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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
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04 : http://www.GreyArchive.com (The Grey Archive, very popular, well
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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.
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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
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        Dimitri - dimitri_resides@yahoo.com

        Marvel : Evolution 3. (1/3)

        "Right," said Reed to the assembled heroes gathered in the large
conference chamber of Four Freedom's Plaza,"Let's review what we know."

        "SILENCE!" roared Justin, causing an instant blanket of silence
to fall over The Arena.

        "We are facing beings that have, via a chemical accident in Dr.
Henry McCoy's Legacy Antidote, adaptive DNA.  In short, they are capable
of adapting their bodies to any given situation with a thought or... in
some cases, without thought."

        "YOU'RE SCARED OF DOOM! AN OLD HUMANITY MONARCH LIVING
IN THE
DARK AGES, LORDING IT UP OVER SCARED PEASANTS!" roared Justin to the
silent Fellowship.  Behind him, Grey thoughtfully watched his mentor
and considered just what he was doing.

        "They seem to have divided into two groups, or Fellowships,
that specialize in Physical Adaptivity and Mental Adaptivity
respectively," continued Reed,"They launched an assault on The Avengers
about noon of this same day, defeating them and throwing New York City
into chaos as they destroyed all symbols of Law & Order in the City.  To
affect this, the so-called Mental Discipline seems to have created a
telepathic shield over the city that positively reinforced people's
reactions to their Physical Discipline counter-parts."

        "Doom's proclamation," said Justin, quietly now, knowing that the
full attention of The Assembled Fellowship was on him,"Is nothing more than
the final death throes of The Old Humanity, cursing and denying their
death even as they die."
        Grey raised an eyebrow, those had been his exact words only
a minute ago.
        "I was The First," Justin snapped,"And I watched my dream of
a perfect Empire destroyed by the wretched squabblings of those who
followed me.  Insanis and Upstart, Dunac and Suma were among The First,
and where are they now?"
        A few muttered rumblings from the crowd, which Justin allowed
to continue before answering his own question.
        "I'll tell you where! Insanis - wiped off the face of the planet
by a tin-pot dictator!.  Dunac, squandering his abilities in drunken
carousing and lust!.  Suma, cast off to a far away dimension and eaten
by giant monsters!.  And Upstart.... oh Upstart! Defeated by a man dressed
in a flag and willingly submitting rather than face honorable death!"
        The Fellows looked around each other, it was all true, but what
was Justin saying?
        
        "After Captain America defeated Upstart," said Reed,"He was able
to lead a steadily increasing group of civilians to Avenger's Mansion, and
over the last few hours this number has increased exponentially from
street to street.  New York City is roughly separated now into two parts,
the first half trying to restore Law & Order while the other half actively
tries to tear it down.  The field of Positive Reinforcement generated by
The Mental Discipline is getting stronger, but it is not yet at a level
where it can over-ride people's conscious choice not that they've had
time to stop and think about their actions.  This is good news, it means
that for all their might, The Mental Discipline lacks ability to use
that might in more subtle, insidious ways... for now."


        "I have watched my dream crumble!" growled Justin,"But I will not
watch it crumble any further and I most definitely WILL NOT allow a man
in an Iron Mask to scare the army of the Greatest Empire this world and
this Universe will ever see!"
        Grey smiled, it seemed Justin's Adaptivity was not limited just
to his body.  He had been waiting for an opportunity like this, it seemed,
and now he had it he was going to use it.
        "I, Justin, First Of The Physical Discipline proclaim myself
Master Of The Physical Discipline and Leader of that Assembled Fellowship!"
        There was a deep rumbling from the crowd and a few cries of
dissent.
        "THEN WHO CHALLENGES ME!" roared Justin, his fury shocking them
all.
        A lone Fellow stood up and leaped from his seat down to The
Arena below, then slowly walked to stand beneath the railing where Justin
stood watching.
        "I," said The Advisor, who had backed the wrong horse with Upstart,
it seemed,"Will follow The Master Of The Physical Discipline to the
eventual domination of The Universe."
        And with that he did what no other Fellow had ever done, and dropped
to his knee to acknowledge a superior.
        Grey smiled, his telepathic powers picking up Justin's cleverly
guarded thoughts.  Advisor had been with Justin all along, they had
goaded Upstart and Insanis between them to take on Captain America and
Doctor Doom.  Just to get the two front runners for Leadership Of The
Physical Discipline out of the way, leaving Justin free to claim it.
        Thinking fast, Grey stepped up and moved to the railing beside
Justin, then leaped over the side and dropped easily the twenty or so
feet down to the sand.  Turning to stand next to the kneeling Advisor,
he dropped to his knee and bowed his head.
        "I acknowledge Justin as Master Of The Physical Discipline," he
said, and felt the approval of The Mental Discipline through the shared
collective of their minds.  So it seemed they two, had their favorites,
despite their claim to being only interested in the further exploration
of the mind and their mental powers.
        "I proclaim that these two, Grey and The Advisor, shall be my
First Ministers!" roared Justin, thinking quickly on his feet.  Grey
had not been part of the plan, but he was adaptive in all respects and
knew how to turn it to his advantage.
        Seeing the tide turning in favor of Justin and realizing that
to be last to proclaim fealty would be to make an enemy of The Master
Of The Physical Discipline, The Assembled Fellowship raced into The
Arena and soon all were bowing and crying out their approval.
        And Justin smiled.

        "The source of their powers," explained Reed,"Is in The Diosys
which had merged with their DNA.  My own tests on samples in the lab
have proven it impossible to extract or remove the Diosys from the DNA.
It is adaptive in and of itself, and will change it's chemical structure
to preserve itself at any cost."
        "So whaddya saying, Big Brain," growled The Thing,"We can't beat
these guys, Reed?"
        "Exactly," responded Reed,"They cannot be defeated."
        The assembled heroes looked around in shock, what was Mr. Fantastic
saying? That they should give up.
        "So my suggestion is," continued Reed,"That we adapt ourselves
to the situation and find a way to defeat them without beating them."

        "It is time to take this world!" roared Justin, to the approval
of his new subjects,"Upstart moved to soon and announced our presence
to the world, we were to hunt out the strongest prey first and eliminate
them, and instead we find ourselves drawn instead into a war with the
defenders of The Old Humanity.  So be it! We go now to the place Dunac
has taken for his own, we will take it from him and from there launch
our assault against the best and most powerful this world has left....
and. WE. WILL. DEFEAT. THEM!!!!"
        The Assembled Fellowship roared in approval and Justin smiled.
At last, it had all come about the way it was supposed to have been, and
at last he was now acknowledged as what he had always known that he
was.
        Superior.

        "Iron Man?" asked Reed.
        There were technically two Iron Men, Tony Stark and The Vision
both wearing suits of armor from his recently saved Armory.
        "We're clear, Reed," Tony replied.
        "Very well," said Reed,"This room is now psi-shielded to a greater
extent than usual.  This is to prevent The Mental Discipline
from eavesdropping on our battle plans."
        They were assembled in the huge conference room, the last survivors
of a day of hell.  They were a relatively small group, The Fantastic Four
were there in total, as was She-Hulk, now over the effects of the pheromones
with constant exposure to keep her under it's spell.  The were joined by
Captain America, Iron Man & The Vision, Justice, Giant Man, Hawkeye & The
Wasp, who had only just recently joined them, letting them in on the
shocking news that The Thunderbolts were actually The Masters Of Evil in
disguise.  Spider-Man and Daredevil were there, and Cable & Domino had
arrived just after Hawkeye & The Wasp, bringing with them their son, who
was sleeping in the nursery where Franklin had once slept, and Sinister,
which had caused a small uproar before Reed and Captain America had
intervened, saying that they could use his extensive knowledge
of bio-genetics.
        Reed hit a switch and a table moved up through the floor, twenty
large iron rods lying on it.  They were all well over seven feet tall
and at each end were glass domes revealing a dull blue interior.
        "These are Phase Variance Rods," explained Reed,"I designed them
to use in the eventuality of another attack by a cosmically powered
creature like Galactus."
        "Dese dem t'ings dat ya had me and da matchstick fly around da
city setting up a coupla months ago?" asked The Thing,"I t'ought we had
'em all in place?"
        "You did, unfortunately twenty of the rods were set up in the
basements of Courthouses, Police stations and one in City Hall," explained
Reed,"Which, as you know, have all been destroyed by The
Physical Discipline's attempts to throw the city into chaos."
        "So now you want us to go set them back up?" asked Spider-Man,
his scientific mind wondering just how the things worked.
        "Exactly, they were set into very specific locations to create
a phase variance field set to affect a certain biological signature.  For
instance, if Galactus attacked for any reason, we could set off the rods
and create a phase variance field which would shunt him into a limbo
dimension we discovered recently in which nothing exists but a single
planet, devoid of any kind of sentient life but teeming with wildlife,
plants and vegetation." (*)
        "So if you set the field to respond to The Diosys...." started
Iron Man.
        "....it will shunt The Physical and Mental Discipline into a
dimension where nothing exists and there is nothing to adapt to.  I have
no doubt that they will not be happy about it, but they can rule over
that planet to their hearts content, they'll just have to be satisfied
with it over ruling the entire Universe."
        "Curious," muttered Sinister,"We have seen evidence that The
Mental Discipline are capable of moving through dimensions, have you
considered that?"
        The others gave him a strange look, not exactly comfortable
with being in the same room as the completely immoral scientist.  All
except Reed, who accepted the question on it's scientific merit entirely
and ignored the veiled insult.
        "Of course, this is what is referred to an a 'closed dimension'
or one that is cut off from all others.  The only way in is via ripping
a tiny hole in the actual dimension itself, one which instantly repairs
itself.  The only way to do this is via technology, which...."
        "Both Disciplines are completely ignorant off," chuckled
Iron Man,"Very good Reed, Mr.  Fantastic indeed!"
        "It's not all that simple, I'm afraid," replied Reed with a
shake of his head,"The Physical Discipline will respond to Doom's threat,
and last reports show him heading straight for New York.  And with psi
shielding up, The Mental Discipline knows we're up to something, they'll
have their Physical allies out there trying to stop you from setting up
the Rods, and that cannot be allowed to happen at any cost.  One rod
gone means no Phase Variance Field, and no Phase Variance Field means...."
        This time Sinister finished the sentence, leaning back against
the wall with his arms folded and a slight smirk on his face,"That we
had all better learn how to beg for mercy."

        World Trade Towers - Dunac's Home.
        ----------------------------------

        Polaris grunted roughly as the cock plowed it's way into her
asshole once again, her tits bouncing with the impact of his hips against
her smooth, curved ass.
        Dunac laughed madly, gripping tightly to Lorna Dane's hips as
he buttfucked the beautiful X-Factor member towards yet another in a
seemingly endless stream of orgasms.
        Beside them, linked in a daisy chain, Phoenix, Storm, Jubilee
and Pyslocke were eating out each other's cunts as well as fingering
each other's assholes.  All four former X-Women had been fucked by Dunac
in their mouths, cunts and asses as he had gone mad with delight at
having his Harem filled at last with the five women he had wanted most
in the world.
        When he had been Jesse Duncans, a twenty three year old factory
worker, married to a girl he'd knocked up in High School, drinking
heavily and slamming it to the skanks that hung around in the bars that
he frequented, he'd often seen news reports about X-Men this or X-Factor
that.  Him and his drinking buddies had laughed it up and talked often
about how they'd treat those sexy bitches if they ever got the chance,
and now as Dunac he was well on his way to making his wildest fantasies
come true.
        Polaris had taken a mouthful (and faceful) of his cum, received
a load in her cunt and now she was getting it up the ass as well, getting
'broken in' and having all of her holes 'introduced' to Dunac's cock.
        Dunac pumped his cock in and out of Polaris' tightly clasping
butthole, ass-cheeks rippling and her tits bouncing with each impact
of his hips against her ass.
        His balls were slapping wonderfully against her gaping, drooling
pussy-lips, banging a staccato on her erect, throbbing clit and driving
her wild with desire.
        Lorna moaned and begged for more, which Dunac happily gave her by
just fucking her tight ass faster.  His cock pumped in and out of her
tight, sucking asshole with long, hard thrusts that made Lorna's sexy
body shake and quiver with both the force of them, and the pleasure that
went with them.
        "Gonna cum in your ass, bitch!" laughed Dunac, causing Lorna
to moan in excitement, loving the degrading way he was talking
to her,"Gonna blow my load right up your ass!"
        Her body was glistening with sweat, her skin flushed with sexual
desire and her mouth gaping open, letting out short, sharp breaths with
each slapping stroke of his hips against hers, his cock burying itself
into Polaris' ass again and again.
        Beside them, Storm and Psylocke had broken the daisy chain and
were now curled up together, heads to each other's cunts as they licked
and sucked and fingers each other's cunts.  Psylocke was moaning and
panting in pleasure as she lapped at the glistening, shaven lips of Storm's
tight pussy.
        Storm pressed her own mouth over the Asian woman's shaven cuntmound
and used her tongue to spread the lips of Psylocke's cunt, probing hungrily
inside for the Ninja's cunt-cream.  Both women were making lewd, slurping
noises as they ate out each other's cunts, gobbling down each other's
flowing cunt-juices hungrily.
        That was overshadowed, of course, by Jubilee's squeals of delight
as her ass was fucked by three of Phoenix's fingers, Jean Grey anally
stimulating the younger mutant while she masturbated herself with fast,
intense strokes along her cuntlips and clit.  She was biting at her
lower lip and her eyes were crawling all over Jubilee's nude, writhing
body as they both became more and more excited.
        And all the time, Dunac continued to pump his cock inside Polaris'
hot, buttery asshole, making Lorna squirm with pleasure as he slammed in
and out of her ass with hard, slicing strokes of his cock into her rectum.
        Feeling his impending ejaculation, Dunac began to fuck Polaris
up the ass as hard as he was able.  Lorna, of course, slammed her ass
back to meet his strokes, her breasts swaying jiggling beneath her as
she panted in lust.
        Leaning forward as he continued to pump her ass with his cock,
Dunac grabbed Polaris' large breasts in hand and began to squeeze and
knead them.  Lorna moaned in pleasure and dropped her upper body to
the ground, her tits trapping his hands between them and the silken
cushions of his small Harem.  This lifted her ass up and changed the
stroking angle of his fucking thrusts inside of her snug, sucking asshole.
        With a roar of pleasure, Dunac buried his cock balls deep into
Lorna Dane's butthole and blasted load after load of thick, hot cum
deep up into Polaris' tight, hot asshole.
        She rocked and slammed her ass back against his buried cock,
grinding her asscheeks against his hips and pubic bone and cumming as
well.  She screamed loud in ecstasy as her ass squeezed around the
throbbing cock buried deep inside of her butt, her cunt clenched and
tightened on nothing and juices blasted from her pussy, showering
her thighs and his legs with her cunt-cream.
        He moaned in pleasure, lying on top of her with his cock planted
deep up her ass, his cheek against her back and her tits in his hands.
        Looking up, he saw that Storm was lying on her back, arms and
legs spread with Pyslocke lying on top of her, her limbs also akimbo
as they two weakly lapped at each other's cunts, having just both come
down from a powerful orgasm.
        Jean and Jubilee lay on their sides, pressed tightly together
with Jubilee's back to Jean's chest.  Phoenix had one arm underneath
Jubilee's own, lightly cupping a plump breast in hand her other hand
remained between Jubilee's legs, lightly fingering the young mutant
as the red-head kissed and nibbled at Jubilee's ear, her cheek, her
neck and shoulder.
        "Perfection," muttered Dunac, then sighed in irritation as
Kurst and Urn burst into The Harem,"What is it? I said I didn't want
to be disturbed!"


        "WHAT THE HELL IS THIS!" roared Dunac, storming into his throne
room.  The throne was empty, thankfully, but standing by a table with
two other Fellows, one of them the young man whom The Mental Discipline
had turned, was Justin, going over plans of the city from what it looked
like and discussing defense strategies.
        "Oh, hello Dunac," muttered Justin, looking up from the plans
and smiling distractedly,"We're a bit busy now, I hope you don't mind
but I'm letting some of my men use your Harem."
        "WHAT!?!" screamed Dunac in fury, looking around at the forty
or so Fellow's standing about at one end of The Throne-Room.  Kurst
and Urn had told him that nearly five hundred Fellows were suddenly
milling about in HIS castle, HIS abode.  That meant that almost every
Fellow Of The Physical Discipline was here, and he didn't give a shit
what any of that meant, he just wanted them out of his home.
        "Dunac!" snapped Justin in irritation,"We're busy, go away!"
        Dunac's eyes widened in shock at this casual dismissal, then
narrowed in anger.  How dare Justin treat him like this!?! How dare
he!?!
        "I'LL KILL YOU!" he roared, charging across the room towards
Justin.
        "Shut him off," muttered Justin with a wave of his hand, turning
to look away.
        Before everyone's startled eyes, Dunac suddenly stopped
in mid-lunge, froze in place and then, with a slight widening of his
eyes and a small 'ooo' escaping his lips, collapsed to the floor of
his Throneroom.
        The forty Fellows who had been instructed to 'wait' by the door
for no conceivable reason gaped in shock and rushed to look down at
Dunac.  They were shocked, he was lying there, still breathing but not
moving, a thin line of drool running down his chin from his gaping, open
mouth.
        "Go and tell the others," Justin instructed quietly, not turning
around,"That this is the fate of those who question my Leadership and
Mastery Of The Physical Discipline."
        They rushed to obey.
        "Very clever," muttered Grey, staring down at Dunac.
        "The Mental Discipline?" asked The Advisor.
        "They abhorred Dunac almost as much as I did," muttered Justin
quietly,"A creature of nothing but pure physical lusts, with no nobility
of spirit or joy for the challenge and absolutely no interest in the
higher workings of the mind."
        He left it at that and The Advisor knew better than to ask any
more.  He now shared power as second in command to the man who would
rule The Universe, and he had no ambitions to cross the man who had put
him there.


        Four Freedoms Plaza.
        --------------------

        "These psi-suppressors will keep The Mental Discipline from
reading your mind, although they'll be able to see you and know your
location," said Reed, handing out small headbands designed to be worn
behind the ears,"Take your rod to the assigned location, fit it to the
power coupling there and then wait.  It's not enough to get them fitted,
they have to remain fitted so ignore everything else.  If someone needs
help and it means leaving the rod alone, don't do it! If you can help
without leaving the rod, go ahead, but under NO circumstances must you
leave the rod vulnerable to attack, understand?"
        There were some tense nods and Reed sighed inwardly, knowing
that if it came down to it he would probably leave the rod to help the
person as well.  That was the trouble with being a hero, you
might understand the concept of the needs of the many outweighing the
needs of the few, but you couldn't accept the lack of morality it took
to do so.
        "Small problem stretch," muttered The Thing,"Dere are twenty of
dem rods and only seventeen of us."
        "I'll take care of that," said Iron Man,"It's all part of our
planned distraction to keep The Physical Discipline busy."
        "You Big Brains take care of dat, den," replied Ben, fitting
the small head band behind his craggy brow with a slight sigh,"We'll
just get our rods set in."
        "We may have a slightly larger problem," said The Vision from
inside his Iron Man armor,"Mr. Fantastic, please bring up your outside
scanners on the large viewscreen."
        Reed punched it in and the assembled heroes gasped in shock.
        Floating over the city, like something from Independence Day,
was a gigantic ship that blotted out light over most of
Manhattan.  As they watched, panels the size of buildings opened and
large, floating fortresses moved out and began to zoom into place around
the entire city.
        And the figurehead of the ship was a giant image of the face of
Doctor Doom.

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

        Two Fellows had been granted the privilege and the ignominy
of remaining behind to guard :
        The Harem - A privilege.
        The Prisoners - An ignominy.
        The Fellow guarding The Harem listened to the shouts and giggles,
laughing, moaning, cries of pleasure that were making him sweat despite
the fact that his body was adapted to the heat.
        Not longer after Justin had The Mental Discipline teleport the
entire Physical Discipline away, they'd started up in what sounded like
one massive, free-for-all orgy and he wished like hell that he could
go in there and join the fun.
        But they had a leader now and his orders had been specific, and
so The Fellow stood outside and tried not to tear his toga open with
his erection.

        Inside, Carol Danvers was rushing about, organizing all of the
women into a massive pile of legs, arms, breasts, cunts and asses.  They
were roaming all over each other, licking and fingering and stroking
and moving all about, the very feel of skin against skin a deliciously
erotic sensation.
        Separate from it all, as she had been her entire life, was Rogue,
getting hornier and hornier by the second.
        Just as Carol wanted.
        Turning about and sauntering towards the Southern mutant, Carol
Danvers smiled and squatted down in front of the incredibly sexy mutant
woman.
        "Why don't you join in, Rogue?" she asked with a sweet smile,
and slowly ran her hand down between her breasts, over her waist and
between her thighs, cooing softly at the delicious sensation.
        "I can't...." moaned Rogue, near tears as she furiously pumped
her fingers into her cunt and over her clit.  But it wasn't enough any
more, she needed the touch of another man! Or woman, or anything as long
it was someone else alive!
        "Do it, Rogue," whispered Carol, her face a hairsbreadth from
Rogue's own, her breath hot on her ear,"You know you want to, don't
deny your urges any longer.
        "I CAN'T STAND IT ANYMORE!" screamed Rogue, grabbing Carol by
the side of the head and pulling her face forward.  They locked lips
and Rogue's tongue squirmed desperately inside of The Avenger's mouth,
even as her power began to work.
        She tried to pull away, but Carol grabbed the back of her head
and made her hold the kiss, even as her powers and personality were slowly
drained away into Rogue.
        - At last! - Carol thought with vicious satisfaction, - At last
it's time to.... -
        "...kick some ass," finished Rogue, the same look of determination
on her face that had been on Carol's moments before.

        (*) Such places do exist, in Marvel Physics anyway.  In an old
issue of Uncanny X-Men, a creature called The Adversary sends Forge
and Storm to live on a world where there are no humans but themselves.

        End Marvel : Evolution 3. (1/3)

        Compliments, Criticisms and/or Requests to :

        dimitri_resides@yahoo.com