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