The Erotic Phoenix Saga: Promotional Passions

BY : marvelmaster616
Category: X-men Comics > Het - Male/Female
Dragon prints: 830
Disclaimer: I don’t own Carol Danvers, Ms. Marvel, Captain Marvel, or X-Men. I am making no money off of this. They are the property of Marvel and Disney. Please don’t sue.

The Erotic Phoenix Saga: Promotional Passions

AN: The following is a one-shot based on my series, The Erotic Phoenix Saga. It’s another scene that I’d hoped to work into the plot of Intimate Alliance, but could not find a way to make it work. As such, I’m going to offer this as a one-shot.

In the timeline, this takes place after the events of Chapter 6: Rogue Desires, in which Cyclops and Jean Grey rescued Carol Danvers and Rogue. After the events in that chapter, Carol left the Avengers briefly to join X-Corp. Reading that part of Intimate Alliance is not necessary, but it does help.

Disclaimer: I don’t own Carol Danvers, Ms. Marvel, Captain Marvel, or X-Men. I am making no money off of this. They are the property of Marvel and Disney. Please don’t sue.

‘These mean inner thoughts or psychic communication.’

Warning: This story contains graphic depiction of sex. If you not comfortable with that kind of content, I don’t recommend reading this. As always, I welcome and encourage feedback or comments. Please post them on the fanfiction website or send them to me directly via email. Either way is fine. Enjoy!

Downtown Boston

“This was nice, Carol. I’m glad you convinced me to do this,” said a smiling Scott Summers.

“Spoken like a man who’s used to having his arm twisted by beautiful women,” quipped a humored Carol Danvers.

“I won’t say I’m used to it,” he laughed. “I like to think I can be swayed with the right incentives.”

“Sure,” she scoffed, “as if box seats to a Yankees/Red Sox game at Fenway weren’t incentive enough.”

“You do remember I’m a Mets fan, right?”

“Hey, as long as you’re not a Yankees fan, I knew you’d get out in one piece.”

The former X-Men leader laughed again as he walked with Carol through the streets of downtown Boston. It was almost midnight, but the city was still lively and for good reason. The Red Sox just won a game against the Yankees in a game that went to extra innings. People were in a jovial mood. The bars and restaurants were humming with activity. The crisp summer night encouraged them even more. It was easy to embrace that Bostonian spirit.

Having grown up in Boston, Carol’s love of her former hometown showed. Wearing jeans, a Red Sox tank top, and a baseball cap, she clung to his arm with lingering excitement. Scott’s ears were still ringing from all the cheering she and the Red Sox faithful let out when the game concluded in their favor. It felt therapeutic and not just because Carol’s team won.

Scott hadn’t been to a ball game in a while. He didn’t have much time for sports since founding X-Corp with his wife, Jean. He hadn’t gone out much, either. He and Jean had been busy lately, expanding X-Corp’s reach and influence. He hadn’t been that eager to attend a game on some random Saturday night, even with box seats and a primetime matchup. That changed when Carol Danvers presented it as more than just a ball game between associates.

“And for the record, I knew you needed this, too,” Carol said to him as they crossed a busy street, “almost as much as I did.”

“Almost?” Scott questioned. “What needs are we referring to here?”

“For you, it’s simple. I saw how you and Jean were acting at that keynote in Europe. You hop-scotched across the continent, selling X-Corp’s brand in this huge marketing blitz. Even with Tony lending you his private jet, I doubt you slept much. That cosmic bird in you can only hide the side-effects to a point.”

Scott shot her a bemused grin, but chose not to argue. The Phoenix Force allowed him and Jean to soar through space and make love on the moon. However, it didn’t undo their very human limitations. That included the effects of long days, restless nights, and jet lag.

“I’m…going to plead the fifth on that,” said Scott.

“I could also point out how bad you were at blowing off steam before X-Corp,” Carol added, “but I’m not gonna.”

“Thanks,” he said with a half-grin. “If I want to recall that experience, I’d go drinking with Wolverine.”

“And you’d come out more uptight than before. That, I’m sure of,” she said. “But that’s just one of your charming personality quirks, Summers. For me, this isn’t just about taking a night off or seeing the Sox beat the Yankees. Sure, that’s a nice bonus. But I’ve had a lot going on lately.”

“So I’ve heard,” said Scott.

“Trust me. You haven’t heard half the story.”

Carol fell silent. Her demeanor became more serious, as well. Still holding onto his arm, she led him down another block that was less crowded. Her apartment wasn’t too far from where they stood, but she wasn’t in a hurry to go back.

The way she’d carried herself all night hinted at other motivations. She didn’t treat this as a fun night out with a friend or co-worker. She didn’t treat it as a full-fledged date, either. She could’ve offered that from the beginning. She knew that he and Jean’s marriage was flexible, in that respect. Scott even offered to call it a date when he accepted her invitation, but Carol was adamant. She wanted something different from him.

“I’m sure you’ve heard the basics,” Carol said as they walked along a quieter part of the street. “Since joining X-Corp, I’ve drowned myself in my new role.”

“I’ve noticed,” Scott said. “X-Corp’s new Boston office went up in record time. The number of people picking fights with our clients and partners went down as well…a lot.”

“You’re welcome,” she said.

“Although, we still might get sued for that limo you totaled with a photon blast,” he pointed out.

“The guy was a Roxxon lobbyist. Take it out of my bonus. I can handle that part of the job. I’ve never had a problem with big obstacles or heavy lifting.”

“That, no one doubts, Carol.”

“But that’s still the easy part, relatively speaking. Staying busy has always been my preferred distraction. Being an Avenger always gave me plenty of that. But since I left…since I’ve given Cap, Tony, and pretty much everyone else the silent treatment…I’ve spent more time than usual alone with my demons.”

Carol let go of his arm. She continued walking alongside him, but put a little distance between them, as if to protect him from those demons. Scott offered a concerned glance, but she turned away and hid her expression. He could still sense the conflict in her. Some of it was new, but most of it was old, having been there long before her encounter with Rogue or the Kree.

“Is that why you reached out to me?” Scott asked. “Because I’ve been in your mind and seen some of those demons?”

“That’s one of many reasons, Scott,” Carol said. “Being a great guy, a good listener, and not a Yankees fan were larger factors in why I singled you out.”

“But that wasn’t the biggest, was it?” he surmised.

“It would be a lot easier if it were,” she said with a frustrated sigh. “Those demons you saw got a lot uglier after my clash with Rogue. Believe me. That’s not something you want to deal with as a recovering alcoholic. It’s hard enough avoiding temptation, wanting nothing more than to silence all the monsters with a big bottle of Jack Daniels. But that’s a short-term solution with long-term consequences.”

There was plenty of self-loathing in her voice. Carol never hid her struggles with alcoholism. It was one of the first issues she brought up when he and Jean welcomed her to X-Corp. She’d been in a bad place before Rogue attacked. After what Marcus Immortus did to her, she had quite a few open wounds that had just started to heal.

Scott recalled meeting with her privately, talking about her history with addiction and helping her forge a new path. Like Charles Xavier had done with other vulnerable souls, he offered counseling, as well as helpful resources. He’d even agreed to be her sponsor with Alcoholics Anonymous, checking in with her regularly as she adjusted to her new role with X-Corp. Now, he wondered whether he’d done enough.

“Do the regular meetings still help?” Scott asked her, still giving her space.

“Yeah, they help keep me on the wagon, but they can’t stop it from shaking,” she continued. “And I need my sobriety for what I’ve been going through. I’ll need it even more for what lies ahead of me.”

“You know Jean and I will keep doing our part,” he reminded her. “I’ll even make more time if necessary.”

“You’ve already done plenty and then some. Before this night is out, I suspect you’ll do more,” said Carol. “But let’s not get ahead of ourselves. While I’m still basking in the glow of a Sox victory, I want to lay something out for you…something I’ve been mulling over for a while now.”

“What is it?” Scott asked.

She paused for a brief moment. They stopped walking, now standing outside a closed office building. Carol looked around, making sure there weren’t too many people nearby. Whether it was to avoid interruptions or evade eavesdropping, she took on a more hardened demeanor. Standing before him, Carol now had the poise of a former Air Force pilot and Avenger.

Scott hadn’t seen that look often, but he’d seen it enough to know its importance. Carol had been contemplating this for a while now. She was finally ready to share it with someone.

“I’m dropping the Ms. Marvel title,” said Carol in an overtly official voice. “I’m ditching the uniform too…mask, thigh-high boots, waist scarf, and all.”

“That’s…pretty drastic, Carol,” Scott said. “Does this mean you’re leaving the superhero world entirely? Because I don’t want X-Corp to be the reason you left.”

“Don’t get ahead of yourself, Summers. I said I’m ditching Ms. Marvel. I didn’t say I’m ditching the superhero gig, entirely. I need that in my life…now more than ever. But I can’t keep doing things like I did before. I’m not the same person I was when I got blown up by a Kree superweapon.”

“It wasn’t that long ago,” he pointed out.

“For me, it might as well be another lifetime,” Carol retorted.

She sighed again before pacing somewhat. Scott remained where he stood, watching her intently with a mix of intrigue and worry.

“Ms. Marvel was basically my first mission,” she went on. “I took on that title without any baggage or burdens. I was this young, wide-eyed woman with an idealized version of who I wanted to be. And I wasn’t going to let anyone stop me. I was so damn strong. I thought I could punch, blast, and fight my way through anything.”

Carol shook her head and scoffed, as if to scold her younger self. Scott understood. He’d been in that position too. Everyone in the original X-Men had. Him, Jean, Hank, Bobby, and Warren all had this bold vision of what they would be.

It seemed so quaint, a bunch of teenagers thinking they could change the world just by being mutant superheroes. Just like Carol, that entire notion fell apart once the real world hit. It just hit Carol harder than most.

“We were all that foolish at some point,” Scott said, offering Carol an understanding gesture.

“Some were more foolish than others,” she said, still dead serious. “I thought I did everything right, joining the Avengers and following their example. And it worked at first. It’s easy when you’re following Captain America into battle. But then, you start fighting your own battles. And you realize you can’t always be as bold as Cap.”

“No. We can’t,” he said plainly.

“I lost my first big battle when Mar-Vell died. I lost another against Immortus…and another against Rogue. Every time I lost, I kept trying to be that person I envisioned…that powerful woman who took the name Ms. Marvel and dared to fight bad guys in a glorified leotard.”

“You still won most of those fights,” Scott said. “You also looked good in that outfit.”

“Thanks,” said Carol with a half-grin, “but winning big battles and showing off my butt only goes so far. After leaving the Avengers, working with X-Corp, and living with my demons, I realized something. After everything I’ve been through…where I’ve been, where I am, and where I want to go…I can’t keep trying to be that person. The more I try, the more I anchor myself to the past.”

Her demeanor shifted once more. Carol went from being a stern soldier, following the training she’d learned in boot camp, to being the woman who blasted Hydra superweapons with a smile. She still had the spirit of a superhero. She still strived to fight for something greater than herself. She just didn’t want to do it as Ms. Marvel anymore.

“That’s why, from here on out, I’m going by a new title…Captain Marvel,” Carol said, sounding both definitive and confident.

“Carol Danvers…Captain Marvel,” Scott said, picturing her fighting her battles under that name. “Yeah, that name suits you. It suits you perfectly.”

“Thanks,” said Carol. “You’re the first one I’ve told. I plan on making it official tomorrow morning. I’ve even got a new uniform I hope to show off.”

“I’ll gladly help with that. You can expect X-Corp’s full support. I doubt the Avengers will object.”

“I appreciate that. But it’s not just about labels. Before Mar-Vell died, he offered me that title. He challenged me to join the same ranks as him. He also warned it came with a cost. It sets a high bar for everyone who embraces it. It also makes you a target.”

“But that’s not why you rejected it at the time,” Scott surmised.

“Honestly, I didn’t give it much thought. I didn’t think the title mattered. And it really doesn’t when you’re young, dumb, and hopelessly idealistic. It only starts to mean something when it becomes part of your identity…more so than you expect.”

“Yeah, that catches us all off-guard,” he said. “And that’s coming from a kid who used to iron his uniform every night.”

They both laughed. The mood between them lightened somewhat. Still standing in front of the darkened bookstore, the streets around them got a little quieter. Most of the Red Sox fans had already filed out and made their way to other parts of the city to celebrate. There were no bar, clubs, or lounges along this street, creating a rare sanctuary amidst the typical urban bustle.

Within that sanctuary, Carol Danvers took on a new poise and persona. Scott felt like he was seeing the first moments of her transforming from Ms. Marvel to Captain Marvel. It was quite a sight, more so than watching the Red Sox win in extra innings. Having seen other beautiful women undergo similar transformations, namely his wife, Scott admired her. She returned his admiration with a confident grin that could make any man feel empowered.

“Now, I want that title and all the burdens that comes with it,” Carol said definitively. “I’m ready for it. As Captain Marvel, I believe I can go higher, further, and faster than I ever could as Ms. Marvel!”

“I can safely say I share that belief,” said Scott confidently. “And rest assured, no matter how high, far, or fast you go…X-Corp will stand by you every step of the way.”

“I know it will. You guys are a big reason why I’m taking this step. I don’t know if I’d have done it without you.”

“I think you would’ve eventually,” he said with a friendly grin. “I’ve come to know you pretty well, Carol. I’ve seen how driven you are.”

“And I’m grateful for that too,” said Carol. “You, Jean, and the rest of X-Corp…you’ve put me on the launching pad. Now, I’m ready to take off!”

“I look forward to cheering you on. I’m sure plenty more will join me.”

“Your support means more than most, Scott…more than I can to put into words right now.”

There was a distinct undertone in her voice. If she’d hoped to hide it amidst the noise of Downtown Boston, she didn’t make much of an effort. Scott had heard that tone before, albeit under different circumstances.

As if to eliminate any ambiguity, Carol slipped in closer. A sly grin formed on her face. With the skill and cunning of a trained soldier, she snaked her arms around his neck, allowing her body to press against his. Scott remained frozen where he stood, his hands still hovering just above her waist at first. The grin on her face widened, letting him know that this was exactly what he thought it was.

“Carol…” Scott said, her lips inches apart from his.

“At ease, soldier boy,” she teased. “If I can’t put it into words, maybe this will get the point across.”

In another gesture that sent an intimate message, she grabbed his wrists and guided his hands to her butt. She even helped him slip both hands into her back pocket, encouraging him to squeeze her ass, which she’d shown off for years as Ms. Marvel. Even in dirty jeans, her butt felt great. It was more than enough to get Scott’s blood flowing in one direction and his thoughts racing in another.

Memories of their last intimate exchange came rushing back. When he and Jean offered her a chance to join X-Corp, she accepted gladly. She also threw in a supplemental gesture, one that resulted in the three of them stripping naked and indulging in a chaotic yet satisfying venting of three-way sex. That had been a bonus. Scott sensed that this was different. That became more apparent as Carol continued pressing her body against his, conveying a very motivated desire.

“This brings me to the secondary reason I asked you out,” Carol said in her seductive voice.

“Only secondary?” Scott questioned.

“My main goal was to tell you my decision,” she said. “Depending on how you reacted – and depending on how the Sox played – I was hoping to pursue another goal.”

“Well, the Sox won, your rubbing your thigh against my crotch, and I’m squeezing your butt. I’d say there’s plenty of hope brewing.”

“I promise, I’m not about to ask for some meaningless some booty call. I even ran this by your wife before I asked you. I know how you like to manage this sort of thing.”

“I appreciate that. So does she,” said Scott, squeezing her butt a little harder to show his appreciation.

“And I wouldn’t be that proactive if this weren’t important to me…important and personal,” she said.

The way she embraced him, pressing her breasts against his chest and rubbing her thigh against his groin, hinted at a different kind of desire. Carol Danvers wasn’t the kind of woman who just seduced a man in the streets because she was lonely and horny. She was better than that.

Something else was driving her and Scott found it very alluring.

“Between booze, Rogue, and Marcus Immortus…I’ve lost a lot,” she said more intently. “There are parts of my soul I can never get back. But there’s one thing I refuse to lose…one thing Marcus tried to take from me that I’ve struggled to get back.”

“Yeah? And what ’s that?” Scott asked, matching her intensity.

“The ability to connect with someone…on my terms, by my choice, and for reasons that are entirely mine. It may not sound like much. It’s not like guys don’t look at my ass and think dirty thoughts.”

“I’m married to a psychic. I promise they do.”

“But this is something else I avoided as Ms. Marvel. When Immortus took me, he tried to twist my desires…making every want and need align with his. He made me habitually uncertain of what I wanted…be it sexually or what title to go by.”

“That’s awful,” Scott said.

Her gaze on him narrowed. She caressed the side of his face, the desire in her eyes growing by the second. She even slipped her hand down past his waist and rubbed the slight bulge that had formed in his pants. Scott reacted strongly, but favorably to her touch. That convinced him that Carol was very much in control of her desires.

“The way I see it…in order to be Captain Marvel, I need to take control of my desires. Whether it’s the name I go by, the uniform I wear, or the men I invite to my bed…I have to make them mine again.”

“Then tell me, Ms. Danvers,” Scott said. “What do you desire right now?”

She snickered playfully, drawing his face closer to hers. Scott could already smell her lipstick and the lingering scent of a ballpark chili dog on her breath. Carol’s new drive was every bit as strong as her sex appeal.

“I want to invite you to my apartment, get out of these itchy clothes, and have hot, steamy, amazing sex…the kind a girl can only have with a new title and a Red Sox victory,” she said in a deep, seductive voice. “And in case you need more incentive, maybe this will help.”

Never one to do things half-way, Carol Danvers drew him into a deep, sensuous kiss. The taste of her lips, the power of her touch, and the feel of her butt captivated the former X-Men leader. In her intimate gesture, she carried herself like a new woman, emboldened and assured of her new path. Scott didn’t need that much incentive to accept a sexual invite from a beautiful woman, but Carol gave it a far greater meaning.

She’d given him a chance to embrace that meaning. What honest man could refuse?

“Carol Danvers, I gladly accept your invite,” Scott said, as soon as their lips parted, “and for the record, I didn’t need the extra incentive.”

“I know,” she said. “I was just trying to get you motivated.”

“Well, mission accomplished. I’m very motivated,” he said, the bulge in his pants making that apparent.

“Good to hear, Summers,” she said, “because if I’m gonna raise my game as Captain Marvel, I’m gonna do it on both the battlefield and the bedroom!”

Carol’s Apartment – No Less Than 5 Minutes Later

Carol Danvers was a woman on a mission. She’d had that mentality all he life, identifying a goal and pursuing it with intense determination. It helped her become an Air Force pilot, an astronaut, and a superhero. Now, she was channeling that same determined drive to sex.

As soon as Scott Summers accepted her invitation, she kissed him again, which she quickly turned into a messy make-out session in the middle of a street. Before anyone could notice or interrupt, she wrapped her arms around his waist and took to the air. She probably attracted some curious gazes from the crowded streets below, but that didn’t dissuade her for a second.

Carol was content to let them celebrate a Red Sox victory on their terms. She had a more elaborate celebration in mind, as well as bolder goals.

“There! My apartment,” was all she got out between the first kiss and take-off.

Scott offered no protest. This definitely wasn’t the first time a beautiful woman took him in her arms and flew off in pursuit of hot sex. Carol hadn’t forgotten who he’d married or what cosmic force had bonded to him.

He’d been all over her since they took off, kissing back with plenty of tongue and squeezing her butt. His hands never left her back pockets while she freely explored, his manly physique as they soared over the Boston skyline. The more the felt that masculine body underneath those casual clothes, the more she wanted to feel his bare flesh against hers.

‘I’m so horny. I’ve never wanted a man this much before. Has it been that long since I got laid? Or have I been doing it wrong?’

Carol didn’t have time to contemplate the finer details of this pursuit. The trip to her apartment was swift. They landed atop the fire escape, which Carol often used to fly off and land as she pleased. As soon as they touched down, she led him into her bedroom through the window where her unmade bed awaited them.

“The bed…sit!” she said, short of breath as she pointed out to a spot on her bed.

“Yes, ma’am,” said Scott, as though he were responding to a superior officer.

Carol hadn’t planned for her command to sound like that. She didn’t expect to find it so hot, either.

Scott found it similarly appealing because he couldn’t comply fast enough. Despite how much he’d enjoyed squeezing her butt, he still obediently parted from her arms and sat down on the edge of her bed. It was enough to make her wonder how his and Jean’s vibrant sex life had evolved.

“So formal and official,” Carol remarked. “You’ve been well-trained, Mr. Summers.”

“Thank my wife and the Danger Room,” Scott said.

“They already have my gratitude,” she said, “and by the time I’m done, I’ll have yours too.”

Emboldened by this orderly dynamic, Carol seductively loomed over the man before her. She stood towering over him, showing the same confident poise she’d shown earlier when she announced her new title as Captain Marvel. Scott showed deference to that poise, leaning back on his arms and ceding more authority to her.

That turned her on even more. She could feel it in her panties, the moist heat between her thighs turning rapidly into full-blown arousal. She’d planned to take it slow, having not had sex since her last encounter with Scott and his wife. She revised those plans quickly.

“If we’re gonna do this, we’re gonna do it my way,” Carol said in an authoritative tone.

“I expect and hope for no less,” said Scott.

“Good! Now sit there like a good solider while I slip out of these sweaty clothes.”

He replied with a simple nod, hiding his own growing arousal. There was still a noticeable bulge in his pants, so it wasn’t like he could hide it. Carol planned to make that even more difficult.

Tapping into a sexiness she didn’t know she had, Carol carried out a little striptease for the obedient man before her. There was no music, neon lights, or stripper pole to work with, but she didn’t need one. She was determined, motivated, and horny. That was all Carol needed.

She started off with the basics, casually tossing off her Red Sox hat and slipping her shirt off over her head. She swayed her body a bit in the process, showing off her ample breasts that her push-up bra had barely contained. Scott hid his reaction well, but not enough to hide how much he wanted more.

Carol further channeled this newfound sexiness, undoing her tight-fitting jeans and wiggling her hips as she slid them off to reveal her matching panties. She wasn’t usually this theatrical while undressing, even during sex. Back with the Avengers, her female teammates often commented how casual she was in getting undressed. They might have gotten the impression that Carol didn’t have a sexy side. If they could see her now, they would know how wrong they were.

“Ah! That’s better,” Carol said, now in just her bra and panties. “You like what you see so far, Summers?”

“Yes, ma’am. I do,” Scott said, still obedient.

“Yes, ma’am…the way you say that makes me so wet. Keep that mind in mind for later!”

“Yes, ma’am,” he repeated with more enthusiasm.

He definitely did that on purpose, saying those words in such a way that made her want this even more. It didn’t just make Carol more horny. It made her genuinely excited about the prospect of sex. She couldn’t recall a time when it felt so appealing.

‘Wow! I wanted this even more than I thought.’

With a beaming grin, she leaned over the still-obedient Scott, striking a sexy pose that rivaled Tony Stark’s last girlfriend. As he continued looking up with awe and arousal, she sensually slipped the straps of her bra off her shoulders. Then, in another tease that got him breathing harder, she skillfully removed it while covering her sizable breasts with her arm.

It was downright cruel, but Scott remained as disciplined as any well-trained soldier. Carol made it a point to reward such discipline, moving her arm aside quickly to give him a nice eyeful of her breasts.

“I bet you like that even more, don’t you?” she teased, leaning over so that her breasts were right in his face.

“Indeed, I do, ma’am,” he said.

“Then, what are you waiting for? Get a closer look!”

Sounding downright giddy, Carol shoved his face between her breasts and gave him a nice motorboating, which he greatly appreciated. Again, she surprised herself. Carol knew she had a sexual side, but it had never manifested like this. Then again, she had few chances to explore it. Even past lovers, especially Marcus Immortus, never gave her those chances. Scott was giving her one now and she intended to take it.

After acquainting his face with her breasts, she climbed into bed with him. He continued to follow obediently as she led him into the center of her queen-sized bed. She was only in a pair of panties, but he was still fully clothed. That had to change.

“I think I’ve teased you enough. And you’ve been such a gentleman every step of the way,” Carol said as she hovered over him.

“Thank you, ma’am,” said Scott, already exploring her exposed flesh with both hands.

“Then, let’s get to the main mission!” she said. “Get on out of those clothes!”

“Yes, ma’am!”

He barely had time to comply before Carol pushed his shirt up over his head, which he then removed. She then quickly went for his pants. Unlike her striptease, she didn’t go slowly or sensually. She was so horny that her actions took on greater urgency.

Scott matched that urgency, helping her remove his pants and boxers after tossing his shirt aside. Together, they got them off, along with his shoes and socks, with stunning efficiency. He was already fully erect, Carol’s sexy display having done the trick. She had seen Scott’s generous endowment before, having enjoyed it plenty during their previous intimate encounter. However, there was something uniquely satisfying at having aroused him to such a state.

“So big and hard,” Carol said while playfully rubbing his dick between her breasts. “Guess some parts of you got a head start.”

“I try to be proactive, ma’am,” Scott told her.

“And you’re damn good at it. That’ll make this easier for both of us,” she replied. “Because what we’re about to do…it’s gonna be very different than last time. Expect a different kind of sex. It’s still gonna be great, but on my terms.”

She spoke with such confidence. It hid the inescapable truth that Carol had never attempted sex like this before. Whether Scott knew or sensed that didn’t seem to matter. He remained on his back, running his fingers through her long blonde hair, and entranced by her presence.

“You’re Captain Marvel, ma’am. I trust you to take lead,” he told her.

“Then, lie back, stud!” she ordered. “This Captain’s gonna ride your dick hard!”

Carol couldn’t believe the words coming out of her mouth. She’d talked dirty plenty of times during a battle, but never during sex. That said more about her sex life to this point in her life than it did about her proclivities. As strange as they sounded, they still felt right. Being a woman of her word, she went to work making good on them.

‘I didn’t know I had this side of me. I like already! If this is how I’ll embrace being Captain Marvel…so be it.’

Still focused and determined, Carol rose from the bed and slipped out of her panties. She didn’t bother with an erotic show this time. She was too wet and he was too hard. That didn’t stop Scott from admiring the sight of her fully naked body, however brief it might have been. He remained obedient and accommodating, welcoming her into his intimate embrace with open arms.

Carol entered that embrace eagerly, mounting him like a woman flushed with power and purpose. Once in position, she aligned her pussy with his dick. Grasping his waist with one hand, her knees and feet dug into the bed, she was ready and so was he. Scott’s hands found their way back to her butt, which he’d enjoyed squeezing so much earlier. All that remained was for her to make the final move.

‘This is it. This is my sex…on my terms.’

In a defining moment, Carol made that move. She drove her hips downward, pushing Scott’s hardened cock up into the moist folds of her vagina. It was incredible, so effortless and smooth. It felt like how sex should feel for a couple of horny souls. That feeling emboldened this emerging side of Carol Danvers that dared to enjoy sex on her terms.

Their flesh entwined, she began riding him cowgirl style. She wasn’t overly careful about it, either. Holding onto waist with one hand and fondling her breast with the other, she quickly built up an intensely heated pace for their sex. She even dared to get a little wild, rocking her hips and undulating her body as she pursued this powerful feeling.

“Yes! Yes! Ooh yeah! You like that, stud?” Carol said with a playful boldness. “You like me riding your dick?”

“Yes, ma’am! Yes! I really, really like it!” said Scott, already panting heavily was he pursued the feeling with her.

“Then, by all means! Enjoy this hot, tight pussy!”

Again, her capacity for dirty talk surprised her. It also inspired her.

She rode him nice and hard, working the hot folds of her pussy along the length of his dick. There was grit and determination in every motion. She approached this sex the same way she did an urgent mission, with focus and grit. It was very different her previous sexual experiences. Even the intimate moments she’d shared with casual lovers hadn’t been this intense.

It was also the polar opposite of the sex she had with Marcus Immortus. Being mind controlled into it was bad enough. Immortus also made it less-than-enjoyable, making it all about his desires and his pleasures. He claimed he valued her pleasure too, but he rarely made the effort. He decided the positions. He set the mood, pace, and duration. She might as well have been his personal sex toy.

Immortus tainted this powerful act for her. Carol had actively avoided anything sexual after freeing herself from his grasp. Before X-Corp entered the picture, she was content to keep avoiding it. Now, through this experience with Scott, she had an opportunity reclaim what she’d nearly lost.

‘My sex…my body…my pleasure. I’d almost lost this. I thought I’d never get it back. That changes tonight! That changes now!’

Carol kept riding and grinding, naked flesh clashing with naked flesh. Each sensuous motion brought a flood of sensations, along with plenty of gasps, grunts, and moans. She maintained a vigorous pace while Scott did his part, complementing her every act as only a good, honorable man could.

He demonstrated uncanny endurance, despite the heated pace. She could see his face tensing and twitching under the bombardment of hot sensations, her inner folds squeezing his cock with such intense heat. He had to have been holding back. A less considerate man would’ve blown his load by now, ending their sex before she had a chance to fully experience its wonder. Scott Summers was better than that. He simply laid back, let her do her thing, and casually explore her naked body with both hands.

His consideration paid off. Carol was already nearing a powerful orgasm. It came sooner and faster than expected. With past sexual encounters, an orgasm was something she had to try very hard to get and hope that her partner could his load long enough to get it. This time, it came to her so naturally, as though it were a basic reflex. Either she’d been doing something wrong all these years or she was just discovering what worked for her.

She didn’t have time to figure out the details. She was on the cusp of orgasm and she was going to enjoy the hell out of it.

“Oh my God! Oohhh fuck, I’m close! I’m already so…so close!” Carol gasped through heavy panting. “I’m really…gonna…come!”

“Yes, ma’am! Please…I want you to come,” Scott said, urging her along.

The former X-Men leader kept doing his part. He held her butt with one hand, lightly thrusting upwards in conjunction with her gyrations. He even demonstrated a working knowledge of female anatomy, using his other hand to rub her clit to help get her over the edge. It didn’t seem fair, having a man who actually understood how to make a woman climax. Carol had to remember to thank Jean more than she already had.

‘This is happening. I’m going to have an orgasm…on my terms…for my enjoyment.’

The moment and the feeling finally converged. In a moment that felt both overdue and overwhelming, Carol Danvers climaxed.

“Ohhhh yes!” she exclaimed, throwing her head back and crying out to the heavens above.

When the feeling washed over her, Carol squeezed both her breasts and arched her back as she took in the orgasmic rush. Inside her depths, muscles contracted and nerves ignited. Waves and ripples of pleasure coursed through her body. It felt like touching the heart of a star and turning its warmth into a soft blanket.

She’d had her share of orgasms before. She’d even had some fairly intense orgasms with past lovers. However, none carried quiet as much weight or meaning as this one. It wasn’t just a rush of pure, unadulterated pleasure. It was a reaffirmation of a feeling she thought she’d lost.

‘Wow! So, this is what good sex is supposed to feel like. I am never letting anyone take this from me again!’


As Carol took in the feeling, and all the newfound clarity that came with it, Scott rose from the bed and wrapped his arms around her. He held her naked body closely as she trembled from her release, affectionately kissing her neck while her breasts pressed against his chest. Carol rested her chin in his shoulder, still grinning widely with orgasmic glee.

“You earned this, Captain,” Scott whispered into her ear. “Don’t let anyone tell you otherwise.”

Had she not already been in a blissful daze, she would’ve fucked him again with the same passion. She settled for his kind embrace, giving a sense intimacy to this profound act. It reminded her that sex wasn’t just for pleasure and love. It could forge real, genuine connections with people.

As that realization sank in, Carol came down from her orgasmic high and kissed her gracious partner. It wasn’t lost on her that his dick was still inside her, still in need of his own release. He’d gone out of his way to make sure she felt good. It was only fair that she returned the favor.

“Mmm…you’re a damn good soldier,” said Carol, “and a damn good lover.”

“Thank you, ma’am,” he said graciously.

“And being so damn good, you deserve a reward!”

With renewed energy and still plenty of drive, she pulled him into a kiss. She then realigned their bodies so that he was now on top with her under him, her legs securely wrapped around his waist in a tight missionary position. He now had nearly all the leverage. With his hands still on her butt and her breasts pressing against his chest, he had every inclination to use it.

“Finish the mission, Summers,” Carol said intently. “Hump me till you come!”

“Yes, ma’am!” Scott said, all too eagerly.

Like a good soldier, he complied with the order immediately. He tightened his hold on her hips, dug his knees into the bed, and began hammering away, pumping his cock into her pussy in a focused pursuit of his own orgasmic peak. He could stop holding back and accommodating his partner. Now, he was free to pursue his pleasure, just as she had.

He quickly re-established the pace she’d set earlier, going at it hard and fast. Carol moaned and cooed, still clinging to his shoulders as he rocked the bed with each thrust. The immediate result was more pleasure for her, but she sensed Scott closing in on his release. Just as he’d done with her, she accommodated him every step of the way.

“Carol…Captain…I’m close! I’m almost…there!” Scott grunted as his thrusting steadied.

“Mmm…I’m ready for it,” Carol purred. “Come on! Fill me up!”

Her crude rhetoric no longer shocked her. Scott even seemed to appreciate it as he made the final push. Once he crossed that threshold, she felt him tremble in her grasp, just as she’d trembled in his moments ago.

Carol watched as that distinct O-face dominated his expression, his body tensing in accord with his release. She felt a thick stream of seminal fluid shoot up inside her depths, filling her pussy and mixing with her juices. After holding back so much for her, it was quite intense. She even helped him bury his face in her neck again, his body sinking into hers in a perfect melding of sinews. Despite his climax not being as profound as hers, she still found it uniquely satisfying.

‘I stand corrected. This is what good sex is supposed to feel like. He satisfies me. I satisfy him. We both get off and are better for it. What a fucking concept!’

Carol laughed to herself, still smiling widely as the former X-Men leader enjoyed his ecstasy. As it passed, he let out a satisfied sigh before pulling out and drawing her into another kiss. There was still plenty of energy between them. The ecstasy and elation of their release kept their desire burning strong. It wouldn’t have been at all unsatisfying to end their sex here, but that wouldn’t match the higher standards of Captain Marvel.

“Damn, Carol! I had no idea you were this impassioned during sex,” Scott said as their lips parted.

“That makes two of us,” she said. “Then again, I’ve never been this motivated…or had a partner who’s so accommodating.”

“All-new opportunities…all-new desires,” he quipped.

“Well said, stud. And if you’re up for another mission, I’m up for offering more opportunities!”

The lingering grin on his face gave away his response. She kissed him again, if only to keep him motivated. It got her point across while adding fresh fuel to their lingering desires.

While their lips and tongues entwined with one another, some fresh foreplay commenced. Still on top of her, Scott trailed one hand up her thigh while caressing her breasts with the other. Carol purred hungrily at his touch, raking her fingers over his back and shoulders, conveying her simmering lust with every touch. She was still very wet and he was still half-erect. That gave them a head start on their next mission.

“Look alive, soldier! We’ve got more work ahead of us,” Carol said with the same assertive, yet seductive tone from before.

“Yes, ma’am,” said Scott, not hiding his fondness for that tone.

“On your side,” she ordered. “I’m suck your dick. And you’re going to eat my pussy. Then, when we’re ready, we’re gonna fuck again! Is that clear?”

“Ma’m, yes Ma’am!”

The former X-Men leader responded more enthusiastically than expected. He seemed to enjoy being directed by a beautiful woman during sex. He also seemed to really enjoy eating pussy. Scott was already licking his lips in anticipation. Having not been with many men who prioritized giving women oral sex, that was both refreshing and exciting.

‘Add this to the many reasons I’ll need to thank Jean later on.’

Scott couldn’t adjust their bodies fast enough. Before she knew it, he turned himself around and laid on his side so that he had a direct view of her pussy. Carol needed only roll over onto her side, lift her leg, and let the former X-Men leader gorge on her snatch. She barely had time to grasp his dick with both hands before he went to work.

“Ooh!” Carol squealed. “Summers…you know your way around a pussy!”

Not one to let a good soldier bear the entire workload, she went to work giving him head. There was no reservation whatsoever. Carol just closed her eyes, took his shaft between her lips, and began sucking away.

As she slithered her lips and tongue along his shaft, she felt his shaft harden within her grasp. She made it a point to push her oral sex skills to new heights, deep throating his cock and being very thorough with each motion. It helped that Scott put in a similar effort. He maximized his knowledge of female anatomy, using both fingers to skillfully part her pussy lips and attack her moist flesh with his tongue.

“Mmm…delicious,” Scott said, his voice partially muffled by her pussy.

Carol moaned to the sensations that followed, but didn’t let that distract her from giving oral sex of the same quality. Scott set a high bar. He hit all the right spots, tasting her vaginal depths and lapping up her feminine juices. He also kept stimulating her still-swollen clit, getting her arousal back to where it needed to be for the mission at hand. It prompted her to step up her efforts. She even found herself enjoying it.

With past lovers, Carol hadn’t put much energy into giving oral sex. It had always just been a means to get a guy hard rather than something to enjoy. In this newfound mindset, the act took on a new context.

‘Wow! I’m actually enjoying this. Sucking dick can actually be fun. Who knew?’

Through their mutual fondness of oral sex, they got each other fully aroused again in short order. Carol already knew from her previous encounter with him and Jean that he had above-average recovery time. She still suspected it was a side-effect of the Phoenix Force. Even if it did have some cosmic source, she intended to push him just as much as she pushed herself.

“So nice and hard again,” Carol purred after licking along the shaft. “I’d say your soldier is ready!”

“I’d say the same about your pussy, ma’am,” said Scott while trailing his finger along her slit.

“Less talking! More fucking!” she said in a more assertive tone.

“Yes, ma’am!”

Carol didn’t even need to give detailed orders this time. Their bodies seemed to know the battle plan. It was incumbent on them to follow.

With labored breath and burning arousal, Carol got on all fours so that her well-shaped ass was pointed towards him. She gave herself a little spanking, inviting Scott to indulge in her sex again. He eagerly accepted, shooting up to his knees and positioning himself behind her. Grabbing hold of her ass once more, which he’d become quite fond of, he guided his newly erect cock towards her pussy. As soon as she felt the tip rub against her outer folds, the former X-leader thrust it in and began hammering away.

“Oohhh yes! Yes! That’s it, Summers! That’s it!” Carol moaned through heavy panting. “Fuck me like that! Fuck me!”

“Carol…ma’am…captain,” was all he got out.

That was the most coherent thing he said before descending with her into a focused daze of lust. Like a man on a critical mission, Scott approached their next round of sex with the same intensity as the first. With his firm grip on her butt and plenty of leverage, he pumped his cock inside her pussy, slithering his hardened flesh within her moist folds. The sound of her ass smacking against his pelvis filled the room. It helped set the tone for the kind of raw, rigorous sex this would be.

‘This is it. This is the feeling I thought I’d lost. Not just the joys of great sex. The raw, physical connection it brings…it’s amazing! I can’t just stop at taking it back. I want to embrace it! And if that means more orgasm…hell, that’s a damn good bonus!’

The mission was clear.

The parameters were set.

Together, she and Scott pursued this act to the utmost.

Their hot, focused brand of sex shook their naked bodies, as well as the bed. As their intimate flesh clashed, an onslaught of heated gestures followed. Scott got things going, reaching around and fondling her swaying breasts as he humped her. Carol just clung to the bed sheets at first, gasping and grunting at the blissful sensations that filled her.

The rhythm flowed as the mission played out. Carol ended up climaxing again much sooner than expected, shooting up briefly so she could turn his head and draw him into another kiss. It marked the first time she’d climaxed more than once during a single sex session. That kind of efficiency on a mission warranted some kind of reward. While intoxicated by the orgasmic bliss that consumed her, she whispered something into his ear that kept him motivated.

“My ass,” was all she said.

Scott acknowledged her words with a grunt and grin. In a move that raised the stakes of their sex, he withdrew his cock from her still-dripping pussy and guided it towards her ass. Initially, he was careful, pressing the tip up against her tight hole. However, Carol quickly made it clear that he didn’t have to take it easy on her in this all-new, all-different mentality.

“Do it! I want it up my ass!” Carol demanded.

He didn’t dare question her at that point. He’d come to trust her word and her authority. That was the mark of a good soldier and a good man. Scott, being both, adapted to the mission accordingly.

With another focused thrust, he entered her anal depths with his member, the extra tightness evoking more labored grunts. Carol let out a sharp gasp, as well, needing a moment to process the feeling. It was different, as expected. Anal penetration usually came with some discomfort. That was something she often joked about with Jessica Drew when they were drinking, but it was serious now.

As soon as her body adjusted, Scott resumed his movements and the sex continued. His grip on her ass tightened and Carol found herself squeezing her breasts, further supplementing the sensations that followed. The bed rocked again, along with their bodies, as hot sensations flowed through them. This time, Carol used some leverage to add to the feeling, keeping with the mutual theme of their heated sex.

The sensations were even more intense than expected. Carol had experienced anal sex before, but she hadn’t had an opportunity to explore it. In addition to manipulating her body and her desires, Marcus Immortus had a rather narrow approach to sex. Everything had to revolve around him getting off in her pussy, so he could impregnate her. Anything else was an afterthought.

Going away from that script, enjoying a little anal after having enjoyed some oral, felt like another middle finger to the man who’d come so close to breaking her. It felt like another necessary step in moving forward, albeit one that she didn’t expect to feel so good.

‘In terms of going higher, further, faster…this may be a minor detail. I don’t care. I love it! It feels good. It feels right. This is my body…my sex…my life!’

Through that shared focus, their sex played out in a heated affirmation of this newfound perspective. Carol followed him and Scott followed her, indulging in a feeling that she’d come so close to losing.

Once she brought anal sex into the mix, things got a bit less coordinated. Carol ended up climaxing again, much to her loyal soldier’s chagrin. Her getting an edge on the orgasm front didn’t dissuade him, though. He just kept at it with her, pursing more sex acts in various other positions, alternating between her pussy and ass along the way.

At times, they practically tackled one another, as if wrestling for the leadership role in their sex. They got a little competitive, but the end results were the same. The sex stayed heated and the pleasure kept flowing. Carol achieved multiple orgasms along the way. Scott managed to get off a couple times, shooting his load into her ass at one point. Even if he couldn’t match her orgasm for orgasm, he could still share in the fruits of the mission.

“Carol…the new Captain Marvel,” he said after one of his peaks.

“Damn straight!” Carol said proudly.

That orgasm-inspired affirmation helped carry them through the last round of humping. At that point, Carol had lost track of how many times she’d gotten off or how long their sex had lasted. It didn’t ultimately matter. She’d succeeded in her primary mission.

After Scott exerted the last of his lust with her, he collapsed next to her on the bed. He’d deposited one last load into her, their shared juices now mixing warmly inside her depths. That hot feeling, along with the echoes of multiple orgasms, left Carol spent as well. As the former X-Men leader lay on his back, she curled up next to share in that feeling. Still atop the wrinkled bed sheets, sweat clinging to their naked bodies in the muggy summer air, they caught their breath together.

There was a brief, but comfortable silence. Now, content with what they’d just done, they lingered briefly in a shared daze.

“That…was fucking amazing,” Carol said, proud and satisfied with this feeling.

“Don’t you mean marvelous?” Scott teased.

“Don’t push it, smart ass,” she chuckled. “I’m taking a new title. I’m not changing my preferred brand of pillow talk.”

“Fair enough, Captain,” he said.

She gave him a playful swat, which led to more playful laughter. The overly serious aspect of their sex had since faded. Now, they were just a man and a woman, lying together in contentment. It helped Carol organize her thoughts, as well as her perspective for the future.

“And trust me. I intend to work on that, along with plenty of other stuff in my personal life…stuff I’ve been putting off for too long,” Carol said in a more serious tone.

“I think you’ll be fine. You’re Carol Danvers. You’ll rise to the challenge,” said Scott. “I just hope you find someone to rise with you.”

“I hope so too,” she said. “For so long, I’ve tried to be my own greatest hero. Now, I realize you can only be so great without the right connections…namely the intimate ones.”

“I think you appreciate those now,” said Scott confidently.

“Oh, I do! I definitely do!” she said with a wide grin. “And I can’t thank you enough for that, Scott. You and Jean – but more so you, given what we just did – helped me reconnect with something I thought I’d lost for good. I can never thank you enough for that.”

“You don’t have to,” Scott told her. “Just promise you’ll hold onto that perspective…no matter how high, far, or fast you go.”

“I won’t,” Carol said confidently, “but only if you make me one more promise.”

“And what might that be?”

“That the next time you and Jean want to have a threesome…I’m the first one you call!”

The End

AN: Thanks for reading. I hope you enjoyed that. As always, I welcome comments and feedback. Please post them on the fanfiction website or send them to me directly via email. Until next time, take care and stay safe.


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