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Not the Whedonverse XXX	By : Muhabba Category: Marvel Verse Comics > Crossovers Views: 34345 -:- 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
- 7
- 8
- 9
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, pantsless scientist.

     "I'm... I'm not sure..." Selvig answered as he struggled to think his way through the fog
filling his mind, "What happened?"

     "Alien incursion," Tony said drawing Selvig and Captain America's attention as he stepped
into the room.  The billionaire superhero was wearing only his helmet, a single glove, and his
cod piece as he raised his hand palm open and scanned the room, "And I've got some good news
and bad news."

     "What's the bad news?" Steve asked sternly as he accidentally poked the older scientist in
the thigh with his erection.

     "I'm sending it over to Doctor Selvig's console," Tony said, "But the good news is that,
according to my scanners, the alien is gone."

     Selvig looked up from his console at the blonde man who he just assumed was in charge.
"And the bad news is it looks like the effects of the alien... I guess 'Infection', are still present," he
said solemnly as his penis began to harden again.

     "So what do we do?" Steve asked Tony.

     "Thirty minutes," Tony said, "Based on the rate of radioactive decay, the effects should
wear off in thirty minutes."

     "Great," Steve muttered, "What do we do until then?"

     "Jarvis, put a time lock on what's left of my armor and set it for thirty minutes from now,"
Tony said.

     "Affirmative, sir," the virtual reality assistant answered.

     "And what about the rest of us who can't lock ourselves in a suit of armor?" Steve asked
with a disapproving look.

     Tony shrugged.  "Cold shower?"

-----

     Even with no eyes of It's own, It was once again blinded as It made It's way across the Nine
Realms and the multiverse with the speed and force of a comet.

     Frigga, queen of Asgard, placed her hand on her son's broad shoulder.  "A shooting star,
Thor, make a wish," she said warmly.

     "I think you, as well as all the heavens, can guess my wish, mother," Thor said with a sigh.
He stood up straighter, moving slightly to the side, hoping his mother would get the hint and
leave him alone in his private chambers but of course she only held on tighter.

     Frigga sighed at her son's despair.  "You long for her, the human, Jane Foster," she said.

     "Aye.  I would think is obvious to the whole of Asgard," Thor said, his head bent so that
his blonde hair hid his face.

     "Oh, I think a mother would notice before the whole of Asgard," she said as she laid her
head down on her son's shoulder.

     At first Thor stiffened at his mother's touch before leaning his head against her's.  "With
the destruction of the Rainbow Bridge I have no way to reach Earth.  Perhaps I should accept
the fact that I'll never see her again?"

     Frigga smiled a bit.  "You are a romantic, Thor, and pout as you did as a child.  Even now
your father's engineers work to repair the Bifrost so you only have to wait.  A task that
shouldn't be beyond the chosen hero of the Nine Realms," she said sweetly into his ear.

     "Would that time was a villain that I could vanquish, dear mother," Thor said with more
than a touch of sadness.

     Moving her head from Thor's shoulder, Frigga cupped his face and brought his face up to
stare into his eyes.  "Even those that live as long was we must bow to time, my son," she said
before kissing him on his brow, "But there are ways we can make the march of time pass more
sweetly."  Leaning forward the Queen of Asgard kissed her son, her lips meeting his as she
pressed herself closer to him.  She wrapped he arms around his solidly built body and held him
close to her.

     Thor broke his mother's kiss and peered into his beautiful mother's eyes as he ran his
finger through her curly, auburn hair.  "Are we Olympians now?" he asked with a chuckle.

     "Not quite that bad," Frigga said with her own chuckle as she melded her body against her
son's, "But we are gods and therefore set above mortal standards."

     Wrapping his powerful arms around his mother's lithe body, Thor smiled.

     "It is good to see you smile, my son," Frigga said as Thor leaned forward and kissed her
passionately.  His tongue slipped past her lips and caressed the warm, moist inside of her
mouth, drawing a gasp of pleasure from her.  She pressed her body even more tightly to his as
she wrapped her arms around him, sliding he hands up and down his back.

     Without warning, Thor easily lifted his mother up into his arms drawing a squeal of
surprise from her.  He carried her effortlessly to his bed and threw her down onto the bear skin
covers, smirking wickedly down at her.  She looked up at him with a sly, knowing smile as he
reach up to the neck of his top and ripped his shirt off.  Frigga's hands immediately went up,
her fingers exploring the contours of his muscles, simply enjoying the feel of him in her hands.
He slipped his hands into his pants but his mother stopped him from undressing further.

     "Let me," Frigga said breathlessly as she removed her son's hands and held them at his
sides.  He struggled weakly, letting her take control for the moment.  She bent forward and
gripped the front of Thor's pants with her teeth as she looked up at his handsome face and sky
blue eyes.  He was staring down at her with a hungry look on his face that sent a echoing throb
through her body.  She stared fiercely up at him and with a growl ripped the front of his pants
away.  His nearly erect cock bobbed in front of her face but she kept her eyes locked in his.

     Never taking her eyes off of her son, the Queen of Asgard extended her moist, pink tongue
and used it to draw her son's thick, pulsing cock into her mouth.  Letting Thor's prick harden
fully in her mouth she sucked on the length of him while massaging him with her tongue as he
throbbed to life in her mouth.  He struggled against her hands but she kept a firm hold on his
wrists as she began sucking his full length into her mouth.  As her son's sensitive tip reached
the top of her throat she began to slowly bob her head back and forth, her lips stretched tightly
around his shaft.

     Thor once again struggled weakly against his mother's hold on him but let their game
continue.  He began rocking his hips back and forth, trying to fuck her talented mouth but every
time he pushed forward she pulled back, teasing him with her amazingly talented mouth.
Finally frustration overtook him as he shouted, "Enough!"

     Shoving his mother onto her back, Thor ripped the last of his clothing away.  Frigga
laughed out in excitement which egged him on more.  He leapt down on top of his mother and
she squealed in joy as he began ripping her dress.  When she was as naked as him he gripped
her wrists and pulled her arms up above her head raising her small breasts up high and tight on
her chest.  She struggled against him but he was far stronger than her and he kept a firm grip as
he slid in between her slender legs.

     Frigga gasped out as her son bent down and began to hungrily suck at her breasts, lashing
her hard, pink nipples with his tongue as she continued to playfully struggle against him.  She
arched her back to push her chest up, giving Thor easier access to her tits as he licked across her
chest to her other firm breast.  Rolling her hips up against his cock she rubbed her hot, wet
pussy along his length, teasing her clit with the Prince of Asgard's shaft.

     Refusing to release his mother's slender wrists, Thor rocked his hips back and forth and
side to side until he heard Frigga gasped out and knew that he had found her needy pussy.
Working his hips he managed to find the heated entrance to her cunt and pushed forward until
the tip of his cock was inside of his mother.  He released her wrists and held himself above her,
her arms circling his neck as her legs wrapped around him.

     "Do it, Thor.  Claim me," Frigga gasped as her son held himself still above her.  He slowly
pushed himself forward, his thick cock parting the moist walls of her pussy as he filled her.  His
hard prick inched inside of her, driving her wild with desire and she groaned out in lust and need.
She rocked her hips up, desperate to get as much of her son's cock inside of her as she could but
he continued working himself into her slowly, teasing her with his mighty meat.

     Thor never broke eye contact with his mother as he slid inside of her until the last inch of
him was buried deep in her cunt.  He closed his eyes for a moment to concentrate on the
pleasure her tight cunt was giving him as it rippled along his length.  He slid his prick out a slow
inch as he looked down at his mother, her hair plastered to her forehead with sweat as she
writhed in pleasure beneath him.  Her eyes were closed as she concentrated on her own
pleasure and he smirked in satisfaction at making his mother feel so good.  And then he
slammed back into her.

     "By Odin!" Frigga screamed as she came, her naked body sliding up her son's bed with the
force of his thrust.  Her head banged against the head board as Thor began hammering into her
relentlessly, one orgasm cresting and rolling through only to be replaced by another as her son
pounded into her.  Her slick juices gushed out of her cunt as she held onto her son with her legs
wrapped around his thighs and one arm wrapped around his neck.  Her free arm was braced
against the headboard as she was rocked head first against it, her screams of pleasure and joy
echoing through her son's private bed chamber.

     Sitting up on his haunches, Thor pulled his mother up to him, her taunt ass resting on the
tops of his thighs, her weight on her shoulders.  He gripped Frigga's slender waist and held her
to him as he barreled away inside of her.  Her small tits jiggled wildly on her chest as he
pounded into her cunt, her mouth open and gasping for breath as he effortlessly brought her to
orgasm again and again.  Her flesh gleamed with sweat as she gripped the bed coverings, her
eyes glazed over in pleasure as he fucked her like a Viking warrior.

     Thor could feel his dangling balls pull up tight as his own orgasm began to over take him.
He shoved his mother off of his lap and slid up beside her head.  He gripped his throbbing cock
at the base, fisting himself as he aimed his prick at Frigga's gasping face.  She reached up with
one hand and lovingly caressed his heavy balls, triggering his orgasm, his thick cum covering her
panting face as he emptied himself, groaning in pleasure.

     As her son grew soft, Frigga used her finger to wipe her son's thick cum off of her face,
licking his seed until she had swallowed it all.  Thor thoughtfully brought her a basin of cool
water and a cloth to clean herself with.  After they were as clean as they could be without a
bath, he crawled into bed with her and she cuddled up to his broad chest.  "My hand-maidens
will be most displeased with you for ruining my dress," she giggled.

     "Heh, it will not be the first time they've be upset with me," Thor chuckled.

     "Yes, I seem to remember several of them becoming upset with you during your
adolescence," Frigga chuckled.

     "Only after a snuck out of their chambers in the mornings," Thor said with a smile.

     Frigga giggled and playfully slapped her son's chest.  "There are some things a mother
doesn't need to know about her son," she said with a giggle.  "But there is one thing I would
know..."

     "Aye, Jane Foster still weighs heavily on my mind," Thor admitted, "But mayhap less
heavily now."

     "If the Norns will it, you will see your lady love again, my son," Frigga said as she stroked
her son's broad chest.

     "Aye, if the Norns will it," Thor murmured, "But I think my thoughts would be lightened
even more if I knew what was happening on Midgard."

-----

     Nick Fury made his way as quickly as he could through his office.  His mind was clear but
he noticed, by the painful erection tenting his pants, that he was still feeling the effects from the
alien incursion.  He stumbled to the door to his office and quickly locked it before turning
towards the couch.  He had woken up and found himself and Hill both half naked with their
clothes puddled around their ankles.  He had quickly redressed himself and his Deputy Director
and gotten her on the couch as she slowly began to come to.  She had a small bump on her
head and he vaguely remembered her bumping her head on his desk before they had both
passed out and guessed it was the reason she hadn't come around yet.  Suddenly his attention
was drawn to the chair to his desk swiveling around to reveal and nude young woman with a
voluptuous body smirking at him.

     "Hiya, boss," Darcy quipped from the swivel chair.

     For a moment, Fury was actually startled by the young woman.  Gathering his wits he
stormed over to his desk.  "Who the hell are you and why are you sitting in my chair?" he asked
angrily as he pulled the large chested woman to her feet and sat down.

     "Is that anyway to talk to your new secretary?" Darcy asked sarcastically.

     "Out.  Now," Fury ordered as he powered up his computer, "And how the hell did you get
in here?!"

     Darcy lazily leaned against the desk and began toying with her hair.  "You were helping
what's her face into the couch and I'm afraid I can't leave quite yet," she said with a smirk and
not even looking at the director.

     "And why's that?" Fury grumbled as he pointedly punched the keys on the keyboard.

     "You locked the door so unless you wanna give me your super secret pass code..." she said
with a sly smirk an shrug of her shoulders.

     "Give me a sec," Fury growled.  "What's wrong with this?" he asked as he angrily slapped
his computer monitor.

     "You trying to reach someone cuz you can't do that cuz communications are still down,"
Darcy said nonchalantly.

     Fury allowed himself to look up at the girl while trying to ignore her nudity.  "And how
the hell do you know that?" he asked in frustration.

     "Tony Stark told me," Darcy said flatly, "And he also told me to tell you that the alien
radiation stuff is gone."

     "Is that so," Fury said skeptically, "Then how do you explain this... this..."

     "Boner?" Darcy interrupted.  "Tony Stark said that the effects would last for
approximately thirty minutes and that you should lock down the Hellicarrier until then," she
Finished.

     "And what the hell do we do until then?" Fury grumbled.

     Darcy slowly eased her way up onto the director's desk until her feet were dangling off the
floor.  "I've got several good ideas," she started before pointedly looking down at the hard-on
poking through the director's pants, "...Big Guy."

To be continued in Not The Whedonverse XXX Pt. 03 Buffy the Vampire Slayer.
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Not the Whedonverse XXX