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
or try one of the following sites (THEY'RE NOT MY WEBSITES, THEY'RE NOT
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

        Marvel : Evolution 3. (2/3)

        The Fellow guarding The Harem was so distracted, so turned on
by the sounds and smells of the women fucking themselves stupid in an
incredible lesbian orgy that he never saw or heard it coming and thus,
never had a chance to adapt.
        Standing against the wall, trying to work up the courage to
look inside through the hidden window, he started in shock as two smooth,
beautiful hands smashed through the hard marble of the wall behind him
and grabbed him by the sides of the head.
        With sickening horror he felt something being drawn from him,
some indefinable part of who he was and with a roar of pure terror, an
emotion he hadn't felt since becoming part of The Physical Discipline,
he tore away.
        Inside The Harem, Carol Danvers, her mind and personality now
in control of Rogue's body, smiled and turned to look at the assembled
Harem Women.  They lay in a rough pile on top of each other, each of
them respected and powerful Super-Heroines staring at her with a deep,
enthralled lust.
        It had worked.
        The touch of skin to skin had enabled her to absorb enough of
The Fellow's powers to make her SEEM like a Fellow Of The
Physical Discipline to the other women.  It was their greatest desire to
please The Fellows, and now she was one of them.
        "Stand up, all of you!" Carol ordered from within Rogue's body.
        The last time that this had happened, Rogue had caught her by
surprise and absorbed enough of her powers to also absorb her personality
and leave Carol's real body a confused, broken down thing.  Carol had
warred with Rogue's own mind and personality for several months after
wards until a journey to The Savage Land 'cured' Rogue and then Professor
X had restored her own mind to her body.
        But in a case where the other personality was stronger, Rogue's
powers were also capable of acting in reverse and burying her
own personality under her victims.  Carol, prepared this time, had a much
stronger personality and her plan had succeeded.
        Ever since those scum-sucking bastards had raped her right in
front of a crowd in New York City and blasted her vagina with their
foul sperm, she'd been chemically addicted to it, unable to resist them
or any of the other women.
        But only a small number of people realized just how stubborn
Carol Danvers really was.  They didn't let wimps into The USAF by a long
shot, and just because her pussy was calling for sperm didn't mean she
wasn't trying to find a way to bust out.
        And now she had it, Rogue's body was hers to command and she had
a small army of super-powered Heroines at her beck and call.
        It truly was time to kick some ass.

        "My brother needs medical help!" roared Havok in a fury, sitting
inside the gladiatorial training arena where he and the other prisoners
were being held.
        "Be quiet!" snapped The Fellow guarding them, hating being trapped
here when the REAL fight was going on out in America, over the skyscrapers
of New York City.
        "I'll do what I can for him," said The Beast, who had
been relegated to a real prison in this time of crisis,"But without
proper medical equipment I can't scan him for internal injuries or broken
bones... I'll have to go on guesswork."
        There were 16 of them in the training ground, Havok, Cyclops,
McCoy, The Falcon, USAgent, Gambit, Angel, Skin, Colossus, Nightcrawler,
Wolverine, Forge, Madrox, Cannonball, Sunspot & Warpath.
        Angel and the Falcon had tried flying out but been blasted by
some kind of invisible forcefield.  Nightcrawler had tried to teleport
and just returned right back to where he had started from while Wolverine
was unconscious and had been since arriving in a flash of light all of
a sudden.  Attempts to awaken The Canadian Mutant had failed, which
worried them all, knowing how tough Wolverine was.
        A blood curdling scream suddenly ripped through the air, startling
them all, including The Fellow.  He twisted about and looked off in the
distance.  It had come from near The Arena, but what had it.........?
        He leaped aside as the bruised and bloodied figure of his Fellow
was smashed into the ground next to him, and only seconds later twenty
incredibly beautiful, nude women were rushing from behind The Arena and
charging towards him, well over three hundred yards away but closing
fast.  Some flew, most ran, and they all looked pissed off.
        They were Firestar, The Scarlet Witch, Tigra, Photon, Spider-Woman,
The Black Widow, Meltdown, Moonstar, Siryn, Meggan, Wolfsbane, Shadowcat,
The White Queen, Monet, Husk, Blink, Mystique, Shard, Sharon Carter
and, leading them all on, Rogue.
        The Fellow backed into the wall as they surrounded them, his
eyes darting about wildly for help from someone, anyone!  He was adaptive,
yes, but how could he face nineteen super-powered women with various
different  and one pissed off S.H.I.E.L.D Agent all by himself, with
not even The Mental Discipline to help him due to their current
concentration being on New York and the 'Final Battle'.
        "All right, girls," growled Rogue, sauntering her nude body
up to The Fellow and cupping his chin in her hand.  Carol had complete
control over Rogue's powers, unlike Rogue herself, and could turn them
on and off at will,"Let's see just how adaptive this son of a bitch
really is!"

        Justin stood on the roof of the tallest building in New York,
the former home of Dunac, and frowned at the sight of Doom's massive ship.
        "I don't like it," he growled,"Is he bluffing us by sitting there
and goading us to make the first move, making out he has some weapon
when for all we know he just teleported Insanis across The Universe?
Or does he really have a way to beat us?"
        "The Mental Discipline can't read his mind or even get a mental
image of the insides of the ship," replied Grey,"But if Insanis had been
teleported across the Universe, our collective mind would still be able
to read him.  The mind knows no conception of space, it just knows."
        "Very zen," replied Justin sardonically, then pointed at the
large ships that had come out of Doom's mothership and begun surrounding
the city,"But I know I don't like those, he's getting them into position
to do something and I want to know what."
        "I suggest a strike force against Doom's ship, if they fail to
break in than we know he has a weapon, if they get in we can get
information," suggested The Advisor.
        "A good plan," nodded Justin,"Also, I want a Fellow for each of
those lesser ships, send them to them, check them with their senses and
if they read clear, destroy them."
        "It would appear that the battle has come sooner rather than
later," Grey noted, pointing down below.  Their enhanced vision picked
up the sight easily, despite being several blocks away and hundreds of
feet down.
        Flying towards The Tower was close to three hundred Iron Men,
all controlled by The Vision, ready to take the fight to The Physical
Discipline.

        ThunderBase.
        ------------

        When Karla Sofen came to, their was a cock planted in her mouth
and another one slamming in and out of her cunt.
        Her eyes grew wide with shock and she tried to pull away, but
her body did not respond to her commands in the slightest.  A hand gripped
her face and turning her eyes up she saw with shock and disgust that
the man face fucking her was Techno!
        "Nice mouth babe, I told you your costume would look best next
to mine on the floor!"
        She made a muffled growl of anger and her mouth tightened, but
Techno grabbed her chin before she could bite it.
        "Ah ah! bad girl!" he laughed,"Now, I'm going to let go of this
pretty little mouth of yours, Karla, and when I do you're going to just
keep on sucking my cock, understand?"
        She glared at him, trying not to think about who it was slamming
against her ass, her legs spread wide on either side of her, on her
stomach with her large breasts pressing against the table they had it
on.
        - SHIT! - her mind screamed as the worst was confirmed, it was
Zemo's strategy table, where he worked out all his plans and no one was
allowed in Zemo's Quarters without his permission.
        SHE WAS BEING RAPED BY BARON ZEMO!
        "So," continued Techno with a grin, no biting, right?"
        She slowly nodded, looking ridiculous with a sour look on her
face and a cock inside of her mouth.
        He released her chin slowly and leaned back with a smile, and
she bit into his cock.
        Pain racked her body as an electrical feedback jolted her sexy
body about, Techno laughing outrageously.
        "I warned you not to bite it, baby!" he laughed, then reached
up and to her horror pulled his face away to reveal a metal one
underneath.
        Techno was a robot!?!
        "I got tired of the inefficient lump of flesh my mind was trapped
in," he laughed,"So I transferred my consciousness into a robot body and
put some synthetic skin over it, pretty cool, huh?"
        And with that, he grabbed her by the head and started fucking
into her face again.
        She strained her body in vain, trying to escape the rape of her
mouth and most especially her cunt by these two men whom she'd always
found to be pathetic, their inventions and plans obvious compensation
for sexual inadequacies or perhaps even homosexuality.... she'd always
thought that Zemo secretly had a thing for Captain America but now here
she was, getting raped by him.
        "No, no," growled Zemo, stopping his cock's thrusts into her
and reaching down to grab her firm, rounded ass,"I want to see her face
as I take the bitch!"
        Techno, his face replaced again, saluted with a sharp smile
and pulled his cock from her mouth, no bite mark even visible.  Karla
was turned about and with a groan she saw Zemo naked before her, only
his face covered up by that stupid, wretched mask.
        He lifted her up and lowered her onto his cock, putting his
hand over her mouth before she could say anything, and then
began pumping in and out of her again, smiling cruelly beneath
the mask as he raped this women who'd so often called his manhood, his
intelligence and his right to rule into question.
        He bounced her up and down on his cock, her body still refusing
to answer her demands, some trick of Techno's no doubt.  He gripped
her ass firmly in his hands, laughing as he bounced her up and down
on his cock, grinding her cunt back and forth onto his cock as
her large breasts jiggled and bounced about on her chest.
        Zemo held onto her rounded ass with both hands,  his
eyes alternating between looking at her shocked, disbelieving face to
looking at her large, jumping tits to looking at his cock as it plunged
in and out of Karla's blonde pussy, his shaft glistening with her own
juices.  That bastard Techno was probably using the same pulse device
that was supposed to have knocked out Hawkeye to render her harmless,
she just prayed that her own mind could control any arousal that device
might create in her.  She did not want Zemo to think she was enjoying
this, she had to find a way to stop him.
        Techno watched Meteorite's hot ass bouncing up and down, waiting
for the moment when Zemo would move his hands up to her hips.... which
he did!
        The now synthetic life form grinned happily, listening to the
low moans of pleasure that were being involuntary ripped from Meteorite's
protesting mouth, muffled by Zemo's hands.  The wet, rhythmic slapping
of flesh on flesh told him that Zemo had his rhythm now, and Techno, his
cock wet with Karla's own saliva, took his chance.
        He moved forward along the table and quickly spread Karla's round
asscheeks apart, positioned the tip of his penis against the super-villains
puckered anus.  Karla moaned in denial at the idea of being raped up the
ass, knowing that she could do nothing to prevent it and hating that most
of all, her inability to fight back in any way.
        With a deep, animalistic cry, Techno lunged forward and buried
his prick inside Karla's hot, buttery asshole, slamming right to the
base against her hot ass.
        Karla screamed against Zemo's hand, the sudden intrusion of a
hot, hard cock up her butthole sending a chilly wave of sensation through
her body.  She cursed her slight medical training, she knew a lot about
the body and knew that the pain of having her ass fucked would release
endorphins throughout her bloodstream and that, coupled with Techno's
pulse wave, would send waves of pleasure throughout her body and shut
down the part of her mind that dealt with pain and trauma.
        They were going to make her cum.
        She groaned in disbelief that this could be happening, all because
of that bastard Hawkeye.  Then, as Techno began to match Zemo's speed and
tempo, her cries of disbelief and anger became moans and groans
of pleasure as a stupefying wave of pleasure rushing through her mind,
making her feel giddy and detached from reality.  Their countering thrusts,
one up her ass as the other pulled back from her cunt, then the other
slamming back in to her pussy as the one pulled back from her ass, set up
a constant bombardment of sexual pleasure that pushed her right over the
edge into a humiliating orgasm.
        Zemo pulled his hand from her mouth as she came, squealing in
pleasure as she rocked her ass back and forth onto the two deeply fucking
cocks,  humping against each of them in mindless lust.  Her cunt and her
asshole convulsed and spasmed in orgasmic ecstasy and her conscious,
protesting mind was shut out by her body's desire for pleasure over
pain.
        All he'd wanted was to humiliate Meteorite, and as she came in
a screeching orgasm, Zemo felt his own body pushed over the top by his
complete domination of Karla Sofen, coupled by incredible contractions
of her cunt around his prick.  With a savage, vicious thrust up into
her cunt, Zemo came hard, blasting her pussy with his sticky, thick
ropes of sperm.
        Meanwhile, Karla's asshole had driven Techno completely barmy
with desire and he too ejaculated, blasting her bowels with a synthetic
oil that simulated ejaculation as the neuro-receptors running throughout
his body fed the pleasure to his brain.
        After Karla had calmed down, Techno pulled his cock out of her
ass with a wet, popping noise and, with a grin, wiped his sticky cock
off on her deliciously curved posterior.
        He rolled off of the table and Zemo lowered Karla's trembling,
sensitive body down, pulling his own cock out of her and smirking in
contempt down at her.
        "Just a woman, after all, Karla," he growled,"Just another cum
bucket for your superior."
        He stood up and moved to take a shower, then stopped and turned
to face Techno.
        "By the way, The Thunderbolts are finished, we wait now to see
who survives the battle between these Physical Discipline fools and the
so-called Heroes, then we swoop in and destroy them as well."
        Techno just saluted with a grin as Zemo moved off to the shower.

        New York City.
        --------------

        The night was lit up with light as explosions ripped through
the air high above the ground.
        Fellows Of The Physical Discipline, fighting opponents that
were equipped with a variety of weapons and controlled by a being whose
mind could not be read, found they had to rely on their reflexes and
adaptiveness to overcome their enemies, without the benefit of The Mental
Discipline to help them.
        Still, they outnumbered the Iron Men by nearly two hundred, and
the battle was going their way.
        Until Doom's ship opened up and four hundred Doombots had flown
out to join the fray.
        The streets for blocks around were deserted, both the civilians
trying to get Law & Order back and those who had embraced the new chaos
staying well away from the huge battle going on in the skies far above
them.
        Buildings were destroyed, explosions sent shockwaves of sound
rippling through the air and the battle stayed about even.  The Fellows
were better fighters than the robots they faced, but they had taken the
battle itself as an affront to their superiority and were determined
to defeat each and every last robot by themselves.  They did not work
well as a team, despite The Mental Disciplines urging to do so as they
telepathically transmitted Justin's orders.
        He would order a group to flank a large collection of robots,
and arguments would break out over who would join the flanking movement,
by which time it was too late.  He could not make an example as he had done
with Dunac because he needed every Fellow that there was to fight for
him, and so his brilliant strategic plans were all for naught, much to
his fury.

        Several blocks away, Reed Richards fitted the Phase Variance
Rod to it's power coupling and nodded in approval as the blue domes on
either end lit up.  He'd fought long and hard with City Hall to get
permission to install the rods, having to convince them that they posed
no threat of any kind.
        He stood in the broken rubble and debris of the basement of what
had once been a Police Station and watched the explosions and flying
figures far in the distance, hearing the dull thuds and booms and wincing
every time a figure fell from the sky.  The chances were, it was an Iron
Man or a Doombot.
        And what about Doom? What was his plan?
        Reed looked about at the floating ships that could be seen dotted
around the city.  His mind worked overtime, thinking of possible answers
and trying to think off a pattern that the ships might be in.
        But there seemed to be no pattern that he could see, unless of
course you added another ship to the middle of the circle and.......
        His eyes widened as he realized what Doom was planning,
and forgetting his own instructions he left the rod behind and rushed
for The Fantasti-Car.

        Grey concentrated, then smiled as he stepped backwards, leaving
the astral shell of himself standing next to Justin.  It was a psychic
construct, an extension of his own mind and thus he would be capable of
answering questions, holding a conversation and even fighting, all from
a far off distance without ever actually being in danger.
        He floated away, unseen by any of The Physical Discipline, and
quickly left New York City.
        He didn't doubt The Physical Discipline would win, but it always
paid to hedge your bets.  If they lost, he would be out of the city, if
they won he would have always 'been' there anyway.
        A win-win situation.


        Reed checked the Phase Variance grid on the Fantasti-Car's monitors
and nodded grimly, all the rods but one were now in place but
one.  Spider-Man had the furthest to go but would be there
soon, according to the homing beacon that was set into his psi-suppressor.
        He flew up towards Doom's massive ship, shaking his head in
disbelief at the scope of what his nemesis was possibly planning on
doing.  If he was right, and those floating ships were Energy Absorption
Modules, then he had to get on-board Doom's ship straight away.
        "Victor," he snapped, opening a wide-beam message on all possible
frequencies,"Open up, right now!"
        Doom did not take kindly to ultimatums, but he had obviously
been expecting Reed as a large panel shifted on the massive ship and
Mr. Fantastic flew The Fantasti-Car inside.
        He stormed through the corridors, ignoring a Doombot's orders
to follow him.  He and Victor shared remarkably similar minds, the only
real distinction between them a lack of morality on the latter's part.
It was a well acknowledged fact that they were the two most intelligent
men on the planet, and he often lamented that they should have been put
at odds when they could have accomplished so much together.
        And so it was that he knew exactly where he was going, the ships
layout just like as if he had created it himself.  The doors opened
before him, showing that he was expected and only several minutes after
docking he entered the main Flight Chamber, where he discovered Doom
waiting for him.
        Reed cast a quick glance at The Monarch's companions.  Rick Jones,
Marlo Chandler-Jones and Betty Banner, joined by the last person that
Reed had wanted to see.  Bruce Banner, The Incredible Hulk.
        "You're actually going to do it, then," Reed said, shaking his
head in disbelief as he turned back to Victor,"Are you mad!"
        "Quite the contrary, Richards," replied Doom calmly, as Hulk
shrugged at Rick's silent question off 'what was that all about?',"Doom
is most assuredly lucid, and the last hope for this City and indeed, this
world."
        "You'll kill millions!" cried Rick, making The Hulk narrow his
eyes,"A Gamma Wave of this magnitude will destroy the entire city!"
        "Precisely the point," replied Doom, sipping at his brandy as
he turned to watch the monitors, which were showing the progression of
the battle between The Physical Discipline, The Iron Men and the
Doombots,"The City and with it, all the abominations of this so-called
New Humanity."
        "A Gamma Wave?" growled The Hulk,"You never said anything about
a gamma wave....."
        "Quiet, Dr. Banner," growled Doom,"Doom did not request that
you speak."
        "Now just a second, Doomy!" growled The Hulk, stepping forward
angrily,"I signed on to help you design a Counter-Diosys and Rick told
me you found one, that's how you beat Insanis!"
        "Doom had a Counter-Diosys from the day you arrived on Asteroid
M, buffoon," (*) replied Doom angrily, as if irritated to have to explain
what should have been obvious,"It was simply a matter of finding a chemical
compound capable of adapting on a scale the same as or higher than The
Diosys itself."
        Bruce's eyes widened and Reed nodded grimly.
        "A DNA sample from The Incredible Hulk would give you that chemical,
wouldn't it Victor? And after that it's a matter of introducing the two
chemicals together...."
        "They try to adapt to each other, adapt and adapt to each adaptation
until basically they adapt each other out of existence," growled The Hulk,
finishing for Reed,"So you're going to send a wave of Gamma Radiation
infused with my biological DNA and kill millions upon millions of people
so that you can wipe out 500 people!"
        "The needs of the many outweigh the needs of the few," replied
Doom, sending a chill down Reed's spine as his own thoughts from earlier
were echoed,"Countless billions across the entire Universe will be saved
by the sacrifice of a few million, well worth the sacrifice."
        "Well you can forget that bullshit, mister!" snapped Marlo suddenly,
tired of having held her silence for so long,"We're not going to let you
do it!"
        "And how do you plan to stop me?" asked Doom, a light mocking
tone in his voice,"Doom need only flick a switch and the Gamma Wave will
explode, destroying The Physical Discipline and their Mental Discipline
allies, whom it can be sure are even now looking for ways past this ship's
psi-suppressors.  Which is why I have held my silence on how Insanis was
defeated until now, for fear The Mental Discipline would discover and
find a way to adapt."
        "Victor," warned Reed, holding up a tiny square box with a small,
red switch on it,"I WILL stop you."
        Doom smiled beneath his mask and held up his armored gauntlet.
        "You are welcome to try, Richards, it may prove an amusing diversion
till the Gamma Wave is ready."
        Reed sighed, wishing there was another way, then flicked the
switch at the same time that Doom fired a strange vial from his gauntlet
into the ground.
        The explosion was very, very loud.


        Spider-Man dropped to the basement floor and looked about, at
last spying the power coupling.  He grinned beneath his mask, looking
forward to getting back to Four Freedoms Plaza once this was all over
and taking Mary Jane home.
        He lifted the rod up, ready to slide it into the power coupling,
and a second later was lying on his stomach, blinking with pain as his
back screamed in agony.
        "Hello, Spider-Man," chuckled Lupus, gripping him by the head
and chucking the rod with disinterest into the shadows of the corner,"Do
you remember me?"


        Before Justin's startled eyes, a huge wall of fire exploded out
from one side of Doom's ship, leaving a giant, gaping hole inside of
it.
        At the same moment, the remaining Doombots froze, hung suspended
in the air for a moment, then dropped hundreds upon hundreds of feet to
the ground below.
        Instantly Justin's telepathic orders were followed as The Fellows
sensed victory near.  They completely overwhelmed The Iron Men now, and
they howled with victory as more and more fell to the ground, smashed
and beaten by The Fellows.
        "It is victory!" roared Justin, slapping Grey and The Advisor
on their backs, having no inkling that Grey was not really there,"IT
IS VICTORY!!!!"
        A huge bolt of lightning smashed through the air before the
tower, sending the flying Fellow's spinning uncontrollably through the
air and knocking Justin and The Advisor onto their asses, though Grey
managed to keep his feet.
        "I SAY THEE NAY!!!!" roared a voice in indignant fury, and Justin
looked up into the face of his worst nightmare, floating in the air only
twenty feet away.
        Thor had returned.

        (*) Back In Herald Of Armageddon, The Hulk is thrown into orbit
and finds his way to Asteroid M, where Doom has begun his preliminary
studies into The Diosys.  Available upon request
from : dimitri_resides@yahoo.com

        End Marvel : Evolution 3. (2/3)

        Compliments, Criticisms and/or Requests to :

        dimitri_resides@yahoo.com