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

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

Agents Of SHIELD/Avengers: This Is Not The Whedonverse Part 2 - Chapter 3
by Muhabba

Maria and Natasha stood in front of their class wearing loose fitting Gi's as they appraised their students. It was an impromptu class that Natasha had come up with at the last minute as a way to spread their master's influence more quickly than Maria's idea of just fucking agent after agent with her assembly line idea. The class was mostly male students but luckily there we're enough females to keep things interesting and keep Maria and Natasha from being worn out too quickly. The two senior agents smirked knowingly to each other, letting their master's power flow out of them and fill the room before Natasha stepped forward to address the class.

Natasha walked back and forth slowly in front of the class, putting an extra sway in her step to show off her ass and to make her bra-less tits jiggle a bit underneath her top. "Thank you all for attending on such short notice. I know that you were all in the middle of other duties but Director Fury felt that our field agents we're lacking training in a certain area."

One of the junior agents raised his hand up meekly and Natasha nodded at him. "Field Agents' training is pretty extensive, what could be so important that we we're asked to drop our regular duties to make this class so special ma'am?"

"Rape," Maria said sternly.

"That's right, Deputy Director Hill," Natasha agreed before turning back to the class. "Director Fury feels that there is a lack of understanding when it comes to agents in the field possibly being raped."

"But... but wouldn't our regular self-defense class be enough to protect us from an attack?" the junior agent asked.

"Let's find out," Natasha said before turning to Maria. "Deputy Director Hill, would you kindly rape me, please."

"Gladly," Maria said nonchalantly before lunging forward and knocking Natasha back. As Natasha stumbled, Maria's long leg struck out and connected with her junior agent's stomach and knocked the air out of her. While the Black Widow was gasping for breath, Maria reached out and yanked open Natasha's Gi, revealing her large, heaving breasts.

All the junior agents' eyes shot wide open in shock at the sight of the fearsome Black Widow's impressive, jiggling tits. They all looked around at each other to make sure that they were all seeing the same thing before locking their eyes back on Agent Romanoff's chest and as the Deputy Director began stripping her agent all their libidos started to throb to life.

Maria lunged at the topless Natasha again, pushing her through the small crowd of agents to the back wall. With Natasha pressed against the wall, Maria gripped and squeezed Natasha's firm tits, smiling evilly as she bent down and sucked a hard nipple into her mouth while pinching the other.

"Noooo..." Natasha moaned pitifully in character as she tried to weakly push Maria away from her.

"You ain't stopping me, bitch!" Maria growled as she punched Natasha in the stomach, doubling her over. "Your body belongs to me now!" she yelled triumphantly as she tugged down her own pants to reveal her long legs and naked ass to the room. She yanked Natasha's face up roughly by the hair, causing her to squeal in pain, and then pulled it between her legs, straddling the spy's face. "And your tongue is mine too, now lick!" she ordered as she twisted around and leaned against the wall As she began riding her junior agent's face.

Keeping up the role-play, Natasha gripped Maria's tight ass and shoved her tongue into her superior officer's drooling pussy. She had no idea what the rest of the room was thinking about what was going on but at that moment she felt like sex itself and her needy pussy gushed in desire.

The junior agents looked around the room at each other, every male agents' pants were tented and every female agents' nipples were creating peaks through their tops. All of them were becoming desperately horny, all wanting to touch themselves but none of them wanted to be the first.

"Fuuuuck your tongue is amazing, you little whore," Maria hissed as she shucked off her top and shoved Natasha down to the floor. Standing unabashedly nude in front of the room with her hands balled into fists as she leaned down over her junior agent. "You ready to get fucked, whore?"

"N... no, please," Natasha pleaded as she tried to crab walk away from Maria.

Suddenly one of the junior agents abandoned her last sense of decency and slid her hand down the front of her pants and began obviously fingering herself. A male agent caught her out of the corner of his eye and yanked down his pants and began fisting his prick as all the other agents began masturbating to the sight of Deputy Director Hill and the Black Widow.

"Roagh!" Maria screamed as she leaped down on top of Natasha. She quickly stripped Agent Romanoff naked and slid between her pale thighs, wrapping on of her legs around her waist and throwing the other over her shoulder. She pressed her wet, heated and horny cunt against Natasha's and began humping, scissoring the sexy, submissive secret agent. Her clit sizzled in pleasure as she heard Natasha gasp and mewl in need below her, already about to cum. Pressing herself as firmly as she could against the Russian's wet, gooey pussy she humped faster, her own orgasm beginning to crest.

"I'm cumming!" both women screamed out as their orgasms crashed over them at the same time. Both sexy agents' bodies gleamed with sweat as they shook and twitched until finally calming with Maria sliding down onto the floor. As she caught her breath, Maria looked up at her now mostly naked, masturbating class. "Now, did everyone see what I did there?"

The entire class nodded dumbly in response.

"Excellent," Maria said with a cheeky grin. "Let's break the class up then. Half of you rape Agent Romanoff, half of you rape me, and then we'll switch."

In less than an instant half a dozen S.H.I.E.L.D. agents fell on top of Natasha's panting body. A hard cock suddenly filled her mouth as eager hands began flowing over her body, kneading her tits and ass. Her thick ass-cheeks were parted and a tongue slid surprising deep into her ass while anther cock filled her wet cunt as she was shoved back and forth, yanked this way and that. There was nothing that she could do as another orgasm suddenly began to rise inside of her. There was no rhythm to match as the agents raggedly fucked her so she simply went limp, letting them use her willing body to slate their lusts.

The prick in Natasha's mouth lurched and filled her mouth with cum which she hungrily swallowed before the hard shaft pulled itself out and was quickly replaced by one of the female agent's wet pussy. She tried to raise her hands up to hold the agent to her mouth but her hands were yanked away and filled with two hard dicks and she automatically began tugging on the thick shafts as the female agent rode her face. The cock in her pussy exploded and was quickly replaced by another as yet another dick began shoving it's way into her firm ass. She came when she heard Maria begin squealing in joy as she rode out her own orgasm. She couldn't see the other woman through the tangle of balls, thighs, asses, and pussies surrounding her but she gurgled in joy around the cock in the mouth as she came again and again.

* * *

"Phil! How are you?" Pepper Potts said with a wide smile on her face as she held her arms out to the S.H.I.E.L.D. Agent.

"Pretty good," Phil said as he stepped off the elevator and Pepper embraced him, giving him an affectionate kiss on his cheek. "I see that 'Stark Tower' is coming along nicely."

Pepper held an arm out to present the half finished room. "Oh, it's still coming along. It should be ready in a few months and with Tony's Arc Reactor it should be one hundred percent green."

"So absolutely no pollutants in it's energy consumption?" Phil asked as he looked around the room and then let his eyes return to Pepper. Her light red hair came down to her shoulder and her straight bangs framed her beautiful face. Since she had been working out of the tower instead of her office she was dressed extremely casual with a loose fitting button-up shirt and cut-off jean shorts which showed off her graceful legs.

"One hundred percent self-sustainable, renewable energy," Pepper said with pride. "But you didn't come here to talk about Tony's latest ego project, did you?" she asked with a knowing grin.

Phil smirked as she pulled out a thick manila envelope from his back pocket. "You caught me, I'm actually looking for Tony. I tried to call ahead but I kept getting diverted to voice mail. Which was full by the way."

"Yeah, sorry about that. He keeps blocking your number," Pepper said matter of factly. "I've got a couch hidden around here somewhere so why don't you find it and I'll find us some drinks and you can tell me instead."

After a few minutes of clearing away construction rubble, Phil found the couch and sat down followed a few moments later by Pepper and two glasses of wine. "I got this vintage from Tony's private stash," she said as she made herself comfortable. "I think it's only fair since he blocked your number."

"Thanks," Phil said as he took the wine and handed Pepper the envelope. "Take a look at this and tell me what you thing," he added as she released his master's power at Pepper.

Pepper began reading the dense documents, barely noticing as the started to feel warmer. "The Red Skull? The nut-job from World War 2 that thought Hitler was to soft?"

"And started the terrorist organization Hydra," Phil added helpfully as he slowly started to become erect.

"Says here he found a possible alien power source," Pepper mumbled to herself as sweat broke out across her forehead. "The Tesseract?"

"Doorway to a energy source on the other side of the universe," Phil said as he put down his glass and began loosening his tie.

Pepper began fanning herself with the papers she had already read as sweat broke out across her chest and trickled down between her small, bra-less breasts. "And after the Red Skull was defeated by... Captain America? The super-solider? It says that the Tesseract was found by... Howard Stark? Tony's father?"

"Yep," Phil said as he placed his tie next to his wine glass and began taking off his jacket. "Howard Stark found the Tesseract while looking for Captain America who was lost in the Arctic. Howard turned the Tesseract over to what was called the SSR which later became S.H.I.E.L.D."

"And S.H.I.E.L.D.'s been doing what with it?" Pepper asked worriedly. "Building weapons? Because Tony doesn't do that anymore," she finished as she began shifting around on the couch, unable to find a comfortable position.

"Eh, kinda sorta," Phil said as he folded his jacket up and placed it beneath his tie before beginning to unbutton his shirt. "Mostly it's being experimented on my a Doctor Selvig, an astrophysicist who had an alien encounter in New Mexico."

Pepper finished reading the report, finally beginning to recognize that she was feeling strange. "And what? You were hoping Tony had some notes left over from his father," she asked, finally noticing that Phil was undressing as he folded his shirt up and placed it on top of his jacket and under his tie.

"Pretty much," Phil answered as she slipped his shoes and socks off, folded his socks up and placed them into one of his shoes before placing his shoes directly behind his pile of clothes. "Or if he could help us."

"Help? Help you... help you with... with what?" Pepper asked, her tongue feeling thick and clumsy as she watched Phil stand up and remove his pants.

"We've his a bit of a snafu," Phil said as he took his pants off and folded them up before placing them neatly next to his first pile of clothes. "An entity came through the Tesseract recently. I'm not sure what kind, I'm not even sure it has a name. We mostly call it 'Master' now."

"Ma... Master?" Pepper stammered, her heart pounding inside of her chest as her eyes locked onto Phil's obvious erection tenting his boxer shorts. Her nipples were hard and felt like the were sizzling with need as her pussy churned and she began panting in desire.

"Yes, our master," Phil replied plainly as he took off his undershirt, folded it up and placed it on top of his pants. "He'll be your master too, in a little bit. Well, I say he... Whatever it is it comes from somewhere before the dawn of time he suspects at some point before the dinosaurs. He was part of what he's beginning to think of as a conglomeration of ancient beings the he call 'The Great Old Ones" or 'The ancient Ones'."

"Like... like Lovecraft?" Pepper murmured as she simply continued watching Phil strip and began absentmindedly unbuttoning her shirt.

"They believed something similar on the Earth that our master was on before this one," Phil said with the enthusiasm of a middle school math teacher, simply repeating what he's been told. "He was ripped from his world and brought to another Earth before a group of beings defeated him and banished him to this Earth," he continue as he removed his boxer shorts, releasing is erection as he folded them up and placed them on top of his undershirt. He stood back up and presented his erection to Pepper. "His only hope of returning to the ancient Ones is to build enough power to bring them to him so that they can repair the world and return it back to normal. Back to what it was before the fires of creation cooled, before man, before dinosaurs, before time."

Pepper slid off her top, her small breasts heaving and tipped with hard, pink nipples. She licked her lips while staring at Phil's cock as she began unbuttoning her shorts.

"Here, let me get that for you," Phil said politely as he got to his knees and Pepper reclined topless on the couch. "In the first world he came to his rise to power was slow and they had time to defeat him," he continued as he slid the CEO's shorts down her legs, "...but luckily, on this Earth, his powers have grown and now we just need to figure out how to activate the Tesseract."

"To... To... Tony!" Pepper shrieked as Phil slid his tongue into her pussy and triggered a orgasm. She grabbed the thinning hair on his head and began humping frantically against his face as he lapped eagerly at her gushing juices. Her toes curled as she screamed through another orgasm and he slid a finger into her clutching cunt, stimulating her G-spot as he nuzzled her inflamed clit. "F... fu... fuck, Phil!" she stammered as she twitched and shuddered on the couch, her legs flailing wildly before clamping her thighs around his head and riding out her orgasm.

"Je... Jesus, Ph... Phil," Pepper panted as her naked body calmed and relaxed before slumping into the cushion. She looked down between her quivering thighs at Phil's eyes staring mischievously up at her. She moaned in pleasure before grinning and saying, "Get up here," and languidly stood up to give him room. As he sat down she straddled his lap and grasped the base of his prick, aiming it up between her legs as she lowered herself down, slowly impaling herself on the secret agent's prick. She took a moment to adjust to him filling her, stretching her, making her coo in pleasure as her juices slid down his balls and soaked into the couch.

Phil smiled in satisfaction at Pepper enjoying the feel of him as his hands slid over her naked, writhing body. He could feel his master's pleasure at how easily the woman had been taken, taken so easily that she hadn't even been able to resist in the slightest. As she slowly began riding his pole he could feel his master's satisfaction that his influence was spreading nearly effortlessly now, so much easier than the previous world. His hands glided to Pepper's clenching ass as he bent up and took a ripe nipple between his lips, sucking it into his mouth and lashing it with his tongue.

Pepper held Phil to her chest as she pistoned up and down on his cock, pressing her tit into his mouth as she moaned in pleasure. "Ohh, suck it, Phil. Lick them, suck them, it feels soooo good," she groaned out as he lifted his pelvis and she rolled her hips, grinding his sizzling clit against him. His cock felt perfect for her, stretching and filling her, reaching and rubbing her in all the right places with each thrust. She leaned to the side and he picked up on the hint, laying her down with him on top of her, his darling dick never leaving her as she began bucking up against him and he began thrusting into her.

Phil grunted with each thrust as Pepper wrapped her legs around him. He kissed her passionately, their tongues darting and wrestling inside of their mouths as he held himself up with one arm and used his free had to continue exploring her sweat slick body. He felt her body seized, her tight pussy convulsing around his cock and knew that she was cumming again as she moaned lustfully in her mouth. He broke the kiss and waited for her to relax before pulling his prick out of her gushing pussy with a lewd sucking noise and aimed the tip at her panting mouth. Her hair was plastered to her head and face with sweat as he jerked his cock, pumping his prick until he came, his thick cum raining down on her upturned face.

* * *

"Yessss..." Ward hissed as he felt Pepper Pott's energies fill him as she became one of his disciples. It had taken nearly two days in the previous world to gain as much energy as he had in only a few hours time in this one. "Selvig, you know of the mortal called 'Captain America', correct?"

Selvig, who had never bothered to put his pants back on after his encounter with Maria, looked up from his console. "Yes, yes. He was found in a state of suspended animation towards the North Pole, frozen after defeating the Red Skull. He had piloted the Skull's war plane away from the East Coast and was lost for decades, only recently found."

"And he has knowledge of the Tesseract?"

Selvig thought it over for a moment. "He was debriefed after being revived but his knowledge was limited. He was a soldier after all, not a scientist."

"But he saw it used?"

Nonchalantly scratching himself with one hand and scratching his chin with the other, Selvig thought about his master's question. "Well, while the Captain did say that the Red Skull mostly used the Cube to power his weapons he also said that the Skull did try to use it directly."

Ward looked greedily at the glowing Tesseract. "And?"


Ward thought over his options. "And where is this Captain America now?"

Selvig continue absentmindedly scratching his balls, his cock slowly starting to become erect. "Well, I don't really know the exact address but I interviewed him about the Cube and from what I gathered he's living above a old gym in the Bronx."

Ward's eyes flashed momentarily orange. "Close enough," he hissed. Sparing a quick glance at his disciple he said, "You continue working, Doctor," before noticing the tent in Selvig's tighty-whities, "Call for some assistance." Releasing It's hold on Ward, It began traveling to It's next target.

With It's abilities to see energy, It quickly found a small speck of the Tesseract's power only a short distance away. Not enough power to be useful but enough that It knew that the speck was a symptom of a human that had been present while the Tesseract had been activated. It found itself in a old, dusty, poorly maintained building populated by only one man, a man whose energies clearly show the trace of the Cube's power that It had followed. It flowed slowly towards the blonde, well-built man as he reclined in a shabby chair, reading. It flowed around the human, attempting to mingle It's energies with the human's and failing.

Had It been able, It would have screamed in fury. The human was the same as other humans but something about it was wrong, just slightly off, differing it from other humans. It continued flowing around the human, unsure of It's next course of action. It had been able to infect every human and mutant It had come across so far, until now but why was It incapable of infecting this one human. As It thought of what It could do, It remembered the other world and they young mutant it had infected first among all the others. The mutant's simple act of masturbation had awakened It's desire for power and through her orgasm it had infected her. It could then join with her after it had made her, "Sleep."

Captain America, The First Avenger, Steve Rogers, yawned and stretched his muscular frame. While the Super-Soldier serum coursing through his veins gave him the strength, speed, and endurance most people would envy the need to rest was intrinsic to everybody. "Must have hit the bag to much this morning," he though as he put down his battered copy of "Catcher In The Rye", "I'm wiped." It hadn't been that long since S.H.I.E.L.D. had found and dug him out of the Arctic and he was still trying to accumulate himself to the 21st century which meant that he mostly just went sight-seeing every couple of days. Today, however, hadn't been one of those days and he had planned on doing nothing more that relaxing and catching up on his reading. After hitting the speed bag for a couple of hours first.

Steve got up and walked across his lonely living area to the small kitchenette and found that he had drank the last of his coffee. Starting a fresh pot he returned to the couch and sat down, picked his book back up, and quickly fell asleep.

Pleased with the growing ease that the humans were succumbing to It's powers, It riffled through the human's mind and found a memory that It could manipulate to It's own end.

"Think the next rounds on you, Steve," Bucky said with his usual grin.

"Ha! Pretty sure I got the last one, Buck," Steve said with a chuckle.

"I got the last one," Dum-dum bellowed with his usual good natured voice. "Now if you two are done makin' goo-goo eyes at each other, Cap, it's your turn."

Bucky slapped Steve on and shoulder and laughed, "You sure got a lousy memory for a guy that can't get drunk."

"Yeah, yeah, yeah," Steve chuckled as he got up from the table and made his way to the bar. "Two pitchers," he said to the barman before tossing his money down. While the bartender filled the pitchers, Steve took a look around, trying to appreciate everything around him. War was hell but he guessed it could be weathered when you had a group of soldiers and friends like the Howling Commandos watching your back. The dingy bar they had found themselves in may have been held together with spit and bailing wire but as far as a shelter from war went, it wasn't to bad. "Captain, a word please?" a female, British voice said from over his shoulder.

Steve turned around and saw what was surely the girl of his dreams, Peggy Carter, with her wavy brown hair flowing down to perfection, her plump lips painted the same scarlet as her dress that covered her curvy body like it was made for her. The sleeves came down to her mid forearms, the hem to her knees, the waist tight around her, and with just a hint of cleavage to draw the eye to her buxom chest. "I, uh... I, uh... I... I, yes, sure," he stammered as the den of the bar quieted.

The bar had been packed but Peggy quickly found an empty table and unrolled a large map. She bent over it, her impressive cleavage sliding forward as if it was going to pool out of her dress. "Howard's manged to pin-point some of Hydra's staging points for us," she said plainly.

Steve couldn't help himself in taking a moment to admire the British agent's round, up-thrust rear-end and couldn't help but think that she was posing for him. "You gotta admire Stark I guess," he grumbled as he tore his eyes from Peggy's round butt and joined her at the table, becoming immediately distracted by her jiggling cleavage.

"You're not jealous of Howard for some reason, Steve?" Peggy asked with a heavy lidded stare.

"No. No, no," Steve said pulling his eyes away from Peggy's amazing chest. "It's just the guy certainly seems to get around 'tho, doesn't he?" He didn't know why the thought of Stark and Peggy working together got to him as much as it did, it wasn't like she was his girl or anything.

The lights in the bar slowly dimmed as Peggy walked around the table next to Steve, her wide hips swinging enticingly. "You are, aren't you?" she said in a low, husky voice with a knowing smirk. "You're jealous of the time Howard and I spend together."

Steve blushed as Peggy stopped barely an inch in front of him. "It's not that. It's just..."

"We never do seem to find the time, do we?" Peggy said with a hint of sadness and placed her arms around Steve's broad shoulders.

"Peggy, what are you doing?" Steve asked in a whisper as he unconsciously placed his hands on Peggy's wide hips.

"Making time," Peggy answered in a whisper before passionately kissing Steve, their lips meeting, softly, delicately. Her tongue brushed wetly against his mouth and he opened for her, their lips caressing lightly against one another. She slowly pressed her voluptuous body against his as their arms slid around each other and the kiss turned more passionate.

Steve broke the kiss and weakly tried to push the sexy secret agent back. "Peggy, we can't do this. Not now, not here."

Peggy pressed a finger against Steve's lips to silence him. "Shh, there's no one here but us. We have all the time in the world," she whispered as she began to slowly unbuckle his jacket and began kissing down his neck.

Steve looked around as Peggy slid his uniform jacket from his shoulders and pulled it off before beginning to unbutton his shirt. The dimly lit bar was completely empty and the sounds of war from outside had silenced. "Wait, Peggy, something is..." he started before she interrupted him by pulling his shirt out of his pants and kissing down his muscular chest.

"Geez, Peggy," Steve gasped as her hands caressed his muscular torso and her lips and tongue traced along his rippling abs, "What are you doing?"

Peggy bent back up as she slid Steve's shirt down his arms to join the jacket on the floor. "I'm making time, she said before once again kissing him as she began to unbuckle his pants. "I saw the way you would look at me in camp, Steve, before they transformed you into Captain America."

Steve's hands gripped the table hard as she leaned in against Peggy. "A dame like you would never have gone for a mook like me," he panted as she once again began licking down his torso.

Peggy got on her knees and grasped the elastic band of Steve's army issue boxers and peered lustfully up at him. "We both know that's not true," she said as she slowly began pulling his underwear down, "I know you saw the way I would look at you, even back then," she continued as his underwear slid down his hips, trapping and exposing just the base of his thick cock. "You may have thought of yourself as just some 'mook' but even back then I saw the hero inside of you," she finished just as his hard prick sprang free. Letting his underwear slid to the floor she used her warm, wet tongue to draw the tip of his throbbing dick into her waiting mouth, sucking it in until she held half of his length inside of her.

"Oh God, Peggy," Steve gasped as his hips bucked uncontrollably and he came, shooting his thick load into her amazing mouth.

Peggy easily swallowed Steve's cum before letting his still rock solid cock slid from her mouth. "Your first time?" she asked with a playful smirk.

"For that, yeah," Steve panted as Peggy stood up and pressed her body against his, his erect prick trapped between them. "I didn't know girls did things like that. What was it?" he asked in astonishment.

"It's called a blow-job," Peggy said with a grin as she turned around, Steve's dick rubbing against her ass. "Get my dress?"

"Wha? Oh, yeah," Steve said as his hands reached up and his fingers grasped the tiny zipper of Peggy's tight, red dress. "Peggy, I still don't think we should..." he started before the back of her dress opened before he had even tugged on it's zipper, the material peeling down her sides to reveal her graceful back unadorned with any bra. The material revealed her down to the top of her pale ass as he sputtered, "Oh my."

Peggy took a step forward and turned around, the dress falling in a puddle at her feet revealing her glorious, naked body. Her tits were large, firm, without a hint of sag and capped with hard, brown nipples. Her stomach was flat with just a hint of muscularity, her waist small with dramatically wide hips, long legs and her pussy wet with just a hint of shaved hair.

Steve licked his suddenly dry lips with his suddenly dry tongue as he stood stunned.

"Of all the things Captain America has seen," Peggy whispered with amusement as she pressed her naked body against Steve, "...and I'm the thing that stops him in his tracks." She kissed him deeply, her hands exploring his body as his tentatively did the same to her. His hands eventually made their way to her round ass and he held her to him as he rubbed up against her and they both moaned in pleasure.

Peggy broke their embrace and led Steve to a sudden cot set in a dark corner that Steve didn't remember seeing before and was now to distracted to notice. She laid down and opened her legs wide, pulling him on top of her as they resumed their kiss.

Instinct took over Steve's tongue, lips, and hands. His kiss began to become more forceful as his hands wandered to Peggy's large chest, massaging and squeezing her breasts, his thumbs circling her hard nipples and causing her to gasp and coo in pleasure. He kissed, licked, and nibbled down her neck until his tongue met one of her large tits and sucked a nipple into his mouth, teasing it with his tongue before kissing over to the other firm orb. Her pants and moans became louder which made him feel like they were going to be noticed until he remembered that they had the whole bare to themselves. (why?)

Kissing down Peggy's flat stomach, Steve reached the burning juncture of her trembling thighs and her wet pussy. He licked up one, delicate labia and then the other, teasing her before circling her clit with his tongue and causing her hips to buck. He nuzzled his nose against her clit before licking up from her puckered asshole to the top of her slit and making her moan his name. As she moaned, "Oh, Steve, you're so good," he wondered for a moment why'd she say that, (since you've never done this before,) before sliding his tongue down between her dewy lips. He circled her gushing hole before sliding his tongue in, lapping at her juices and making her buck against him again as she came, her cum spilling into his mouth as she groaned in pleasure.

"Thank goodness the bar's empty," Steve thought with a smirk, (where'd everybody go,) as Peggy shuddered while her orgasm rolled over her. When she relaxed he wiped the moisture from his chin and slid up her spectacular body until his throbbing erection was resting against the entrance to her hot pussy. "Peggy, I loved you," he whispered as he slowly slid his thick cock into her gooey cunt. (past tense)

"I love you too," Peggy moaned as Steve's hard prick slowly stretched and filled her tight pussy. She raised her hips up to give his wonderful dick easier access to her needy hole and practically purred with pleasure as he filled her fully, his heavy balls resting on her compacted ass-cheeks.

While not a virgin, a skinny little sickly guy from Brooklyn doesn't get a lot of opportunities for sex so Steve started out slow and easy, sliding his cock out barely an inch before sliding it back in. (you're going to be perfect no matter what you do) Peggy responded eagerly as she wrapped her arms around his wide shoulders and kissed him passionately. She broke the kiss and whispered, "You're perfect," as he started to go faster, his only concern giving her as much pleasure as possible. He rolled his hips so the tip of his prick slid firmly against her G-spot as his groin stimulated her clit. (perfect. where'd you even learn that)

Peggy's body just seemed to open to Steve and he instructively knew what parts to touch to please her and when, where to lick, when to kiss. After a few minutes of his firm, confident strokes her hips we're rocking up to meet his thrusts in perfect synchronicity, her ample chest heaving, her sweat slick tits swaying, a deep blush creeping across her face and upper chest, and her fingernails scrapping down his back and digging into his muscular ass.

Suddenly Peggy screamed out, "I'm cumming, Steve! I'm cumming!" as her tight pussy clamped down on his thick cock, her body seizing.

(honey-trap) "Me too, Peggy. Me too," Steve grunted as he came, his cock erupting and fulling her heavenly pussy with his thick cum. He kissed her deeply again, his sweat slick body pressed tightly to hers as they rode out their orgasms.

As their entwined bodies relaxed, Steve slid to the side of the cot and Peggy cuddled up against his broad chest. He wiped the sweat matted hair from her panting face and she smiled up at him. He chuckled as he peered down at her and said, "You were screaming so loud I thought you'd alert the enemy to our position. (the enemy already knows your position, soldier)

Peggy giggled girlishly as she lightly toyed with Steve's spent dick. "I don't think we have to worry about that right now." (told you) "All we have to worry about is the Red Skull and his dastardly Tesseract."

Steve chuckled again. "That's some strange pillow talk, lady." (yes it is)

"I know, Steve," Peggy said as she snuggled tighter against him, her large breasts press firmly against his abdomen, "but I just... I just wish this terrible war was over and then we'd have our time together."

"I know what you mean," Steve said as he placed a kiss on top of Peggy's head, one of his hands playing absentmindedly with one of her large, firm tits.

"And the secret to that is discovering how the Cube works. What have you seen, Steve?" Peggy asked with a note of desperation.

(have you even gotten there yet?) "I'm... I'm not sure," Steve said, his head clouding in confusion.

"Please, Steve, please," Peggy begged. "You know I don't really want to go back into the field with Howard. He keeps making advances and I don't know how much longer I can resist before giving in to them."

(watch it, soldier) "I don't... I haven't seen..." Steve mumbled. "I've only... I've only seen the Skull and Hydra's weapons. I don't know..." and then Peggy was gone as if she had never been there.

"Peggy!" Steve shouted as he shot to his feet.

(That's the way it happens, soldier. They're gone in an instant.)

"Who keeps talking?" Steve shouted, just hands balled into fists as he looked around. He was there, standing in front of the bar with the Howling Commandos and Peggy, now fully dressed in her combat gear. It was him. Not Steve Rogers him. Captain America him. He stared at himself in his uniform as Peggy, Bucky, and the rest of the Howling Commandos slowly disappeared, leaving him alone with himself.

(It's time to go to work,) Captain America told Steve Rogers. (It's time to wake up. They're gone and she's gone and there's only you left. The enemy just attacked us where we're weakest and it's time to fight.)

* * *

Leo Fitz walked nervously into Deputy Director Hill's office. Skinny, geeky, and fresh from the S.H.I.E.L.D. Science Academy he had no idea why the deputy director wanted to see him except that maybe, finally, he'd been moved to the Tesseract project. He'd brought his own notes on the Cube with him just to be safe and nearly dropped them at the sight if the famous super-spy, the Black Widow, leaning enticingly against the deputy director's desk. "Director Deputy... I mean, Deputy Director. You, ah, you wanted to, ahem... you wanted to see me?" he stammered through his British accent.

Maria pretended to do paperwork and didn't look up as she answered, "Junior Tech Fitz. Close the door and sit down."

Fitz immediately shut the door and obediently sat down in the plain, wooden chair in front of the deputy director's desk. His eyes we're drawn to the Black Widow as she languidly pushed herself off of the desk and strutted past him to lock the door. "Did she, ah... did she lock the door?"

"Yes she did," Maria said matter of factly as she continued shuffling the papers on her desk around. "Not everybody is on our side yet and I didn't want to be interrupted.

"Our side..." Fitz started before Hill cut him off.

"We've decided we need more techs on the Tesseract project," Maria said while trying not to smirk at the look of pure joy in the young man's face. He looked like a kid that had just unwrapped a puppy on Christmas morning.

Fitz eagerly shoved his notes onto the deputy director's desk. "I'm sure I can help. As you can see by my notes, I have several ideas on how to harness the Tesseract's energies..." he began before being interrupted again.

"We don't want to harness the Cube's energies," Maria said simply as she finally looked up. "We want to open it."

"Open it," Fitz blurted out. "But... but the last person to open the Cube was... was the Red Skull and it destroyed him."

Maria nodded. "Yes, yes. But our master doesn't have any worries about that."

"Master?" Fitz asked.

"Agent Romanoff will explain," Maria said with a smirk as she reclined in her chair with her hands behind her head. She and Natasha had decided that for fun they wouldn't use their master's power to seduce Fitz, just good old fashioned human libido and she licked her lips in anticipation at the show.

The Black Widow walked out from behind Fitz and stood in front of him completely naked except for her gloves and boots. "I don't... I don't.." he stammered in confusion as his erection roared to life. He had never seen a woman that looked like her anywhere except for internet porn and he was dumbfounded to see it now in real life.

Natasha bent at the waist until she was face to face with Fitz, her large breasts dangling beneath her as she crooked a finger under his chin. "Fitz, I know it sounds kind of insidious when we talk about our 'Master' and opening up a potential portal of destruction but I'd really like you to eat my pussy for me. Will you do that, Fitz. Will you eat my pussy?"

Dumbly Fitz nodded and let the Black Widow guide him with her finger under his chin towards the deputy director's desk.

As Natasha led the young man she turned her head around and playfully stuck her tongue out at Maria over how easily she had seduced the nerdish science tech. She sat on the edge of the desk as she spread her legs and pushed down on Fitz's shoulders until he was on his knees. She brought his hands up to her chest and he immediately began squeezing her firm tits enthusiastically before she placed her hands on the back of his head and pulled him towards her wet pussy. He licked her cunt with the same boyish enthusiasm he was using on her tits and had almost no technique with either. Even without any real knowledge on how to please a woman she was enjoying the power she had over him, power that had nothing to do with her master. Power just from being a woman, just from her own raw sexuality.

Maria playfully chuckled as she pulled down the zipper of her uniform. "What is it with guys lusting after women that can kick their asses?" she asked as she began playing with her small tits.

"I have no idea," Natasha said with a maniacal grin as she humped Fitz's face, "...but they are so eager to please." She held his head firmly between her thighs, determined to make him make her cum no matter how underdeveloped his technique was.

Fitz had no idea what was going on as he lapped at the sexy Black Widow's tangy pussy and by now he didn't care.

* * *

"Guys, guys!" The naked Darcy yelled as she dragged one of the workers hands from between her thick thighs and pushed another away from her impressive tits. "I said 'hold on' guys. Why is nobody listening to me?"

The equally naked Jane pulled the cock out of her mouth as she slowed down on riding the worker below her. "Do you think maybe it's because they're German and you're shouting at them in English?" she responded with a giggle that was not like her.

"Not according to my English professor I'm not," Darcy said as she started shoving the workers away from Jane as she said, "And you guys shoo. Shoo!"

"Hey, I was using that," Jane said as Darcy pulled her off the random construction worker she had been riding.

"Hold on, boss lady. I want to make an announcement," Darcy told Jane before turning back to the small crowd of horny, naked men surrounding them. "Guys, this is Dr. Jane Foster, a awesome boss and all around swell lady."

"Once again, they're German and you're speaking English," Jane muttered.

"Gratitude is it's own language," Darcy told Jane before readdressing the crowd. "I think Dr. Foster deserves a round of applause," she announced as she began clapping her hands while he crowd of horny, slightly confused, construction workers slowly joined in. "Also the orgasm to end all orgasms. You two hold her," she said to two random men as she pantomimed what she wanted and they grabbed Jane's arms. "See, I told you they'd understand," she said to her boss.

"Darcy, what are you doing?" Jane asked in frustration as she struggled weakly against the workers.

"You put up with a lot," Darcy said as she stepped closer to her mentor, her larger, soft tits enveloping Jane's smaller, firmer ones, "So I wanted to thank you." She kissed the horny astrophysicist, running her tongue thoroughly through her boss's mouth and felt her meld her body against her own. She ran her hands up and down Jane's sides slowly before reaching around and squeezing her pert, little ass. She licked down to her mentor's small chest, playfully nipping and nibbling on the horny scientist's nipples until Jane was panting in pleasure.

"Oh fuck, Darcy," Jane groaned in pleasure as her assistant's hand delved between her slender legs, "You are so getting an A."

Darcy giggled at Jane's moans as she ran her middle finger up and down her professor's wet slit. When the scientist was dripping wet she licked down from Jane's chest, over her stomach, licking around her navel and then dipping her tongue in as a preview. When Jane was nearly mewling in desire, Darcy went back to tracing down her body until she was in her knees in front of her sexy mentor.

"Yes, Darcy, yes," Jane moaned in absolute need. Darcy wrapped her hands around her body and gripped her small ass as she looked up at her wickedly. "Please, Darcy, don't stop," Jane pleaded as she spread her slender thighs wider and relaxed into the grip the German workers had on her horny body.

"You're the boss," Darcy smirked before leaning forward and sliding her wet, warm tongue up the length of Jane's wet, well-fucked slit. She heard her supervisor moan and shudder in her hands as she gently caressed the astrophysicist's plump pussy-lips with her talented tongue. She licked up one dewy labia and down the other, nuzzling Jane's clit with her nose before licking at the little area between her pussy and ass. She moved up and gave a quick flick with her tongue at Jane's clit and caused her to buck up against her face and smile with pride, she may not be much of a student but she knew what to do with her tongue to make the grades.

"Fuuuccck," Jane hissed in pleasure between gritted teeth. "Where the fuck did you learn to do that?" she asked as she reclined more into the worker's strong arms so she could spread her trembling legs wider.

Darcy grinned up the length of Jane's body at her flushed face. "Hey, you said if I wanted better grades that I should study more," she giggled.

"I meant your class subjects," Jane groaned as waves of pleasure coursed through her and the worker's hands began traveling across her needy body. Their strong hands fondled her small tits, rolling her hard nipples, cupping her tight ass as their fingers toyed between her taunt cheeks.

"Tomato, tom-ah-toe," Darcy said defensively before slowly pushing her pink tongue into the pink folds of Jane's pussy. Her mentor groaned in lust as she pushed her tongue into the normally subdued astrophysicist's hot, gushing cunt as she started to slowly tongue fuck her. She gripped Jane's ass tightly, wrestling with the German men for a good hold as she began thrusting her tongue in faster and Jane began humping up against her face. She shoved her tongue in as deep as she could and felt a small orgasm surge through her supervisor's lean body as she collapsed fully into the worker's arms. Pulling her tongue out she looked up at the worker's and said, "O.k. boys, let her down."

"Eng... You're speaking English and they're German, Darcy," Jane groaned in a mix of frustration and lust.

"Whatever," Darcy said defensively as she stood up and began pushing the worker's to do what she wanted, "Sex is it's own language." When she finally got Jane on the ground she leaned over her on her hands and knees, her large tits swaying rhythmically bequeathed her and her lush ass high in the air. "See, right where I want you," she said to Jane.

Jane giggled playfully before getting a serious look on her face. "Wait, I'm the teacher here," she said before grabbing onto Darcy's wide hips and rolling them over until she was on top with her smaller, firmer breasts enveloped by Darcy's larger, softer ones. "There, much better," she said before bending down and sliding her tongue past her student's plump lips.

Darcy instinctively opened her legs wider as Jane kissed her and began writhing against her voluptuous body. When Jane broke the kiss Darcy slid her hands up and down Jane's lower back as her supervisor began kissing down to her chest. "Oh, Jane," she gasped out as Jane began licking and sucking across her generous chest.

"It's 'Ms. Foster'," Jane said from between Darcy's wobbling breasts. She squeezed, kneaded, licked, kissed, and sucked all around her student's amazing tits as Darcy moaned in pleasure beneath her. She jumped her pussy up against Darcy's heated cunt as her hands, lips, and tongue explored her student's wonderful chest.

"Oh geez," Darcy groaned in pleasure as Jane began kissing down her chest. Despite the pleasure her professor was giving her she gripped Jane by the shoulders and pulled her head up. "This was supposed to be about you," she panted

Jane thought it over for a moment before saying, "Same time?" Darcy eagerly nodded yes and Jane circled around until her dripping pussy was over Darcy's face and Darcy's tasty looking cunt was below her. They both gripped each other's thighs and plunged their beautiful faces between their wide spread legs. Their was no desire to be timid or to tease as they began eagerly lapping at each other's dripping holes, grunting and rutting like animals in heat. They writhed, humped, bucked, and thrust themselves against each other, their moans and groans of pleasure muffled by each other's nearly orgasmic bodies.

Until Darcy yelled out, "Hey! I was eating that!" as one of the German workers pushed her face out of his way and shoved his hard prick into Jane's tight cunt.

"Just... Just fuuu... just fuckin'... share, Dar... Darcy," Jane stuttered as the German man began fucking her hard and deep. His thick cock stretched her tight as it pummeled into her horny body and she went back to tongue fucking her assistant.

Darcy glared angrily up at the worker's dangling ball sack as she decided whether to bite it or not. Shrugging her shoulders, she stuck out her tongue and began alternating between licking his cum filled balls and Jane's erect clit.

"Mot Mary mare ah won't ham ah mock," Darcy mumbled as she tongued the worker's swinging balls. She occasionally.had to close her eyes or move her head to keep Jane's juices out of her eyes and decided she didn't like this position any more. She wrapped her arms around her survivor's small waist and began dragging her to one side, the thrusting German following her pussy as Darcy laid them both on their sides on the ground. "Somebody fuck me!' she ordered and was quickly rewarded when another worker quickly filled her tight, wet pussy.

"Hey! I was eating that!' Jane whined as a thick cock filled the hole she had been eagerly lapping at.

"All... fairs when... when you... you share," Darcy panted as the thick cock burrowed hard and deep into her greedy cunt.

Jane glared at the hard prick for a moment before simply shrugging her shoulders and licking at Darcy's erect clit.

The worker's held the American women's legs up, giving them plenty of room to shove themselves as deep as they could into their hot, wet cunts and also giving the small crowd of men watching an unobstructed view. The women were now constantly moaning and gasping in pleasure as they publicly fucked one another, their juices sliding down their thighs and soaking into the ground. The women's voices rose as they began nearing their orgasms, their naked bodies writhing beneath their tongues and the work men's thrusting pricks.

Darcy was the first to cum, her juices gushing out and covering Jane's face as she began thrashing wildly on the ground, her screams muffled by her supervisor's wet cunt.

As Darcy came crown from her orgasm, Jane came, twitching with pleasure as she tried not to suffocate between her assistant's thick thighs.

Both women rolled onto their backs and giggled as they looked up at the crowd of men surrounding them, fisting their cocks. The two men fucking them keeled down next to their faces as their cocks exploded, showering them with their cum. The small crowd came a second later, covering Jane and Darcy with their thick loads, most of it aimed at Darcy's heaving chest.

When the rain of cum subsided, Darcy giggled wickedly before rolling over onto Jane, smearing their cum sticky bodies together. "Guess we'll be needing a shower, huh, boss?"

Jane just smiled up at Darcy before kissing her deeply while laughing.

* * *

Tony Stark, the inventor of the Iron Man armor, flew into the access port of what was going to be the first all green energy office building. Not just a office building but engineering as well. And general science. Possibly Astro Physics. And a Starbucks in the lobby. Not to mention his penthouses apartment.

Tony landed his private lab and walked into the next room where his private office would be once the construction was finished. His armor scanned the entire room in an instant and he saw that Pepper was on the couch looking a bit disheveled as she talked on the phone in hushed whispers. His armor picked up what she was saying an instant before she hung up.

"What's that about an infection," Tony asked as he sent a command to his armor to check the computers in the building for a virus.

Pepper looked up from the couch and smiled. "Just a training exercise for the techs," she said sweetly, unfolding her long legs and strutting over to Tony. "Why don't you take that armor off, I've got something I want to show you."

"Just a sec, I thought you were talking about a computer virus so I have the suit running a diagnostic," Tony said as Pepper stood in front of him and cocked her hips enticingly. "Have I ever told you how well you wear those shorts? I don't think those fall under proper company attire," he said jokingly.

"Then maybe you should take them off of me," Pepper said with a wicked smirk as she pressed her overheated body against the cool metal of the Iron Man armor.

"Whoa there," Tony said as he held his hands up. "I don't think this is covered under company policy either."

"You run the company so I think that gives you a free pass," Pepper.whispered before kissing the metallic mouth piece and rubbing her small breasts against the bullet proof chest plate.

"Pepper, I'm really not sure this is the time or place," Tony said as Pepper began unbuttoned her shirt. "Jarvis, is this the time or place?" he worriedly asked his virtual butler. Jarvis used the suits scanners and quickly brought up Pepper's vitals on Tony 's view screen.

"Miss Pott's hormone levels seem wildly out of normal," the British voice of Jarvis said in Tony 's ear.

"I could have guessed that," Tony said as Pepper shrugged off her top and knelt down in front of him.

Pepper began licking around Tony 's codpiece as she toyed with her small breasts.

"Jarvis!" Tony pleaded, "A diagnose please!"

"I have none, sir," Jarvis replied. "I can see the hormones levels surging through her brain but I am at a loss as to what the cause is."

Pepper unbuttoned her shorts and stood up completely nude. She turned around and began grinding her pert ass against Tony 's codpiece like a stripper giving a lap dance to music only she could hear. She knew it was only a matter of time until he succumbed to her, after all he had well earned his reputation as a playboy and as far as science he was a genius but what was happening to her was primal. Powerful before science had even been thought of.

"Jarvis, a little help here," Tony said frantically as Pepper ran her naked body up and down the front of his suit.

"Attempting to contact Mr. Rhoads and Mr. Hogan now, sir, but their comm limes appear to be deactivated," Jarvis said. "Perhaps that was who Ms. Potts was speaking with earlier."

As Pepper licked the side of his helmet, Tony felt himself beginning to respond to the beautiful, naked woman hanging off of him. "Sorry to do this, Pepper," he said flatly as he raised his gauntlet up to her head.

Pepper grinned wickedly as she grabbed Tony 's steel clad wrist. "Oh, Iron fisting. How kinky," she said just before a small cloud of gas erupted into her face.

Tony caught Pepper's limp body and carried her over to the couch. Despite the seriousness of the situation he took a moment to admire her naked body before covering her with a tarp. "Jarvis, lock down the building," he said as he stood back up, "I don't want a single person getting in. Do we have a medical staff yet?"

"I'm afraid the medical staff isn't due to report until next week, sir."

"Well, we can't take her to a regular hospital. Do we know anybody that can handle "Uncontrolled Horniness" as a symptom of a disease?"

"Might I suggest..."

"No you can't."

"...S.H.I.E.L.D., sir," Jarvis finished.

Tony thought it over for a moment as he stared down at the sleeping Pepper. "Fine, but make's Nick Fury's private number. It'll be fun to watch the world's supreme super-spy wonder how I got his number."

* * *

With no answer from anyone inside of the Hellicarrier, Clint Barton had no choice but to sneak in. None of his security codes had worked and so he had no choice but to break into one of the most heavily fortified places on earth. Over all it had taken him fifteen minutes. Dropping silently down from a easily opened grate into a seldom used hallway he looked around and when he saw that he had entered without being detected he replaced the grate and slowly started to make his way to Fury's office.

He stopped at each intersection, listening first before slowly peering around the corners and then continuing on. It would take him longer to reach Fury's office then it had to break in but now that he had made it inside there would be no where to run to if he was spotted. Slow and stead may not win the race in real life but it would keep you alive.

Stopping in a small alcove, Clint reviewed the schematics of the Hellicarrier on his small tablet. The tablet was supposed to give him secure access to the server deep in the bowels of the S.H.I.E.L.D. craft but it appeared to be off-line which would explain the silence he received whenever he tried to contact Fury. He ran through his options quickly and decided on the most likely positive outcome: Assume everybody was compromised and that he was alone. The best bet was to back track and head back out to make contact with the World Security Council and notify them that the Hellicarrier was in enemy hands so he slipped his tablet back into his vest and set back out the way he had come in.

A long, leather wrapped leg suddenly appeared at the end of the hall as Maria Hill appeared. "Clint Barton," she said with an evil grin, "I've been waiting for you."

"I didn't realize we had an appointment," Clint said as he stood up straighter, his arms relaxed and his weight on the balls of his feet.

"Not a official appointment, no," Maria said as she slowly approached the secret agent code named Hawkeye. She released her master's influence into the dark hall and waited, blocking the hero's exit back outside. "This will be a more... private meeting."

Clint felt his mind start to cloud and acted instantly. Years of training and experience led his body forward, slamming his shoulder into Hill's chest and knocking her back. He hadn't felt a prick from a needle, hadn't smelled or saw any gas but by the feeling in the back of his neck and the swooning he felt in his step he knew that Maria had attacked him with something. One if her long legs swept out and he blocked it with his thigh as he grabbed her ankle and twisted it. She moved before her ankle could be over extended and landed on her back, wrapping her legs around his waist.

Squeezing her thighs around Hawkeye's waist, Maria pulled him towards her, off balance, yanking him on top of her body. She wrapped her arms around his neck and plunged her tongue into his mouth, a move he hadn't anticipated. She pressed her chest against his and rocked her hips up, rubbing herself against his crotch and immediately felt him begin to respond.

Clint's eyes went wide in shock at Maria molesting him in the middle of a fight. As he regained his senses he noticed his erection and the fact that he was rubbing himself between the deputy director's long legs. Lifting her up he spun around and slammed her against the wall, pressing himself more firmly against her and she responded by grunting into his mouth and humping herself.against him more forcefully. Spinning around again he slammed her harder against the opposite wall harder and felt her grip loosen, giving him the chance to push her off of him.

With Hill on the ground, dazed slightly, Clint looked down at the erection renting his black and purple uniform. "That must be a hell of a drug you gassed me with, Hill," he said with an off kilter smirk as he peered down at the beautiful, vulnerable, deputy director. He shook the cobwebs from his mind. "Back on mission, soldier," he told himself as he readjusted his pants and began sprinting down the hall. He was obviously compromised and he could have only moments before Hill raised the alarm so his only hope of getting help was a mad dash to the closest exit he could find. He made it thirty feet before the Black Widow seemed to appear from out of nowhere and shocked him to the floor with her tazer gauntlets.

"You always did prefer a direct assault, Clint," Natasha said as.she unzipped her tight fitting uniform. "Why take the time for a soft penetration when you can just shove your way inside," she chuckled as she stripped completely naked except for her boots and teasers. Her gauntlets carried a pretty decent voltage, enough to put a man twice Hawkeye's size down but she had kept it pretty low to give him some muscle control. Or rather, her some control over his muscles. Well, one muscle.

Unzipping his pants, Natasha quickly pulled out Clint's soft prick and began lightly pulling on it as.she knelt comfortably beside him. She bent over his lap and sucked his prick into her mouth, running her tongue along it as she sucked firmly on it.

Maria's eyes fluttered open to see Natasha trying to suck Clint's cock to life. "You'll never get him hard that way," she groaned as she got to her feet.

Natasha released Clint's prick from her mouth but continued tugging at his still soft base. "And who's the certified seductress here?" she asked sternly.

"S.H.I.E.L.D. doesn't give certificates for seduction," Maria said as she made her way to her agents.

"The Red Room does," Natasha said. It wasn't often that she mentioned her life before S.H.E.I.L.D. or her training in the notorious Red Room as an assassin.

"An based on how you used that tongue of yours on me, I believe it," Maria said as she stripped out of her uniform, "And as soon as we get a chance I'm going to want you to use it on me again but if Barton is here that means Fury is suspicious of what's happening here so we don't have the time right now."

"Tease," Natasha said playfully as she moved out of the way and let Maria lay down between Clint's spread legs. "What are you doing, anyway?"

"You were trained to seduce a conscious person in your time in the Red Room," Maria said as she got comfortable, her nipples pulling up hard on the cold floor as she laid down. She scooped Clint's heavy balls out of his pants and licked her lips. "I, however, learned how to get a rise out of an unconscious guy in college." Bending over Hawkeye's lap she sucked his soft cock into her mouth. She had plenty of room to spare with his now small size and slid her tongue out of her mouth, licking at his balls until they gleaned with her saliva.

Natasha watched, stunned at Maria's oral skill as the woman, already having Clint's cock in her mouth, sucked in one ball and then the other. "What the fuck college did you go to?"

"Murmoph Murmoph," Maria gurgled with a grin.

Natasha laughed before looking around for something to do. With Maria covering Hawkeye's down-below that left her with only his up-above. Waddling in her knees she straddled his face, her thick ass pointed back at Maria as she lowered herself down onto her best friend's mouth. Contrary to what most people thought, she and Clint had never been a thing. He had rescued her from a life of lies and deceit, a life of never knowing who to trust, a life probably ending with a gunshot to the back of the head. She had tried to seduce him once, as a way of rewarding him for saving her and bringing her into.S.H.I.E.L.D. but he had refused saying she had already had a life of being screwed and he wasn't going to add to that list. They had been best friends since that one, awkward night and she was even Godmother to his youngest child and friends with his now wife. But all of that was meaningless now, all that mattered to her was feeling his tongue in her wet pussy.

Maria moaned in pleasure as she felt Clint's soft cock beginning to harden in her mouth. It was one of her favorite things to take a man's entire shaft and balls into her mouth, to enjoy all the different textures of him as he hardened and it made her pussy practically gush. She ran her tongue along his ball sack, rubbing his hard orbs against her cheek and the roof of her mouth, her tongue wrestling with his hardening prick as he filled her beyond capacity. First one of his balls popped wetly out of her mouth and then the other and she wrapped her lips tightly around his base. His cock slowly lengthened, sliding over her tongue and working it's way to the top of her throat. Finally the tip of his cock grew large enough to block her air and she smiled around the shaft. It was always nice to start a blow-job with a bit of deep throating.

Natasha held her helpless friend's head callously up by his hair as she humped his face. He was completely unconscious, unable to participate or fight, but she rode him whether he was a willing partner or not. Her wet, slick pussy smeared her juices across his chin up to his nose as she rode him, grunting in pleasure while he laid passively beneath her. She moaned and grunted in pleasure as she used him to stimulate her clit, fucking his face as she of her hands up and began playing with one of her large, firm tits.

Maria bobbed up and down on Clint's cock for a.few moments to make sure he was as hard as je could be before releasing him from her talented mouth. Turn around," she told Natasha as she held Hawkeye by the base of his cock and straddled his hips. She stared at Natasha's thick ass as she turned around and then placed the tip of Clint's cock at the entrance to her pussy. She sank down slowly as she bent forward and kissed Natasha, one hand holding Hawkeye's cock and her other hand playing with Natasha's chest.

Natasha broke the kiss to look at Clint's cock stretching Maria's cunt wide. "You cum before he does and I get to finish him off," she said with a wicked grin as Maria started to ride the unconscious agent.

"Deal," Maria answered before bending down and sucking one of Natasha's hard nipples into her mouth. She'd get Clint's unconscious body all to herself if Natasha was to tired to fuck him and the best way to make that happen was to make the sexy red head cum first. She braced herself with one hand on Hawkeye's lower abdomen as she rode him and slid her other hand down to the burning juncture of Natasha's thighs and began strumming her clit.

"Oh you fucking cheating butch," Natasha gasped out with a grin. Maria mumbled around her face full of tit which made Natasha giggle as she reached between Maria's legs and began sliding two fingers along either side of the dark haired woman's clit.

"Ahhh fuuuuck,"Maria groaned as Natasha snickered, both her woman unconcerned with using their unconscious friend and fellow agent for their own pleasures. Maria riding Clint's hard prick combined with Natasha's work on her clit set her off first, her slender body trembling as her orgasm took her over but she wasn't about to let Natasha win. Leaning forward she sucked as much of Natasha's tit into her mouth that she could, licking and biting her nipple as she pinched the red haired woman's clit.

"You cheating bitch!" Natasha screamed out as she came, her juices gushing out and coating Clint's slumbering face. Both woman collapsed into each other's arms as they rode out their orgasms, giggling to each other. "I still win," Natasha whispered with a grin before kissing her competitor.

* * *

Jemma Simmons was a genius. She had flown through high school and been immediately poached from college by S.H.I.E.L.D. With a cute face, slender body, and mousy brown hair she had never been one of the popular girls in school until she got to the S.H.I.E.L.D. academy. She took her studies seriously but since she had finally found a peer group she had begun socializing and even dating boys. And once a girl but she considered that more of an experiment really. Even though she had begun dating boys in the academy her studies always come first and she took them very seriously. Just like Dr. Selvig's cock in her mouth.

Jemma was topless on her knees, her small breasts swaying softly while she intently sucked the older man's prick as she bobbed her head back and forth. She had been ordered to follow all of the doctor's orders and assist him in any way he need so she had reported to the lab and spent a half hour being brought up to speed on the project. And then, at the end of the tour, when the doctor had politely asked for a blow-job before they started their work, she had eagerly complied.

The junior agent braced herself against Selvig's hips as she continued bobbing her head back and forth, licking along the length of his shaft as it slid wetly in and out of her mouth. He held the sides of her head but she did all of the work, letting the tip pop out of her mouth occasionally to circle it with her tongue before drawing it back in. She let the hard prick slide out of her mouth again and nuzzled her face against it, rubbing along the length before ducking slightly below and tonguing the older man's dangling balls. When his sack gleamed with her saliva she licked up the bottom, letting it rub against her nose and sliding her tongue along the big vein until she had reached the tip again. Circling the velvety soft cock-head with her moist tongue, she sucked it back into her mouth and began bobbing back and forth again.

Ward stood glaring into the Tesseract room and sighed in frustration. "Have the energy readings changed at all, Selvig?"

Selvig leaned against her computer desk letting the junior science tech do all the work she wanted on his cock. Her technique was nothing short of spectacular and as far as he was concerned.she was born to suck dick. He couldn't wait to see what she could do with a electron microscope. "Wha? Oh, no, no. There have been no changes to any of the readings. As far as we can tell, the cube is the one to decide when it wants to work or not."

"Won orget obo wah wamma ways," Jemma mumbled.around the cock in her mouth. She let it slide out of her mouth, a small string of drool escaping from the corner of her mouth as she sat up straighter on her knees and let Dr. Selvig's prick rest between her small breasts. She pressed her firm tits around the sides of the doctor's dick and began sliding them up and down the shaft. "Sorry, had something in my mouth," she said before circling the tip of Selvig's cock with her tongue. "I was just saying the Gamma emissions seem to be pulsing on a separate frequency than the other emissions."

Ward looked at the young girl for a moment as she slid the doctor's cock back into her mouth and began pinching her pink nipples. Looking to Selvig he cocked an eyebrow as he waited for an explanation.

Selvig barely heard what Simmons had said, he just couldn't get over how well she was sucking his dick, it was easily the best blow-job he had ever gotten.

"Doctor?" Ward said, raising his voice.

"Gamma, Gamma. Right," Selvig blurted out as he began rocking his hips and thrusting his prick between Simmons tightly stretched lips, over her warm tongue and into her wet, sucking mouth. "I, ah... I once worked with a doctor doing experiments using Gamma rays, Doctor Bruce Banner. I gave Jane my notes before she left because she was working on a theory about the Tesseract and a worm hole we found in New Mexico."

Ward's eyes flashed with orange fire as he activated his link to the deputy director. "Maria, report please."

"I'm taking some of your followers to Fury's office. He appears to be aware of what is happening and has called in reinforcements," Maria said as she walked naked down the hall followed by an equally naked Black Widow and a half a dozen similarly naked agents.

Ward tried to hold in his frustration at the human constantly trying to stop him from rejoining his masters. "Maximum infection, he is too clever by far to risk less. Fuck him raw. I will be taking a Quinjet to Germany to pick up more of my followers."

"Yes, Master," Maria thought back before Ward closed down the link and looked over at Selvig who was now taking his time fucking his assistant's cute face. "You will never get any work done this way, Doctor," he said as he walked towards the.exit. "Jemma, finish him so that you can both get back to work," he ordered just as the door closed behind him.

Jemma looked up sweetly from around Selvig's cock, she was always so eager to please. Bracing her hands on the older man's hips she shoved her face forward, easily deep-throating his prick which made him gasp in pleasure as she hummed around his shaft. She pulled back a little, her drool sliding down and covering his balls as she grasped the base of him and began fondling his sack. She bobbed her head back and forth as she jerked on his cock, her lips meeting her fist as she enthusiastically blew him and massaged his balls. She heard him groan in pleasure and knew he was about to cum so she aimed his throbbing cock head at her chest and fisted him. Her hand was a blur as he came and she pumped his load, covering her tits.

Looking up with a bright smile of pride on her face and drool on her chin, Jemma licked the last of Dr. Selvig's cum from the tip of his prick before putting his spent cock back into his pants and zipping it up because as a scientist she believed in putting her work area back the way she found it. "Now about those Gamma readings..."

* * *

Fury looked at the video screen showing him the waiting area outside his door filled with naked S.H.I.E.L.D. agents staring up at the camera. Except for two, Natasha Romanoff and Maria Hill both of whom were languidly trying to override the security codes for his door. He didn't even bother to try to bolster the doctor's security encryption. If it had been either one of them he might have had a chance of keeping them out but his top spy working with his second in command would have no trouble with whatever he came up with. Which left him with one choice.

The Hellicarrier was the single most advanced piece of equipment on the plant, filled with billions of dollars worth Equipment including the latest in computers. Computers which were capable of being hacked which is why communication was heavily modified to include a kill switch that basically turned the hull into a Faraday cage capable of disrupting any and all communication in or out of the ship. And somebody other than him had turned that cage.on. Nick Fury, leader of S.H.I.E.L.D. was alone and about to get fucked into obedience to something he couldn't possibly defend himself from. Luckily he was clever which is why he was chosen to lead S.H.I.E.L.D.

With only moments left before Natasha and Maria broke through the door, Nick pulled out his cell phone.and began writing the most important text of his life as he threw open the port hole window. His door opened and Natasha and Maria walked slowly inside, naked except for their boots and weapons,

Maria held her hand out and looked seriously at Nick as he stood confidently at his open window. "I'll take your pants, Nick," she said as the room began to fill with naked agents, their eyes filled with lust and every one of them staring at him. The men all had raging erections and the women's breasts were tipped with hard, pointed nipples.

"And I'll take your gun," Natasha said as she stood next to Maria, her opposite hand held out so that they looked like odd mirror images of each other, the other agents spread out behind them, ready to lunge, their eyes locked on him and not blinking.

"Wrong pieces of equipment, ladies," Nick said as he hit Send on his phone and tossed it out the window and outside the Faraday cage. An instant later he fell beneath the weight of a half a dozen naked bodies.

* * *

Captain America woke up with a start, shouting out into the dimly lit gym. He looked around in panic, sure that there was an enemy close by but he was alone and supporting the largest, hardest erection in his life. He shot to his feet and grabbed his backpack that held his unbreakable shield and grabbed his It was probably the most remarkable device he had seen since waking up from his icy slumber, and like any good soldier handed a new piece of equipment, he had spent a day breaking it apart and putting it back together again to study it.

On the screen, Steve saw a text message from Nick Fury and it seemed to put everything into place for him. He didn't know how but it seemed obvious that he had been attacked. Some unseen enemy had but him to sleep to try and pry any information he had about the Red Skull's cube from out of his brain. They had somehow used his memories of Peggy and the war to worm their way into his mind and take what they needed. Why it had left him sporting an aching hard-on he had no idea.

Steve opened the text from Fury and had to read it a couple if time a to understand it. Fury had obviously written it in a hurry and had used whatever short-hand he could to get it sent out in time. The Hellicarrier was lost, a unknown enemy had taken it. Fury couldn't contact anyone on the World Security Council but had somehow managed to get the text out. The personal were compromised and were coming for Nick.

Steve used his phone to try to contact Fury but of course couldn't which didn't surprise him. He tried to contact the Hellicarrier itself but there was only a voice mail which meant no one was manning the phones. He hadn't had any contact with any personal outside of S.H.I.E.L.D. yet so he had no idea who else to contact, his chain of command was about seventy years out of date. Dressing himself as well as he could to try and hide his erection, including a fanny pack, he slung his pack over his shoulder and headed outside to hail

The instant he raised his hand he felt a tap on he is shoulder. He swung his pack down over his arm to face a young, dark skinned woman with black hair spilling onto her shoulders. "Excuse me, Captain, can I have a word?"

"Sorry, Miss, I'm in kind of a hurry," Steve said as he spun around to face the street and then turned his head back to the young woman. "What did you call me?"

The beautiful, nervous young woman smiled up at Captain America. "I called you 'Captain'. You're Captain America, right? My name's Skye and I'm a Hack-tivist."

"I don't know what that is, Miss. Now if you'll excuse me I've got kind if an emergency," Steve said as a cab pulled up. He got in as quickly as he could but it wasn't quick enough as the girl, Skye, ran around and got in the opposite door. "You're going to have to leave," he told her sternly.

"You're the one who's in a hurry," Skye said with a smirk, "You can take the time to talk me out, take the time to forcibly remove me, or answer my questions on the way and then I swear to leave you alone."

Steve thought it over for a moment. He had no idea what was going on in the Hellicarrier but it was happening inside, not out on the dock. As long as she left with the cab she'd be fine. Turning to the cabbie he said, "New York Military Dock," before turning to Skye to say, "Ask quick."

Skye smiled sweetly and pointed down at Captain America's lap and his throbbing erection. "That doesn't look like a shield to me."

* * *

Rhodie stopped for a brief moment after exiting the elevator when he saw Tony if full Iron Man mode leaning over Pepper laying down on the couch beneath a cloth tarp. "What's going on?"

"What's up, boss?" Happy Hogan asked after exiting the elevator behind Rhodie. As Tiny Stark's personal body guard, security for Stark Tower was under his supervision but he had no idea what to make of this.

Tony looked up at his best friend Rhodie, his face mask now up. "Short version is Pepper is infected with something that makes her act like a drunken sorority girl. Long version is the same but I don't know what to do about it.

"Medical won't be ready for a while yet," Happy said as the beefy man made his way over to Pepper on the couch. "Have you tried S.H.I.E.L.D. yet?"

"For a secret organization, S.H.I.E.L,D. seems pretty well know," Rhodie said in a condescending tone to Tony as he bent down and began taking Pepper's pulse.

"Well I certainly didn't say anything," Tony said defensively. "Did I employee that I can fire," he asked Happy.

"No, sir," Happy agreed as he held his hands up. "Did I say S.H.I.E.L,D.? I meant the hospital. Did you contact the hospital?"

Tony looked worriedly down at Pepper before answering. "If Jarvis couldn't figure out what was wrong with her, the hospital won't be able to. I've sedated her and she should be fine. Rhodie, I called and the War Machine suit is in it's way If you need it. Happy, keep the Tower locked down, I think Pepper may have disabled communication within S.H,I.E.L.D. using my contacts right as I got here."

"Will do," Rhodie said as.he stood up. "One question 'tho. Why's she naked?"

Happy looked at Tony accusingly.

"Whoa, whoa. Illness that makes her act like a drunken sorority girl, remember?" Tony said defensively. "I assure you I was a perfect gentleman when I gassed her," he said before turning to Rhodie. "I may be out of contact when I reach the Hellicarrier that I know nothing about so you two will be on your own. Just take care of her," he said as his face-plate closed.

A window opened automatically and Iron Man jumped out, his boot jets and hand stabilizers turning on and carrying him swiftly away.

As the window closed Happy looked to Rhodie for what to do. Security was one thing, unconscious friends were another.

"Why are you looking at me," Rhodie said with his hands up, "I just blow stuff up. I don't know nothing about doctoring people?"

"Don't they teach you field medicine in the Air Force?" Happy asked.

"Yeah, if you're a field medic," Rhodie said looking down at Pepper.

"So what do we do first then," Happy asked.

"Man, I don't know," Rhodie said. "Make her comfortable?"

Happy looked down at the slumbering Pepper. "You said she was naked?"

Rhodie shrugged his shoulders. "Looked like it to me."

"Should we get her dressed?" Happy asked having trouble turning away from his sleeping friend. "You did say we should make her more comfortable."

Rhodie looked down at Pepper covered only with a thin tarp. "I suppose that would be something we should consider doing," he said as he got down on his knees next to Pepper.

Happy joined Rhodie on the floor, next to Pepper's head.

Neither man had felt the strange, alien urge for sex starting to over come them. All they had cared about was their friend but as they spent more time with her their concern began to change. Their concern to keep her safe from any further harm was met by the building being locked down. The concern for her immediate safety was met by them being there with her. Alone. And now they just had to meet the concern for her comfort.

Rhodie reached up an grasped the top of the tarp covering Pepper and began pulling it down. First her bare shoulder was exposed and then her slender chest followed by.her small, firm breasts. Her flat stomach came into view and then her waist, her hips, and then her tight looking little pussy. He pulled the material down her long legs until the sheet was off all the way, leaving Pepper perfectly naked.

Both men stared at the sleeping, naked, vulnerable woman, memorizing the lines of her body. Then Happy sat up straighter and pulled his erect cock out of his pants. "What the hell are you doing?" Rhodie asked. He should have been angry with the fact that Happy was about to take sexual advantage of a woman but as they both became victims to the strange pheromones emanating from Pepper's nude body everything just felt slightly surreal.

"What?" Happy asked as if this was the most normal thing in the world, "I'm going to take her temperature."

"With your cock?" Rhodie asked in disbelief.

"The Medical bay won't be open for a while so we don't have any thermometers," Happy explained, "What else am I supposed to do?"

"In her mouth?" Rhodie asked as he sat up straighter and began unbuttoning his pants, "You'll never get an accurate temperature that way. It has to be anally. Everybody knows that."

"You have your way and I have mine," Happy said with a shrug as he slid the tip of his prick along Pepper's lips.

As Happy slid his prick slowly past Pepper's lips, she automatically began licking the smooth, velvet tip as it delved deeper into her lightly sucking mouth. She moaned around the cock-shaft as Rhodie began using his fingers on her tight pussy, making her wetter and wetter. While Happy's heavy balls rested in her chin she swallowed around his tip, her throat clutching him tightly as Rhodie's fingers began sliding in and out of her hot cunt.

Happy held Pepper's head steady as he slowly fucked her mouth, amazed that even unconscious she knew what to do with a prick in her mouth. His hips rocked back and forth and as he reached under her to squeeze one of her small tits, his hand accidentally touching Rhodie's. The two men looked at each other for a second, not sure as to what to do before quickly yanking their hands away from her chest and concentrating on their respective areas of slumbering, vulnerable Pepper Potts.

As Happy took his time fucking Pepper's sleeping face, Rhodie's used his fingers to draw out her slick juices and smear them on her tiny, puckered, little asshole. He slowly slid one finger into her tight hole before doing the same with a second, stretching her out slightly and causing her to groan out in pleasure.

Holding Pepper's head steady so he didn't miss a stroke, Happy watched as Rhodie rolled her over on her stomach and placed a pillow under her hips to raise her tight little ass up. When Rhodie began positioning his cock, Happy quickly looked away, down at his own cock slowly disappearing inside of Pepper's mouth.

Rhodie held the soft tip of his prick against the opening of Pepper's ass, lubricating his head with her juices until he pushed forward. His sensitive cock-head popped through the tight ring of muscle and he heard her groan around Happy's cock as she began softly rolling her hips around in her sleep. He began pushing forward slowly, Pepper's tight ass parting before him, taking in everything he had to give her until he was buried completely inside of her, his balls resting on her sticky pussy-lips.

Happy and Rhodie accidentally locked eyes on each other again before quickly looking away, both going back to their own respective areas of the naked woman they were violating. Rhodie pulled back a little as Happy pushed in before reversing with Happy pulling out as Rhodie pushed in. They went slowly, softly, oddly worried about disturbing her sleep as they fucked her ass and mouth.

Pepper moaned around the cock in her mouth as she pushed back her ass slightly in her sleep, her body enjoying what was happening even though her mind was unconcerned to what was happening to her. Rhodie kept a firm grip on her slender thighs as he rocked back and forth inside of her, Happy keeping her head still as he fucked her face. Their moans joined together as Pepper's orgasm began, her tight, up-thrust rear-end clamping down and squeezing Rhodie's thick cock as she sucked on Happy's prick.

Pepper's orgasm triggered the two men, Happy pulling out and cumming on her face while Rhodie buried himself deep in her ass, filling her with his tight seed. Both men panted and grinned wildly as Happy looked over at Rhodie and asked, "How was her temperature on your end?"

"Felt just fine to me," Rhodie said with a chuckle.

* * *

As Ward landed the Quinjet he saw nearly a dozen naked, horny German workers milling about the excavation site. When he exited the Quinjet he was met by Jane who was just finishing getting dressed and a completely naked Darcy who had her clothes balled up underneath her arm. She grinned at him unabashedly as Jane began to stutter.

"Sorry, sorry. Sorry, Master. We started getting ready and then one thing led to another," Jane said apologetically.

"Yeah, there were 'things' leading all over the place," Darcy chimed in, never losing her smirk, "Had to take care of 'em before we could get ready."

Ward looked over the naked human as she stood unashamedly naked in front of him, not the least concerned that she had technically disobeyed him by not being ready to leave. On his trip across the water he had used his link to his followers to tell the two women to be ready for him and although Jane was ready to go, Darcy was oddly defiant.

Jane saw the cold look the master was giving Darcy and stepped in between them. She the master and began pleading with him. "I'm soooo sorry, Master. She's like this with everyone. She figured that dressed or not, she was ready to go."

Ward looked past Jane at Darcy who was still smirking and just shrugged at him. He turned around and entered the Quinjet. "Join me and put your clothes on, when I want you naked I will tell you," he ordered as Jane followed him obediently.

"Sure thing, boss," Darcy said as she boarded the craft, her tits and ass jiggling with every step.

Ward was a primeval being, not remotely human despite the body he inhabited. When the universe was still expanding after the Big Bang he had been one of a collective of the first beings born into the chaos of the expanding cosmos. But after five minutes of being around Darcy's wildly jiggling breasts he still became distracted on a base, human level. He used his powers to inform Jane on how to pilot the craft and then excused himself to the back.

Darcy still hadn't dressed as ordered by her master, she had simply sat down and strapped herself into one of the jump seats. The buckles and straps criss-crossed her chest, emphasizing her large, firm tits even more as she continued smirking at Ward. As he loomed over her now she continued smirking up at him

"Undo the straps," Ward ordered as he began unzipping his uniform.

The smirk never left Darcy's face as she complied while her master pulled out his hard cock.

"You know what to do," he ordered as Darcy gripped the base of his.cock and jerked on it a few times. He knew that he had just lost a small battle of wills with the human, she had wanted to see if her body would do to him what it undoubtedly did to other humans and he had given in. He may have to kill her later for her impudence but he was going to make sure he fucked her tits at least once before that happened.

Darcy released the master's cock.and raised her massive mammories up, wrapping them around his throbbing dick. She began lifting them up and down, fucking him with her tits, enjoying the power they gave her over, it seemed, all men. Her nipples were rock hard and sizzling with need as her pussy flushed in pleasure at having seduced the master but she knew better than to push her luck any farther. Her long tongue circled the head of his cock every time it popped up from her creamy cleavage and her mouth watered at the taste of his pre-cum.

Ward refused to buck his hips, letting the voluptuous human do all the work in pleasuring him. He rifled through her mind to find out how many times she had performed this act and was actually shocked at the number. No wonder it felt so good, she'd had plenty of practice. He had enjoyed the sex he had been having on his rise to power if only because of the body he was wearing but this, now, fucking this girl's impressive tits, this was for pure pleasure.

Sweat was breaking out over Darcy's forehead and a blush was creeping across the top of her chest as she serviced her master. His throbbing cock between her breasts felt almost as good as regular sex and her hot, churning pussy was dripping with the need to release.

"Faster," Ward ordered, "Harder." He could already feel the need to release as he stared down at Darcy servicing him, her warm, silky tits sliding up and down his shaft. Such magnificent breasts would have to be saved when the Ancient Ones returned. On the verge of orgasm he grabbed onto the human's wobbling orbs, thrusting himself into the warm valley.of her cleavage before suddenly releasing them. With no notice he thrust himself into her mouth, over her tongue and into the back of her throat, his boiling balls resting on her pointed chin.

With a grunt Ward came, draining his balls straight into Darcy's tightly clutching throat until he was soft and satisfied. He pulled his cock out of her mouth and slapped it wetly on her forehead as she looked up eagerly at him. He grinned down at her with a knowing smirk. She wanted him to fuck her, to give her the release she craved but, unfortunately for her, his decision not to kill her made it necessary for her to be punished. "No," he said matter of factly and smiled as she pouted up at him. He called mentally for Kane and she immediately appeared at his side. He grabbed Darcy's wrists and held her arms behind her back. "Tie her," he ordered Jane and she immediately complied.

Jane looked from Darcy to their master and back again, afraid of what he would ask her to do next. "Is... Is there anything else, Master?" she asked worriedly.

"Yes," Ward hissed as his dick began to harden on it's own, "Remove your pants."

"Oh no, that's not fair," Darcy pleaded with wide, jealous eyes, "I was just joking..."

"On your knees," Ward ordered Jane. "And here's my response to your joke," Ward said to Darcy as he knelt down behind Jane's tight, up-thrust ass.

"Oh come on," Darcy squealed as she fought against the straps holding her, her naked, needy body jiggling. "Fuck me, Master, please. I'll never do it again," she pouted.

Ward smirked as he held the tip of his prick at the entrance to Jane's tight ass. He pushed in slowly until his soft cock-head slipped past the tight ring of muscle. "Jane, please tell Darcy exactly what you are feeling," he ordered with a grin.

As her master pushed his cock into her tightest hole, Jane gasped out in pleasure. "Oh God, Darcy! It feels soooo good. He's so good it doesn't even hurt, it just feels so, damn, good," she groaned out.

Darcy's wide eyes were locked on the sight of the master's cock sliding slowly into Jane's ass. "This is so not fair," she mumbled as she rubbed her thick thighs together, desperate for friction,

Jane threw her head back and arched her back as she pushed her rear-end against the master's hips. "My God it feels good, not like anything I've ever felt before," she gasped out. Her gasps turned to moans as the master filled her completely, his balls.resting on her sticky pussy-lips. "I thought it would hurt but it doesn't, Darcy. It just feels better than anything I've ever felt before!"

"Oh, come on!" Darcy gasped in pitifully as the master pulled out slowly and pushed back into Jane's tight ass, fucking her deeply.

Groaning in lust and pleasure, Jane couldn't talk as she pushed her ass back against the master's thick, hard cock. She rocked her hips from side to side and up and down, stretching herself out on his shaft as she worked herself back and forth. A small stream of drool escaped from her mouth as she fucked herself with the master's prick, worshiping him with her tight rear-end.

Ward's eyes stayed locked on Darcy, taunting her with the pleasure he was giving Jane but denying her. "Will you deny me again?" he asked the struggling college student.

Darcy struggled for a moment before collapsing in her seat. "No, Master," she said in shame.

"Will you deny my orders again?" Ward asked as he buried his entire length inside of Jane's clutching ass.

"No, Master."

Ward reached beneath Jane to the slick juncture of her thighs. He slid two fingers into her slick cunt and strummed his thumb against her clit bringing her to orgasm. As her tight hole clamped.down in him even more tightly he came, filling her up-thrust ass with his hot cum. "Good," he told Darcy as he and Jane enjoyed their orgasms.

Jane mewled in pleasure as she relaxed and slumped forward, Ward's cock popping out of her ass. He cleaned himself on Darcy's tits, refusing to let her clean him herself as he smiled smugly down at her. "I will release you when we reach our destination and know this, I will allow no more of this behavior from you," he said as he zipped himself up.

"Yes, Master," Darcy said meekly as her master returned to the flight cabin and Jane smiled dumbly on the floor.

It was another half an hour before Ward allowed Jane to release Darcy as he turned on the cloaking device. The Quinjet landed unnoticed on the football field of a New York University, the on-board computers indicating that his quarry was close. "Is all super human activity located in New York?" he asked Jane as Darcy got dressed.

"Seems like it," Jane said as she looked down at a hand held scanning device. The back of the jet opened and they all followed her out into the field as she pointed off at the main campus. "The scanner says the source of the Gamma rays is about two hundred yards in that direction."

Darcy looked around, her usual smirk already returned. "Hey, I think I got rejected from here."

Ward looked around at all the energy flowing through and around the campus. Such a cornucopia of unbridled sexual energies. "Jane, give Darcy the scanner," he ordered, "Darcy, follow the directions of the scanner, find the source of the rays and report back. No side trips."

"You're the boss, Master," she said with a mock salute before setting off.

Ward looked from Darcy as she left to Jane and back again. "And you say she's always like this."

Jane simply shrugged her shoulders and nodded. "'Fraid so, Master."

Circling the campus twice and stopping at a snack machine, Darcy finally found the source of the Gamma rays. She didn't really believe what she was being shown and after smacking the device twice in her palm for good measure she set out to introduce herself to the source the scanner had pinpointed.

Darcy boldly approached the slender built woman reading a thick book beneath the shade of a large oak. "Hi, I'm Darcy," she said as she held out her hand.

The dark haired woman stared up at the strange young woman introducing herself. "Hi," she said suspiciously as she took the offered hand.

Darcy shook the woman's hand and looked around the lush campus. "So, you go here?" she asked as if she didn't have a care in the world about interrupting a stranger.

The slightly older woman cocked an eyebrow at the strange girl. "Research, actually." she said still with a note of suspicion.

"Ha! My boss does that," Darcy said, "Jane Foster. You know her?"

Intrigued the woman put down her book. "I think so. She usually works with a Dr. Selvig, right?"

"That's them," Darcy agreed. "Hey, I didn't get your name."

"Betty. Betty Ross."

To be continued...


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