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Not the Whedonverse XXX	By : Muhabba Category: Marvel Verse Comics > Crossovers Views: 34349 -:- Recommendations : 1 -:- Currently Reading : 1
Disclaimer: I do not own or have anything to do with Mutant Enemy, Marvel Comics or the Astonishing X-Men and their respectied characters. This is a parody I have written for no money.

Chapter List
- 4
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This is a work of complete fiction.  It just popped into my brain so I wrote it down and share it
for free and make no money off of it.  No one under legal age may read this, if you know what's
good for you.  No one over legal age should read this for the same reason.  All characters used
in this story are a parody of any real or fictional person.  I do not own Marvel’s The Avengers,
Marvel’s Agents of SHIELD, or the characters from them.  Comments are always welcome and
appreciated so you should feel free to share.

Story Code: MC, Multiple Pairings, Noncon-Con,

This Is Not The Whedonverse Pt. 02 Chap. 01
Marvel’s The Avengers With Special Guest Stars Marvel’s Agents Of S.H.I.E.L.D.
By Muhabba

     If Junior Agent Grant Ward had to say, he'd probably say that the strange machine looked
like a silver spider except with 6 legs instead of 8, and with wires coming out of it, and with a
glowing cube at it's center.  "O.k., not a spider then," he thought as he continued looking
around the strange lab.  The device holding the silver not-spider resembled a overly large MRI
machine and took up over three quarters of the inner lab leaving just enough space for a dozen
science techs, currently off duty, a half a dozen consoles, currently blinking strangely, and one
bored guard.  "If only that guard wasn't me."  He believed in John Garrett and the plan,
Garrett and saved his life in nearly every sense of the phrase, and even though he'd agreed to his
part in the plan he dreaded the years it would take to see it unfold, years he'd possibly spend on
menial tasks like this one.

     Before the security alarm would eventually go off Ward had been the only one in the inner
lab, trying to get used to his new one piece uniform that almost all S.H.I.E.L.D. agents had to
wear.  He readjusted his service pistol clipped to the utility belt around his waist and then
began fiddling with his sleeves.  "How can anyone move in these?" he wondered as he took a
few practice swings at his shadow.  He walked the length of the room, looking at the various
control consoles and not recognizing a single thing they said as they monitored the strange,
glowing cube.  He ran his fingers through his short, dark hair just for something to do before
clicking his radio comm on for the fifteen minute check in.  "This is Ward in the creepy science
lab: bored, control lights blinking randomly, and Tesseract glowing ominously."

     "Understood," a nameless voice chuckled on the other end of the comm.  "Situation
normal, check in in another fifteen minutes."

     "Understood," Ward responded. "Only two hours left in my shift to go."

     "Good luck," the voice said before clicking off.

     And then the cube pulsed and the room began to fill with a green fog billowing forth from
the Tesseract.

     Before he could react Ward breathed in some of the strange mist causing him to cough
and stumble as he tried to reach for the alarm.  No longer able to see through the mist he
closed his eyes, reorienting himself to the room, trying to remember where the alarm was rather
than looking for it.  The fog began flowing into his nose, mouth and ears and after Junior Agent
Grant Ward had closed his eyes something else opened them.

     "I am here," It thought as It looked around It's strange, new surroundings.  "Where am I?"
"I am in a S.H.I.E.L.D. Special Operations holding facility," It thought, startling Itself by answering
It's own question.  It continued looking around the room, It's eyes drawn to the glowing blue
cube.  "What is that?" It wondered, drawn to the strange power emanating from the eerie
object.  "It is the top secret artifact designated The Tesseract, this is how I have arrived on this
world," It answered Itself again, just noticing the new structure of It's mind.

     It remember possessing other beings on another world and slowly gaining an instinctive
knowledge about them but now, for some reason, it seemed that It had gained more awareness
of It's host, It immediately knew what It's host knew.  "I am Junior Agent Grant Ward," Ward
thought to It's self.  "I have recently joined the global peace keeping agency known as
S.H.I.E.L.D.  I work for S.H.I.E.L.D. but it is not them I serve, it is another, John Garrett."  He
peered at the Tesseract.  "Power," he hissed. "There is enough power here to bring back the
Great Old Ones."  It was then that the alarm finally went off.

     Flashing red lights furthered illuminated the room as sirens blared, startling Ward.  In
something more than an instant the room filled with security personnel being led by a slim but
athletic woman that Ward recognized.

     "Sit-rep," Deputy S.H.I.E.L.D. Director Maria Hill ordered.

     Even with his new, more highly structured possession of this new host It wasn't used to
communicating verbally.  In the other world the people it had infected with It's alien presence
had instinctively carried out It's wishes to raise power through sex but now It was vulnerable,
alone in a new world, with barely a fraction of the power it had managed to gather from before.
Ward quickly shuffled through his memories trying to discover the trick of talking to humans.
"Um, I was here.  The cube pulsed over there.  The room filled with fog.  The fog dissipated.
The alarm went off.  Then you were here."

     Hill raised an eyebrow at Ward's strange response as she crossed her arms under her small
chest and cocked her slender hips.  "You feeling o.k., Agent?" she asked.

     "Why does she keep talking at me," Ward wondered.  "Um, dazzled?" he answered
hoping it was the correct use of the word.  He searched his memories of his previous
interactions with Hill, noting that she was in charge of the Tesseract project, that he was her
junior agent, and that besides his respect for the woman he also found her attractive.  He
looked over her body as she stood in front of him giving orders to her men, his eyes traveling up
her long legs to her slim waist, from her flat stomach up to her small breasts, her stern face and
ice blue eyes, and her long brown hair tied up to give the illusion of being short.

     "Get to the infirmary, have the docs check you out," Hill ordered Ward.  She noticed him
leering at her and a small shiver she couldn't explain traveled up her spine.  For the first time
she became self-conscious of just how tight her uniform was as she turned to one of her agents.
"Get Selvig on the phone and get him down here," she ordered.  "This room and the outside lab
are on lock-down until he gives the all clear."  As the agents hurried to carry out her orders she
turned and watched Ward exiting the room, noticing for the first time how tight his uniform was
as well, especially across his broad shoulders and muscular ass.  "Eyes front, soldier," she told
herself, a little turned on at the rebellious thought of leering at one of her own agents.

-----

     Ward spent the next half an hour in the infirmary submitting to the doctors' probes, prods,
and needle sticks until they had given him a clean bill of health, telling him to take his time, to
rest before reporting back to his assignment and then leaving him alone.  There had only been
three of the humans and he was sure that with his skills as a S.H.I.E.L.D. agent he could have
killed them easily and silently were they to have discovered his possession but luckily, physically,
he was completely human.  He took some time discovering himself in this strange, but not to
dissimilar, world: his vision had changed, he could no longer see energy but he could feel the ebb
and flow of it around him, he had lost his rapport with the beings he had infected before, and
therefore the power they had given him, leaving him with no choice but to begin to rebuild his
energies, and he also discovered that he could resume his new green mist form, unlatching
himself from his host and floating freely around the room as his host sat listlessly on the bed.

     "Ward, it's Hill.  You awake?" the deputy director asked from the other side of the door.

     "And speaking of rebuilding my power," Ward thought as he sat up on the edge of his cot,
his uniform unzipped to his waist.  "Sure, come on in, Deputy Director Hill," he said
nonchalantly, finally becoming comfortable with talking as humans do.

     Hill entered the room and closed the door behind her, not noticing the strange desire to be
alone with Ward as she took in the tan expanse of skin from his neck to his stomach.  "Stop it,"
she told herself becoming conscious of a warmth starting to spread through her body.  "How...
how are you feeling, Agent?" she asked, feeling kind of nervous for some reason she couldn't
identify.

     Ward smiled and flexed his arms jokingly at Hill.  “Docs gave me a clean bill of health,” he
answered and stared deep into the deputy director’s eyes, following a strange, new instinct.

     “That’s good,” Maria said with a small clip to her words, finding herself strangely,
personally, relieved that Ward was o.k.  “There is is again,” she thought as the strange tingling
sensation crawled up and down her spine again.  She licked her pink lips nervously as she
approached her junior agent, finding herself strangely drawn to him as her eyes traveled up and
down the flesh exposed by his open uniform and his handsome face.  She began fiddling
nervously with her hair before catching herself and trying to settle her hands at her sides.  Her
eyes continued crawling over her subordinate’s fit body and she felt her nipples beginning to
draw up tight and a low throb starting to echo through her abdomen.

     Ward’s eyes crawled over his supervisor’s fit body, her hard nipples poking out through her
tight uniform and her legs beginning to rub together as she began fidgeting nervously in front of
him.  He felt his own energies beginning to flow out of him like a stream and to wash over Hill’s
body, recognizing the sensation he was sending her, lust.  He pulled the top of his uniform
down, leaving him naked from the waist up, and leaned backwards on his elbows to show off his
rippling abs.  In the first world he had been torn into his infection had to spread through sexual
contact or telepathic intrusion, drawing energy from the humans as they orgasmed, but now he
could apparently cause lust by simply directing his now meager energies at his target.

     Spreading his knees slowly, invitingly, he smirked as Hill’s eyes darted to his groin.  “As
you can see I’m perfectly healthy,” he grinned knowingly.  In the previous world he had been an
alien possessing another alien with no interest in humans other than the power they could
generate but now, possessing a human, he found himself with a new appreciation for the human
female body.  “You can check me over yourself if you want.”

     Hill’s fingers began fidgeting over her entire body, fiddling with her utility belt, readjusting
her side arm, smoothing down her hair, tugging at her collar, pulling at her sleeves, and caressing
the sipper of her uniform.  “Why’s my uniform feel so tight all the sudden?” she wondered as
her breathing became faster and her pulse began to pound in her ears.

     Ward continued to feel his power flowing out of him like a warm wave and coursing over
the usually stern and icy woman.  He may have lost a great deal of power when he had been
thrown into this new world but now he apparently had a new ability to acquire more.  “Well,
Deputy Director Hill?  Care to inspect me?”

     It was almost like her fingers were possessed by a will of their own as she reached out and
began caressing Ward’s well-defined muscles.  Hill groaned wantonly as she stepped closer to
him, between his knees, the insides of his thighs rubbing against her legs as she peered into his
eyes.  She had no idea what was happening to her and no longer cared as she leaned down and
he leaned up, their mouths meeting and their tongues entwining as she gave herself over to the
hungry need now coursing through her.

     Ward felt Hill’s energies rising and merging with his own, feeding him, as their kiss slowly
turned from hesitant to fierce.  He reached up and yanked down on her zipper, opening her
tight uniform to her small waist.  She shrugged her shoulders to slid down her top, grunting
with need into his mouth, helping him pull down the top of her uniform to expose her black
sports bra.  He knew he wasn’t strong enough yet to handle more than one human at a time so
he would have to be quick before someone could interrupt them.  He nibbled, bit, and chewed
down Hill’s neck to just above her collarbone as she pulled down the top of her bra, freeing her
small tits, the elastic of the material pushing her breasts up higher on her chest.  He began
licking and sucking eagerly on her small, hard, brown nipples, causing her to moan out in
pleasure as she pressed her small chest against his face.

     A small voice in the back of her head was yelling at Hill to stop, that what was happening
to her wasn’t normal, that she was obviously in danger, but she no longer cared.  It wouldn’t be
completely unfair to call her repressed, on many different levels, but she had good reason.  She
couldn’t afford to be seen as just another woman in front of her subordinates, she had come too
far in her career to be seen as anything other than the second highest agent of S.H.I.E.L.D. but
something about Ward had set her body on fire, she had never been this horny, her body felt like
it was being burned in the waves of lust flowing over her like lava.  Throwing away all of her
morals and principals she replaced them with a longing for pleasure that she had long denied
herself while she reached down and began massaging Ward’s cock through his uniform.

     “Did you lock the door?” Ward asked, breaking from Hill’s breasts and nibbling down her
sternum.

     Hill groaned as Ward’s mouth began traveling down her body.  “N... no...” she panted.

     Ward pushed Hill back a step.  “Then we’ll need to hurry.  Belt off and bend over,” he
ordered as he stood up and stepped behind her.  She quickly complied, her belt clanging to the
floor as he pushed her forward, her hands on the cot and her muscular ass stretching her dark
blue uniform.  He struggled to pull the tight material separating him from her body down to her
knees, exposing her plain black underwear.  The black panties were functional and nothing else,
matching her sports bra and he quickly ripped them away causing her to gasp as her over-heated
body was nearly fully exposed to his hungry eyes.  He cupped and squeezed her tight ass,
wishing that he had more time with her naked body but the threat of being discovered urged
him on to finishing quickly as he pulled his hard cock out of his uniform.

     “Oh fuck me,” Hill groaned as she felt the velvet head of Ward’s cock rub against the wet
folds of her hungry pussy.  “Fuck me, please.”

     Pushing just the soft tip of his prick into Hill’s pussy he gripped her slender hips and
shoved himself forward, burying his hard cock to the hilt in one thrust.

     “Yesss...” Hill began to scream in pleasure as she suddenly came before Ward’s hand
clamped over her mouth, silencing her cry of joy.  He began thrusting into her fast and hard,
her orgasms cresting, falling and then rising again.  She groaned and licked his palm as she kept
cumming, thrusting her body back and trying to fill her needy cunt with his hard meat, the voice
in the back of her head silenced with the first thrust of his cock.

     “I can see why human’s enjoy this so much,” Ward thought as he grinned menacingly.
With Hill grunting enthusiastically instead of screaming he slid his wet hand from her gaping
mouth to cup one of her jiggling tits, rolling the rubbery nipple between his fingertips.  Even
with having sex with two of the human/mutants in the other world he was still new to the act, to
the feel of having a tight cunt wrapped around his cock.  His dick made wet, slurping noises as it
slid easily in and out of her pussy, her juices covering his shaft and balls, dripping onto the floor
as his hips slapped against her ass.  With every shove of his prick into her he shoved his energy
into her as well, mingling and mixing their energies together, bending her to his will.  “Time to
end this,” he thought, a little disappointed to be ending it so soon.  As much as he was enjoying
the act of sex his over-whelming desire was to bring The Great Old Ones to him so that he could
rejoin them and remake this world as it should be.

     Lunging forward one last time Ward buried himself balls deep into Hill’s tightly clutching
cunt, erupting inside of her, filling her with his primordial seed.  As he pulsed inside of her she
came with him, her pussy rippling along his shaft like a fist milking the sperm from his throbbing
prick.  She began screaming in pleasure again, forcing him to release her perky tit to cover her
mouth, stifling her cries of lust as she shuddered against him.  They relaxed forward, their
bodies meshed together as they panted and moaned in spent lust.

     “Ohhh, thank you, Master,” Maria groaned as she lay with her upper body flat on the
hospital cot, her ass high in the air.

     “Master?” Ward wondered as he stood up, his hips still pressed tightly against Maria's
up-thrust rear-end.  A sudden light filled his mind and he could feel the pleasure coursing
through the human woman’s mind, and the all consuming need to serve him.  "Interesting,” he
said as his eyes flashed orange.

-----

     “And what would you like me to do, Master?” Maria thought as she stood in front of the
three guards she had left in front of the door to the Tesseract room.

     “Deputy Director Hill, is there something we can do for you?” one of the guards asked.

     “Remove them from the door,” Ward thought back at Maria.  "Bend them to my will.”

     “Um, Deputy Director Hill?  Is something wrong?” another guard asked as Hill stared
blankly at them.

     “Maybe would should call the Docs,” the third guard asked the others as the Deputy
Director continued to stare past them.

     Maria took a deep breath, her small tits pressed against her tight uniform as she gathered
her Master’s energies now coursing through her since their encounter in the medical lab.  She
released the energies with her breath, her desire flowing out of her and covering the three
guards.

     The guards stared at each other with the same confused looks.  “I, ah... What was...” one
of them stammered.  “I don’t... What?” the second began.  “Ma’am?” the third asked, his eyes
locked on Hill.

     Maria smirked as she watched the three guards beginning to respond to her quicker than
she had originally responded to the Master.  She reached up and unzipped her uniform, baring
her cleavage down to the belly button of her flat stomach.  “Men, I’ve got a special assignment
for you,” she said as she quickly turned and began walking towards a seldom used hallway.  As
she walked past her guards she put an extra sway in her step, showcasing her ass as she pulled
her uniform from her shoulders, letting it fall from her shoulders to her waist to show that she
was completely topless.

     All three guards quickly became fully erect and followed their erections towards Hill as she
led them out of the room.  When they were all in the hallway she turned back towards her men,
her nipples hard and pointed.  “Your instructions are simple, men.”

     All three men saluted, their erections bulging as they spoke as one.  “Yes, ma’am.”

     Maria smirked again, “Service me.”  It was an adolescent power fantasy, sure, but she felt
no shame in living it out now, using her position of power to order her subordinates to do
anything and everything she wanted.  The three men approached her slowly, nervously, and not
quite sure about what was happening or why and she just grinned at their stumbling steps.
One guard began kissing her, his tongue exploring the insides of her mouth as the other two bent
down, each one taking a hard nipple into their own mouths and causing her to moan in pleasure.

     Cupping the back of the heads of the guards sucking reverently at her chest Maria kissed
the third guard back, their tongues wrestling in their warm mouths as the guard moaned in
appreciation into her mouth.  She broke the kiss, her athletic body throbbing in need and at
controlling the men’s sexual needs.  “Everybody take a step back,” she ordered and the men
complied without hesitation.  "Strip,” she said sternly and once again the men did as they were
told, all eager to please her.  "Very nice,” she said as she circled the naked men, occasionally
tracing their muscles with her fingertips, completely ignoring their bare asses and hard pricks.
“Make me want you,” she chuckled.  “Show me what you’re working with.”

     Maria licked her lips hungrily as the three men began posing and flexing for her.
S.H.I.E.L.D. kept it’s agents in excellent shape, requiring a three times a week exercise program
and she was appreciating it more now than she ever had before.  Their pecs were well formed,
their abs well defined, their arms thick and their legs well muscled, it was all the beefcake she
could eat.  She stood in front of them, now lightly caressing their hard pricks, causing them to
shiver, before getting down on her knees.  “Men, present arms,” she said with a grin as they
surrounded her face with their cocks.  She took a cock in each hand and began lightly tugging
on them as she gave small, fluttering kisses to the head of the third.  The men groaned in need
above her but she refused to give them the firm friction they wanted, they belonged to her and
right now she wanted to tease them.

     Ward could feel Maria’s pleasure as he stood in front of the Tesseract, basking in it’s
strange, alien even to him, energies.  “Power,” he hissed, his arms spread wide as he welcomed
the energies washing over him.  “Home,” he whispered.  Since being ripped from the cold
embrace of his primordial home all he had wanted was to bring his home back to him, releasing
the Great Old Ones so that they could fix the world but he had been defeated, cast out of the old
world and thrown into this one.  His rise to power had been slow in the other world, first
discovering the power humans produced on their own and then the power released during their
sexual encounters.  Learning to harness it had taken time, time that his enemies had used to
defeat him but now, now he could realize his dream.  “Home,” he said aloud and began
gathering what little energy he had been able to acquire from Maria so far.

     “Sit-rep,” a voice said from behind Ward, startling him.  He spun around and saw a group
of agents entering the room.  He scanned the faces in the group trying to discover the names of
any people he should know.

     Dr. Selvig, Lead Scientist of the Tesseract Project rushed past the agents and began reading
the consoles connected to the devices holding the alien cube.  “What happened?  Were you
here?  Did you see what happened?”

     Ward recognized the doctor, a older man with a bit of a gut, and knew that he had been
part of an alien incursion in New Mexico.  Selvig suspected that the Tesseract was somehow
tied to the New Mexico incident, something involving an alien species known as the Asgardians.

     “Well, Junior Agent,” a red-haired female agent asked.  "What happened?”

     “Um, I was here.  The cube pulsed over there.  The room filled with fog.  The fog
disappeared.  The alarms went off.  Then you were here,” Ward answered.  His eyes
wandered over the female agent’s fit body.  He recognized her as Natasha Romanoff, also
known as the Black Widow.  She was S.H.I.E.L.D.’s top espionage agent, a position that Ward
aspired to, and also a woman he fantasized about frequently.  Her dark uniform was stretched
tight across her athletic body, a stunning contrast to Maria’s.  She appeared shorter than Maria
with a hour-glass figure, thick thighs, wide hips, round ass, small waist, and large breasts.

     “You feeling o.k., Agent?” Natasha asked in her husky voice.

     “Fine, ma’am,” Ward answered as he began to remember a favorite fantasy of his involving
the Black Widow.

     He thought he spotted a weakness in Agent Romanoff’s stance so he threw the first punch
but it had been a ploy on her part.  She grabbed his wrist and flipped him roughly and easily
onto his back.  The loud thud of his fall echoed through the practice room and he grunted with
pain, his white Gi gaping open to show his muscular chest.

     She planted her foot on his chest, pinning him to the floor.  "You fell for a fake opening in
my defense.  Stand up and try again,” she said sternly without emotion or inflection.

     Staring up at her he noted that her baggy Gi did nothing to hide her figure.  From his
point of view the swell of her breasts hid the bottom of her face as she took her foot off of his
chest and he took a moment to admire her thick ass.  He quickly stood up and assumed his
fighting stance again while the senior agent did the same.  He threw a weak punch that she
blocked easily, her top gaping open to reveal her cleavage jiggling with the force of the impact
and then lashed out with a front kick.  She blocked the kick, her arms down, her body bent over
slightly, her top revealing her dangling tits and just barely concealing her nipples.  He sent his
elbow towards the top of her head but she side-stepped it almost easily, sweeping his leg and
putting him back onto his back.

     “Nice combo,” she said matter of factly, the pace of her breathing slowly increasing.  “But
I’m to short, it gave me more time to dodge while you tried to reach me with your elbow.”

     He peered up at her, her large breasts once again covering the bottom of her face from his
position but now her top was open more, exposing the insides of her cleavage.  “Yes, ma’am,”
he said as he noticed a single drop of sweat of flowing down her sternum.

     “Up and try again,” she said with an almost robotic detachment.

     Quickly getting up and assuming another fighting stance he tried for a front kick again
which she once again easily blocked, her dangling tits jiggling, and then followed it with a second
kick to the side of her head.  She blocked the second kick, her raised arms pulling the top of her
uniform up to reveal her flat stomach as he jumped backwards out of her reach as she tried to
sweep his leg again.  She followed up the sweep with a kick to the back of his knee causing him
to stumble as she pivoted up and gripped one of his wrists, twisting his arm and slamming him
face first into the wall.  She pressed her body against his, her full breasts pressing against his
back.

     “Nice attack but your follow through was a bit lacking,” she said in a unemotional
monotone.  Pressing her body more firmly against him she whispered breathlessly in his ear,
“Now show me what you’re working with.”

     She released his wrist and allowed him to turn around, her full tits now pressed against his
chest, barely separated by their thin uniforms.  “Ma’am?” he asked in confusion.

     She reached between their bodies and began massaging his rapidly hardening dick.  “You
heard me, Agent,” she said, her voice now dripping with lust.  "Show me what you’re working
with.”  With his hard cock in one hand she grabbed the back of his head with the other, kissing
him roughly.  She broke the kiss and smirked knowingly at his stunned face before grasping the
top of his pants and yanking them down, exposing his hard, throbbing cock.  “Hmmm, not to
bad,” she said off-handedly as she appraised his dick.

     He didn't say a word, he knew that this was just a little power play of her's and that she
was in charge.

     "Let's see what else you have going for you," she said as she pulled him forward with one
hand and began pushing down her pants with the other.  Switching places with the junior agent
she stepped out of the bottoms of her Gi and leaned back against the wall.  "On your knees,
Agent," she ordered, smirking the whole time.

     He stared hungrily at her wet pussy, her lips shaved bare and glistening with arousal,
topped with a small tuft of light red pubic hair.  He licked his lips and waited for her orders.

     She gripped the back of his head and shoved him forcefully between her thighs.  "Now
lick," she ordered before grunting as his tongue made contact with her eager pussy.  He licked
around her wet lips, lapping lightly at her warm, tart juices, surprising her that he didn't just
shove his tongue into her tight hole.  Instead of simply starting to tongue fuck her he worked
around her dewy labia, teasing her and causing her to moan out in need.  With just a bit of
pleasure his tongue worked around her burning cunt, around her bare lips, licking at the hollows
on either side of her groin where her thighs met her pussy.  He licked up the outside of her slit
ending just below her clit hood and causing the super-spy to squeak and hump up against his
face.

     As she began slowly grinding against his face she bit her bottom lip and moaned in
pleasure, running her fingers through his hair.  He nuzzled his nose against the sheath of her clit,
teasing her as he stuck the tip of his tongue between her lust plump pussy-lips.  Reaching the
top of her slit he licked around her clit hood, slowly drawing the little pearl out from it's sheath.
He sucked the hard, little nub between his lips and began circling it with his tongue.
"Fuuuckkk..." she stuttered as she held his head to her groin, grinding her cunt against his face as
he left her clit and slid his tongue into her wet, little hole.  "Oh yesss..." she groaned as she
gripped the back of his head and humped hard against the junior agent's face.

     He rolled his tongue into a small tube and began firmly shoving it in and out if her tasty
hole, using his tongue like a small cock to fuck her with.  He took a deep breath, filling his lungs
with as much air as possible, and held his mouth to her dripping pussy, thrusting his tongue as
deep and fast as he could.  He could hold his breath for nearly two minutes and sat that as his
goal to get his commander off.

     She moaned lustfully, her chest heaving as he began working her cunt.  She slid one of
her hands into the top of her Gi, grasping one of her large breasts and squeezing the firm orb,
her flesh pushing out from between her fingers.  She kneaded and moved the fleshy mound
around roughly, her hard nipple scrapping against her palm and sending sizzling bolts of pleasure
coursing through her flushed body.  Her eyes shot open as his talented tongue slid over a
particularly sensitive bit of skin and she felt her orgasm beginning to crest.  "Eat me, lick me,
make me cuuumMM!" she shouted as her orgasm crashed over her, her warm, slick juices
gushing from her spasming pussy and flooding her junior agent's mouth.

     His jaw was drenched with her cum as she ground against his face riding out her orgasm.
He reached around her and squeezed her thick ass as he held her to his face and struggled to
swallow down her warm juices.

     "Very good, Junior Agent," she gasped out as her chest heaved with every panting breath.
"Very, very good."  She released the back of his head and stood up straighter on shaking legs,
smiling wolfishly down at him.  Not bothering to tuck back in her exposed tit she reached down
and picked up her pants and then simply walked off feeling her junior agent's eyes crawling over
her round ass as she made her way to the door.  "Tomorrow we'll work on some slightly
different techniques," she said off-handedly as she left the practice room and let the door close
behind her.

     In the Tesseract room Ward's eyes crawled over Agent Romanoff's body.  "A stupid
fantasy," he decided.  "Ward did not achieve orgasm so there was no release of power.  What
was the point?  I will not make that mistake."

     The Black Widow was used to men staring at her luscious body, it was one of the reasons
she was so adept at espionage but the junior agent's hungry leer was simply disrespectful.
"You have a problem, Junior Agent Ward?" she asked in a tone of voice that certainty let the
junior agent know he'd been caught.  "Maybe you should let the docs check out your eyes."

     Ward continued staring at Romanoff's body.  "No need, ma'am.  The doctors have
already cleared me," he said as he released a bit of his will, his lustful energies covering his
senior agent's tightly clad body.

     Agent Romanoff's breath caught in her chest for a moment before she felt her anger at the
junior agent's disrespect beginning to dissipate.  "Well, he did just go through a thing," she
thought as she found herself beginning to push her ass out slightly and arching her back to
better emphasize her chest.  "A little peek couldn't hurt if it makes him feel better about what
happened."  Her eyes ran over Junior Agent Ward's body as she felt her nipples beginning to
pull up tight and a small tingle begin between her legs.  "Besides, he's kinda cute."


     Selvig derailed Agent Romanoff's train of thought as he angrily slapped the controls of one of the
consoles.  "Argh.  According to this absolutely nothing happened," he said as he spun around,
completely oblivious to the senior agent flirting with her junior agent.  "We should call Tony
Stark.  These machines are based on his designs, maybe he could find something."

     Agent Romanoff looked over at Selvig.  "For a older guy he's not to bad looking," she
thought before answering the scientist.  "Yeah, I don't think that's going to happen, Doctor,"
she said as she remembered when she had infiltrated Stark Industries.  The engineering genius
had been more than a little upset when Director Fury had come clean with the industrialist
about her orders, not to mention the less than glowing psych profile she had submitted.  "Stark
isn't exactly S.H.I.E.L.D.'s biggest fan."

     Ward poured through his memories trying to keep up with Romanoff and Selvig's
conversation.  Tony Stark had been the top weapons designer for the American government
before being kidnapped by a terrorist organization and seeing the death and destruction he was
inadvertently causing.  He had manged to build a suit of armor in order to escape, and defeat
his enemies with in the process, before returning home.  After he had returned he swore off
making anymore weapons and refined his armor, becoming the hero Iron Man.  The Black
Widow had infiltrated Stark Industries under orders from the director of S.H.I.E.L.D., Nick Fury,
who had eventually exposed his plans to Stark trusting the industrialist to do the right thing with
his technologies.  Stark had come through in the end but he was still weary about working with
S.H.I.E.L.D.  Ward could see the benefits of having Stark under his control.  "Perhaps if Agent
Romanoff offered herself to Stark he would be more compliant," he wondered.

     "I don't know what to tell you," Selvig said throwing his hands up.  "These computers are
Stark tech and nobody knows Stark tech like Tony Stark does."

     "Mostly 'cuz he refuses to share his tech with anybody," Romanoff mumbled under her
breath.

     "Regardless," Selvig said in frustration.  "Find me somebody who knows Stark tech better
than Tony Stark or find me Tony Stark.  Until then I can't make heads or tails out of these
readings."

     "Don't worry, Doc," Romanoff said.  "I think I know somebody who can help."

     An image flashed from the Black Widow's mind to Ward's of a non-discript man in a
non-discript suit.  "Coulson," he blurted out as the name came to him.

     "Right," Agent Romanoff told Ward, a warm, knowing smile on her scarlet lips.  "We'll
have Coulson contact Pepper Potts.  Maybe he can convince her to convince Stark to give us a
hand.  Very good, Junior Agent Ward."

     Another image flowed from the senior agent's mind to Ward's, an image of a slender built
woman with light reddish hair.  She was Tony Stark's head of Stark Industries whenever he
wasn't available or just didn't feel like working in his office on any particular day.

     Ward looked around the room, concerned with how fast events were unfolding as well as
his own expanding powers.  He didn't trust his new abilities enough to try and take everybody
in the room even if Agent Romanoff was already feeling the effects and already starting to
respond to him, unconsciously feeding him information.  He had no choice but to wait for his
power to grow and for his influence to spread more.

-----

     Maria was on her knees, her lips stretched wide as the three cocks in her mouth pushed,
thrust and shoved against one another, fighting for more room to fuck her face.  The three men
were grunting in need above her, all desperate for more room inside of her mouth and she was
enjoying the feel of them all struggling for more of her oral attentions as she slid her wet tongue
over their tips.  Deciding to give them just a bit more of the pleasure the craved she pulled her
face away from the eager dicks, her chin shiny with her saliva as she smiled widely up at them.
"Retreat, men," she ordered and smiled wider as they stepped back without hesitation at her
order despite their obvious need.

     Pointing at two of the men Maria said, "On your knees, facing each other."  The two
guards immediately complied, never taking their hopeful eyes off of her naked body.  She
shuffled on her knees between them, one in front of her and the other behind her and nearly
laughed as they groaned in lust.  Pulling down firmly on their shoulders she ordered, "Lick," and
in a flash both men dived low, one shoving his tongue into her dripping pussy and the other into
her tight ass.  "Oh fuck yes," she moaned in pleasure as their tongues began working inside of
her.

     "Ma'am?" the third, lonely guard asked.  "My orders, ma'am?"

     This time Maria did chuckle at the lost, hang-dog look on the naked agent's face.  "At
ease, Agent," she said between panting moans, "Await further orders."  She held the backs of
the other two agents' heads, her fit body twisted slightly as she humped back and forth against
their faces.  She rocked her hips forward towards the agent's tongue buried in her cunt and
then pushed her clenched ass back towards the rear facing agent so he could pierce her rear-end
with his tongue.  They licked and nibbled like eager puppies, to excited too waste time on
technique, which was fine with her.

     The lonely third guard stood at ease and watched his sexy supervisor humping the other
two guards mouths, his dick aching for some sort of release.  She released her hold on the
agent behind her so she could begin to squeeze her small tits, pinching her hard nipples as he
licked his lips and stared hungrily at her small chest.  "Ma'am, may I offer assistance?" he asked
hopefully.

     Maria looked down at her unattended chest.  "Good idea, Agent.  Way to adapt," she
said as she stared at him sternly trying to look very much like a drill instructor who didn't want to
give to much praise to a recruit.  The agent rushed over, nearly poking the agent lapping at her
cunt in the back of his head with his erection, and began sucking noisily at her chest while
showing all the restraint of a nursing calf.  With the added stimulation she began to feel her
orgasm beginning to rise up quickly and then suddenly crashing over her with enough force to
nearly knock her off of her knees.  The three agents held her spasming body up as she rode the
wave of her orgasm, trying to keep herself from yelling out in pleasure and possibly alerting
someone to what was going on and interrupting them.  And then her Comm beeped.

     "Dammit," Maria grunted between lust filled pants. "Let me go, men, and someone grab
my ear piece."  The three men lowered her to the floor, her back to the wall and her knees
drawn up giving a small peek of her dribbling pussy.  One of the agents brought her Comm to
her and she slid it into her ear, activating it.  "Hill here," she said as she tried to control her
breathing.

     "Hill, this is Fury," the Director of S.H.I.E.L.D. said.  "I've got you and Romanoff.  What's
the situation there?"

     "Everything appears green here, Nick," Romanoff said as she eye-fucked Ward behind
Selvig's back.  "And according to Selvig's equipment nothing happened in the first place."

     Selvig didn't even bother to turn around as he slammed his hands against another console.
"It's not my equipment, it's Stark's."

     "And how's that?" Fury asked.  "What exactly happened down there in the first place?"

     Maria tried to coordinate her men using only her hands as she answered.  "According to
the agent on site at the time the Cube pulsed and then green fog filled the room.  After the
cloud of whatever dissipated the alarms went off."

     "And how's the guard?" Fury asked.

     "Fine," Maria and Agent Romanoff answered in unison, images of his naked body flashing
through Maria's mind and Romanoff's imagination.

     Black Widow licked her lips seductively at Ward before speaking again.  "Nick, I had a
idea.  Stark won't talk to either of us but maybe we could send Coulson to talk to Pepper since
they seemed to hit it off."

     "Coulson's on his way," Fury answered.  "Your orders are to re-secure the Tesseract and
bring it to the Hellicarrier.  I want it where I can keep my eye on it."

     "Understood," Romanoff said breathlessly, slowly running her hands over her voluptuous
body for Ward's benefit, not noticing that the other agents were watching her and Ward' flirting
with each other.

     "Roger that, Nick," Maria said as she teased one of her nipples while still trying to conduct
her 3 agents with her free hand.

     "He'll also be bringing a updated information packet for Selvig," Fury continued.  "We're
excavating a site where we believe the Red Skull originally found the Cube.  It appears that
Selvig may have been right and that the Tesseract is Asgardian in origin."

     Selvig finally looked up from his computer console.  "Director, I'd like to call in Jane Foster.
She was there during our encounter with Thor and the other Asgardians and she been studying
Asgardian lore, separating fact from superstition."

     "I'll agree to that, Doctor," Fury said after a moment's thought.  "I'll prepare a security
briefing for her and set her up with a security clearance.  I'd like her to visit the dig site and get
her perspective on what they've found so far."

     "That sounds like a good idea, Nick," Selvig said happily as he turned back to his computer
read outs.  He'd felt bad about leaving Jane out of everything he'd been doing with S.H.I.E.L.D.
since New Mexico but now it looked like he'd finally be able to come clean with her.

     Romanoff grinned seductively at Ward and the group of agents watching her show off her
body.  "Nick, you think about adding Barton or Captain Rogers for extra security?"

     "Negative on Rogers," Nick answered.  "He's still adjusting to life in the 21st century.  I'll
contact Barton and have him meet you at the Hellicarrier.  Fury out."

     "Fiiiinally," Maria gasped out after her Comm finally clicked off and she scurried to her feet.
She threw her earpiece at her pile of clothes and rushed over to her three agents because that's
what they were, her's.  She got down on her knees, straddling the agent laying down on the
floor, grabbing the base of his hard prick, tugging on it playfully to tease him even more.  She
lowered herself down, her hungry pussy slowly enveloping the erect dick and smiled wolfishly as
the agent groaned in lust and need.  The thought of the agent so desperate for her to fuck him
that he'd be happy with anything she decided to do to him was driving her wild with lust and she
nearly came just as her body slowly took in the last inch of him.

     "Fuuuuck," Maria stammered as she fought the urge to cum, her body shuddering as her
near orgasm began to subside.  Regaining control of her sweating, panting body she leaned
forward, presenting her tight ass to the agent waiting obediently behind her as the agent
beneath her began squeezing and sucking on her small tits.  "Mmm..." she moaned, enjoying
the sensations coursing through her body, and she was only a third of the way done.  She
looked over her shoulder at the agent waiting behind her.  "O.k., Agent.  Acquire your target."

     The guard beamed at her, causing Maria to actually giggle at the look of abject worship on
his face as he kneeled down behind her.  He lightly caressed her taunt cheeks before gripping
his shaft and aiming the spongy tip of his cock at the tight ring of muscle closing off her ass.  He
pushed forward slowly, his cock-head popping through her tiny rosebud and causing them both
to groan in pleasure.  She waited patiently for him to get the first few inches inside of her
before pushing back, filling her ass with his hard meat as the cock underneath her began to slide
out a few inches.  Her eyes rolled up in pleasure as the two cocks began pushing and pulling in
and out of her body causing sensations of pure pleasure to course through her.

     With his mouth gaping open like a happy puppy the third guard got on his knees in front of
Maria and presented his cock to her.  "Ma'am," he asked hopefully.

     Maria stared for a moment at the dick in front of her as the others fucked themselves in
and out of her.  "Fuck protocol," she grunted.  "Just fuck me know!" she ordered, throwing
away her little dominance game and just surrendering to the overwhelming needs of her horny
body.  The instant the third cock pushed past her lips her mouth snapped shut around it and
she began lashing it with her tongue as it slid in and out if her hungrily sucking mouth.  At her
order to fuck her the other two men began pushing and shoving into her hot body harder and
faster, her slender form rocking back and forth as she was filled in every hole with hard, thick,
pulsing cock.

     The grunts and moans of the horny S.H.I.E.L.D. agents echoed through the dark hallway
but they were all to concerned with simply cumming by now that they didn't care if anyone
heard them.  They fucked like animals, grunting and groaning as their bodies slapped wetly
together, sweat flying from their bodies as they groped and smashed together.  The first agent
to cum was Maria, her body practically vibrating as it locked still and her orgasm ripped through
her an instant before the agent in her mouth exploded, catching her off guard and nearly
choking her before she managed to begin swallowing his thick load.  The agent in her ass came
a short moment before the agent in her cunt, their strong hands gripping her slender waist and
holding her possessively to their hips, filling her tight holes as they erupted inside of her, the
agent on the floor biting down on one of her hard nipples.  She screamed out in pleasure
around the prick in her mouth as another orgasm tore through her, her athletic body twitching
and shuddering.

     The co-mingled energies of the four humans' orgasms flowed out of them, through the
S.H.I.E.L.D. facility, to the Tesseract room and into Ward as he and the other agents leaned
against one if the walls and watched the Black Widow posing for them.  Agent Romanoff was
bent at the waist pretending to adjust her boots, her thick ass swinging back and forth as their
eyes crawled over her.  Ward felt the energies filling him and was about to use his newly
acquired energies to send a rush of lust throughout the room, bending these humans to him like
Maria and her agents now were when he suddenly felt the energies start to ebb and dissipate
around him.  His eyes shot open in surprise as he wondered, "What is happening?" and anger
filled him.

     The only person affected by Ward's attempt to infect the room was Romanoff as a wave of
pure lust washed over her causing her to gasp out, her hard nipples sizzling and her already wet
pussy gushing with need.  Her eyes rolled back into her head as her lids fluttered and she
whispered in her husky voice, "Oh wow."

     "Oh wow," Maria mumbled to herself from her sweaty heap on the floor.  A moment ago
she had been recovering from one of the most intense orgasms of her life and now she was
suddenly ready for round two.  Or three, she'd lost count.  And judging from the suddenly
hardening cocks of her three agents, they were ready too.

     "Ah," Ward thought.  "Of course.  My expanded powers require expanded amounts of
energy to maintain."  He could feel the Black Widow's libido rising and his rapport with Maria
was more solid than before.  "Closer," he hissed in satisfaction, his rapport with Maria and his
growing rapport with Agent Romanoff closer to what he had been apart of before being torn
from the embrace of the Great Old Ones.  "Closer."

     For a moment Ward simply enjoyed the feel of belonging to a group again before being
interrupted by a plain looking man in a non-discript suit.  "Doctor, Natasha," he said in greeting
as a group of new agents followed him into the room.

     "Ah, Agent Coulson," Selvig said shaking the agent's hand.

     "Phil," Agent Romanoff said, her eyes crawling over his body.  It was difficult to notice
because of the purposeful cut of his suit but she knew he had a rather nice body under his
clothes.  And she wanted to see it again.

     Coulson handed Selvig a thick, manila envelope as he gestured behind him and more
science techs filled the room.  "Here's what we found so far at the Red Skull's site.  These
techs will help you transition the Cube to the Hellicarrier and we're already preparing a contact
packet for Dr. Foster."

     "Excellent, excellent," Selvig said as he opened the envelope and began skimming through
the pages.

     "Let's go people," Coulson said as he began directing his agents, not noticing the junior
agent off to the side following every little move he and his team made.

     "You will all be mine," Ward thought.

-----

To be continued...
- 4
- 5
- 6
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Not the Whedonverse XXX