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Review This Story || Author: Omega Phallic

Omega Phallic

Part 1

            By Omega Phallic email: spinney@stn.net

                     Omega Phallic Issue #1


     "Sinister have a seat so we may begin negotiations, please" Kingpin
offered, gesturing at the seat in front of his desk.

     "I prefer to stand and get to the point of the meeting, I hate small talk,
my time is too precious" Sinister countered dismissively. Kingpin had lured him
here with an offer of genetic material the likes of which under normal
circumstances he'd never get, but Sinister had no patience with those who wanted
gab.

     "Very well, Sinister, right to business it is" Kingpin agreed, tossing
Sinister a plastic bag with hair in it. "A couple dozen hairs off Rogue's head,
pulled out by Juggernaut himself."

     "Since that concludes our business then..." Sinister began, already
deciding how he was going to use the material, when Kingpin interrupted.

     "Wait Sinister, you think I invited you over something I could just as
easily had couriered to you, no we have more important business."

     Sinister was growing more impatient by the minute, but he stayed, Kingpin
had figured out Sinister's interest in Rogue's genetic potential, so Sinister's
his curiosity was peaked.

     "Omega Phallic, bring in the subjects" Kingpin ordered through the
intercom.

     "Get your fucking hands off me you fucking bastard" Jennifer Connolly
screamed, stocky man ushered her into the room. Trying her damnedest to get free
of her hand cuffs, she was unceremoniously pressed down into the empty chair.

     Shoving a ball gag into her mouth, the stocky man silenced her so that
introductions could be made. "I'm the one truly behind this meeting Sinister, I
hired the Juggernaut to get Rogue's hair, I'm the one who figured that Rogue's
DNA could be used to offer clues into the genetic structure of those's she's
drained with her powers, and I hired Kingpin to get you here as he has
connections I do not."

     "I assume you're this 'Omega Phallic' then? I have no time to waste with
some rich juvenal pervert who wants to play at being a super villain" Sinister
deduced.

     "Oh, I'm no super villain, I'm a super pimp."


     After Omega Phallic (no relation to Omega Red), finally convinced Sinister
to listen, they moved things over to the conference room from Kingpin's office.

     Four new women were gagged and bound, sitting chairs. All four were
celebrities like Jennifer, but Sinister was ignorant of pop culture, and didn't
give a shit who they were. It just reminded him how weak humanity that
worshipped over payed entertainers, while people that made a real difference in
the world were ignored or ridiculed.

     "Let me introduced Erika Eleniak, Pamela Lee Anderson, Carmen Electra,
three big titted bitches from Baywatch and Allopolnia that busty cock tease from
Purple Rain."

     "You see Sinister, most pimps worry about making a buck, having a fuck, and
flashing it up like their somebody important, but not me, accept for the fuck of
course, you see Sinister I have a vision in which there is world peace, plenty
of pussy, and green planet thriving planet"

     "Weakness, your wasting my time with weakness, humanity's chance for that
passed during the sixties, you and the rest of humanity should have learned from
your mistakes, another of your flaws" Sinister replied, wondering where this
speech was going.

     "Don't worry I won't bother you with anymore visionary speeches, I'll just
give the details you need" Phallic offered with a light smirk.

     Sinister wasn't used to people smirking at him, but he let the insult go
reminding himself that this was a lesser creature.

     "I have the power to morph the main erogenous zones, cock, balls, tits,
ass, cunts, change them anyway I want, I can add parts were their wasn't anyone,
such as a clit to the back of the throat, or a G-spot to someone's palm, I can
create new types of sexual organs, I can even change an y chromosome into an x,
changing the gender as if that person was born that way, but my powers require
sexual energy, the more powerful that act, such as changing the y chromosome,
the more energy needed, energy that can't be supplied by me." Omega Phallic
explained.

     "With this power I've broken over a thousand women into becoming my sex
slaves, I kidnapped them from homes, universities, anywhere I found a hot piece
ass worthy enough and then I used my powers to break them, usually taking over a
month to make the raining permeant, till they were cock worshipping whores, I
let all, but a chosen few to living otherwise normal lives, using chemical
memory inhibitors, till I need them to do my bidding."

     "I need your help adding superheroines' to my harem, in exchange I see to
it that you get all the genetic material you could dream of"

     "So what is it exactly do that you need from me?" Sinister asked intrigued,
despite what he felt were his low chances of success.

     "I need three thing from you, Sabertooth's Genetic material, which you
samples of, to impregnate these three Baywatch sluts, so that when I inject
cloned egg cells from Neanderthal, my super soldiers will be born, secondly I
need the technology use to clone Maunders, and lastly I need all the
intelligence you can, or will, give me on any and all powerful beings."

     Sinister though about. "How do I know who can do what you prepose?"

     Omega Phallic grinned. This was his favourite part. Kingpin had only just
suggest that they start kidnapping celebrities a week ago. Phallic had yet to
start training any, as the first of the chosen victims had just arrived four
hours before Sinister's visit. Phallic decided that they would be excellent
tools to show Sinister his power.

     Phallic bent Jennifer Connolly over the conference table and removed her
gag. He loved teaching them to beg.

     "Let me go!" screamed Jennifer, scared shitless of what she'd over heard,
her body shaking in terror.

     She was only in a white t-shirt and jeans when they'd picked her up a day
ago, she hadn't changed her clothes since.

     Phallic reached around and unbuttoned her pants, pulled down her zipper. He
had plans for this one, he wasn't just going make her one of his whores, he was
going to brake her 100%, so she'd be little more then fuck meat for her life,
loved turning intelligent young women like her into cock adoring cum sluts, good
for nothing, but fucking. He didn't do it to just any intelligent beautiful,
women, just the ones that he chose to be his special Omega servants.

     Phallic ripped Jennifer Connolly's jeans down and grabbed her perfect white
asscheeks in his hands, giving them squeeze as he released his powers.

     Jennifer Connolly scream at first when he ripped her pants down around her
ankle, but a chill ran through her body, follow by a burning sensation that
silenced her.

     Jennifer arched her back thrusting out her medium sized breasts out, which
started growing, pulling at the thin material, her tits growing a hundred times
more sensitive to pain and pleasure.

     G-spots emerged in her ass and in the back of her throat, clits grow on the
palms of her hands, her cunt and ass grow inhumanly tight and elastic so that no
matter how big a cock entered her she'd spring back to her original tightness.
Her pubic hair fell out and disintegrated. Even her hymen grew back, with its
own healing factor so the Omega Phallic could pop her cherry when ever he fucked
her, just like the houris of Muslim myth.

      Phallic yank up Connolly's t-shirt so that raven haired actress' huge tits
bounced free. Firm, with out any sag, but still soft and pillowy, her breasts
where a breath taking sight in even for Sinister.

     Phallic grabbed the whimpering actress by her big tits and gave a hard
squeeze. Twin geyser of milk exploded from her nipples, another shock for the
disbelieving celeb. "Holy shit" she quietly gasped, staring at her breast milk
on the table.

     Phallic pulled his rock hard cock from the slit in his pants, but it was
like no other cock Sinister had seen. It had taste buds running along its entire
length and it seemed to be vibrating.

     Phallic smacked his odd tool against Connolly's ass, before positing it at
her cunt. "Please, oh God, don't do this, don't let this happen" Connolly prayed
to her God, knowing instinctively she'd get no mercy from this monster that was
about to rape her.

     Phallic teased her pussy lips with the head of his cock, waiting until her
fear had peaked and she was starting to relax again thinking her prayers had
been answered, to ram his cock into her when she least expected it.

     Connolly groaned at the sudden intrusion, the cock had pushed in till it
hit her hymen. She was so tight, the Phallic couldn't get it all in on one
thrust.

     Phallic pulled back, them slammed back in, ripping away her reborn
virginity to half of his enormous into her. Connolly scream, never in her life
had see had such a long, thick slab of cock meat in her cunt. "Your mine now you
fucking cunt" Phallic growled as he prepared for his third thrust.

     The third time was the charm, Phallic pulled all the way back and slammed
all the way into her, to the hilt, his pubic hair tickling her creamy ass
cheeks.

     Phallic grabbed onto Connolly's big sift tits, using them for leverage as
he started brutally raping the starlets hot cunt. Tears welled up in the
cornering of her eyes, her mind finding it impossible to cope with the hard cock
pounding cruelly into her, or how it felt so painful, yet so fucking good at the
same time.

     Connolly didn't realize at first that she was pushing back against Phallic,
grinding her sweet ass against his hips, or that she was arching her back
slightly to thrust more of her tits into his rough hands. She was busy trying
fight back against the growing arousal in her cunt.

     Phallic could taste her pussy cream with his cock, see into the dark
passage of her cunt with his cock, could sense what she was feeling with his
cock. In short he knew this slut like no one had know her before.

     "Do you like that bitch?" he asked, feeling her cunt milking his cock, a
look of rapture on her pretty face. "I didn't hear you, do you like being raped
whore?"

     Connolly licked her lips. She couldn't believe it, but she did, it was like
a void was being filled, one she didn't know existed. All her life man had look
rarely above her chest, she'd been hit on by most of the director's she'd worked
for, tried to get her to do more nude scenes. Men seemed to think that all she
was good for was fucking. It'd turned out, that despite her Yale education, her
intelligence, her talent as an actress, they were right, it wasn't her mind that
mattered it was her tits and ass that was important. Her place was on the end of
a man's cock

     "Yes, master raped me hard, fuck my brains out!" Connolly screamed out,
surrendering to her cunt.

     Just as she was about to cum Phallic pulled out of her. "On your back
bitch" the evil bastard ordered as he removed her cuffs.

     Connolly jumped from her seat, onto the table and rolled over onto her
back, spread her legs wide, and started tugging on her nipples.

     "You'd better get used to being on your back, you'll on yourself on it more
often the not" Phallic informed her. "From now on you'll have to beg for the
privilege of my cock, like the rest of my whores" Phallic added, hungry to see
her debase herself for his amusement.

     "Yes master, please fuck your fuck slave, I live only for hard cock, please
ram that hard cock into my, I'm your obedient property, I swear I exist only to
please men, so please fuck me, I need it soooo bad." Jennifer Connolly begged,
getting off on being made to humiliate herself in front of everyone, to show
everyone her true self, a cum bucket for her master's jizz.

     Phallic buried his face between her legs, his long tongue teasing around
her clit in circles. Phallic tongue wasn't normal by any means, it was inhumanly
long and a piss slit.

     When he saw Connolly could take no more, he started fucking her cunt with
his tongue, swallow her juices with slurping gulps. His nose rubbed up against
her clit as his tongue teased her G-spot. Connolly grabbed Phallic by his hair
and shoved his face against her pussy, her hips grinding away. While Phallic was
eating her out, his belly started to grow. Jennifer threw her head back as she
screamed out her master's name, cumming so hard her bones hurt. Hot semen
skirted of 

     "Hey Kingpin, you can have the honour's of deflowering this cum slut's
cherry again, I've been dying to get my hands on those tits all day" Phallic
offered, getting up on the table to sit on her stomach.

     Phallic grabbed her meaty tits in his hands playing with them, before
shoving her dick between her soft tit meat. Her tits around his cock felt better
then he'd dreamed, so soft, yet almost seemed to be sucking on his dick.

     Connolly's finger's ran through her hair as her master fucked her ample
chest. His dick between her tits felt more incredible the it had in her cunt,
something that seemed impossible.

     "Do like the way my big tits feel around your cock master? Fuck my tits
master please make me cum like the cheap whore that I am!" his new whore begged.

     "Oh, my fucking God!" Jennifer shrieked ear piercingly as her body
succumbed to a massive tidal wave of a titgasm.

     Jennifer Connolly had never dreamed that such ecstasy existed. Yet, just as
the first titgasm waned, the next hit, and then another, and another, each
stronger then the next, till all that existed for her was her master's cock and
her heavy tits.

     "Master, you're a God, my God, please baptize my huge tits with you blessed
jizz" Jennifer Connolly gushed, worshipping the cock between her tits with a
religious devotion.

     Sperm blasted from Phallic's cock to hose down the beautiful woman under
him, painted her gigantic breasts, graceful neck, and stunningly beautiful face.
Jennifer Connolly purred as her master gave her a pearl necklace.

     Omega Phallic mutant cock didn't need to rest. Her just fuck fucking her
tits while cock spew his cum forth on to her chest. Didn't really need to being
having an orgasm to spew the his sperm, it poured out on command.

     "He should be empty by now" whispered Sinister to Kingpin. To answer his
question Omega Phallic opened his shirt and where his fat belly should have been
was one huge hairy testicle in its place.

     Phallic leaned over onto his fore arms, so he could fuck Jennifer
Connolly's tits harder and so she could lick and suck his stomach nut. It was
sweaty and musky and it put a smile on her face to know her master could bath
her from head to toe with his hot creaming sperm.

     It was now that Kingpin got off his fat ass and slipped between Connolly's
legs. Kingpin unzipped his pants and fished out his big dick. It was a slab of
beef as monestrous as the rest of him and to her horror Jennifer found herself
purred at the though of the crime lords juice cock popping her cherry again,
pounding away into her like a jackhammer.

     Grabbing both the lovely actress' legs Kingpin used his incredible strength
to ram him cock into her impossible tight cunt, her cherry ripped aside again.

     Kingpin fuck the little bitch like an insane animal, her tits bouncing
wildly in circles as Phallic moved onto her next bitch.

     Omega Phallic removed the gags of the Baywatch beauties. With a tugged
Phallic ripped open Erika's red one piece swimsuit, allowing her big tits to pop
out.  Phallic grabbed onto her soft tits with an iron grip and the same changes
that had happened to Connolly happened to her.

     "Oh not, please don't make me a baby machine for those freaks, I suck your
dick all you want, I'll even be your slave and property, but don't make turn out
monsters, it ruin my body and my career!" Erika sobbed.

     The reason she wasn't too upset about being made a slave was that she was
used to being used as a fuck toy. The only way she'd been able to get any work,
even before she became an actress, was by getting on her back, she in fact it
turned her on having to spread her legs to get a job. Shitting out monsters
babies was another thing entirely. With out her killer body she'd never work
again.

     "Have no fear cum slut, I wouldn't ruin a killer rack like yours, no I've
changed your ovaries so that you'll spawn my warriors like a frog, pissing out
eggs into a pond, think of it like being fucked by expensive food."

     Pamela Lee Anderson was next and to his surprise she'd wiggled out of her
cuffs and her swim suit was already around her ankles. Pamela had a lot of
experience with cuffs Phallic could see. Her cunt was dripping wet. "I shouldn't
have been surprised, you were major public cum slut before I got my hands on
you, in fact all you Baywatch bitches are little more than grade AAA big titted
fuck meat aren't you?"

     All three women nodded their agreement as Phallic grabbed Pamela's already
sizable tits and triggered his power. Pamela gasped as her body changed, much
like Connolly and Erika, but with one difference. Her clit changed its circular
shape into a maple leaf shape, in honour of their shared nationality.

     Carmen was next, but instead out grabbing onto her tits to trigger his
power into her, he grabbed her by the hair and shoved his twitch cock into her
moist, warm, mouth, before unleashing his power. Not bothering to take the time
to cum properly, he willed himself to started ejaculating into her pretty mouth
till sperm started trickling out from the corners of her mouth.

     "Sinister, as a gesture of our agreement, get over here and fuck these
tittylicious sluts so you can see first hand what my power can do" Sinister got
up and walked over out of curiosity. Sinister hadn't gotten laid since his wife
was alive, he'd simply evolved past the need, but Sinister decided the more he
learned of Omega Phallic's power and its limitations the greater his advantage
would be in their dealings.

     Sinister pulled his cock out, a shrived old thing that looked like a
cigarette but, that was on the verge of falling off. Omega Phallic grabbed his
arm and Sinister gasped as his cock changed. It grew as large as a banana, and
then split in two and split again so that he had three cock stiff and waiting.

     Sinister took the hint and bent all three Baywatch babes over the
conference table.

     "None of you human are worth of my carrying my young" Sinister explained as
he aimed his cock' at the pucker of three terrified actress'. "Not up the ass!"
Carmen cried, out as Sinister cock invaded her bum.

     The other two, just groaned and instinctively pushed back against
Sinister's cocks', stuffing more cock meat up their ass.

     "Holy fuck that feels so good" Carmen moaned, her tune change as Sinister
cock pumped in and out of her ass at break neck speeds. The G-spot in her ass,
lubed her passage up just enough that she could get ass pounded with out
permanent damage.

     The room was fulled with groan, moans, gasps of pleasure, and meaty sound
to flesh on flesh.

     Allopolnia looked at the display before her with disgust. What had been an
intelligent, beautiful, and talented woman, was now cock crazed slut and while
the women from Baywatch had been slutty to begin with, they certainly didn't
deserve this. What scared her most was that she was next to be fucked into
sexual submission, to be transformed cock addicted whore with only her master
and his allies sperm on her mind, just like the others.

     Allopolnia wished she had Pamela skill with handcuffs, but she didn't. She
was powerless as Omega Phallic bent her over the table and pushed up her leather
skirt, so he could pull down her panties. To Allopolnia dread and embarrassment,
her panties were already wet and sticky.

     Allopolnia tried her best to fight back, to free herself, but that just
earned her a spanking. Allopolnia screamed through her gag as Phallic hand met
her soft ass cheek with a loud smack. Phallic spanked her till she was sobbing.
It wasn't just the pain that had her crying. She'd had the strongest orgasm of
her life and he hadn't even used his power on her, she knew that she'd end up a
spunk bucket like the others.

     Allopolnia dropped her head down against the cold metal table in defeat,
knowing she'd been mastered, that it was her fate to Phallic fuck toy, one of
his slaves.

               Finally the gag was removed and her transformation started.
Before Allopolnia knew what was happening she was licking the cum off of
Jennifer Connolly's huge tits, sucking and nibbling on the another woman's
breasts for the first time in her life.

     Kingpin was still fucking Jennifer Connolly, when Phallic left the room. He
had plans to set up.


     Omega Phallic sat at the head of a long table, in room in which one wall
had the signed panties on one wall, signed bras of his slave girls on the other,
and a massive plasma screen on the far wall.

     Omega Phallic was in uniform. His black leather armour was made from a
mutant pig from Sinister's lab, a pig that shed its bullet proof skin once every
48 hours. His face was hidden in the recesses of his leather hood and the Greek
letter omega was on the front of his uniform, with a cock super imposed on it,
his symbol of power.

     Omega Phallic looked over his team, making sure he'd not forgotten anyone.

     There to his right was Silencer a buff looking African American former
S.H.E.I.L.D that got his name from the black box on his belt that muffled all
sound in a 100 feet radius when activated. The former S.H.E.I.L.D agent turned
assassin was dress out in black as usual.

     On his left was Trinity, a strange mutant with huge tits. These tits
weren't like "normal" mutant breasts. Each housed a powerful telekinetic brain,
with its own personality. The left one was French, with the power to slow down
atoms causing a cryogenic effect, she was called Rebecca. The other breast was
American, with the power to speed up atoms causing a pyrotechnic effect, she was
called Macy. The brain in her head was Canadian and was often caught in the
middle of the squabbling of the other two brains. She was called Sydney and she
was telepathic, with the ability not only read minds, but to cause false
readings in other telepaths.

     She would have been one of the most powerful, if all three brains could
work together. As it was she was a force to be reckoned with. Her hair and eye
colour changed depending on which personality was in control of her body.

     In an added twist, it turned out she was his 18 year old daughter from the
future. She appeared in the very same room just two days ago. She dodged the
question of who the mother was whenever it came up.

     He knew nothing else about her.

     Beyond Trinity was three Magnetos from alternate universes, which Trinity
had brought with her somehow. None had a fraction of this universe's Magneto,
but they had their uses anyway.

     The first was Lodestone, in a green outfit, which otherwise match Magnetos.
He was from a universe in which Sentinels captured and stuck a chip in his brain
that had prevented the use of his powers. He'd been a wino when Trinity had
found him. Phallic had removed the chip from him easily.

     Next it was Blindside, from a universe in which he'd been blinded by his
parents at 10 and left to die in the woods. He'd survived by using his powers in
a manner simular to echo location, only using magnetic fields instead of sound.

     Lastly Rodiron, the evilest fuck of the bunch. He'd been a slave catcher in
a universe that did not have abolition. He often bragged that he'd used false
documents to catch white women he wanted to fuck as well as black. Trinity
confirm this and that he'd brought an end to a bloody civil war by raping the
and selling the busty and beautiful President of the Alliance of Northen States.
It was during that confrontation that she'd stabbed him in the balls with a
knife. He'd created an iron skin around his cock and balls to keep his testicles
from falling of the his sack, hence the name Rodiron.

     Silencer naturally hated the dumb fuck and took every chance to put him in
his place. Phallic didn't blame him. Racism had no place in Omega Phallic's
vision for the future.

     Beside Silencer was some mutant, formerly of the Morlocks, that could
change peoples bodies in ways Omega Phallic couldn't. She could make them pretty
and butt ugly. She couldn't change her own hideous face thou, which was why she
was working for him. He'd promised her a new body and face, even new name to
reflect the change.

     Firewall was the last Member of the team. He was a mutant that could give
create living programs. A nerd, he wore a spandex custom simular to his hero Dr.
Doom, only with a big F on his chest. He was kind of duffus, but he made up for
it with vigour and talent. Unlike the rest he'd proven his use already.

     Phallic pressed a button on his remote control. One of his new super
soldiers walked in the room wheeling in a beautiful young woman with fairy red
hair with a black streak running down the middle. She was a clone of Rogue that
he'd created using a prototype of the machine that Sinister was building for
him. It was just a prototype so it screwed things up, but nothing serious. Aside
from hair, the skin lack Rogue's tan, the skin creamier, with freckles on her
face, running all the way to her cleavage. Despite the mutants, she just as
lovely as her genetic mother.

     He'd kept some of the hairs Juggernaut had taken from Rogue, for this, and
one other reason.

     "This is my new flesh, I'll be pretty?" asked hideous mutant female, tears
of hope in her eyes. If this worked she gladly die for Omega Phallic.

     "What I need you to do is simply, lay your hands on her tits" Phallic
commanded with authority.

     "That's it?" she asked wearily, not trusting him. It was too easy.

     "This is a clone from Rogue, despite the difference in appearance, so all
you have to do is grabbed to her big tits till your powers, mind, and thanks to
the magic rune on her forehead, your soul into her body."

     The ugly mutant stubbled over herself as she made a dash to the sleeping
body. Grabbing two meaty handfuls of tit flesh, she felt the bodies power
trigger. The Morlock groan as life drained from her body. She'd heard it was
painful, but this ecstasy beyond anything she'd felt, like an orgasm that
wouldn't end. As the last of her life force ebbed from her body, only will kept
her grip on the malleable tits, wanting to make a 100% certain it was permeant.

     The Morlock opened the eyes of her new body and push the old one off her,
pushing herself up rest on her forearms. The Morlock flashed a stunning smile at
the man who'd given her a new lease on live. This body had only been aged to 18
years at that.

     She stepped of the hospital bed, stepping on the neck hard, snapping the
neck, killing her old body.

     "Shit, you've got to get used to your super strength, your a lot stronger
than you used to be, accidents can happen..." Omega Phallic trailed off as she
silenced him with a happy look.

     "That wasn't accident, my old life, all the pain and bitterness dies with
that body, now it will never return" She said, positively beaming. "As such I
want a new name as promised."

     "Well your normal name will be Melanie Goldsmith, seeing as you such lovely
melons and your secret name with Lady Succubi, equally obvious reasons"
concluded Phallic, pleased with himself.

     He wasn't the only one pleased, Lady Succubi jumped up into his arms and
planted a kiss in his lips, her heavy tits pressing up against his chest.

     It appears she has control of her powers Phallic though wirily, just glad
he wasn't left a vegetable by the steamy French kiss.

     Taking her seat again, Melanie Goldsmith made no more to put on clothes,
was enjoying the hungry stares from the men in the room, something she never
dreamt she would see.

     "Yes, well, onto are next piece of business, the three prong force I will
use to rule North America." Phallic said, hitting a button on his remote,
causing three Logos to appear on the screen. Only one was easily identifiable,
the Logo for H-department in Canada.

     "One as I'm sure most of you can tell is that of H-department up in Canada,
the department that deals with super humans, the creators of Alpha Flight among
other teams, the One beside it, the rabbit, it signifies a new force in America
politics, the Utilitarian Party, and lastly a symbol for a 'super villain' team,
of which you are now all members of, will be based at head quarters of Oil
Siberia's American office."

     Phallic hit the button again on his remote and the screen at the back of
the room filled with a view of a stunning woman in her 30's. "This Catherine
Timoshenko, CEO of Siberia Oil, and a member of the Russian oligarchy, not
mentioned a hot piece of ass, and one of the top polluters in the world."                            

     "We leave in four hours to break the bitch and to use her HQ in America to
as a base camp for Violators the 'super villain' group I spoke of."

     "Why don't we just used this base?" Rebecca inquired, Trinity's hair
turning red and her eyes green as her French personality spoke up. "Figures,
your already to surrender before we've begun, you French slut" Macy chimed in
with her blond hair and blue eyes. "You American bitch! I was asking because the
facilities here are better suited for such a purpose" countered Rebecca. "Enough
Macy, the question was valid, I'm really starting to tire of your bigotry"
growled Sydney in her husky voice, with her black hair and bedroom brown eyes.

     Everyone watched the strange display, not knowing how to react to the
gorgeous young woman yelling at herself.

     "Ummm, yes, well the reason is this building is going to be used by the New
Utilitarian Party, its located in Washington and its limited teleportation tech
on the top floor is vital to my goals" Phallic replied, answering Rebecca's
question.

     Phallic hit the button on his remote and an image of Rogue and Gambit
appeared on screen. "Lady Succubi, in two days hence you are to dress up as
Rogue and to capture Gambit, using him to lure the X-men to New Orleans, where
my agent, the Mayor has had a negation tower built officially to suppress the
thieves and assassins guilds."

     Hitting the remote again the screen changed to Alpha Flight. "Firewall,
you'll be with me, were going north to department-H which once again has
reassembled Alpha Flight, I going to need you to create a living program that
can control battle suits."

     The next image was of Magnetos children. "Lodestone, Rodiron, Blindside I
need you to trick the Scarlet Witch, Polaris, Quicksilver, and his hot piece of
ass wife, Crystal,  into thinking their father is dying here so they'll come
quickly, but be careful they'll be anticipating a trap, Magneto is know to be
dangerous."

     "Sydney I need you to fuck with the minds of the words most powerful
telepaths, distract them with false impressions of what others are thinking, you
can start now while were out taking over Siberia Oil, get Macy and Rebecca to
help."

     "Silencer, train the super soldiers in the use of guns, once  we take over
Siberia Oil, I'll give you new orders when the time is right."

     "Lets do it" Silencer nodding his agreement. 

     Jean Grey was sunning herself by the pool, in a small red bikini, a new
pair of shades covering her eyes. Luxuriating in soothing touch of the sun, Jean
Grey came to the conclusion that she didn't get to do this half as often as she
should.

     It was peaceful at the manor, unusual as that seemed. Most of the others
were off doing various errands for the professor, leaving only Xavier and Jean
Grey.

     Xavier as far as Jean knew was in the library.

     This really was nice and calming. I could get used to this, Jean Grey
grinning at the thought.

     Xavier's huge cock was shoved between Jean Grey lips, who bobbed her head
lower and lower until she was deepthroating his cock, her nose tickled by her
mentor pubic hair.

     As the image flashed in her mind, Jean Grey sprang up in her lounger,
sitting straight and pulling off her glasses. What the hell was that?

     Xavier's hand stroked hi thick long cock hard, he knew it was wrong to
masturbate to thoughts to fucking Jean Grey, she was like a daughter to him, but
she such a hot piece ass, with tits bigger than his head.

     "Shit, the professor playing with him self, to thoughts of me!" Jean Grey
gasped, shocked and embarrassed. She knew it was healthy to masturbate, but she
had never though of Professor X doing it, certainly not while thinking of
fucking her.

     Jean Grey nervously put her shades back on, wishing the Professor had hid
his thoughts better, and laid back down trying to push the incident to the back
of her mind.

     Professor X held onto the back of Jean Grey's head as she bobbed on and
down his cock, her eyes staring up into his own. "Do you like my cock in your
mouth bitch? I always knew you were nothing, but a total slut with big tits and
mouth made for sucking dick" Xavier groaned as Jean's cheeks hollowed around his
dick. Jean Grey just moaned her agreement as Xavier ripped the front of her
uniform open, allowing her huge melons to bounce free, his hands zoning in on
them, fondling the red heads malleable tit meat.

     "Oh Gawd yes!" Jean Grey moaned, grabbing her sweater meat thru her bikini.
"This couldn't be Xavier, he would never say such things, he's to decent" Jean
bemoaned, embarrassed at the wet spot on the bottom of her bikini briefs.

     Like you haven't caught the filthiest of fantasies from decent people
before Jean, everybody has a dark side Jean Grey reminded herself.

     Jean Grey reached for her lemonade, but know the glass over, shattering the
glass as the next vision hit her.

     Jean Grey was naked now, on her hands and knees as the Professor knelt
behind her. "Scott's not man enough to take your cherry, you deserve to be
fucked by someone who understands that your dirty slut who needs it nasty, not
sweet" Professor X explained, looking over at a tied and gagged Cyclops. He was
going fuck Scott Summer's wife on their Wedding night and there was nothing
Scott could to stop it.

     "Sorry, Cyclops I need a real man's cock in me" Jean Grey told her husband,
who strained against his bonds furiously.

     "You son of bitch" Jean moaned, cursing both Xavier, shocked by his
fantasy, and at her pussy for betraying her. Her feelings of guilt were for more
then being aroused, that was bad enough, it was also that she was aroused at a
fantasy in which Scott was being treated like cuckold. The reality was that Jean
had lost her virginity to Scott before the wedding, Scott had been sweet, he'd
been great, skilled and long lasting but a small part of Jean had what wished
he'd been touch more aggressive.

     Jean cried at out as the Professor plunged his wooden sword deep inside
Jean, crashing past her hymen to defile her inner sanctum. Jeans firm tits
swayed seductively as her mentor, her friend, started fucking her brains out in
front of her powerless husband, who was blowing a gasket, uncontrollable rage
and pain coursing through his mind. "Fuck me harder, pound that enormous piece
cock meat into me Professor!" Jean screamed as she got fucking of a life time.

     That's it. That tears it. Jean Grey sat up and moved her hands behind her
back and untied her bikini top, tossing it aside, before untying the bottom half
and tossing to join the other half.

     Clad in nothing, but her shades and think gold chain necklace with an small
x at the bottom, Jean Grey grabbed the sun screen, pouring liberally onto her
ample chest and trim stomach.

     "I'm going cum all over your hard cock!" Jean screamed as her pleasure
built up to a raging bond fire. Charles grabbed Jean's soft pillowy tits in his
hand, squeezing painfully hard as he increase the pace of his fucking. Jean
scream out wordlessly as her body was ripped though by wave after wave of nerve
wracking orgasms. Instead of trailing off as normal, they grew in intensity as
the Professor, the man she respected most in the word, kept drill his raging
beast inside her tight young quim. Jean juices dripped down his cock as he
flooded her virgin passage with man chowder.

     "Gawd yes, fuck Professor, drill that wonderful cock into me, fill me with
your sperm" Jean moaned, her fingers buried her in her dripping wet cunt, her
thumb teasing her clit. Her free hand squeezed and mauled her large round
breasts. "I want to your cock so bad" Jean admitted.

     Jean held her breath as the head of Professor's cock pressed up against the
hole in her ass. The telepath had never considered taking it up her beautiful
bum before, it terrified her to the point where she was shaking uncontrollably,
but it excited her just much. "Ooooohhhh" Jean gasped the huge head of her
mentor's cock stretched her sphincter. Ever so slowly, inch by inch, as if to
torment Scott more, the Professor sunk deeper and deeper into his students
unbearably tight ass. When his pubic hair rested again her ass cheeks, the
Professor left it there, driving Jean wild till she started begging for him
pound away into her ass with out mercy. As the Professor hammered into her ass
like a rabid animal, Jean whimpered, it hurt so much, yet it felt so good.

     Every time Jean had an orgasm in the visions, Jeans creamed all over her
fingers. It was like nothing Jean dreamed. She was hotter, wetter, and cumming
harder than she had before. She was ashamed, but that just made it all more
intense.

     "That it you fucking whore, suck your shit off my dick!" Professor Xavier
ordered the submissive red head. Jean almost cried from lost as the Professor
pulled his tasty dick from her mouth, but he made it up to her by cumming in her
face, hot sperm marking the ravishing red head as an adulterous whore.

     Jean Grey's big tits bounced around on her chest hypnotically, an amazing
ball bursting sight to see for the 18 year old neighbour boy using his telescope
to watch her playing with herself. Jean Grey was sobbing with pleasure, she had
to have more, please God let there be more.

     "Jean you goddamn cock tease you've had this coming for a long time" the
Professor explained and he took a practice swing with the wide black rubber
belt. The belt whistled through the air, landing with a loud smack on one of
Jean's ass cheeks. Jean screamed, but the only spurred the Professor on,
spanking her lovely bottom tilling she was cumming through the tears.

     "Whip my ass Professor till I can't seat for week" Jean Grey pleaded
desperately. Jean was still cumming, her clit still throbbed, but her body was
wrack with exhausted, yet she couldn't pry her fingers from her cunt.

     Jean was on her back this time, tits pointing into the air like mountains.
The Professor brought a bamboo cane down so hard onto her pointy nipple, but her
large tits were made to quiver enticingly. "Bet, you wish you had the balls to
do this don't you Scott?" Xavier asked his former student. Scott was naked now,
but the area where his cock should be looked more like it belong on a Ken doll
than a man.

     Jean Grey's breasts were super sensitive, yet she pulled so hard on them
that they seemed to grow half an inch, before she release them and they returned
to their normal size.

     Strangely, Jean Grey was surrounded by 30 Strange men, plus Xavier, all
stroking their cocks, about give her a cum shower. "Hope you don't mind a few
guests Scott, they wanted to give the bride something before they leave." Hot
cum spewed forth in outrageous quantity from each man about her, splashing
messily onto her face, stomach, legs, hair, toes, anywhere it could.
"Congratulations Scott, you married a great one, not any woman would allow
thirty men to plaster her head to toe in creamy sperm" Xavier teased, rubbing it
in.

     "Oh. My. God!" Jean Grey shrieked at the top of her lungs, scaring birds
into flight, as she reached undreamt of pinnacle of an orgasm.

    

     Is someone screaming Professor Xavier wondered as he sat their in his
library reading A Tale of Two Cities. Shutting the book and tossed it onto the
table, wheeling himself to the window.

     Outside in the buff was an exhausted Jean Grey, no longer playing with
herself, but to tired to play her hand away from her pussy.

     Jean, that hardly seems appropriate Xavier projected to his student.

     "What!?! that's inappropriate? Look who's talking Professor" Jean countered
angrily, flouncing back into the mansion, feeling guilty, humiliated, and
excited that the Professor caught red, or rather wet handed.

    

     Trinity sat back satisfied, fingers running through her purple hair, before
dissolving back into her three different personalities. When it was the need
arose three personalities of Trinity could combine into one more powerful
personality. It never lasted more then an hour, they found it too hard to get
along, especially Rebecca and Macy.

     "That was fun" Sydney purred. She could feel the agreement of the other two
in her mind. Truth be told Sydney was jealous of Jean. Thanks to her strange
upbringing she was still just a virgin.

     When Sydney was five she'd been pulled from the dead lifeless fingers of
her father. Her father was so feared by the fools who killed him, that they
forced her into a convent in the French country side at that tender young age.
She hated there, all they talked about was how she and her father, were bound to
go to hell for their sins, except when she was caught and put into solitary
confinement for a month when she'd been caught touching herself.

     It wasn't till fourteen, when she hit puberty, that Rebecca emerged. Sydney
had psi blockier on her, but no one knew about Rebecca. Rebecca used telekinetic
powers to freeze the convert solid. She had driven out everyone first, so one
was hurt.

     They had escaped and moved to Paris where, they authorities were sent by
her fathers enemies to hunt her down and kill her. They fled on her 15th
birthday to America, California to be exact. It was a week before her 16th
birthday that Macy emerged.

     It was one hell of a surprise to find her tits actually hated each other.

     Trinity had a great body, a body that would put supr models to shame, which
was now incased in a skin tight black spandex body suit, with a charm belt
around her waist, left slightly crooked for effect . She was astonishingly
beautiful too, with charming dimples, and her hair in a pony tail, two long
bangs framing her face.

     Yet she couldn't get laid if she wanted if her life depended upon it. Some
a guy or girl saw her arguing with herself, hair and eyes colour changing, they
ran for the hills.

     "Thanks for your help girls dad will be pleased" Sydney added, smiling down
at her huge chest. "Hah that was nothing if Rebecca had been pulling her weight,
we'd have gotten Xavier too!" Macy chided Sydney. "Damn it Macy do you always
have to be a snobby bitch" Sydney snapped back, gently smacking her right
breast. "Fuck off Sydney or I'll burn your tits off!" Macy threatened. "You
dumb, dumb, bimbo, we are her tits, you'd kill us both!" growled a pissed off
Rebecca.

     "I was just kidding, shit Becca relax" Macy said, calm things down. "And
you keep saying we French surrender quickly" teased Rebecca. "Oh no, this how it
starts" groaned Sydney.

     Macy, Trinity's right breast, slammed into Rebecca her left breast. "That's
it bitch, your ass is mine" Rebecca growled.

     The two massive tits slammed into each other with meat thwacks, while
Sydney gripped the arm rests of her chair. The Sydney arched her back and thrust
her ample chest out, unable to stop her mountain melons from trying to beat the
living shit out of each other. Sydney just wished it didn't feel so good when
they did this, if they weren't stopped, she'd cream hard. They liked do this in
public too, most likely just to piss Sydney off. It was soooo embarrassing.

     "Please, please stop someone could come in here at any time!" Sydney
groaned through clenched teeth, begging her bosom buddies for mercy.

     "Oh shit I'm cumming" Sydney wailed as her father and the rest of the team
entered the room. Sydney blushed as her father stared in shock as her mammoth
tit crashed into one another like Glaciers made of tit flesh, unable to take his
eyes off the sight. This caused Sydney's multititgasm to intensify, a flash
flood of pleasure that barely left her conscious.

     "Knock it off, the pair of you, er, I mean the two of you" Trinity's father
ordered.

     "H...Hi Da...Dad you ready to go take over Siberia Oil?" Sydney asked
trying to change the subject. "Yes, and as for the pair of you, er, the two of
you stop your bickering and cooperate with Sydney, if this continues they'll be
hell to pay!" Omega Phallic threatened, no clue as what to do with his odd
daughter.

    

     Blood dripped from Scotts hand. He stared into the broken mirror as if he
hoped to see right thru it at something else. "That bitch" he whispered, wiping
a tear from his cheek with his good hand. Scott wasn't a telepath, but his bond
had allowed him to see in what had been projected into her mind, in a garbed
fashion, so Scott believed he was seeing Xavier really fucking his wife. "I'm
going to kill him, I'm going to kill them both!" he roar, slamming his fist
against the mirror again, and, again and, again.



Review This Story || Author: Omega Phallic
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