearbook photo back in England,” he groaned as her beautiful body slowly parted around him.

“Yes, Giles, yes,” Buffy groaned as the older man's hard, throbbing cock slowly penetrated her. She angled her hips back and upwards for him and he angled himself downwards. Her tight, clutching cunt gripped down on him as he slipped inside of her, all her worries about Tommy forgotten as she enjoyed the prick pushing into her. She groaned out as her mentor reached under her and took hold of her dangling tits, his hips finally meeting the firm flesh of her out-thrust ass.

Giles was hunched over the much shorter girl, his breathe on the back of her neck as he enjoyed the scent of her body wash and the tightness of her body. He slowly began fucking the teenage girl slow and deep, plumbing her tanned body as she rocked back against him, their bodies in perfect sync. They groaned out together as they enjoyed the feel of one another's horny bodies. He squeezed her firm tits and rolled her hard nipples between his fingertips as her lower abdomen squeezed down on his slowly thrusting cock. “Your muscles control is fantastic,” he groaned into her ear.

Buffy looked over her shoulder at her Watcher. “I had a good teacher,” she said with a sly smile before leaning up and kissing him. They probed their mouths the same way that Giles was probing her hot, wet pussy. He caressed and massage her firm golden tits as she began to rock back against him. “Fuck me, Giles. Fuck me like you’ve always wanted to,” she groaned in lust.

Practically growling, Giles leaned up, allowing the teen girl’s tits to dangle below her as he gripped her hips. He held the horny young girl possessively to him, his cock buried deep inside of her young body. Then without warning he bucked his hips hard, throwing the girl forward as he began fucking her hard and rough.

The Englishman thrust himself deep into his student causing her to squeal out as he pounded her golden body against the table. She tried to hold herself up with her arms but as Giles fucked her the table scooted across the floor slowly lowering Buffy down until her sensitive breasts were smashed flat on the cold surface, her firm flesh bulging out of the sides. She held still with her heart shaped ass tilted up as the older man fucked her as hard as he could.

“Oh, oh, oh…” the Slayer gasped again and again as her Watcher shoved himself into her over and over. She could feel her warm, slick juices gliding down the insides of her supple thighs as she pushed forward again and again, forced to take baby steps to get up with the table. Suddenly, Giles plunged into her at a slightly different angle and flipped a trigger inside of her churning pussy, sending her into orgasm.

Giles enjoyed the feel of the young girl twitching and shuddering around his cock before he exploded inside of her. He once again held her possessively as he came, his thick seed leaking out and dripping down her pink pussy and his deflated balls.

As Buffy relaxed from her orgasm, realization suddenly flooded through. She jerked up as straight as she could and peered over her shoulder as Giles pulled his spent penis out of her gooey vagina. “Dammit, not again!” the teenage Slayer gasped.

-----

The outer office of the city hall was nicely decorated and Tommy thought that the only thing it was missing was a fire place. “Kinda like the den of an old house,” he told himself as his eyes drifted back to the office manager.

The only people in the outer office were him and the office manager. She looked about middle age, not too slim but not going to seed. She was dressed conservatively with her blonde hair done up nicely. He could tell that she was trying to ignore him but she was showing signs of attraction. Her breathing was lower, deeper, and her skin was glowing pleasantly. He could see her eyes taking quick peeks as him as he sat in the uncomfortable chair. The longer she was around him the more lustful she was becoming. That was good. It meant his minions were doing their jobs and he was becoming more powerful.

Tommy still couldn't peer into his slaves’ minds and he wondered at how many students had been enslaved. Surely there’s had to be dozens by now.

-----

Willow had never really thought much about Jonathan. Even now, with his cock fucking her mouth, she didn't think much about him. All she cared about right now was having her legs wrapped around Giles’ hips as he fucked her. The teenage girl was on her back on the table in the library with the teen boy thrusting into her mouth as the much older librarian thrust into her wet, gushing cunt.

Xander sat on the wooden chair while Harmony rocked up and down on his cock and Cordelia fed him one of her large, firm tits. The blonde girl sucked and licked on the other tit while the brunette fingered her ass. The dark haired teenage boy held her ass cheeks wide apart as she and the other teenage girl fucked him.

The five teenagers had all come together on their various ways to seduce other students for Tommy but had to duck into the library to avoid Principal Snyder patrolling the halls. Despite the overwhelming need they all share to have sex for Tommy, nobody wanted to fuck the trollish principal. The group saw a disheveled Buffy dart out of the back as a disheveled Giles asked them why they were all there. The answers didn't take long before their clothes had came off and the sex had begun. They each meant to spread Tommy's influence but somehow kept missing the other students in the school despite there having to be a few hundred but they all promised to fan out as soon as the quickie was over.

-----

Tommy stepped into the mayor's office and the secretary closed the door behind him. The office was well furnished in a kind of 50’s retro chic much like the outer office. The mayor stood up from behind his desk and held his hand out to shake. He was a tall, slender fellow with a cherry disposition and a warm smile.

“Mayor Richard Wilkins III,” he said as his young guest shook his hand.

“Tommy Donovan,” the teen said but his eyes were locked on the young girl in the opposite side of the room. She was slouched on the couch looking bored with a pouty lips and dark hair and eyes. She wore tight black pants and a cleavage revealing tank top covering her impressive breasts. He licked his lips as he released the mayor's hand.

“Now, Faith, don’t be rude,” the mayor chided, “Say ‘Hello’ to our guest.”

Tommy noticed the girl barely tilted her head towards him when she said “Hey ya,”. Her lips were scarlet and shiny and he imagined what they would feel like gliding across his cock. The mayor motioned for him to take his seat and they both sat down.

“So what can I do for you?” the mayor asked as he wiped disinfectant on his hands.

“It’s more along the lines of what I can do for you,” Tommy said coyly.

“And what's that?”

“Power,” Tommy said simply. He knew what was going to happen and how dangerous it would be. After all, it was entirely likely that he could now be killed joined as he was to the human but it also seemed that he had developed a taste for the dramatic. His eyes flashed orange as a green mist materialized over his head and suddenly a knife was at his throat. He had barely seen Faith move.

He kept smiling at the mayor as the cloud rolled and Faith kept the knife at his throat. “As I said, power,” he said calmly, “I am trading in it.”

Mayor Wilkins stared at the teenage boy for a few moments before nodding to Faith who obediently withdrew her blade. “Well, gosh. You young people nowadays are just full of surprises,” he said merrily.

“Watchers and demons and Slayers, oh my,” Tommy said as he allowed the cloud to dissipate and his eyes to return to normal. “The old times are returning,” he said simply.

“Old fashioned values. The corner of my reelection campaign,” the mayor agreed, “Yes, siree.”

Tommy smirked. “They will be returning before then,” he said, “Much sooner.”

Mayor Wilkins nodded his head in agreement. Not just with what the kid was saying but with the hidden meaning behind the words. “And just how much sooner would that be?” he asked in all earnestness.

“How’s later today sound for you,” Tommy chuckled.

The mayor steepled his fingers and pretended to think it over. “A bit sooner than I had planned,” he conceded.

Tommy relaxed in to his chair appearing supremely confident. “I will be returning the Ancient Ones to this Earth later today,” he said, “But there is one girl, one girl in all the world, that could stop me.”

“Buffy,” Faith nearly spit.

“Exactly,” Tommy said as he turned his attention to the young girl, every muscle in her lush body tight and tense. He then turned his attention back to the mayor, “And since you seem to have already solved that problem once…”

Mayor Wilkins clapped his hands, “My Faith.”

“Exactly,” Tommy said, “With her help I can over-come my own Slayer problem, return the Old Ones and then Sunnydale will be yours.”

Faith eyed the kid suspiciously. He didn't look any older than her. Probably one of Buffy’s school buddies. “And how exactly are you going to be doing all of this?” she sneered, “And how come we haven't heard about any of this before?”

“My Faith does raise a good question,” the mayor agreed as he stood up, “Where did you come by all of this? Sure, you put on a good show but simple Gypsy magic could do that.”

Tommy watched the mayor walk around his desk trying to look casual but Tommy knew that the slender built man was just moving out of the way to give Faith room to act. He shrugged his shoulders and decided to answer truthfully. “The Hellmouth,” Tommy said matter of factly, “I emerged this morning and possessed this vessel. Already my power is growing inside of the school. My acolytes should have spread my influence through most of the building.”

-----

In the library with Willow, Harmony, and Cordelia bent over the table, Giles, Xander, and Jonathan scurried around the girls’ up-thrusts asses taking turns fucking them, still the only fully infected bodies in the school.

-----

“In point of fact,” Tommy continued, “The only one I had any difficulty in subduing was the Slayer.”

“Which is my cue,” Faith smiled.

“Exactly,” Tommy agreed. He watched as the mayor happily returned to his chair behind the desk.

“I have to say that paints me all kinds of cheery,” he said happily to Faith before turning his attention back to Tommy. “If you’ll give me a few moments with my associate she’ll meet you outside.”

“It's so nice to finally work with such agreeable people,” Tommy said as he stood and shook the mayor's hand. He stepped out and closed the door behind him. “Finally,” he hissed in glee.

“You believe any of that, boss?” Faith asked.

“Of course not. Nobody could be naïve enough to think they can just show up, offer power to someone, and then get everything they want,” the mayor said, “But he did have power. I could feel it as soon as he shook my hand.”

“So what do you want me to do?”

“I want you to find out what that power is and then kill him for me,” Mayor Wilkins said jovially.

Faith smirked wickedly, “Sure thing, boss.”

-----

On their knees on the floor, Willow, Harmony, and Cordelia sucked hard as Xander, Jonathan, and Giles took turns fucking their mouths. Their attentions were all locked on which cock they were sucking and which girl they were getting an blow-job from so none of them noticed Buffy hiding behind the shelves in the back of the library.

“That's disgusting,” Buffy thought to herself despite how turned on she was watching it. She finally managed to tear herself away from the sexy spectacle and sneak out of the back. She was too horny to think straight. There wasn’t a single part of her body not throbbing in need. Despite the disgust she felt about fucking her two best friends and the man who was like a father to her, she wanted to do it again. She needed to find some relief before she could continue.

“Well, well, well, Ms. Summers. What have we here?” Principal Snyder asked from behind the startled girl.

-----

Buffy couldn't count the number of times that she had been in Snyder's office. She seemed to be a favorite target of his. Cordelia could be counted on to be in there a couple of times a week with excuses about being tardy as well as Harmony. As far as the teenage Slayer knew, Willow had never been there and it was probably her first time to be in trouble at school. She should have been nervous but the red haired girl looked just as cool and calm and collected as Cordelia and Harmony. Buffy however was drowning in an odd mix of nervousness and lust.

Buffy had already fucked Willow once but something perverted inside of her wanted to do it again. And even though she had never been interested in girls before, the blonde hair girl would pay to fuck both Cordelia and Harmony. It was Snyder that was the problem. He was about five foot four and balding. Not that it was his height or hair that made him unappealing, it was him as a person. Principal Snyder lived up to his name, he was just as snide as a person could be and acted like he hated children just in general.

The four girls sat across the desk from Snyder as he gave them his most wicked stare which made Buffy worried that he was having some sort of blood clot above his left eye. The last class for the day had ended and the blonde Slayer could hear the other kids rushing out of the school as Snyder began his speech. “So what do we have here,” he said. It wasn't exactly a question. “Anyone care to tell me what it was that I saw?”

“Technically it was an orgy,” Willow said helpfully. Harmony and Cordelia looked at each other momentarily and then nodded in agreement.

Then Snyder bent over his desk to stare at Buffy. “And what exactly were you doing, Miss. Summers?”

“I… I… I… was looking for a book,” Buffy said hopefully.

“Ha!” Snyder snorted, “Do you really expect me to believe that?”

“I was kinda hoping,” Buffy said weakly since there was no way she could think of to explain what was going on in the school. Especially since she wasn't sure herself. Snyder looked so upset that he appeared to be breaking a sweat across his broad forehead.

“If I could say…” Willow started.

“I’ll get to you soon enough, Miss Rosenberg,” Snyder interrupted.

“But we were just…” Harmony began but was interrupted herself by the principal.

“So you really think that there's anything you can add?” Snyder practically growled to the two teens before turning his attention to Cordelia and Buffy. “Don’t think I don't know who the real ringleaders are,” he sneered before turning back to the other two girls. “Why don't you two go ahead and report to detention. I want to speak to Miss Chase and Miss Summers alone for a minute.”

Buffy audibly gulped nervously as Willow and Harmony got up and left her and Cordelia alone with Snyder. She caught herself checking out Willow’s ass as her friend walked past her and tried to shake the sexual thoughts out of her head. Her eyes fell on Cordelia’s impressive chest and she once again had to shake the thoughts out of her head.

Snyder reclined in his chair with his hands behind his head and a self-satisfied smirk on his lips. “Now what should I do with you two?” he chuckled. The two girls tried to speak at the same time but he quickly cut them off. “Or a better question. What should I do with that librarian?”

“Wha… what does Giles have to do with any of this?” Buffy asked with worry across her face.

“The man was leading an orgy of high school students, Miss Summers. What do you think he was doing,” Snyder said.

“Actually, if anyone was leading it, I was…” Cordy began before the principal cut her off.

“Not to mention all of the time you and your friends spend in the library,” Snyder continued, “Supposedly studying but I think we all know what was going on, don’t we.”

Once again Buffy visibly gulped. No, they hadn't been studying in the library these last few years but they hadn't been having sex, they had been hunting monsters. But there was no way for her to explain that anymore than explain away an orgy. Once again she had to shake the sight of Cordelia’s breasts out of her mind and it was then that she finally realized what was happening.

The Slayer took a better look at the principal. A light sweat had broken out across his brow and upper lip as he stared at her and Cordy. She was used to him getting excited about finding something to get her or the other girl in trouble with but the look of excitement in his face wasn’t that. He was leering at them the same way she had caught herself leering at Willow’s ass and Cordelia’s tits. “Oh God,” she whispered to herself. The same thing that was affecting her and her friends was affecting Snyder. He wasn't upset, he was horny She was going to wind up fucking the principal.

“So what exactly should I do to your precious Mr. Giles?” Snyder said to the girls.

“Dock his pay?” Cordelia asked, not realizing that it was really a rhetorical question.

“Oh God,” Buffy said a little bit louder as she also realized where Snyder was going with his little speech.

Snyder pretended to think it over for a moment. “I think this calls for something a bit more… extreme,” he said joyfully.

“Oh God,” Buffy muttered.

“Deportation and jail is always an option,” Snyder beamed.

“Oh God,” Buffy moaned.

“Or, a little tit for tat is also an option,” he continued.

Suddenly Cordelia’s face lit up as she realized what Snyder was getting at. “Oh! You want us to fuck you,” she said in pride for figuring it out.

“Dammit,” Buffy muttered.

Cordy looked over at Buffy before shrugging. “Sure, why not. We were probably going to have to get around to that any way,” she said before standing up. Her top and bra seemed to just fall away from her body as she walked around the principal’s desk. He still had his hands behind his head and was already supporting a prominent bulge in his brown slacks as he looked up at her. The topless brunette beauty got down on her knees between his legs and ran her hands over his erection before undoing his belt. When she began to unfasten his pants they nearly burst opened with his hard-on and he groaned in satisfaction.

As the stuck-up brunette began jerking off his cock, Snyder looked over at the other girl as she tried to hide her eyes behind her hand. “Well, Summers?” he said with a leer.

“God dammit,” Buffy muttered to herself as she stood up. She undid her top and bra and threw them over her shoulder. She knew that it had been a losing battle, fighting against the lust she had felt, but she really didn't want to fuck Snyder. Willow, Cordelia, even Harmony would have been preferable until she figured out what was going on and stopped it. But as she stepped around the principal’s desk and saw the half naked Cordy jerking Snyder off she had to admit that the perverted spell everyone seemed to be under made it look hot.

Snyder chuckled as Summers got on her knees beside the Chase girl. As the blonde’s hands joined the brunette’s hands tugging on his cock and balls, he reached down and began palming their young, firm tits. He giggled in glee as he pinched their ripe nipples, tugging and pulling on them as their fingers glided up and down his shaft. It was the Chase girl that bent over his lap first so he used his fingers on her nipple to pull the Summers girl up beside him. He sat her on his knee and dove between her tits, licking and sucking on every square inch of them as the other girl licked up and down his pole.

Buffy rolled her eyes in annoyance as Snyder feasted on her tits. Despite her disgust, and his obvious lack of knowledge in what a woman wanted, the spell they were all under made her respond. Her breathing became ragged as his tongue slithered across her entire chest until it was dripping with his saliva. He held one hand on the back of Cordelia’s head as it bobbed up and down in his lap and another hand on her ass as he slathered her tits with his mouth. This wasn't like it had been with Willow and Xander or with Giles, despite the horny feeling coursing through her body there was no confusion. Under no circumstances did Buffy want to fuck Snyder.

Snyder gripped the Chase girl’s hair and roughly yanked her up while pushing Summers down. The dark haired girl sat on his lap and presented her chest to him while the blonde girl mumbled to herself before grabbing his throbbing rod. He immediately latched into one of the teenage girl’s large breasts while the other girl shoved his cock into her mouth. The Summers girl immediately began bobbing up and down in his knob while the Chase girl wrapped an arm around his head and held him to her tits as he slid his tongue around the large orbs.

Fighting the urge to punch the principal in the balls, Buffy blew him with as much enthusiasm that she could muster. Which wasn't much. Despite her biology trying to take over her reasoning, she really didn't want to be where she was, doing what she was. Blowing Snyder was worse than having sex with her Watcher even though sex with Giles felt close to incest for her. But she was trapped. Snyder was obviously under the influence of whatever spell was working against her and the other Scoobies and the principal was so horny for them that he was a threat to Giles. Still unable to think of a better alternative, Buffy swallowed Snyder's dick whole as she fondled his balls.

Moaning happily around his face full of teenage tit, Snyder thrust up into the Summers girl’s warm mouth. He let her work his rod for a bit longer before pushing the Chase girl off of his lap and standing up. “Clothes off, girls,” he ordered as he leered at them. The dark haired girl immediately complied while the blonde glared at him before standing up and following suit. “Summers, up on the desk,” he barked as he jerked his thumb at the smaller girl, “Chase, get her ready.”

Cordy could tell that Buffy was still being hesitant and more than a little upset as the blonde girl began tugging down her pants. “Don’t worry,” she told the visibly seething other teenager, “I’ll make sure you like it.”

Buffy cocked an eyebrow at Cordelia. It was one of the most thoughtful things the brunette had ever said to her. Which was odd considering what was happening to them. “Thanks, Cordelia,” she managed to say.

“No problem,” Cordy responded in a chopper voice, “Now get up there and spread ‘em.”

“This is so surreal,” Buffy mumbled as she got up on the desk. She sat on the desk with her legs spread and her heels in the edge as Snyder leered at her spread pussy and licked his lips. She shuddered in revulsion at the look on his face before Cordy popped in between them. Her large breasts dangled beneath her as she leaned in between the blonde girl’s lewdly spread thighs and Buffy felt her lower muscles flutter at the sight of the naked girl. For the first time she could see why Cordelia turned heads in the hall. Buffy licked her lips as the brunette girl leaned in further to kiss her.

-----

As Harmony and Willow walked down the empty school halls the blonde turned to the other girl and asked, “Do you think we should go back and ask where detention is being held? He kinda forgot to tell us.”

“I’ve for a better idea than that,” Willow said as she continued walking with a spring in her step.

“I just don’t want to get into any more trouble,” Harmony said with worry, “I’ve got things to do.”

“We both have things to do,” Willow said, “We’re both supposed to be doing those things, remember?”

“Oh yeah,” Harmony said happily, “I forgot. So where are we going?”

“Right here,” Willow said proudly as she presented a door to the blonde girl.

“The boys locker room? Ewwww…” Harmony said in disgust, “Why are we going here?”

“Basketball practice is about to end,” Willow said with a glint in her eyes. When Harmony just stared at her with a blank look she sighed. “The boys will be heading to the locker room to change and we’ll be waiting for them inside,” she explained.

“But it smells…”

Willow rolled her eyes and then held the door open for the blonde girl. “Just get in there.”

-----

If Sunnydale had a seedy side of town, Tommy was walking through it with Faith. “So why exactly do we need to stop by your place?” he asked as if he didn't know. He very much doubted that if the mayor and Faith had their way he’d never leave her hotel room again.

“Get some weapons for Buffy and her friends,” Faith said coolly as she led Tommy on. The mayor's driver had let them out two blocks from her place so his car couldn't be traced to the soon to be missing Tommy. As they had walked she had noticed the teen boy walking a step or two behind her to check out her ass. So to keep him on the line she had put a little extra wiggle in her step to keep his attention.

Tommy kept himself from laughing. Subtly and misdirection were not one of this Slayer’s strong suits. But they were starting to become his. From behind him a green mist flowed out of his shadow and joined the light breeze. It rustled through the leaves of the trees and blew paper around the parking lot of Faith’s hotel. Her keen hearing would have no problem picking up on the noise and her Slayer instincts would confirm that it was only the wind. But the noise from the trees and trash would cover the sound of him picking up a discarded lead pipe as they climbed the outside steps to the second floor.

“Home sweet homicide,” Faith joked as she unlocked the door and stepped in, “It might be a bit messy.”

“No problem,” Tommy said as he swung the pipe and made contact with the back of the sexy Slayer’s head, “I was never one to really pick up after myself.” He may not have been as strong as he was on the other Earths or as strong as he would eventually be on this Earth but he was strong enough to knock out Faith with the pipe. He tossed the weapon over his shoulder and then dragged the unconscious and vulnerable Slayer into the dark and musty room.

-----

When Cordelia began kissing down her naked body, Buffy got a look at Snyder behind the brunette girl and cried out in shock. During their kiss she had forgotten all about the principal and suddenly seeing him naked behind then other girl had startled her. And considering that she normally hunted and slayed monsters for a living, that was saying something.

Now that Cordelia was kissing down her flushed body, Buffy tried her best to look at anything in the room that was not Snyder. She moaned out as the brunette girl reached her chest, licking down between her breasts. The other girl cupped the blonde girl’s tits, lifting them up on either side of the other teen’s face as she began nuzzling against them. The Slayer cooed as she stared lustfully at a fichus in the corner of the room.

Cordelia kissed over to Buffy's left breast, licking and nuzzling the sensitive tan flesh before sucking in a ripe nipple and causing the blonde to groan out. She sucked gently as she caressed it with her tongue before releasing it and kissing over to the right tit. She used her fingers to spread the Slayer’s areola tight before licking at the nipple as it stood at ridged attention before moving her hands down Buffy's body.

The horny Slayer moaned out as the brunette girl’s hands came to her hips. Buffy spread her knees as far as she could as Cordelia began kissing and licking down her body. The blonde teen let the other girl move her legs around until they were draped over the other girl’s shoulders with her hands wrapped around her golden thighs. The normally snooty girl was bent at the waist with her face a bare inch from the Slayer’s dripping pussy as Buffy moaned out in lust.

Principal Snyder moaned in lust as well at the sight of the Chase girl’s out-thrust ass practically begging him to fuck it. He hurriedly shoved the first inch of his cock in her tight hole before grabbing her wide hips and thrusting himself inside of her. She grunted as he feverishly fucked her from behind but he was to far gone to care about any discomfort that she felt. There had never been girls like this when he had been in school and something like this would have never happened to him back then anyway. But now he was the principal, he was in charge, and he was gonna be the one to finally fuck a hot high school girl after all these years!

-----

“Oh my God, I’m gonna barf!” Harmony gagged, completely naked, “What is that smell?”

“I have no idea,” Willow admitted as she looked around for an open locker or trash can filled with rotting fish.

“Can’t we seduce the boys in the hallway or something?” the blonde girl whined.

“I’ve got a better idea,” the young witch in training said. As a witch in training, Willow concentrated her will making sure to balance the elements in her mind as she did so. She allowed the magics around her to fill her and then with myopic focus she concentrated all of her will on what she wanted. “Reserare,” she muttered with a snap of her fingers.

Every locker in the locker room began to shake loudly. Harmony ducked behind Willow who stood stock still as every lock exploded from the locker doors. “What the hell?!” the frightened blonde girl shrieked.

Not a single fragment struck Willow as the shaking abided and the broken locks fell to the ground. She looked around at the small amount of damage she caused on a much larger scale than she had envisioned. She then looked at her fingers in awe. “That was not supposed to happen like that,”

“What was supposed to happen?”

“I was going to spray some deodorant from a single locker, not the whole gym.”

Harmony looked around and then smiled at Willow. Quickly, the blonde teenager gathered a half a dozen different scents of deodorant and emptied them into the large communal shower. She turned on all of the hot water and then let steam fill the room. “Ta dah!” she cried happily to Willow as scented steam wafted past her. “What’s better than two girls in the boys locker room,” she said.

“Two naked girls in the boys shower,” Willow smiled back.

-----

With the Slayer unconscious it was easier to bespell her and keep her asleep. Tommy dragged the dark haired girl across the carpet and threw her unceremoniously onto her bed. He quickly disrobed, his cock already hard, before starting on Faith. He did away with her clothes and then stood back and admired her pale, young body but only for a moment.

Jumping on top of Faith’s prone body, Tommy quickly squirmed between her thighs and began shoving his cock into her snatch. Dry and in no way prepared as the teenage girl was, he really had to dig in there. He made barely any headway as he pummeled her vulnerable pussy time after time but eventually the girl’s biology gave up the fight.

As Faith’s cunt began to moisten, Tommy began to slip inside a bare inch at a time. Thanks to his (oddly slow) growing power, the dark haired Slayer stayed nearly comatose as he violated her. Her entire body shook and jiggled in all the right places as he slowly pierced her between her thighs. Her firm tits swayed back and forth, buoyant on her chest as he had his way with her.

With sweat dripping from his brow, Tommy finally buried himself balls deep inside of Faith’s tight cunt. He bent down and began to nibble and suck in her impressive tits as he rested a moment. Violating a Vampire Slayer was hard work. He bit down on her small, hardened nipples, sure that if she was awake she’d cry out in pain. He thrust his tongue into her slack mouth before licking wetly across her jaw and down her neck, nuzzling her warm, pliant flesh.

-----

Cordelia braced herself against Snyder's desk as he fucked her from behind and she licked Buffy wet slit. With the over-eager principal shoving into her, her face kept being shoved into the blonde girl’s gooey pussy. The Slayer was groaning out above her but Cordy knew she wasn't doing the best that she could.

The brunette girl pulled her head out from between Buffy's thighs and leaned up her body. She paid attention to the blonde girl’s quivering tits for a moment before climbing the rest of the way up the Slayer’s fevered form. Pressed chest to chest with Buffy, Cordelia’s larger breasts enveloped the other girl’s as she kissed her. Their tongues caressed as the dark haired girl reached around the blonde girl’s waist, holding her close as her hand slipped between their bodies.

Her eyes still locked onto the plant in the corner of the room, Buffy moaned out as she felt Cordelia’s hand crawl between her legs. She complied and slipped her arm around the brunette’s waist, holding her close, as she slid her hand between the other girl’s legs. They both gasped and groaned into one another's mouths as they began to finger one another, Buffy completely forgetting about Snyder behind the other girl.

Snyder heard the girls moaning out in lust and took credit for it in his mind. It was his cock, slicing in and out of the Chase girl’s tight body that was making them moan and he smiled in pride. Her tight cunt gripped his thrusting cock, her body fitting his prick like a glove. He flexed and posed like he saw the actors do in porn which was where he got most of his knowledge about sex. Then he slapped the Chase girl’s thick, tight ass.

“Hey!” Cordy cried out suddenly, breaking the kiss. She looked over her shoulder at Snyder just as he spanked her again. “Knock it off!” she cried angrily.

“You like that, don’t you, slut,” he said with a lecherous grin as he slapped the teen’s ass again.

“That's it,” Buffy said and shoved Cordelia to the side, out of Snyder’s reach. “I’m drawing the line at slut-shaming,” she said as she grabbed Snyder's tie with one hand and yanked him forward, killing his sense of balance. Then she knocked him out.

Snyder fell back into his chair, unconscious, his pants around his ankles and his cock pointing straight up. Cordy was impressed. “So, what now?” she asked as she turned back to the naked Slayer.

Buffy was relieved that she didn't have to fuck Snyder after all but she was still horny. Yes, she knew it was supernatural, she knew it wasn't normal, she knew she was being influenced by an outside force, but it didn't matter. Cordelia had an amazing body and she couldn't stop herself from looking the girl up and down. Finally her eyes managed to make their way up to the brunette’s face and she shrugged. “Wanna finish?”

Cordelia stared at Buffy’s naked body before mirroring her shrug. “Might as well,” she said with a wicked gleam in her eye and a wink.

-----

As the basketball team poured into the looker room steam rolled out of the door. They looked around with curiosity while trying to wave the steam away from their faces. They walked through the locker room to the showers and then stopped. Nobody spoke. Nobody said a word or made a noise. They all just stood silently and watched the two girls in the shower.

Willow and Harmony’s naked bodies glistened with moisture, their hair wet sticking to their gasping faces. They stood against the far wall, each girl fingering the other. The red head held a hold of the blonde’s breast with her free hand while the blonde squeezed the red head’s taunt little ass.

The two girls kissed passionately, completely unaware of the nearly two dozen hormonal teenage boys watching them. Willow rubbed her slick, naked body against Harmony’s as their fingers delved deep inside of their hot, gushing pussies. The red haired teenager kissed down the other girl’s neck to her impressive chest, sucking in the hard little nipple of the fit she was holding. Harmony slid her middle finger between Willow’s taunt cheeks and delicately probed her puckered little asshole.

The group of teenage boys watched silently for a moment before their practice clothes nearly flew off of their bodies. As a group the entered the shower and surrounded the two naked teenage girls. Their hands reached out and began grabbing and squeezing the warm, slick bodies of the two girls until they were lost under a pile of teenage lust.

-----

Even unconscious, Faith’s body responded to Tommy’s cock plunging into her. Her cunt gripped him tightly, her hit walls rippling around him as he shoved himself in and out of her. A flush crept across her chest as ragged breaths escaped past her parted lips. Her firm tits swayed on her chest with every thrust as he bottomed out balls deep inside of her again and again.

With his cock buried inside of her, Tommy rolled the unconscious Slayer on her side and raised her leg up over his shoulder. He pushed his cock down into her, fucking down into her gushing hole. He held her leg up over his shoulder with one hand and used his other hand to strum her hard little clit as he fucked her. Her unconscious reaction was almost immediate and he felt her cum around his cock, a moan of slumbering lust echoing from her gaping mouth. He continued stabbing himself down into her as her juices gushed out of her hot, bubbling hole.

As the helpless Slayer began to relax, Tommy released her and let her fall back into her mattress. He rolled her body over onto her stomach and then gleefully slapped her toned ass. He enjoyed the sight of the firm flesh of her ass rippling and slapped her again. He spanked her taunt ass until it was red and shining, giggling to himself. This world was so much better than the other two.

Tommy laid down on top of Faith and squirmed around happily before using his prick to burrow between her thighs again. He slid slowly into her wet cunt, enjoying the way her hot, right walls parted around his shaft. He began thrusting into her again, fucking her for all he was worth, building up his power one jab at a time, bending her to his will. “Tell me about Buffy,” he whispered into the girl’s ear.

-----

With Snyder unconscious in his chair, Buffy and Cordelia laid across his desk in a 69 with Buffy on top. The blonde Slayer kept a firm hold on the dark haired girl’s tanned thighs as she slid her tongue deep into the other girl’s gushing hole. She used her fingertips to hold the other teen’s pink pussy lips open wide as she thrust her tongue in and out like a small cock making her moan.

Cordelia kept one arm wrapped around one of Buffy’s thighs and one around her waist as she made small circles with her tongue around the blonde girl’s hard little clit. As the smaller girl cooed between her legs, the dark haired cheerleader slid her fingers between the Slayer’s tight ass-cheeks until she found the wrinkled entrance to her ass. Cordelia then sealed her lips around Buffy’s clit, sucking on it like a cock, as she probed her middle finger into the other girl’s ass.

Buffy cried out in pleasure and shook as Cordelia began to slowly saw her finger in and out of her ass. Inspired by the dark haired teenager’s dexterity with her tongue and fingers, the Slayer slipped two fingers as deep into Cordy’s dripping pussy as she could. She quickly found the other girl’s sensitive G-spot, making the other girl moan out as she licked and finger-fucked her tight, dripping hole.

The two girl’s young, teenage bodies writhed on the desk as their pants and moans filled the room along with Snyder's unconscious snores. Buffy wiggled her two fingers inside of Cordelia as Cordelia slid her finger as far into Buffy’s ass that she could. Locked in one another’s arms they rolled into their sides, their lips, tongues, and fingers thrusting, slipping, and sliding in and out of the other girl’s sweat slick body. Buffy realized everything Xander saw in Cordelia and Cordelia everything Xander saw in Buffy’s tight ass.

-----

Willow was on her hands and knees with one basketball player laying below her thrusting up into her tight, gushing pussy. Another player was kneeling in front of her fucking her mouth while another was kneeling behind her fucking her ass. Harmony was laying on her side with one basketball player on one side fucking her ass and another basketball player on her other side fucking her tight cunt. Two basketball players were kneeling by her head taking turns fucking her mouth as they palmed her firm tits.

The basketball players pulled Willow up off the floor, holding her above it while one fucked her clutching ass and another fucked her hot pussy. Harmony was picked up and pressed against the shower wall while the players took turns fucking her out-thrust ass. Both teenage girls cries out in supernatural pleasure as they came again and again, infecting more and more boys for Tommy.

-----

“Gods dammit,” Tommy muttered to himself. No matter how hard he tried He could still not contact his servants mentally anymore. Perhaps permanently on this planet. Sitting naked on Faith’s floor with his legs crossed, he gave up and stood beside the unconscious Slayer’s bed and started going through her clothes. He found her cell phone and sat down, the dark haired Slayer moaning slightly as she started to stir.

On the fourth ring, Giles picked up. “Do you recognize my voice?”

“Yes, Master, of course,” Giles said jovially as he would answer any call.

“You of course know where the Slayer lives.”

“Yes, yes. I’ve been there more than a few times.”

“Excellent,” Tommy hissed evilly, “Take the Slayer’s mother, make her mine. But leave the Slayer’s sister to me. Her virginity belongs to me.”

“Of course, Master. Xander and I shall leave at once,” Giles said happily.

From behind him, Tommy heard Faith start to stir as he hung up the phone. He looked around the dark haired Slayer messy hotel room and smiled. There was little doubt he could find something to bind her with before she woke up completely.

-----

With Willow and Harmony buried beneath the thrusting bodies of the Sunnydale High Razorback Basketball team, nobody noticed when the door to the locker room opened. The small figure made his way through the hazy room and quickly found where the two girls were. It was an impressive sight which made him stand back in awe before the mixture of steam and Axe body spray began affecting his allergies. Jonathan pulled his newly charged orb out of his pocket and activated it.

An invisible force field swept through the room knocking the basketball players against the wall, holding them there while leaving the two naked high school girls alone in the floor. Jonathan became immediately erect at the sight and forgot what he was supposed to be doing.

“Hey! I wasn't done with them,” Harmony yelled angrily.

Willow sat up and looked at Jonathan hawking at them. “How did you do that?” she asked, “I didn't know you could do magic.”

Despite the steam, Jonathon’s mouth was dry at the sight of the two girls and he had to work up enough spit to swallow. “I… I have an orb…” he stammered.

Getting to her feet quickly, Willow scurried over to the small orb in her classmate’s hand. “How did you get the positronic field producer to quantum entangle with the magical field matrix?” she asked excitedly.

“Oh… ah… me and some guys…” he stuttered, too distracted by Willow and Harmony’s nakedness to concentrate despite the 300% more sex he was having today. “Would… would you meet…?” he tried to say but failed to, distracted by Harmony’s swaying breasts as she Walked over to join them.

“Meet who?” Harmony demanded angrily, “And why is the basketball team stuck to the wall?”

Willow shushed the blonde girl before turning back to Jonathon. “You and your friends made this?” she asked, her love of science and learning overriding her supernatural lust. Jonathan tried to play cool but failed miserably as he nodded his head and tried to lean coolly against the shower wall. He slipped at Willow’s feet as she grabbed Harmony by the arm and tugged her into the locker area. “Come on! We’re gonna meet Jonathan’s friends.”

“But I don't wanna meet a bunch of nerds,” Harmony whined, “I wanna fuck the basketball team.”

-----

Buffy moaned in pleasure between Cordelia’s quivering thighs as her orgasm rose up inside of her. She lustfully humped the other girl’s face as her body shuddered, her cum slipping from her spasming pussy.

As the first taste of Buffy’s tart juices hit her tongue, Cordelia came. Her long legs wrapped around the other girl’s head as her orgasm rolled through her and she cried out between the blonde girl’s twitching thighs.

The two girls’ cries of lust echoed through the room as their muscles twitched and their bodies writhed in pleasure. The slowly came down from their orgasms until their bodies went limp and Buffy slid off of Cordelia. They lay quietly next to one another as they caught their breath, the chest heaving and their bodies gleaming with sweat and spent lust.

With her body sated, Buffy popped up on her elbows and looked down the length of her naked body at Cordelia head down by her feet. “I don’t suppose this was enough to bring you out of the spell?” she asked hopefully.

“What spell?” Cordy asked as she sat up on her elbows. She looked over at Principal Snyder and then back at Buffy. “Do you suppose we should finish fucking him?”

“And that answered that question,” Buffy said, mostly to herself. With a sigh she rolled off Snyder's desk and began getting dressed. “Cordelia, I want you to know that I’m going to find who did this to us and stop them,” she said.

“Who did what now?”

Buffy rolled her eyes. It was like talking to a fuckable brick wall. “Just go home, Cordelia,” the Slayer said as she finished getting dressed, “You’ll be safer there.” She looked to see if anything she had said had sunk in but the dark haired teenager just stared at her with a blank look on her face.

Unable to think of any way of helping Cordelia at the moment, Buffy scurried out of the principal's office as Snyder continued to snore and Cordy posed naked on his desk. The blonde Slayer quickly made her way outside and was just about off of the school grounds when she skidded to a stop and looked back. “Oh my God! What if she goes home and fucks her parents?” she gasped out loud. It was between Cordelia and the town. Which one should she rescue. It wasn't really a hard decision to make. Sometimes she hated being humanity’s only hope.

With no other choice, Buffy made for her house to try and find something to help her save the town while leaving Cordelia all alone.

-----

Cordelia stood naked in front of Snyder, deciding what to do. Yes, she had the unbridled desire to have sex but Snyder was Snyder. Plus, he had already been inside of her so that technically counted as sex so if Tommy asked she wouldn't have to lie. And then a duffle bag landed next to her.

Looking over her shoulder, Cordy saw Willow, Harmony, and Jonathan standing in the doorway. “What's up, guys?”

“Willow wants us to fuck a bunch of nerds,” Harmony whined again.

“Can… can you put… put those on?” Jonathan asked meekly.

Cordelia bent down and opened the bag. “You have to be fucking kidding me!”

Willow and Harmony striped down and then Jonathan watched them all get dressed. Willow wore 4-inch black pumps while Harmony wore black, buckled mary Jane shoes and Cordelia wore white sneakers. Willow wore flesh colored stockings that came up to her slender thighs and Harmony wore knee high socks while Cordelia’s legs remained bare. Willow wore a tight, black mini skirt that barely covered her ass compared to Harmony’s blue pleated skirt that flared out easily from her thighs and Cordelia’s yellow skirt was barely longer than the red haired girl’s. Willow’s top was a long sleeve button up blouse that was tight around the neck with fluffy shoulders whereas Harmony’s white blouse had shirt sleeves and was open at the neck. And Cordelia wore the cheerleading jersey of the Sunnydale Razorbacks.

“Again with the cheerleader thing!” Cordy said as she glared at the unimaginative Jonathan.

Jonathan ignored Cordelia as he stared at Willow dressed as a sexy librarian, Harmony as a sexy Catholic schoolgirl, and Cordelia as a sexy cheerleader. Unimaginative as it was, and he knew it, it was still a wondrous sight to behold.

“Whatever,” Cordelia grumbled.

-----

Tommy quickly made due with whatever he could in Faith’s place. Using a boot to break plaster and a knife used as a saw, he managed to cut out holes in the ceiling until he found a steel support beam. He looped a length of nylon rope around it and a pair of handcuffs from Faith’s nightstand. He hoisted her up until she was dangling naked by her wrists, her feet barely reaching the floor and giving her no chance for leverage. He then quickly cleared the area around the sleeping Slayer to keep her from reaching anything she could use as a weapon, and then sat down on the small rooms only chair behind her.

Her entire body was stretched tight in the middle of the room, her breasts pulled high on her chest as she dangled from the ceiling. He could tell that she was fighting to wake up and he quickly splashed the lube he found next to the handcuffs across her ass and pussy. He teased them both until they were slicker than oil and then twisted her around until she was facing him. He played with her tits to amuse himself until her eyes started to flutter and then he pull the chair across the room where she wouldn't be able to reach it.

Faith groaned as she slowly regained consciousness. She rolled her hips up and moaned softly in pleasure. She let her suple thighs open to allow the pleasure to course up from between her legs and wash through her body. A cool sweat broke out across her flush skin as she moaned louder and rocked her hips up towards the pleasure. She gasped as the pleasure wiggled around, stroking her warm, wet walls. And then her eyes shot wide open and she remembered what had happened. “What the Fuck!” she gasped in anger.

Tommy removed his fingers from Faith’s dripping pussy and then licked her from the bottom of her pussy to her hard, erect clit. “You and this lube taste fantastic,” he told the bound Slayer as he smacked his lips.

To be continued…