Phoenix and X-Men property of Marvel Comics.

Dark Phoenix Chapter 4: Transformation (Ff,inc)
by PJ

Jean Grey, the Black Queen, entered the study where the Inner Circle gloated over the shackled X-Men. Sebastian Shaw was telling Nightcrawler how he planned to use the X-Men as guinea pigs in experiments to find the gene that created super-powered beings. Jean moved to stand next to Jason Wyngarde, then looked to watch Scott Summers as he leaned heavily against the wall, a ruby quartz sphere covering his head and holding his powerful optic blasts in check. Glancing quickly at Jason, the Black Queen sent a tendril of power across the room and unlocked Cyclop's helmet. The mutant leader fired his optic blasts and sent the helmet flying into the head of one of the Inner Circle. As the evil men turned to regard their fallen comrade, Cyclops fired another blast at Sebastian Shaw, sending him crashing through the study door and into the party chamber. The Black Queen released Wolverine with her telekinetic powers as Cyclops Freed the rest of the X-Men. As Wolverine charged the fat Harry Leland and Impaled the man with his claws, Jean smiled wolfishly and teleported out of the room.

Jason Wyngarde stumbled down a empty hallway as he tried to escape the Hellfire Club. He descended a staircase, and began to make his way to the basement exit just as the lights went out. The handsome man used his powers of illusion to blend in with the wall, and cautiously advanced down the passage. Jean Grey stood within the shadows and smiled coldly as she watched the foolish man try to escape her. The Power Cosmic flowed from her leather-encased body in hazy waves as she quietly followed her prey till he reached an intersection in the hallway.

"Going somewhere, Jason?" whispered Jean into the man's mind as he whirled around to face her.

"Stay away from me!" shouted Mastermind as he slowly backed away from her. "I command you to stay back!"

"You? Command me? The Black Queen, wielder of the Power Cosmic? I think you overestimate your own importance, little man," replied Jean as she gathered raw power in her right hand and launched a flaming bird claw at the cowering mutant. Mastermind screamed as the plasma-flamed construct burned his flesh and smashed him into the far wall of the hallway. Jean Grey held the man with her power as she advanced up to him and smiled murderously into his wide eyes.

"You have no idea of the powers you've let loose upon the universe," said Phoenix in a resonant voice as she squeezed the life out of her one time love.

"Please, don't kill me," whimpered Mastermind as he stared at the Dark
Angel with terror.

"Oh, I won't kill you," hissed Jean as she leaned close to Mastermind's face. "I'm going to give you what you want. You sought power with me as your puppet. Very well, I shall give you power."

Mastermind shrunk away from Jean's touch as she placed her slim right hand on his wrinkled brow and sent the Power Cosmic surging into his frail body. The old man screamed in agony as the power of creation boiled in every cell of his being, shredding his soul apart like it was toilet paper. The helpless man screamed for a long time, and Jean Grey smiled with pleasure as she enjoyed the sweet sound.

* * *

The X-Men gathered together after routing the Inner Circle, then they ran out of the Hellfire Club into a nearby park. As Cyclops summoned their hover-jet, Phoenix touched her throbbing forehead with her hand and tried to quell the bloodlust that surged through her mind. Darkness and sweet, seductive anger coiled in her breast, and Phoenix felt her powers surge out of control. Cyclops helped her into the waiting jet, then took the pilot's chair and launched the ship high into the clear New York sky. Phoenix's vision became hazy and red, and before she could stop it, her power blossomed and destroyed the hover-jet in a rolling fireball. Phoenix hovered in the air as she watched her friends plunge into the glade below. She felt an overwhelming urge to pursue the X-Men and crush them like bugs, but she concentrated on flying away from the descending wreckage as fast as she could. The huge metropolis disappeared quickly behind the beautiful young woman as she flew like a comet across the U.S. and down to the home of her childhood.

Phoenix looked at herself as she touched down on the ground, and saw that her Black Queen garb had disappeared. She now wore the skintight bodysuit of her Phoenix costume, but now it was black and gold, not green/gold as before. Her long, silky red/gold hair flowed down her back in shining waves, and Phoenix sighed as she accepted yet another change in persona. The shapely girl opened the locked door of her home with ease, and walked quietly inside the living room. The angry goddess looked down at a portrait of her mother, father, and two sisters that sat on an end table, and smiled wistfully at happier memories. The anger washed over her mind, however, making the girl turn away from the picture and climb the stairs like a hunting panther. With her enhanced hearing, Phoenix heard faint female moaning, which made her smile hungrily. Dark Phoenix swayed down the hall till she reached the source of the moaning, then slowly opened the door that led inside. She emerged into the bedroom of her younger sister, Angela, who was sixteen years old. The young girl lay on her bed with her legs wide apart as she rubbed her wet pussy with her fingers. Angela had large breasts for her age, and long blonde hair. The girl moaned faintly as she inserted a small finger into her cunt and probed inside her delicate womanhood. Phoenix walked over to Angela's bed and sat down at the edge, which made her sister open her eyes and regard the intruder with surprise.

"Jean? Is that you?" asked Angela in disbelief as she quickly removed her fingers from her crotch and pulled her nightdress down.

"It's me, little one," replied Phoenix as she lightly caressed her young sister's firm stomach.

"What are you doing here?" inquired the girl anxiously.

"I came to see you."

"Well.., I'm glad to see you. Are you o.k.?"

"Yes, little one. I'm fine," replied Phoenix with a smile as she softly caressed her sister's full breasts.

"Uh.., do you want me to wake up Mom and Dad?" asked Angela nervously as she backed away slowly from her older sister.

"No. I want you to lay back and let me help you get off," responded Phoenix as she ripped her sister's nightdress open and leaned down to suck eagerly on the young girl's breasts.

"Jean! No!" shouted Angela as her sister bit her nipples hard, then moved to suck deeply on the flesh of her left tit. Phoenix ignored her victim as she summoned a ball gag for Angela's screaming mouth, then cold metal handcuffs to bind the girl's hands behind her back. As the metal restraints clicked into place, Phoenix pulled off the shreds of the silk nightdress, leaving the bound girl completely naked. Angela moaned through the gag as her sister licked between her tits, then kissed the sweet flesh along her shoulders and neck.

Jean Grey licked her sister's naked skin down her stomach until she reached the girl's crotch. Forcing the bound girl's legs apart, Jean leaned down lick across her blonde snatch, tasting her young sister's pussy and relishing it. Angela moaned as Jean inserted her wet tongue into the girl's pussy, exploring her cunt slowly before thrusting in and out quickly. The bound girl's breasts jiggled as her body rocked back and forth to the thrust's of her sister's mouth, her cunt throbbing in excitement as the woman pierced her womanhood. Angela screamed as she experienced her first orgasm with another person, then she laid back limply on her bed. Jean rolled her handcuffed sister onto her stomach, then pulled the girl's ass up till it beckoned her. Phoenix grew a large, pulsing dildo in her mouth, then leaned down to insert it roughly into her sister's warm vagina. Angela screamed in pain as the cock plunged into her open love hole, but the rubber gag blocked most of her moaning. Jean thrust her face hard against the naked girl's pussy, forcing the erect, fleshy penis deeply into her sister. The bound girl moaned loudly as pain became sexual pleasure, and she began to push her hot crotch harder against the engorged rod. Jean grabbed her sister's shapely ass and squeezed it wantonly as she fucked the young girl's cunt fiercely. Angela orgasmed again, and Jean grew suckers on the cock to drink in the girl's sweet cum. The girl moaned with pleasure as the little mouths pulled on her pussy flesh and emptied her out. She lay panting on her stomach as Jean dissolved the gag in her mouth and laid down next to her on the bed.

"You can scream all you want, little sister. I've put everyone else in the house in a coma while we play," whispered Phoenix with an evil grin.

"Why are you doing this, Jean?" asked the bound girl desperately as she watched her older sister with horror.

"Because I enjoy fucking young girls like you who haven't been corrupted by men yet. Maybe you'll like this so much you'll became a lesbian," giggled Jean as she grabbed her naked sister by the hips and placed the struggling girl on the huge cock growing out of her open crotch.

"Jean! Please! Don't!" begged the girl as Jean pushed her on the pulsing rod and forced it deeply into her pussy. Angela screamed as the cock thrust into her hungry pussy and reached deeply into her womanhood. Jean enlarged the cock until the slimy meat filled the girl's vagina, then began pushing up into Angela. The naked girl moaned loudly as her round breasts flopped up and down with her sister's thrusts, and sweat glistened on her naked skin. Tentacles grew out of Phoenix's flesh to enfold the naked girl's full breasts and squeeze them tightly. Little suckers appeared and attached to Angela's nipples, drinking her flesh eagerly. The young girl moaned loudly until a thick, phallic-looking tentacle wrapped around her neck and went inside her open mouth, exploring deeply in her throat. The bound girl sucked hungrily on the cock within her lips as Jean's lust began to overwhelm her. She thrust her small crotch slutfully onto the large penis under her, and relished the feeling of the slimy tentacles that caressed her heaving breasts. Angela orgasmed a third time, moaning in pleasure as she rode her sister like a horny cowgirl. Jean smiled at her young sister's slutty behavior and pumped harder into the young girl, watching her suck eagerly on the tentacle in her mouth until it pulled out and shot purplish cum across her face and tits. Angela laughed as she licked the warm jism off of her chin and tits, then reached up with her mouth to suck wantonly on the cock dangling above her head. The naked girl took the tentacle deeply into her throat, then moved to suck lightly on the head of the penis before licking along the slimy shaft of the rod. Tentacles continued to squeeze her full breasts as a new limb caressed her shapely ass, then entered her tight anus. Angela gasped in surprise, then smiled before resuming her cock-sucking. Jean orgasmed strongly into her sister's hot pussy, then sat up to kiss Angela deeply on the mouth, probing her wet mouth lustfully. After the sisters kissed, they both took turns sucking on the throbbing cock hanging above them, with Angela sucking the tip while Jean licked along the shaft. The engorged limb eventually shot slimy jism over both of their naked bodies, and the two young women slowly licked the cum
off of each other hungrily.

Phoenix dismissed the roving tentacles, then unbound her naked, panting sister before standing up from the bed and restoring her skintight costume. The young woman raked a hand through her sweat-damp hair before leaning down to suck lightly on her little sister's sweet lips. Angela returned the favor, then sat back to regard her corrupt sibling.

"Where will you go?" asked the exhausted girl.

"I don't know. Far from Earth, probably," replied Dark Phoenix as she walked towards the door.

"Come visit me sometime," suggested Angela hopefully. "After a first-class fuck like that, you've ruined me with ordinary people."

"It's true that you'll never be with anyone better, but don't let that stop you. Fuck everything you can get your hands on, you'll enjoy it."

"Well, I do have this cute brunette girl in my class that I've been wanting to tongue-fuck," muttered the blonde girl thoughtfully.

"Then go for it. Suck her pussy dry," encouraged Phoenix as she went through the door and closed it quietly after her. Angela laid back against the sweat and cum drenched sheets and fondled her round tits lightly as she smiled to herself.

* * *

Dark Phoenix left her childhood home and began to ascend into the sky as a psi-bolt of incredible power smashed into her and sent her body tumbling to the ground. As she lay stunned on the grass, Professor Charles Xavier rolled his wheelchair closer to her and sent another bolt into her fog-filled brain. Phoenix screamed in agony, then attempted to raise a mental shield in defense. Xavier allowed her no reprieve as he used his vast mental powers to smash into her will and destroy her hasty defenses. The lovely young woman fell limply onto her back and lay there as Xavier rolled up to her body and concentrated on establishing a new wall of psychic blocks around her Phoenix abilities, reducing her to Marvel Girl levels of power. The helpless girl's costume disappeared, leaving her naked as Scott Summers rushed over to her and held her close. Jean Grey clung to her lover as she felt her great powers fade away, leaving her with limited telepathy and reduced telekinetic abilities.

"Are you alright?" asked Scott with concern.

"Yes, love. I'm finally myself again," replied Jean with a weak smile as her father rushed from the house and gave Scott a warm blanket to cover her naked body.

"What the hell's going on?" asked Mr. Grey as he glared at Prof. Xavier.

"I'll be glad to tell you, Mr. Grey. But first, could I trouble you for
a cup of tea?" inquired Xavier just as a transporter beam surrounded him, Scott, and Jean with a prism of light and whisked them away.

"What the hell?!" exclaimed Grey as he looked up to gaze into the clear, night sky.

"You three are now prisoners of the Shi'ar Empire. An Imperial court will determine the guilt of one Jean Grey, known as Phoenix, as a threat to sentient life throughout the universe. If found guilty, said Jean Grey will be put to death!" exclaimed a slim woman in snug body armor and carrying an ornate staff of office. "So speaks Lilandra, Empress of the Shi'ar Empire!"


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