Almost all of the characters within are the copyright of Marvel
Comics or Toybiz or someone, in any case, they're not my characters and
are used without permission of the owners.  I am not making profit from
this 'parody' and I expressly forbid the posting of this story to any
kind of site where you HAVE to pay money to read my stories.  I also
would prefer it if my permission was gotten before putting this or any
other of my stories up on a website.
        For others of my comics, celebrity, t.v or totally made-up stories
you can either request them from me at : dimitri_resides@yahoo.com
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MY WEBSITES) :

01 : http://www.dimitrisarchive.com/ - JayDee's site, includes all my
stories, other authors and Showtime.
02 : http://www.asstr.org or ftp://asstr.org/pub/Authors/Dimitri - The
Alt Sex Stories Text Repository, the most constantly up to date collection
of my stories, because I update this directory!
03 : http://www.giffer.com - excellent, 100% free, lots of areas,
special area for my stories.
04 : http://www.GreyArchive.com (The Grey Archive, very popular, well
put together site with several of my stories).
05 : http://fanfiction.majorhost.com/index.html - Rogues Erotica,
constantly updating site with something for everyone.
06 : http://members.tripod.com/~sneal_ The X-Men Erotica Archive -
features My Marvel Comics series.
07 : http://www.angelfire.com/tx/TvArcive/ - Age Of Onslaught &
Star trek : Original Series story available here.
08 : http://www.geocities.com/Hollywood/Hills/2506/foepage/ JamF's
FOEpage, features the GenX parts of my Marvel : Herald Of
Armageddon story and X-Files : Grandmaster, with images included.
09 : http://booyani.majorhost.com - Dedicated to the perversion
of your favorite videogame, comic book and anime characters since
1/1/2000.

        And hey, howzabout, as a wacky kind of idea, if you like this
story you actually let me know about it, and send me some feedback? It's
a crazy idea, but it's just crazy enough to work!
        Dimitri - dimitri_resides@yahoo.com

        X-Factor : Evolution 2.

        Mystique fingered her pussy madly, hunched up against the shower
stall, the water now turned off.  Her large, blue breasts were squashed
together as her hands thrust in and out of her tight, shaven cunt as
she moaned in pleasure, watching Shard's legs spread wide by two identical
Madrox's.
        "Shaved, eh?" chuckled Forge, stroking his hard cock and looking
at the nude, photonic woman,"I'm going to enjoy fucking that tight little
cunt of yours.
        Mystique groaned in pleasure at the thought of Forge pummeling
in and of the blond African American woman's cunt, lifting her fingers
to her mouth and licking and suck her own juices from her wet fingers.
        The two Madrox's, one the original, the other a duplicate created
by him, released Shard's ankles as Forge stepped in front of nude, highly
aroused former XSE Officer.
        "Raven," he ordered, not even looking at the hot, nude woman
behind him,"Why don't you get down on your knees and give Jamie and his
friend a little relief, eh?"
        Mystique rushed with a cry of delight to the two identical men
and got down on her knees in front of them.  She grabbed first one cock,
then the other in her blue hands, fisting them both, jacking them off
before she closed her red lips around the head of the first and, though
she didn't know it, original Jamie Madrox's cock and sucked it firmly
into her mouth as she jacked off his duplicate before switching places
and repeating the favor to the duplicate's cockhead.
        As she alternated between sucking first one Madrox's cock, then
the others, she watched as Forge got down on his hands and knees between
Shard's widespread legs and began to lap at the highly aroused young
woman's pussy.
        Jamie, so aroused now that he couldn't take it, began to slam his
cock in and out of Mystique's mouth, causing her to gag on his cock, which
created a nice massaging feeling around the head of his penis.  He slammed
into her mouth a few more times before she was able to pull her mouth of
his cock and instead wrap her lips around the other Madrox's cock.  He
too began to face-fuck the hot, blue-skinned mutant's mouth and soon they
were working together, taking turns at fucking her face as she watched
Forge eat out Shard's cunt.
        Shard was really getting off on the hot tongue fucking Forge was
giving her, her hips humping up against his face as her hands gripped
onto his head.  Tears of pleasure ran down her cheeks as her steadily
increasing juices were collected in Forge's mouth, the Native American
Inventor swallowing her juices.
        "Ahh shit, Mystique," growled Jamie (the original), pulling her
mouth off of his cock,"Get on your hands and knees."
        She did as she was told, crawling past them and squirming her blue,
rounded ass about lewdly as both Madrox's thumped their fists into their
open palms and created a duplicate each.
        One by one, each Madrox got behind her and fucked her shaven pussy
from behind, pumping into her pussy as Mystique watched Forge get up onto
one knee and grab his cock in his fist, stroking it as he prepared to
fuck Shard.
        The Inventor spread the former XSE Officer's legs wide and he
slowly slid his cock-head up and down the slit of her wet pussy
down the slit of her wet pussy.  Mystique watched with wide eyes and
parted lips, reveling in the sensation of the cock drilling into her cunt,
hips slapping against her ass as she was fucked doggy-style by Madrox, The
Multiple Man.
        She felt the first and original Madrox's body tense up, grinding
his hips against her ass as he buried his cock into her cunt and filled
her up with his cum.  With a groan of pleasure, he pulled out of her now
sopping cunt and was instantly replaced by his Duplicate, who also gave
Mystique the hard, fast slam-fuck she was looking for before blasting
his cum into her cunt and being replaced by the third Madrox.
        As this was happening, Forge had finally stopped teasing Shard and
was now fucking her hard, holding her legs spread by the ankles as he
pumped his full cock-shaft in and out of her without any thought of her
own pleasure, but giving it to her anyway.  Shard was crying in pleasure,
her breath coming in short, sharp breaths as she felt Forge's cock fuck
her with hard, drilling thrusts.
        As the 3rd Madrox slammed deep into Mystique's pussy, the fourth
Madrox grew tired of waiting and moved about in front of her.  He held his
cock firmly in his fist, rubbing the flared cock-head up and down over
her face, getting off on the erotic imagery before pressing himself against
her red lips, pushing his cock into her mouth.
        "Eat up, Raven," he said with a chuckle, sliding his cock inside
of her mouth and beginning a quick fucking into her face.
        She moaned happily as she felt the large cock pumping in and out
of her oral cavity while the identical duplicate fucked her from behind,
the two of them getting into a good rocking motion as they sawed their
cocks in and out of her tight, juicy cunt and wet, warm mouth.
        It didn't take long for the fourth Madrox to fall into a steadily
increasing rhythm, his balls slapping against her chin as she felt his
cock jerk about inside of her mouth before he filled her throat with his
sperm.  Shot after shot of his thick, ropy cum filled her mouth, Mystique
eagerly swallowing all of it down, her tongue swishing around the underside
of his cock-shaft.
        Pulling his cock from her mouth, allowing a small trickle of
cum to dribble down her chin, she saw that Forge had either cum into
Shard's pussy or decided to change position for better access.  He'd
turned around and gotten Shard onto her hands and knees and was gripping
one of her smooth ass-cheeks with both hands while he kissed the other
one.
        - No! - cried Mystique excitedly, - He's not going to do her
doggy style, he's going to butt fuck her! -
        And indeed, only a few seconds later Forge was positioning his
cock at the entrance to her puckered asshole and slowly pressing forward
against it, parting her tight anal passage and sinking his cock inside
of her ass.
        Shard squealed in excitement, feeling the Native American's cock
enter her ass fully.  She cried out in pleasure as Forge began to pump
in and out of her ass, taking equal pleasure from the feel of her hot
butt-hole around his cock and the sounds of her crying out in pleasure
and the wet, slapping noise of his hips against her buttocks.
        The spent Madrox's had been thumped on the head by the original
and returned to his body, bringing all of their experiences and feelings
to him.  Now he created a replacement, unspent and virile, ready to
go for it.  The 'original' duplicate was still fucking her cunt hard
from behind, also fingering her asshole as well as Shard's buttfucking
had inspired him.
        Mystique moaned in pleasure as she was fucked hard in the cunt
and had her asshole probed and twisted.  The replacement Madrox moved
up in front of her and pressed his cock against her lips, Raven instantly
opening up and taking him into her, letting him pump in and out of her,
not doing anything, just remaining on hands and knees as she was pumped
in and out of both her cunt and her mouth, fingers sawing in and out
of her asshole.
        Forge's body was beginning to tense up as he fucked hard into
Shard's asshole, balls slapping against her cunt as he pumped the hot little
butt-hole of the sexy African American woman's butt.
        He ground against her ass, hands gripping her tits firmly as
he reached climax and pumped his sperm into her tight ass.
        She moaned in disappointment as she felt his cock pulled out of
her ass, Forge dropping down stupidly onto his butt.
        "More!" she moaned,"Please, more!"
        Jamie Madrox - the original - smiled as he felt his cock twitch,
turning and moving towards Shard, who was squirming her ass about as she
furiously masturbated herself.
        A slight thump on his palm and another Madrox was moving around
in front of Shard's face, presenting his erect cock to her lips.  The
photonic beauty grabbed his cock in one hand, supporting her weight
with one hand only as she licked at his balls, running her tongue wetly
over his sack and then up under his cock-shaft.
        The Madrox's soon set up a delicious system, getting Shard and
Mystique to suck their cocks before moving around behind the other women
and fucking them.  Thus, Shard would suck hungrily on one Madrox's cock
till he felt close to cumming, then he would move over to Mystique and
give her a hard fucking.  At the same time, Mystique would be blowing
another Madrox towards orgasm before he, too, turned away and moved to
fuck Shard.
        Shard and Mystique received alternately cocks in their cunts
or their asses, depending on the mood of the Madrox fucking them.  It
didn't matter to either woman, they were lost in a haze of sexual ecstasy
as they were used as cum buckets, orgasming time and time again as they
took sperm in their mouths, their asses and their cunts.  The sounds
of wet flesh slapping against flesh echoed lewdly throughout the room
as they were screwed to intense, erotic orgasms of unbelievable intensity.
        Mystique was sucking two cocks at the same time at one point,
two Madrox's sliding their cocks between her lips, stretching them to
their utmost.  Both men (essentially the exact same man) turned to look
at each other, grinning as their identical minds reached the
same conclusion and they pulled their cocks from Mystique's mouth, jerking
themselves off until they came all over Raven's beautiful face, spurting
their loads of hot, sticky cum against her face.
        The Madrox's slapped each other on the back companionably, causing
them to merge together into one person.  He laughed, forcing his cock into
her mouth again and making Raven hungrily clean his cock with her tongue
and lips.  He ran his fingers over her blue cheek, scooping up his own
cum and presenting it to her lips as he took his cock from her mouth.
        Mystique gasped in pleasure, getting fucked in the ass and the
cunt at the same time, the Madrox fucking her cunt also kneading and
suckling on her tits.  She eagerly opened her mouth and licked his cum
into her oral cavity, swallowing it in excitement.
        Meanwhile, Shard was still on all fours while Madrox after Madrox
fucked her hard from behind, cum dripping from her face to as another
Madrox had come to the same idea Mystique's two had.
        Raven watched in excitement at the sight of Shard's hot ass
stretched around a cock, her pussy pounded again and again by the Madrox
beneath her as he sucked on her breasts.
        As each Madrox finished blowing their loads into their fucktoys,
they were re-merged with the original Madrox, getting the benefit of their
memories and sensations before he created a new Madrox that was completely
unspent and ready for action.
        One of these moved up behind Shard with a smile, having her to
himself as a momentary respite saw the sexually mad woman all by herself
for the moment.  He rammed his cock into her cunt, bringing a moan of
delight from Shard as he set a steady, rhythmic thrusting in and out of
her pussy, his balls slapping against her clitoris as he pounded in and
out of her well fucked cunt again and again.
        With a grunt of pleasure, he blasted his load into her pussy
and fell back out of her.  The trouble with the original Madrox getting
the benefit of the previous Madrox's sensations was that it left the
new Madrox's bodies highly sensitized and they were cumming after only
a couple of minutes of hard fucking.
        With a groan of pleasure, Madrox watched his last duplicate
thrust hard against Mystique's ass, gripping onto her hips with his hands
before blowing his load inside her hot, well fucked asshole.
        Both women were completely, truly fucked, their pussies and
assholes dripping hot cum, their cunts mushy and messy with a mixture
of their own copious juices and the collected sperm of the Madrox's,
their bellys full of cum, their tits squeezed and played with, nipples
and surrounding tit-flesh glistening with saliva, faces coated in sperm.
        Madrox hauled himself to his knees, his cock still rock-hard
as a result of the collective experiences of all the memories of the
powerful sexual escapades his dupe's had just been through.
        "Girls, come here!" he commanded, and both Shard and Mystique
eagerly crawled up to him.
        With a grin, Madrox began stroking his cock in-between their
cum-soaked faces.
        "I've always dreamt of doing this," he groaned, then he was
blasting his final ejaculation onto their beautiful faces.  He hit them
with an incredibly erotic facial, sperm all over their faces as they
eagerly licked their lips with their tongues.
        He fell backwards, groaning with pleasure as Shard and Mystique
turned and locked lips.  They kissed passionately, then began licking
each other's faces, eating the sperm up hungrily as their hands gripped
the side of each other's heads.
        Forge and Madrox lay on the ground, exhausted, but Mystique
and Shard were still incredibly aroused, wanting more even after the
incredible gang-bang they'd just been involved in.  They hungrily sucked
on each other's tongues as their hands roamed all over their bodies,
and at first they didn't even notice when the showers disappeared, the
two women teleported away right into The Harem on The Island Of The
Physical Discipline.
        Hearing the moans and groans of the other women, the sounds and
smells of sex everywhere about them, the slap of flesh on flesh as the
beautiful Super-Heroines who had been captured, indoctrinated and then
brought here fucked each other and were fucked by those select Fellows
Of The Physical Discipline allowed inside at the current time brought
Mystique and Shard back into the real world.
        They looked about each other with growing lust and excitement
as their greatest desires were wished.  Ever since X-Factor Headquarters
had been flooded with a powerful field of positive sexual reinforcement
by The Mental Discipline, the two women had become more and more horny,
everything they did to try and sate their pleasures only increasing
them.  But now they were here in a room designed for sex and sex only,
a room designed for their passions and their pleasures to be fulfilled.
        Over, and over, and over again.
        For the rest of eternity.

        Henry McCoy watched in horror as Scott and Alex desperately
wrestled each other.
        At first they had refused to fight, to the boos and hisses of
the assembled Fellowship, but when Polaris had been brought out into
The Arena and several Fellows been chosen to rape her, it had driven
Alex over the edge.
        They were leaving the naked, struggling Lorna Dane alone for
now, as she twisted against her bonds, tied to a stake in the center of
the Arena which neither combatant could get near, due to a mental block
in their own minds similar to the one that Dunac had used to hold Phoenix,
Storm and Jubilee hostage.
        So they fought, Alex out of desperation to save his lover, Scott
defensively as he tried to reason with his brother.
        Their powers had been returned fully, but they were unable to
affect either themselves (*) or the surrounding Arena.  Any attempts
to do so simply made the optic blasts or plasma bursts fizzle out to
nothing.
        Scott used every trick he'd been taught as an X-Man to keep
his brother from hurting him, but blows were beginning to slip in, his
brother an equal for him in size and strength but having the edge due to
his almost psychotic desire to protect his woman.
        A hard blow to the side of his head knocked Scott off-balance
and seconds later he was being smashed with hard lefts and rights from
his brother, who had learned to fight while hiding out in the Australian
Outback with Wolverine back when the world had believed The X-Men dead,
back when Scott had been running X-Factor.
        "Alex, no...." gasped Scott, but a hard punch to his jaw knocked
him down.  Havok instantly jumped onto his chest, pinning him down as
he pummeled him with lefts and rights, battering blows that left Scott
bleeding and bruised.
        The crowd roared with approval as Hank shook his head sadly,
had it come to this then? Would his former comrades and friends be reduced
to fighting each other to the death for the amusement of monsters who
thought they were destined to rule the Universe due to a horrendous
chemical mistake made by HIM?
        Surely it couldn't end this way, could it?

        Meggan, a being closely in tune with elements and her own body,
had been instantly effected the moment The Fellows had smashed into Moira's
Lab.  The pheromones which they always produced when about to fight with
a woman they wanted to fuck had gone straight to the core of her being
and she'd gone into a state of shock as her body and mind was overwhelmed
with an incredible arousal.
        Once brought to The Harem, her shock had worn off and she'd
found herself getting fucked by two Fellows, one taking her cunt and
the other her asshole as a hot, steaming snatch had been presented to
her.  She'd eaten the other woman out without a second thought, running
her nose and mouth happily up and down the other female's shaven slit
and brought her to orgasm, never actually knowing which of the many
sexy women it had been.
        Now, some time after initially being brought into The Harem, she
found herself sitting against a wall, legs spread wide as she masturbated
herself and Mystique, the blue skinned, former mutant criminal humped her
pussy into Meggan's face.
        Raven had her head cast back, arching it deliciously and throwing
her tits up as she gripped the back of Meggan's head and rolled her
crotch wetly over and against The Elemental's face.
        She rubbed her crotch up and down, left and right onto
the beautiful woman's face, humping her cunt against her mouth, and
rubbing her clit against the pale skinned woman's nose.  Meggan hungrily
lapped up the copious juices flowing from the blue skinned woman's pussy,
allowing the other woman to rub her face into her cunt.
        Mystique rocked her ass in undulating, erotic circles against
the Super-Heroine's face, getting off on the lewdness of the act, knowing
that many if not all of the other women currently fucking and masturbating
themselves or each other, even those getting fucked by Fellow's Of The
Physical Discipline, were watching her hot ass as it clenched
and unclenched, rolling about slowly as she gripped Meggan by the side
of her head with both hands, cooing in sexual desire as she rolled her
head back and felt her hair spill down over her back, even that sensation
sending chills of pleasure down her spin.
        Mystique felt like she'd finally come home, and she had no plans
on ever leaving.

        X-Factor Headquarters.
        ----------------------

        Giant Man walked slowly through the empty corridors, a cold feeling
in his gut.
        He'd come too late, trying without success to get through the
main doors, which had been shut.  Even just walking up to The Headquarters
had been almost impossible, the streets around had been deserted and
he'd felt an overwhelming compulsion to just.... turn around and walk
away, forget it had ever happened.
        It had taken every ounce of his will power, something he'd only
just realized he had after he and his wife had confronted and defeat
Ultron together.
        Finally, growing tired of trying subtlety, he'd grown up to the
huge height that gave him the name Giant Man, then smashed through the
doors.  The Security System seemed to have given up then, surprisingly
not blasting him with lasers, weights and other such interesting booby
traps.
        But the place was deserted, the only sign of foul play being
a smashed wall in the women's showers.
        Squaring his shoulders, Giant Man left X-Factor Headquarters
and made all due haste for Avengers Mansion, hoping like hell that other
Ex-Avengers would also be doing so and that maybe some survivors would
as well.
        Or else they were all doomed.

        Island Of The Physical Discipline.
        ----------------------------------

        Havok stared in confusion as the sand in the Arena next to him
began to swirl and change, coalescing into a hard, physical shape... a
roughly hewn sword.
        He picked it up, still straddling his brother's chest, who lay
battered and bruised beneath him.
        Looking up, he found himself staring right at the face of The
Spokesman For The Conclave - Justin.  Next to Justin sat a man who was
technically Scott's son, Nate Grey - The X-Man - was dressed now in
the traditional toga that so many of The Fellowship seemed to favor.
Scott was the duplicate of a man who had been an unknowing genetic donor
towards Nate's rebirth, but nonetheless he still warranted more than
the bored expression Nate currently had on his face.
        Justin stood up and moved to the front of the railing, clutching
it with one hand and looking seriously at the two brothers sitting in
the center of The Arena.
        He raised his hand imperiously, balled in a fist, then made a
thumbs down gesture.
        The crowd erupted with cheers at Justin's proclamation, they were
going to get their blood! Scott had only defended himself, had he fought
back and done so admirably, his entertainment value might have been enough
to warrant his life continuing.
        But he hadn't and so it didn't.
        Alex stared at the rough sword in his hand, then down at Scott
beneath him.
        "Alex...." coughed Scott, shaking his head slightly,"Don't..."
        Havok lifted the sword up, his face unsure, looking at his brother,
then over at Polaris, then Justin and Nate.  He looked unsure, and then
suddenly his face took on a grim, certain look, he lifted the sword
and....
        "I AM DOCTOR DOOM!"
        The assembled Fellows started, looking about in shock as the
voice rocked them.  They were, of course, aware that Insanis had been
supposedly wiped off the face of the planet, but after the initial shock
had worn off, none of them had really believed it.
        How could Insanis be dead? He was the front-runner for
Leadership, so how could anyone, even Doctor Doom, defeat him?
        But now the evidence was here, as a electronic hologram of Doctor
Doom's face was projected right above The Arena, sent by a satellite
orbiting the Earth miles above them.
        The message was clear, despite The Mental Discipline's powerful
masking field, Doom knew exactly where they were.
        "THIS SO-CALLED NEW HUMANITY HAS CROSSED DOOM, AND NOW THEY
SHALL PAY FOR THEIR IMPUDENCE.  THEIR ARROGANT CLAIM TO BE THE CHOSEN
ONES, THE NEW AND FINAL EVOLUTION OF HUMAN EXISTENCE IS FRAUDULENT!"
        The Fellows stared at each other uneasily, so maybe it was true?
Was Insanis, one of The First and front-runner to rule them all, truly
gone?
        "DOOM HAS ALREADY, WITH GREAT EASE, DEFEATED THE GREATEST EXAMPLE
OF THIS NEW HUMANITY, INSANIS FELL BEFORE DOOM'S MIGHT EASILY, AND THE
SAME FATE WILL BEFALL ALL THE OTHERS WHO HAVE SHARED IN THIS ARROGANT
CLAIM TO RULERSHIP OVER DOOM'S PLANET!"
        They reacted angrily, shouting insults at the holographic head
and feeling a strange emotion they almost didn't recognize, an emotion
called fear.
        "DOOM HAS MADE HIS JUDGMENT, YOU WILL DIE."
        They roared with fury at this arrogant claim, Doom's hologram
already fading away.
        Forgotten on The Arena floor, Havok helped Cyclops to his feet
and they began limping towards Polaris, who disappeared all of a sudden.
        "Just a hologram all along," muttered Havok,"Fucking bastards."
        An Attendant rushed to their side and ordered them back down
to the training grounds, where they were supposed to train against each
other and the other captives brought here so they would be ready to
entertain The Fellows.
        "Alex?" asked Scott.
        "What is it, bro?" asked Alex, helping Scott shuffle along beside
him.
        "Were you going to throw that sword away? Or cut off my head?"
        Alex held a blank face, then smiled.
        "If you have to ask, bro, you'll never know."

        End X-Factor : Evolution 2.

        Compliments, Criticisms and/or Requests to :

        dimitri_resides@yahoo.com