King Rex

The Justice Club


By AbsMan420


"We have to stop him."

There was an uncomfortable silence at the table as everyone contemplated the words they'd always feared. Not just that they had to take down one of their own, but the greatest and most powerful of all. Superion.

The Purple Power was the first to voice his thoughts -- even though the Psychic Saturnian already knew what they were -- only Night Owl could successfully evade the Saturnian's telepathic probes. "We're supposed to stop Superion?" the Purple Power asked, sarcastically. "'Turney, I think you've got a screw loose in that big blue head of yours." With his ring, he made the energy take shape of a purple screwdriver slowly spinning next to the Saturnian's forehead.

The Psychic Saturnian gave him a level look. Truthfully, the Saturnian had preferred Guy Jordan, the former Guardian of the Ring, and missed his wise insights, his respect. This new Purple Power was every bit the brash upstart, and demanded rescue as often as he saved the day. Truly, he had great potential, but did the Saturnian have the patience to make him realize it? Listen to him -- the boy made fun of the Saturnian's skin color!

Perhaps he'd end up as useless as Speedster -- another hero who'd inherited a mantle he hadn't earned. He'd been the original Speedster's sidekick -- with the unfortunate moniker of "Kid Speedster" -- until the Crisis, when the Original sacrificed himself for the good of the Universe. The boy ultimately adopted the costume and promised to live up to the reputation of his predecessor.

So far, he'd had little success. He sat there now looking at the hologram of Superion that was illuminated in the middle of the meeting table, trying to pretend he wasn't looking at Superion's human genitals -- the Saturnian sensed an unspoken shame in the boy about this -- the boy's attraction to the hyper-masculine Superion obvious even if one wasn't a psychic.

Human sexuality mystified him. Within his own race, each individual contained both sexes -- sexual contact not for play, or enjoyment, but simply for the purposes of procreation -- so the very thought of guilt or shame when approaching another with sexual intentions made little sense. Still, the Psychic Saturnian -- a shape-changer -- had chosen to take the form of a man, not a woman, when he'd settled on Earth, instead of displaying his true Saturnian-form. Had he done that intentionally? Well, he rationalized, humans were confused enough.

"What's happened to him?" asked Speedster, though his sub-thoughts read, "Why couldn't that kind of stuff ever happen to me?"

The Saturnian crossed his arms before his own big chest -- in point of fact, in the shape he'd adopted when he came to Earth, his musculature had been bigger than Superion -- before this -- whatever it was that had happened to him -- whatever it was that had made him grow to the proportion he sported now. At first, the Saturnian had suspected Red Superionite -- that glowing rock from Superion's homeworld -- but the effects of Red Superionite usually wore off after a day or so. Superion had been like this for weeks.

"He's become quite a big boy," the Saturnian said. "Remember though, that Superion is from another planet. We can't rule out the possibility that his species goes through this kind of growth-period naturally."

"Does his species turn queer, too?" the Purple Power sarcastically slipped in. "Hey, I'm all for showin' off the bod," he said, indicating his own sleek, muscular build wrapped in its one-piece, purple bodysuit, the Purple Power logo stretched across his tight chest, white piping accenting his slim musculature, "but he's barely covering himself. What has he done to his costume?"

"I don't think exposing flesh is evidence of sexual orientation," said the Saturnian, his own upper-body bare but for criss-crossing red suspenders.

The Purple Power winced slightly. "Sorry, Turney," he said. "Present company excluded, of course."

"Thank you."

Speedster spoke up. "If I had a body like that, I'd wear that little, too."

The Purple Power snorted. "My point exactly."

"As I say," the Saturnian said, interrupting them before they got out of control -- again! -- Damn juveniles! -- "Superion's sexuality is not our concern. Simply put, it's none of our business. What is our concern is evidence linking Superion to the recent wave of jewel thefts." He leaned on the table, to show his seriousness with intimacy. "Law Enforcement wants to question him. And if he chooses not to cooperate," the Saturnian said, almost whispering, "they need us to be the ones who bring him down."

"Is the evidence really that credible?" Purple Power asked, as much in shock as any of them. "I mean, come on, this is SUPERION we're talking about. There's a mystery here, and let's face it, none of us are equipped to handle that kind of thinking."

"What do you suggest?" the Saturnian asked, even though he already knew what the Purple Power was going to say. In his mind, he'd already agreed and was on the way to send the message.

Purple Power looked him in the eye. "We need a detective," he said. "And not just any detective, we need the world's finest detective. We need Night Owl."

"Agreed," said the Saturnian. "If anyone can get to the bottom of what's happened to Superion, it's Night Owl. I'll send the message immediately." He tapped the table in a short cadence. "Dismissed," he said.

They left. The Psychic Saturnian went to the communications room -- the Purple Power took off, late for some date with one of the many women he juggled -- so alone, Speedster -- not KID Speedster! -- sat at the meeting table, looking at the hologram of Superion, his gigantic muscle, his heavy package.

Speedster's hand was a blur as it ran up-and-down his dick at super-speed.


Getting to Capetown hadn't been as inconvenient as she'd thought it would've been. She still had plenty of bank from the ruby-job last month, so she'd indulged, flying first-class and setting herself up nicely in a suite at the Hampshire. Carrying Eartha with her proved to be the only difficulty -- but with enough cash, even a cat can be treated like a human being. Eartha had lain in the seat next to her and had purred the whole way.

Now, with the beautiful bay windows open over the evening sky-line, she slipped into the leather pieces that formed her costume, the cool breeze hardening her bare nipples. Just putting the costume on would bring her to the edge of orgasm -- another trait she shared with Night Owl -- so she always dressed as slowly as possible. A ritual, with candles lit and incense burning, her cache of jewels exposed and glittering, so that she didn't just dress as Kitty-Kat, she BECAME Kitty-Kat, each piece, when sewn into place, bringing her a little closer to her true-self.

Night Owl would probably understand that, too, she idly thought, though she'd wager that his transformation took a lot less time. Probably hopelessly masculine, clean and linear -- probably somebody dressed him -- probably a butler. She chuckled at the thought, so deep in her throat that the sound could be mistaken for a purr. His need for his super-hero persona seemed manic and obsessive, while hers was mostly indulgence, and oriented toward business. She CHOSE to be a cat-burglar, he was DRIVEN to be Night Owl.

And now, something was terribly wrong with him. Not just his body, which had somehow grown beyond possibility -- bigger than even Dominator, the wrestler-turned-hitman who'd broken Night Owl's back, himself pumped up on the super-steroid Venomite -- but also the sudden, drastic change in Night Owl's sexuality. Though Kitty-Kat approved of the leather pants and harnesses, she frowned on his new patrol area. Crime may have been down in the queer district -- that was all well and good -- but Night Owl was a little more friendly with the natives than she thought he should be. She'd watched him go into the leather bar there -- the Windy City Eagle -- more than once. Sometimes, with Wonder Boy in tow, holding on to the back on Night Owl's utility belt, as if he were no more than a clip-on attachment himself.

Who the hell had done that to him? More importantly, who the hell had taken him away from her? As Kitty-Kat slipped the leather-hood over her head, attaching it to the shoulders and breast piece, she swore to find out, and defeat it. She would have the real Night Owl -- HER Night Owl -- back. No matter the cost.

She'd come to Capetown to find an ally. On the way, she'd seen a news-clip about Superion. He, too, had altered his image, gaining obscene amounts of muscle weight. The same as Night Owl -- although the world clearly didn't know about Night Owl -- he was far less media-friendly than Superion -- or they would have mentioned it on the news. According to the vid, Superion was being sought in connection with a series of unexplained jewel thefts. The tiniest bit out of character, she thought. Obviously, whatever had Night Owl in its power, had Superion, too. It was only a matter of time before that whatever made it's move.

She'd come to Capetown to find an ally -- a female ally. She sought Amazon Woman, herself perhaps second-only to Superion, gifted with the power of the ancient Roman Gods, a warrior of unchallenged skill within a woman of remarkable beauty. Unfortunately, Kitty-Kat had no means of direct communication with the Roman Princess -- Kitty-Kat, even though she always managed to be on the side of the heroes in major, universe-threatening conflicts, was considered a vigilante in daily life, outside the law, a "bad-guy."

Since Kitty-Kat wasn't a member of their precious Justice Club, and she didn't have one of those nifty little communicators, she would have to get Amazon Woman's attention the old-fashioned way.

She slipped into the night, headed for the Capetown Museum of Antiquities, where Amazon Woman often lectured -- and coincidentally, the second Chaste Diamond was being displayed. It would look wonderful next to the first, which already sat on her mantle. Well, she thought, business and pleasure. It would be a shame to get all dressed up and have nothing to do.

Kitty-Kat snapped her whip onto the flagpole of the building next to her and swung-off, displaying the casual elegance of a woman used to gymnastics at night.


Switching the channel off on the communicator console, His Majesty, King Rex the First, Inheritor of the Lightning, leaned his mass back into the chair -- which groaned with the effort -- lost in speculation. Without paying much attention, he idly bounced the halves of his chest as he often did when he was thinking, causing the golden-metal lightning symbol of Captain Thunder to shift along with them. He still didn't understand that -- the armor was like a part of his skin, fluidly moving along with his muscle, but felt like metal to the touch, with its inherent strength -- however, since it was a symbol of the additional power he now possessed, he accepted it.

The mystic lightning he'd stolen from Captain Thunder had enacted many changes in him, none the least of which was the constant buzz of energy, the tidal wave of power that he battled to contain. He felt amazingly good all of the time. Always fresh. Never tired. And believe it or not, at first, that worried him. He would purposefully try to sleep, certain that he needed to dream, but always unable, lying in bed awake like he'd just chugged a pot of coffee.

Finally, he'd learned a technique, a way to rest. He'd lay in bed and fall backwards into his power, a pool in his mind. He'd close his eyes and ride the waves of pleasure and strength that coursed through him. He'd lose himself to it. He'd surrender.

And in those moments, he would rest. And he would dream. He would fly through his subconscious, his symbolic mind sorting itself out, his dream-self unanchored by his mass. Finally, he would float to consciousness, renewed, refreshed, finding Superion, his helplessly-loving mate, ready and anxious for His Majesty's pleasure, the King's powerful fuck.

And how Rex loved to fuck Superion! He could unleash his full power -- no need for restraint or care, like with his normal, human subjects -- Superion couldn't be harmed -- so, they fucked with abandon. And Superion liked it rough, too. More than once, accompanied by Superion's deep cries of "Harder! HARDER!" Rex had fucked Superion right into the ground.

Making superheroes his subjects had been a stroke of genius. Useful in so many ways, recruits were practical -- and each superhero seemed to come with his own complex sexual back-story, so they were interesting as well. Still, the time for subtlety was obviously over. They were on to him. The damn Justice Club. Only a matter of time, he supposed. They stuck together tighter than cops.

Night Owl had just called, informing Rex of his communiquŽ with the Psychic Saturnian. Apparently, there was some suspicion about Superion's involvement in the recent jewel thefts, and the Justice Club had been charged with bringing Superion in. Well, Rex thought, when the world sees what's been done with those jewels, the diamond throne that Superion has crafted from them, perhaps they'll be more forgiving. After all, wasn't someone of Rex's power deserving? Superion was only answering his nature.

It seemed as though a confrontation with the Justice Club was inevitable, which meant that Rex should make the first move, and at least keep them on the defensive. He really didn't want to battle them as a group, though between Superion and himself, sheer strength was well in his favor. So, he would if he must. Rex's powers were far more effective for one-on-one attack, especially if his goal was conversion. And he wanted the superheroes on his side before he made a grab for national control.

Though even there, he was making considerable progress. That morning, a report from Johnny J -- the security guard Rex transformed the night he first met Superion -- confirmed ninety-five percent domination in the three target gyms where they continued to test the conversion drink, the "Cycle One."

That had been the other effect of the mystic lightning. Rex's cum had been strangely, uniquely energized, and ingestion by another would almost immediately transform them the way Rex used to do by hand. Drink his cum, and they would morph into his perfect subjects, adding to his strength with their added worship.

How entertaining then that his subjects had found a way to dilute it, mixing his jizz with honey and water, extracts and natural preservatives, bottle it, and test it on an unsuspecting public, showing almost complete dominance in all three target gyms. "Cycle One," Rex laughed to himself. "To think I named it after dog food."

Still, loyal dogs were what he was creating. And by diluting his cum, the transformation slowed considerably -- usually complete within an average of ten servings -- and, as the tests were confirming, a far more sensual and erotic experience for the subject, creating a far more complete conversion to His Majesty, King Rex.

Maybe there was a way to turn that to his advantage with the Justice Club. The halves of his chest bouncing back and forth, Rex lost himself in plotting, and finally played with his growing cock as he imagined his victory.

When he finally shot, secure with his plan, he was careful to catch each drop in the tankard he had with him, emptying the water it had contained onto the floor, then filling it to the brim with his own liquid.

Before he left the communications room, he put out the call to assemble the troops.

The Justice Club was as good as his.


The "Breep!" from the communication console brought the Saturnian out of his meditative state. He hoped that it was Night Owl, maybe with an actual plan to take down Superion. Unfortunately, being psychic didn't make him precognitive, so all he could do was hope. Truthfully, Turney hoped Superion wasn't guilty, only because the Saturnian didn't think that the Justice Club, at its current strength, could triumph against him, much less survive -- Speedster, the Purple Power, Captain Thunder -- though no one had heard from the good Captain in days -- all young heroes. He'd put a call in for Amazon Woman, but she wasn't responding, either. And of course, the Atlantean -- that gill-bearing leader of the underwater civilization of Atlantis -- only showed up when and if he felt like it. If Superion had gone bad, there might not be an adversary in the world who could make a dent in him -- ESPECIALLY if he'd really put on all that muscle. Just what someone with super-strength needed -- more size.

Hitting the blinking button on the console, he said, "This is the Psychic Saturnian."

"Turney?" came Night Owl's raspy, deep baritone. "This is Night Owl. I have in my possession the element we discussed."

The Saturnian actually sighed -- relief, luck was on their side -- "Excellent, Night Owl. Good work. Shall I send someone for it?"

"No, no," came the voice. "I'm on my way to bring it to you. Something this delicate shouldn't be handled by the inexperienced, if you know what I mean."

The Saturnian smirked. He did. He'd rather not place the fate of the world in the hands of Speedster or the Purple Power. Better that Night Owl came there, ultimately. Even if, in truth, the Saturnian didn't really LIKE Night Owl -- Night Owl being the only human that had ever been able to evade the Saturnian's telepathic powers -- and it made the Saturnian uncomfortable. "Understood," he said. "What's your ETA?"

Static on the line, then Night Owl's voice. "I'm about a half-hour outside of the Justice Club. I'll see you in a bit." There was a pause, then Night Owl continued. "Turney," he said, "there's something else. It might actually be something that plays in our favor. I've learned something about the element I'm bringing to you. I don't want to say what over the line -- who knows if he's listening? -- but there seems to be a positive spin."

The Saturnian smiled, and even though Night Owl couldn't see it, he could probably hear the relief. "I'm glad to hear that," he said. "I'll see you when you arrive. Saturnian out."

Turning the channel off, the Saturnian returned to his meditation. Night Owl had the Green Superionite, the radioactive rock from Superion's home world -- the Mighty Superion's one weakness. Exposure to the glowing chunk of metal would bring Superion to helplessness -- sustained exposure would kill him.

Well, thought the Saturnian, I'd hate for it to come to that, but if we can't stop him, we might not have a choice.


Getting the diamond hadn't even been a challenge. Maybe they had fewer supervillians in Capetown -- it boasted the worst weather in the nation -- than in her own Windy City, but KittyKat was almost disappointed with the ease of her theft.

Then, as she made her obvious way across the roof for her escape, she heard a voice behind her, female, but deep in pitch and heavy in accent. "It will be my honor to battle a fellow woman this night it seems, for the possession of a bauble to which she has only thief's claim."

KittyKat turned, taking in the muscular woman, her height, her beauty. How could she possibly fight with breasts that big? Yet there she was, Amazon Woman, with her overly-developed muscles, her overly-developed breasts, that little outfit she barely stayed in, and her battle armor. In strength alone, she was second only to Superion, and that power radiated from her. KittyKat wouldn't stand a chance. Her only recourse would be to run, and hope to ditch the Amazon, except today, she wanted to be caught.

"I don't wish to battle you, Amazon Woman," KittyKat said, pulling the big diamond from her velvet bag and holding it out. "I only wanted to get your attention. Here, take the rock, as much as I'd love it. As much as I have the perfect shelf for it."

Amazon Woman strode forward, somehow graceful and purposeful at the same time. Taking the diamond from KittyKat's hand, she said, "There are better ways to get my attention, Kitty. Legal ways."

KittyKat shrugged, her own ample breasts lifting in the gesture -- her nipples were rock-hard in the chilly-breeze off the Capetown Bay.

"You have fought by my side many times, KittyKat," Amazon Woman said, always given to pompous speeches. "And that without this..." --she tossed the diamond in her hand -- "...DIFFICULTY you have with taking things that don't belong to you, you would be a hero of the greatest level. I am honored to fight with you if the cause is just. Now tell me, why do you seek an Amazon?"

"Because you're a woman," KittyKat said quietly, seriously. "And because the problem is with the men. I seek you, Amazon Woman, because only we can stop it!"


He was meditating when he heard Night Owl's voice. "Turney?"

The Saturnian came back to a conscious level almost immediately. He hadn't sensed Night Owl's approach at all -- nor had the security system -- how does he DO that? When the Saturnian opened his eyes, the room was dark, heavily shadowed from the pale, dusk light. Night Owl was nowhere to be seen, concealed in the darkness. "Night Owl?" the Saturnian asked, trying not to be obvious about scanning the room.

"I didn't think it'd be quite so easy to sneak up on you," said Night Owl hoarsely. He sounded as if he were behind the Saturnian. When the Saturnian turned to face him, Night Owl's voice came from somewhere else. "I have the Superionite," Night Owl said, and the rock appeared from the shadow, clinking down on the floor next to the Saturnian's foot, glowing green. "And interesting information, too," came his voice, this time from the opposite area than where the rock had appeared. Games, games, games. Superheroes -- especially Night Owl! -- and their fragile psyches.

"Something that will help?" the Saturnian asked, standing still, finished with this game of hide and seek.

"Quite possibly," said the husky voice in the shadows. "It turns out that the Superionite would have an unusual reaction to your Saturnian physiology. Due to something genetically-related to your ability to change shape, if you were to ingest the Superionite, your cell-structure would mirror the effects of it, making you a living Superionite battery."

"That's amazing," the Saturnian said, holding the rock in his hand. The warm glow felt odd. Like it was alive.

"Yeah," came Night Owl's voice, almost pleased, so rare for him. "It might be the thing that saves the world. So I say, down the hatch. By my calculations, it'll take about thirty minutes for your system to assimilate the element, and that's just enough time to gather the troops. Then we launch an offensive and do what we must with Superion."

The Psychic Saturnian studied the glowing Superionite -- he'd never seen the element in a chunk this size -- the one piece he knew of had been fashioned into a ring, worn by the ego-centric, multi-millionaire business-man Dex Deadly, and that stone was barely bigger than a dime -- still, Dex's ring had brought Superion to his knees more than once. Imagine what a chunk the size of the one in his palm could do -- this a little bigger than a marble -- and then magnify that by the comparative size of the Saturnian. Now, that's power!

"You're certain of this," he called to the shadows, to the still-hidden Night Owl. "You're certain the element mixed with my physiology will have this effect?"

He heard Night Owl's sigh. To the right, then his voice came from the left. "Turney," he said. "There's only one way to find out. And if not, we'll get the rock back eventually."

"A joke?" said the Saturnian, turning slightly toward the voice. "Isn't that a bit out of character?"

A smirk, a gruff laugh -- from behind him again! Damn that guy! "Down the hatch, Turney."

One last glance at the rock, one moment to imagine over-powering the Mighty, Sanctimonious Superion with as little as a single punch, and the Psychic Saturnian popped the stone in his mouth and swallowed it down with a simple gulp. It left behind the aftertaste of salt. He smacked his lips. "Tasty," he said.

The overhead lights suddenly flared on, surprising him more than anything else -- Night Owl was always one to prefer the shadows -- perhaps he wanted to observe whatever was to happen to the Saturnian. Always a scientist, a gadget-man.

Then he saw Night Owl, standing by the light switches. He could barely comprehend what he was seeing. Night Owl was hugely muscular -- similar to recent vids of Superion -- blown up into ridiculous proportion. The Saturnian's first thought was, "How did he sneak around this room so silently, he's gigantic!"

Night Owl's heavy muscle was barely held by a pair of black leather pants, a codpiece that would seem comical in its size if it wasn't obviously stuffed full, his cape and cowl. His upper body was bare, but for the Owl-Shield on his chest attached to a black leather harness, exposing his bulbous pecs, his generous nipples, and his rock-hard eight-pack.

"What's happened to you?" the Saturnian asked, his confusion evident.

Night Owl smiled -- smiled! -- unfamiliar lines creasing his stubbly square chin -- and said, "The same thing that's happened to Superion. The same thing that's about to happen to you."


Night Owl crossed the room toward him, still smiling. He was remarkably graceful for such a big man. "That rock you just ate," he said, his gesture exposing his huge arm, barely wrapped in a leather biceps band, "it wasn't Superionite. It was just a candy shell, with surprise filling."

The Saturnian sounded angry, but in truth, he was afraid. "What are you talking about? What was in it?"

Night Owl's smile was downright scary. "It was filled with the cum of His Majesty, Mighty Rex, King of Thunder!" Was he imagining it, or was Night Owl budding an erection? "It will transform you, the way it has me, and Wonder Boy, and Superion, and so many like us. It will make you another loyal subject of His Majesty, King Rex."

"Great Gods of Io," said the Saturnian, his voice quivering, "what have you done to me?"

Night Owl pulled out his Justice Club communicator and said, "Let's call in the troops and find out together." He depressed the emergency button. The signal sent.

They'd be here in moments.

The Psychic Saturnian felt a strange warmth growing in his stomach.


Superion posed before Rex in a thong made from one of his old "S"-Shields, hoping for permission to wear just that and his cape for a costume now. Of course, the golden wrist-bands he wore to mirror His Majesty would always remain, but Superion felt more comfortable the less he wore, and with this thong, all of his gigantic musculature was exposed. And the Superion "S" was plainly evident as it stretched across his mammoth package.

The Justice Club communicator on Superion's belt beeped before he could really give His Majesty a show, and though that meant Rex's plan was in motion, Superion still sighed his disappointment.

Rex smiled. "Right on schedule," he said. The screen next to his throne suddenly lit with a communication from Night Owl. Rex hit "return," bringing Night Owl's scruffy, but handsome face onto the screen. "Hello, Night Owl."

Night Owl was all business. "Hail, Majesty," he said, the line a little fuzzy with static. "Step One is complete. The Saturnian has ingested the seed and the emergency signal has been sent. We have approximately three minutes before the first of them arrives."

Superion clicked off his own beeping Justice League communicator. "I just received the signal, myself," said Superion. "I can be there in less than a minute." He looked at Rex and said, "A minute and a half if I have to change."

Rex shook his head and grinned. "Go," he said. "And don't disappoint me. I want them all as my loyal subjects. I expect nothing less."

Superion patted the two vials he'd attached to the side of his belt -- they contained a white, milky mixture -- the magic cum of His Majesty, the King of Thunder. The vials felt warm and alive -- it became difficult to control his cock. "I won't disappoint you," he said. "Consider the Justice Club yours."

Rex watched Superion fly out the sky-light into the starry night, then sat back on his throne. While his attendants saw to his gratification, he waited.


That he would arrive first always gave Speedster a certain amount of pride. From anywhere in the country, he could still get to Justice Club headquarters faster than any of the others. Heck, the great Night Owl himself was almost always last to arrive. Half of the time, he'd interrupt the meeting in-progress with his entrance, always quick to take over and start barking his orders. There he was, no super-powers, ordering the rest of them around.

Speedster didn't like him. The old man scared him, dangerous and unpredictable. How did Wonder Boy stand being his partner? Well, Speedster thought with a little giggle, maybe Wonder Boy liked being ordered around. He didn't think Night Owl and Wonder Boy were gay, but sometimes they sure did act like they were.

Now Superion, on the other hand...

Speedster didn't even know what to think about that. But what if the Purple Power had been right? What if Superion had "gone queer?" Speedster had had a crush on Superion for as long as he could remember, even back in the days when he was the original Speedster's junior partner, and they all called him "Kid." Not that Superion had ever taken him seriously, not even when he took his uncle's place in the Justice Club. So why should he now? Queer or not.

Besides, they were about to take on Superion -- about to battle -- that's gotta be what this call was about -- Turney must finally have a plan. This was no time to fantasize. No matter how hot he'd become, Superion had gone bad.

He arrived just then at the Justice Club compound, typed his entry code in the sentry computer, and was allowed access. The electrified gate cleared and without worries, Speedster ran into the building.

The hallway that led to the Meeting Room had a low-ceiling, so Speedster's steps echoed softly as he sped through it, then it opened into the lofty, glass and steel built, spacious Main Lobby area, where their meeting table sat in Arthurian tradition, raised on a dais and circled with chairs. The room was empty -- he was the first to arrive again.

Then he heard a voice, low and rumbling, lusty, say, "Hey, Kid."

He spun to his left, ready to shout, "I'm not a kid anymore!" until he saw the speaker.


The Mighty Superion, dressed only in his cape, and a thong that looked very much like it'd been made from one of his old "S" shields. He was breath-takingly muscular, the small vid that Speedster had seen doing nothing to prepare him for the hulking giant that stood before him. Superion was huge, thick and meaty. Powerful. Sexy.

Then he smiled, perfect white teeth splitting that lantern jaw. "I'm glad you're here," he said, adjusting himself inside that big "S." "I was just thinking how badly I need some attention."

He pulled Speedster to him and kissed the boy long on the lips.

Speedster was hard before their tongues even met.


The Purple Power was also in the middle of a kiss when his Justice Club communicator went off. More than that, he was buried deep in his girlfriend's talented pussy. A fantastic fuck, and seconds away from cumming, when the annoying "breep!" came from the top of the dresser, where he'd dropped the pager minutes ago.

"No..." he said in mid-thrust, knowing what the sound meant.

"God damn it," his girlfriend moaned, relaxing beneath him. "Again! This is worse than dating a fireman."

"I'm sorry, honey," he said, slipping out of her. He could sense her frustration, especially when she rolled over, her back to him. "I'm sorry."

"You're always sorry," she said in a neutral tone, then sighed. "Superheroes. My mother told me to never date a superhero." A small laugh, maybe a regret.

His communicator insisted. "Honey..."

She waved her hand, but still didn't face him. "Go. Save the world."

He willed the ring to create his costume, covering his sleek musculature, his softening cock, then he used its energy to fly out the window. Boy was he gonna have words with Turney about his timing.

Sometimes that Saturnian flat-out sucked.


The Psychic Saturnian had never felt anything like this. The warmth. The... the... was this pleasure? Was this what pleasure felt like? His own race was driven by logic, non-emotional, and because each being contained both sexes, mating served only the purposes of procreation, never hedonism. Thoughts of pleasure and sexual gratification were never even contemplated. They served no purpose.

But if feelings like this were what they had been denying themselves, it's no wonder his race had died out. (There may have been a second of guilt associated with that thought, but with non-emotional beings, it's hard to be sure.) Certainly, it's a thought the Saturnian would never have allowed himself before... before...

Gods of Io, this felt good!

He continued to fight it, although he was less and less certain about why.


Night Owl stood over him, while the Saturnian struggled on hands and knees. Initially, the Saturnian had tried to induce vomiting in an effort to remove the "Superionite," but the rock had dissolved and been absorbed into his body before he'd had success -- it had been designed that way. Now he just knelt there with his head down and dry-heaved.

Night Owl knew -- it was just a matter of time. Night Owl's own cock suddenly twitched inside his cod-piece. When his sidekick Wonder Boy had been transformed, Night Owl wasn't in much of a position to appreciate it -- the Saturnian's transformation would be the first Night Owl had seen since he himself had become a subject of His Majesty, King Rex.

It turned him on far more than he was expecting.

Suddenly, the Saturnian collapsed in on himself, groaning, laying on the floor in a ball. He twitched once or twice, grunting, and as Night Owl leaned in for a closer look, the Saturnian threw his head back and roared, still kneeling, his arms held out to his sides, flexing as the pitch of his scream deepened.

Something else. The air around him shimmered -- more accurately, it vibrated -- it moved -- like heat off the pavement -- like the runway of an airport as a plane takes off. And as the Saturnian roared, the distortion expanded from him in a wave. Night Owl couldn't avoid being over-taken -- he was too close.

The Dark Knight was thrown backwards to the floor, his own cock suddenly raging to life. As he recognized the emanating wave as "pleasure," it overwhelmed him, and he began to helplessly orgasm, blacking out from the intensity.

As he lost consciousness, he saw the Saturnian stand on much stronger legs.

But he could barely comprehend the greatest change of all.


The kiss was passionate, deep and long -- Speedster's greatest dream come true. In his adolescent fantasies, he and Superion kissed and touched, exploring and worshipping the Megalopolis Marvel's magnificent muscles, but -- perhaps BECAUSE of his adolescence -- the thought of sex never extended further than that. If anyone touched anyone's thing, it was by the owner, and only when the compulsion couldn't be ignored.

Here he was now, crushed up against Superion's hyper-masculine body, Superion holding him with one arm, wrapped around Speedster's torso and clutching his ass -- his middle finger pressing into Speedster's crack, and he didn't know what to think. All that mattered to him at the moment was the moment. Speedster slipped his hands over Superion's heavy chest, settling his grip in the space between Superion's outer pec and lat, deep in Superion's armpit.

Superion finally broke the kiss and gently pushed the boy's head to his own neck, where Speedster kissed and nibbled Superion's jaw at the neck while Superion whispered in his ear. "I want you, Kid," he said. "And I know you've always wanted me. Now your dream has come true. Now you can have me."

They kissed again, Speedster pressing his rock-hard cock into Superion's upper-thigh, almost straddling it like he was riding horseback. He felt something growing against his outer leg, toward his hip -- he knew what it was. Superion was getting hard. All part of his dream. Speedster had pleased him enough to get him hard.

"I want to fuck you, Kid," Superion said, between kisses, fingering Speedster's ass. "I want to fuck you so badly."

A dream! A wish! A fantasy fulfilled! "Yes," Speedster said, not really thinking. "Yes! Yes! Yes!" He punctuated each with a kiss. How proud he'd be to give his virginity to the likes of Superion. He'd be foolish to pass up this opportunity.

Superion held the boy's head between his hands, their lips inches apart. Speedster continued to stroke Superion's lats, feeling the warm hardness of Superion's cock pressing into his abwall. It was gigantic. "But we can't," Superion said, his voice hoarse with emotion. "I'd kill you. With my size, my strength, and my powers, I'd tear you apart. Damn it. I want you so badly."

Speedster was almost ready to risk it. He was almost in tears -- he'd never be enough of a lover to give Superion the ultimate pleasure -- he was worthless. He'd never have a chance like this again. "I wish..." he said.

Superion smiled slightly, the corners of his mouth curling up like he'd heard the correct answer. "Well," he said, pulling away from Speedster slightly, releasing his head, "there is a way."

Speedster balanced himself by placing his hands against Superion's mighty chest, pushing back, still pressing his hard-on into Superion's thigh. There was a way? "I'd do anything," he said.

Superion pulled a vial from the side of his belt, releasing it with a click -- glass, filled with a milky white liquid. "Drink this," Superion said. "Drink this and be like me."

Speedster studied the stuff that Superion had handed him. Whatever had happened to him, whatever had made him a hyper-masculine queer muscle-head, this was what caused it. This was the evidence that the Psychic Saturnian had been searching for, the answer to everything, and Speedster held it in his hand. "Drinking this will make me like you?" he asked. "Drinking this will make me able to be fucked by you?"

Superion gently kissed him, a little tongue. "And so much more," he whispered. "So very much more."

Speedster popped the cap and drank the liquid down with one quick movement. Just like that -- no thought necessary. Superion chuckled.

It tasted like salt.


Flying down toward the compound, the Purple Power didn't sense anything out of the ordinary -- his ring didn't raise an alert, either -- so he flew right into the main building, as he always did, through the skylight.

Where was everybody? he thought. He'd gotten the emergency signal, the all-alert, same as the others. Why was the meeting room empty? He couldn't possibly be first, could he?

If he'd used his ring at that moment to search for his missing colleagues, he might've saved himself his fate, but instead, he just walked the twenty feet to the Communication Room door. After it slid open, he stepped into the shadow-filled room.

"Hello?" he said, aware of his voice echoing. The door slid shut behind him. "Where is everybody?"

And there, in the middle of the floor, caught in the last rays of the evening light, lay a hugely muscular man dressed in a variation of the Night Owl costume, the same cape and cowl, but tight leather pants and a harness over his bloated torso. He was unconscious, but a quick scan with his ring confirmed health and identity. It WAS Night Owl -- somehow, he'd been transformed the same way Superion had been.

"Let's hope this means you've been defeated," the Purple Power mumbled at the body on the floor.

Then a voice from the dark, deep and powerful, but clearly struggling, trying to contain itself -- as if less effort would allow an explosion. "Mostly true," it said, and then the Psychic Saturnian fell into the shaft of light, bent over himself, a heap.


"Mostly," he mumbled, with a resonance he'd never had before. His voice was musical. Almost sexual -- if that cold-hearted race of shape-changers could ever develop some emotion.

"What's the matter?" Purple Power asked, kneeling beside him. "Are you okay?"

The Saturnian looked up -- he was smiling. "Oh, yes," he said, standing. "More than okay." He revealed his massive erection then, straining inside his trunks -- he was rubbing it through the material, completely lost in the sensation. "I'm learning about pleasure," he growled, ripping his trunks off in one smooth gesture. Now pounding his dick, inexperienced and rough, as if he'd never masturbated before. "I never knew it could be this incredible!"

Before the Purple Power could react, the Saturnian threw his head back and roared, shooting a sudden barrage of cum from his big, blue dick. Spread-legged, his arms out to his sides, he flexed and shot his first load. The Purple Power made a quick shield with his ring's energy to deflect any stray spatter. The Saturnian shot and shot -- and the Purple Power tried to look away.

And then, when it was over, when he looked back, he saw the Saturnian begin to grow, his blue skin stretching as his muscles swelled.


His body almost doubled in weight, bigger than the vid of Superion they'd seen only hours ago, bigger than the unconscious Night Owl on the floor somewhere behind our ring-slinging hero. The Purple Power began to back up -- clearly the thing to do was escape.

The Saturnian moaned. "Yes!" he gasped, flexing his growing guns, thrusting his powerful hips. Eyes closed, dick bouncing back to hardness, his pecs continued to balloon, pumping full, like ticks on a summer Dane. Even his dark blue nipples expanded, stretched. It looked painful, if it weren't for the sounds of helpless lust coming from the Saturnian's lips. The never-before experienced emotions of the sexually-charged alien.

The Purple Power continued to back up, horrified at the metamorphosis before him, until he backed into a wall. A wall of flesh.

Night Owl had regained consciousness.

In the amount of time it took the Purple Power to realize it, Night Owl had him in a hold, a wrestling move designed to take leverage away, his over-sized muscle easily overpowering the young ring-bearer. "Forgot about me, didn't you?" Night Owl rasped, his gravely voice easily as deep as the Saturnian's. "That's a mistake you'll be glad you made." Their bodies were pressed so close together that the Purple Power could feel Night Owl's big dick. Or something big that was growing harder against him -- that couldn't possibly be a dick! A night-stick, a bat, maybe.

The Purple Power struggled, no matter how useless it seemed. "Don't bet on it," he spit, and willed the ring's energy to create a giant purple crowbar, prying the two of them apart.

Freedom, he thought, the moment short and fast. A series -- Flight! Get away! Run!

He willed the ring to launch him from the floor, to escape Night Owl's grip, but before he'd gotten ten feet, he suddenly froze. The air around him solidified, it seemed, and he couldn't fly further. Something held him. Something anchored him in the air.

Then, in his new rich and heavy basso, the Saturnian said, "It seems my telekinetic abilities have improved, as well."

The Saturnian's transformation seemed to be complete, his massive musculature even bigger than Night Owl, even bigger then the vids of Superion, bigger than any human, mutant or not. The incomprehensible size of the beast that held the Purple Power in its grasp was simply mind-boggling. The muscle. The overwhelming muscle.

The swollen genitalia, which in turn sickened and fascinated him. The Saturnian's dick hung more than two-thirds of the way down his thigh, and his balls had grown until they looked like blue oranges. The Saturnian stood there spread-legged, proud of his new size, showing off as the Purple Power felt himself lowered to the floor.

Pulling his eyes from the Saturnian's package, to look him in the face -- which had always required him to look up -- that's when he saw the greatest change of all. "Oh my god," he whispered.

The Saturnian's race contained both sexes -- though he'd always used the form of a man since coming to Earth -- and now the Purple Power saw the ultimate manifestation of that anomaly.

The pecs. Well, they weren't pecs, although the muscle beneath was thick and round. They were bloated until they were breasts -- full and firm -- gigantic, they dominated his upper body, lifted from the playboy fantasies of juvenile sexploits and brought to life on this over-muscled superhero. The Purple Power -- always a breast man -- would've considered them perfect if not for what they were connected to. They were watermelons. They were impossible.

The Saturnian raised his hands and put them beneath those spectacular breasts -- his breasts -- supporting them and their weight. He ran his hands over his nipples, pinching them slightly. "You like my chest," he said, "although you pretend it disgusts you. I can see it in your mind."

"What's happened to you?" the Purple Power asked.

"I've been transformed," the Saturnian purred, smiling at Night Owl, who stood nearby with his hands on his hips, enjoying the scene. "I've become a loving subject of His Majesty, King Rex. Although my submission to him is not complete, it's inevitable -- once I meet Him, I will submit entirely to His will. And His way." He smiled. "So will you."

But before the Purple Power could even begin to voice his protest, the Saturnian said, "Ah, the others are here."

Others? There were others? Then, com door slid open, and Superion himself entered. The Purple Power could barely turn his head enough to see, so strongly held in the Saturnian's TK grip, but there stood Superion, as big as he was in the vid they'd seen, but now dressed only in his cape and a thong made from one of his old "S" shields. The Saturnian was bigger, but Superion radiated a power that dwarfed them all.

Behind him trotted Speedster, obviously transformed as well -- and he'd changed his uniform, too. He wore his old canary yellow Kid Speedster bodysuit, and a dizzy smile, showing off his well-developed upper-body -- almost as big as a professional bodybuilder, but small compared to the likes of Superion and the Saturnian. The Kid's legs were bare -- he'd abandoned the tights -- and his leg muscles showed the signs of the greatest change. The sweep of his quad was art, his hamstrings heavier than some horse's, out of proportion with the rest of his body. Diamond calves. The bodysuit he wore had a built-in thong, so Speedster's ass was bare, muscular but tight. Smooth. The thong lifted his newly enhanced package up and out, parading it before him.

"I see you've joined us," Superion said to the Saturnian. "Nice work," he said to Night Owl, who only nodded. Superion detached a vial from his belt. "The Kid has joined us as well. Now, let's get this other one over with."

The Purple Power knew, if he were to attack, if he were to go on the offensive, now was the moment. He had to escape -- he had to find allies. He gathered his will to power his ring. He had to strike now, while they were distracted.

Although he seemed to be studying Superion's incredible body, the Saturnian suddenly snapped his head back toward the Purple Power. "I know what you're thinking," the Saturnian said, seriously. "And I think it's time to put a stop to it."

The Psychic Saturnian raised his massive arm, and the Purple Power could feel him inside his head. It was like his thick fingers were surrounding his brain, palming it like a basketball. The fingers tickled his mind, until they found the Purple Power's pleasure centers -- his gasp proved the Saturnian's success -- and then that grip stroked the area, then it squeezed -- like a hand on an over-ripe plum.

At first, the tickle inside his mind, like a lover's soft kiss, distracted him with goose bumps, but the squeeze destroyed his concentration -- his ring useless without the will to drive it -- and it brought his dick to instant attention.

No, he thought. Have to fight it.

"Impossible," said the Saturnian, or maybe he just heard the voice inside his head. He felt himself floating toward his attacker, the unseen hand milking the center of his mind, the invisible grip literally moving him through the air. The Purple Power was suddenly before the Saturnian, looking directly at those massive breasts. "They're what you've always dreamed of," the voice, the impossible pleasure. "Every teenaged fantasy. Take them. Give in."

He tried to resist. He did. As the Psychic Saturnian pushed him into the swell of alien tit, as he felt the soft, blue skin brush against his cheeks, he tried to resist.

But he couldn't. With the Psychic Saturnian activating every bit of sexual drive in his mind, and these perfect fantasy tits next to his mouth, the Purple Power gave in, and started kissing them, licking them. They WERE perfect. "That's better," the Saturnian said, voice heavy. "Much better." The Purple Power couldn't help but agree. Better than any woman he'd ever touched.

He was suddenly aware of Speedster standing next to him, appearing out of nowhere, apparently still empowered with his super-speed. Through his lust-lost gaze, the Purple Power watched Speedster pop open a vial, and pour the white, milky contents over the Saturnian's breast.

The Purple Power lapped it all down -- he couldn't help it. He was licking and suckling this perfect tit, and the vial's contents reminded his controlled mind of mother's milk. Lost in his fantasy, he swallowed every drop, and licked the tit clean -- rock hard from surrendering.

Not milk, though. Not sweet like milk.

Frankly, it tasted like salt.


Even at the lateness of the hour, even as the moon shone over the skyline of Megalopolis, many of the skyscrapers were still lit, business men still at work even at the expense of family, friends, and life. The DexCorp building was the tallest in the financial district, towering over the lower half of the island, making it the tallest building in the city. There was some Japanese cartel that was trying to build one bigger in Tokyo, but that was still five years in the future. For now, the DexCorp Tower was the biggest building in the world.

Sitting behind his desk on the very top floor, he looked over the entire city -- the city he considered his, if not for that meddling alien. Unconsciously, like he did whenever he thought of Superion, he touched his bald head. Superion had been responsible for that, too -- the loss of his hair. So many years ago. Someday, he'd find a way to avenge it all.

Just then, a tapping at the window. He was one-hundred and twenty-five stories up -- how did someone TAP on his window? It could only be one of those super-freaks -- God forbid it was Superion again, come to gloat about saving the world, or foiling some plan, or whatever the alien did to get his jollies. Though, he thought briefly, he hadn't seen Superion floating around for the last couple of weeks. And that weird vid recently on the news...

But it wasn't Superion at the window -- though not much better, it was still his ilk.

Standing at the window was Amazon Woman, dressed in her battle armor and looking as if she'd break through the glass if he didn't hurry and open it. So naturally, he took his time. "Amazon Woman," he said, as he turned back the glass. "This is indeed a surprise. Lovely women don't usually show up at my doorstep, or my windowsill."

She was unimpressed by his flirting -- a woman of her beauty could have any man, no doubt -- so why wouldn't she want him? Tall -- taller than him by a head -- and muscular without losing her femininity. Her breasts were enormous, stuffed behind her battle armor. Behind her, another woman suddenly slunk into the room. He hadn't seen her on the balcony. Kitty-Kat -- Night Owl's nemesis -- beautiful herself, if in a completely different way -- a look he preferred -- and in leather besides. Black leather. No wonder he hadn't seen her.

"And Kitty-Kat," he said. "Strange companions. To what do I owe the pleasure?"

Amazon Woman approached him, dwarfing him. For someone asking a favor, she certainly sounded commanding. "We come to you because we seek to confront Superion and engage him in battle," she said. "We come to you, Dex Deadly, because we need your help to defeat him."

He smiled, deadly as his namesake, slimy as a snake. "Amazon Woman," he said, "Kitty Kat, I've got just the thing to remove that pesky alien forever."

Dex opened his lead-lined safe and gladly gave them the tool they'd need.

He'd do anything to defeat Superion -- even if it meant the alien's death. And now it looked like Amazon Woman was going to do the job for him.

Dex Deadly was actually giddy. •

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