Captain Marvel ' Unraveled!


Buffed-out Power Girl shows Captain Marvel that he is the weaker sex.


Jorge had broken his third tempered needle on Power Girl's heavily muscled arm and she was pretty agitated with him. "Madre de Dios!" he cried "It is not possible!" Kara sighed "Jorge, like I've told you ten times already ' you know who I am, and you should know that you can't tattoo me with a steel needle! Now, I sent you that kryptonite needle weeks ago and I can't believe you've already lost it. Do you have any idea how hard it is for me to find kryptonite and make a needle from it without passing out in the process?"


Shaking his head, Jorge was busily fitting his machine with a fourth needle. Kara snatched it from him and crushed it into something about the size of a ping pong ball. "Just stop it!! You're wasting my time here! I should -" she picked him up by the collar with one mighty arm, and was about to do something irrevocable when her super-sensitive ears picked up some commotion a few blocks away. She turned back to the slender man, who was crossing himself and shaking uncontrollably, his feet dangling a few inches off the floor. She lowered him back to the floor, "Oh stop whimpering you little pussy! I'm not going to kill you. You're the best tattoo artist I can find, and who else am I going to let work on my impenetrable skin? Besides, I have to go. But when I send you a needle next time, don't freakin' lose it, okay??!?" He nodded vigorously as he backed away carefully "yes senorita, so sorry senorita".


Power Girl walked back out onto the sidewalk and listened intently for a moment before soaring off in the direction of the noise. A breathless jogger nearly snapped his own neck trying to follow the vast, rapidly moving cleavage as she passed overhead.


In the financial district, a quarter mile from the tattoo shop, Captain Marvel was on his knees. He'd taken a crushing blow to the head from the manhole cover being swung very effectively by Captain Nazi. Another blow would probably have finished him, but the Aryan villain was relishing his near-victory. He tossed the heavy iron disc away with a clang and hauled him to his feet, backing him up against a steel streetlamp pole. While assaulting the Jewish hero with a stream of racial invective, he took him apart with a series of body blows and wind-up haymakers to the face.


It was lunchtime in the busy downtown area, and a large crowd had gathered, hoping the hero would rally and defeat the foreign fiend. There were many attractive young female office workers in the crowd who appeared horrified that their beefy heartthrob seemed to be taking such a thrashing.


Grabbing an ankle, the Nazi gleefully started dragging the bloody, barely conscious form of Captain Marvel through the crowd, scraping his face along the concrete when he heard a husky female voice say "That's no way to treat an American Hero, Hans - or is it- Franz?"


The big German whirled in the direction of the voice, startled to find a blond goddess standing before him with the most muscular physique he'd ever seen. He was speechless for a moment, until he started stammering out a clumsy reply in a heavy accent "Vas? You haf a challenge for me, m-milkmaid?"


Kara sauntered up to him in her most intimidating fashion, "Awww -Milkmaid? That's very clever Hans, for a man of your dubious intelligence. Captain Marvel is a bit of a lightweight, but perhaps you think you're man enough to take me on?" She inhaled and thrust her huge chest out, flexing her big arms as she spoke.


Captain Nazi nearly stumbled backward, confronted with the awesome muscular development of this heroine whom he'd never met. He also found himself getting rather aroused at the sight of her ' her impressive breasts were hard to ignore, especially since the darkening of her big areolas was visible through the sheer cloth of her tight white costume. He noticed some of the males in the crowd shifting uncomfortably, as if they too had erections. She was very tall, and her muscles were so powerful looking he wondered if he might be better off running away. His male pride would not allow him to show cowardice however, and after a pause, he flung himself at the sexy interloper with a growl.


As the green-garbed villain reached her, Power Girl bent slightly and caught his body in mid-air, turning him over and slamming his back onto the asphalt. This created a new pothole for the mayor to patch, and the impact was almost deafening. Most of the onlookers covered their ears.


The Nazi seemed to be rolling on the street in agony with his back arched and a grimace on his face. Kara casually bent down and picked him up easily by the front of his belt, walking back to the streetlamp as he writhed helplessly in pain. He squinted up at her and gasped "Sup ' Supergirl?"


This set her off "I'M POWER GIRL, DAMMIT! Don't confuse me with that skinny bimbo ' I'm the hot one!" With that, she rapidly twisted the lamp pole around him, creating an iron cage to hold him until the police arrived.


As she walked back to the fallen Captain Marvel, the crowd was abuzz with shock that Power Girl had so easily handled the villain who had been cleaning the big man's clock with little trouble. A few members of the press had arrived and she fired off a couple muscle poses as the cameras rolled, ignoring questions from reporters. She tossed the burly hero onto her massive shoulder, winked at the cameras and flew off into the clouds.




Kara landed lightly on the balcony of her upper Westside penthouse apartment. Gently laying the unconscious costumed hero on her leather sectional, she bent to inspect his wounds. A quick X-ray scan of his skeleton showed a few cracked ribs and a hairline skull fracture over the left eyebrow. His face was a mess, with a lot of blood, bruising and tissue damage. She placed a towel under it so he wouldn't get blood on her expensive sofa. She guessed that he would heal fairly quickly, as most superheroes do, but probably wouldn't gain consciousness for a while. She walked off to take a shower.


The hot water felt luxurious over her super-athletic physique. She turned the heat up all the way and started rubbing her huge boobs and pussy sensuously, thinking about the fear in Captain Nazi's eyes as he saw her powerful muscles and realized how overmatched he was. She silently thanked that flaw in all men that made him attack her anyway: male ego. She had become a master at using the ego and uncontrolled sexual lust of male superheroes to feed her own fetishistic desire for control over the uncontrollable. She focused on the image of Nazi's stammering, frightened face to bring herself to a powerful climax as the steam swirled around her body. Panting, she stepped out of the marble stall and grabbed a towel.


Looking into the living room, she could see that Marvel was still out. She fixed herself a vodka martini and stepped over to her vanity to begin applying lotion to her fabulous rippling form. With her Kryptonian metabolism, she could not possibly get drunk, but the alcohol still warmed her going down. After the lotion, she brushed and combed her shimmering blonde hair and began applying makeup and lipstick. She must be as enticing as possible for what she planned. Once she was fully airbrushed and gorgeous, she started pumping up her muscles by a combination of isometric exercises and muscle posing. She worked one muscle group against another as she watched her form harden and fill out even more in the mirror. When she was finished, she inspected herself carefully to make sure all the thick veins and muscular striations were in bold relief. "Just about perfect," she thought, when from behind she heard a cough-




Captain Marvel woke slowly in an unfamiliar environment. He carefully took stock of his injuries and discovered some fairly massive damage to his torso where Captain Nazi had unloaded some bombs. He also could tell there was some kind of cranial injury where he was caught off-guard by that manhole cover. He didn't need to touch his face to know there was a lot of tissue damage -it hurt all over. He could tell he wasn't alone by the faint sounds coming from down the hallway. He carefully sat up, panting a bit from the pain in his ribs, which burned like fire. As he looked around he could tell that whomever this apartment belonged to, they were pretty wealthy: everything was custom designed, and of the finest materials.


He wasn't certain he wasn't somehow a captive of Captain Nazi or some other villain, so he picked up his bloody towel, stood up and cautiously edged his way down the hall toward the noises. He had to keep blotting his face to make sure he wouldn't drip blood on the carpet. As he got closer, he realized he could smell perfume and also got the impression that the slight vocalizations he heard now and then from the end of the hall were female. He pulled himself slowly to the edge of a doorway to what looked like a closet or woman's vanity and peered in.


What, or who, he saw astounded him. This was not anyone he had ever seen before. She was a very tall, extremely muscular woman with short blonde hair. She was completely naked and had the most amazing body he had ever seen. He tried to be very quiet and still to get as complete a look at her as possible. The mirrors were still fairly steamed up from a recent shower or steam bath, which explained why she didn't notice him immediately. Staring at this fabulous female form, he doubted he had ever seen a body as fully developed as this on a woman or a man. She was flexing her massive muscles repeatedly and studying herself in the mirror. Her broad back was V-shaped and layered with thick slabs of muscle. Her arms were huge, hard and amazingly ripped, with very clear muscle definition everywhere. As she extended her arm he could see the massive horseshoe shape of her triceps swell up, and an intricate dance of striations and fine veins played out over the surface of her skin as she flexed. Though her back was to him, he could see in the mirror's reflection that her breasts were huge too, and perfectly shaped. He felt his crotch harden instantly as he noticed this. Since his emotions were adolescent, he didn't have as much control over his sexual responses as he would like and soon had a raging erection.


He was just noticing that she had a couple intricate tattoos on her body when he involuntarily coughed and she whirled around to face him. He was startled by her sudden movement and knew that his expression must look like a kid whose hand had been caught in the cookie jar. She stood appraising him for a moment with her hands on her hips and a knowing confident smile on her beautiful face. There was not a trace of embarrassment at being peeped at nude. Astonished to be seeing a girl, or woman who looked like this in the buff, Marvel could do nothing else but stare. His teenage hormones were in control, and he studied her body as if preparing for a geometry test. As Billy Batson, he had seen pictures of naked women a couple times, but it wasn't anything at all like this. As he stared at her genitals, something didn't look right. There was something protruding that he hadn't seen in pictures. He slowly realized that he was seeing her -clitoris? It was much thicker and longer than he expected though, and protruded past the lips, almost like a man's penis. Eventually, his eyes were torn away by the hard-edged muscularity of her plated abs and the network of veins visible over them. He then soaked in the details of her breasts, standing proudly off her thick, striated pectorals. Her nipples stood straight out, as thick as his pinky finger, on smooth reddish areolas that were bigger around than silver dollars. His erection was now so hard it was painful, and he could feel moisture seeping out. He swallowed nervously and gazed up at her gorgeous face. She was allowing him to stare, but her expression was disapproving and imperious. Somehow, in spite of the reality of the situation, he felt like the naked one. And vulnerable. Even though he was a superhero, he was injured and she looked extremely powerful to him. Not to mention the fact that he felt very guilty at being caught. She nodded slightly and reached for a towel, wrapping it around her, never taking her eyes off his.


"Had enough of a look, pervert? Perhaps you'd like to cop a feel, too?" she said with a sneer as she opened her towel to him. He looked down, red-faced with embarrassment and shook his head slightly. He felt very confused. She started down an adjoining hall "Very well, that's your decision. Follow me, little guy."


"Little guy??!" he thought "I'm anything but little!" But then he realized that she was actually 2-3 inches taller than he ' in her bare feet even! He tried to straighten up to his full six feet as he followed her sexy walk down the hall. At the end of the hall was a large utility room, where she stopped to face him.


"This is the laundry room. You'll need to wash your costume here, as I can't have you sitting on my fine fabric furniture with that soiled thing. While you're waiting you can wear these clothes hanging here. Sorry, they're the best I can do. By the way, I'm Power Girl, you can call me Kara." He had heard of her, of course. She extended her hand and he took it. Powerful hands ' he had to fight to maintain a firm grip. She smiled slightly sideways and said "Are you shy or something? You haven't said a word!"


He looked up into her eyes and cleared his throat, "S-sorry ' I guess I'm still a bit dazed from the fight. I'm Capt- ' ahh, Billy. What happened anyway? How did I end up here?"


"Fight?" she smirked, "Looked more like a beatdown to me, Billy. But I'm sure he took you by surprise or something. I sailed in just in time to see Siegfried knock your teeth down your throat. I took him out before the finishing blow."


"Oh, so you helped me out ' thank you so much. He's pretty tough - did he give you much trouble?" he asked.


"No ' not at all, actually. I slammed him on the ground once and he was seeing stars. The police have him by now. I assume you'll have to stay here for a bit while you heal. You can wash up in the guest bathroom there. There are some first aid supplies in the medicine cabinet. Take as much time as you need. I have several spare bedrooms."


He felt sincere gratitude, but was stung to hear that she took out Captain Nazi as easily as if she was swatting a fly. He figured Nazi must have been distracted, and she must have gotten in a lucky blow or something. She seemed to relish the description of her victory quite a bit. She was right about him needing a day or two to heal. He healed very quickly, but he wasn't sure that he would be okay if he changed back to his 16 year-old form, Billy Batson in this condition. It might actually kill him, and certainly as Billy he would heal much more slowly.


He was surprised to see how much damage had been done to his face. He cleaned and inspected his wounds in the bathroom mirror and covered the messier ones with bandages. Then, closing the laundry room door, he took off his dirty costume and got it started in the washer. He thought the clothes Kara indicated on the hangers were a bit odd looking. He found some yellow bike shorts and a powder blue t-shirt. They didn't fit very well ' too snug in all the wrong places and too big in others, but he couldn't walk around naked.


He walked back out into the living room feeling much better. Healing was already under way, and he could walk now with little pain.


Kara was sitting on the sofa in her tight, revealing costume, sans cape, which Billy now saw for the first time. His penis had an instant reaction to her again. He could see her big nipples plainly protruding, illuminated by the late afternoon sunlight falling on her chest. She was lighting a cigarette as he entered, and she began to laugh as soon as she saw him "Billy! I had no idea you swung that way." She snickered. "What do you mean?" He said, feeling hurt. "You're wearing women's clothing, Billy ' they're my clothes!" she laughed again, blowing smoke out in spurts, "I find it very interesting that you chose women's clothes when there was a set of men's clothes hanging right next to them! And by the way, some women are flattered when they learn a boy is that attracted to them," she indicated his crotch "but really it's a bit disturbing. Maybe it's the feeling of my silk panties against your skin that's causing the reaction. What do you think?"


He looked down and saw his massive erection straining against the lycra shorts and was horrified to see how obvious it was. His face turned beet-red. He had no idea what to say, and hurriedly turned around to reach the laundry room and correct his mistake. He was so discombobulated that he banged his shoulder into the corner entering the hallway, which caused the pain in his ribs to flare sharply. Approaching the laundry door, he could hear the laughter in her husky voice as she said "Aw, I'm sorry Billy ' now I've hurt your feelings-"


He didn't know what was happening to him. He slammed the door behind him and started taking off the ill-fitting clothes. He felt like such a fool! This brought back adolescent fears of humiliation in front of his peers. Only this was much worse ' this was in front of a woman, a hot female superhero at that. He could feel tears welling up, but he fought them back down. He immediately saw the men's clothes Kara mentioned. They're right there! Why didn't I put those on? He had a hard time acting manly and normal around this woman ' she did something to him he didn't understand. He was so embarrassed he hadn't even thought to correct her: he wasn't wearing her panties underneath. He put the jeans and red t-shirt on quickly and they fit almost perfectly. But he still felt shaky and humiliated. It was a lot of strain for a teenage boy to act like a man, especially when he still really didn't know what a man was. He started pacing back and forth behind the closed door, screwing his courage up to go back out, talking himself into it.


After about five minutes, he felt ready. The pain in his side had diminished, and his eyes and face were no longer red. He took a final deep breath and opened the door, walking back out to the living room carefully.


Kara was standing at the bar when he saw her. Her costume included blue leather boots with 4" heels, adding to her natural height advantage. It was like looking up at a giantess ' she towered over him in her heels. She was holding a cigarette and nursing a drink, looking at tattoos in a book of sample artwork. She glanced up "Oh Billy - I'm sorry I laughed at you. Umm- putting on those clothes was an easy mistake to make, I guess. Are you okay?" Even when she apologized it felt to him like she was subtly flaunting her superiority and his inadequacy.


"Oh ' no, I'm fine." he lied. "It was just a little mistake."


"Of course it was." She rolled her eyes, "Why else would a boy, or man, wear women's clothes?" There was a long pause, where he felt like he should say something, but couldn't think of what. He looked around uneasily. Eventually, thankfully, she broke the silence. "Are you hungry? I have some sandwiches and pasta salad laid out in the dining room." It was getting dark outside, and past normal dinnertime. She led him to the dining table, which was a huge mahogany-inlaid marble slab, with two place settings and lots of food and some very expensive wine. They sat near each other, at one corner of the table. They ate in silence until Billy spoke up.


"So, what tattoos do you have?" he asked, with genuine interest.


"Well the largest and most colorful is this dragon," she lifted her left thigh. The dragon was beautiful, intricate, and wrapped around her thigh just above the knee. He could not look at her without marveling at the prodigious amount of work she must have done to build the staggeringly well-developed muscles she had. Her leg was a work of art, even without the dragon. "then, this is a depiction of my home planet's demise," She rolled up her right sleeve and showed him a tattoo of Krypton, exploding, mostly in blue, with some red highlights. It covered most of her bicep on the outside, and she flexed it to show off the artwork. Billy nearly gagged on his turkey sandwich. Her arm in full flex was beyond belief- enormous, the way boxcar couplings and sequoia tree trunks were just bigger than you imagined before you saw one for the first time. As she held the flex and pumped her arm a little, the thick ropey veins barely beneath the surface popped and looked like they would jump right out of the skin, which was stretched tightly, as if it was really just a thin coat of bronze lacquer applied over the thick, swollen muscle. As she showed him the tattoo from every angle and posed her tremendous arm, he felt his balls aching and his pants getting tight. He wiped some sweat from his upper lip.


That one's not quite finished yet ' a few more details to go. And the next one I will probably get is Superman's "S" insignia broken in two, right here," she pulled her top partially away to expose a portion of one of her breasts. She revealed enough to expose part of her areola above the nipple, and Billy was really in trouble now. He caught himself almost drooling, and crossed his left leg quickly to try and hide his erection. He was pretty sure Kara noticed though ' she had a slight, self-satisfied smile on her face. He tried to make small talk to cut off the possibility that she might comment on it and embarrass him. "That's an odd idea, why do you want it broken in two?"


Before answering, she toyed with him, "Are you feeling uncomfortable, Billy? You look like you're a little stiff." He just shook his head and tried not to look flustered. She said "Well, let's just say I had a run-in with his ego, and he had a run-in with my fists. The pussy will be crossing the street if he sees me heading toward him on the sidewalk now." [reader: see my story "Kal El & Kara"] She lit up a cigarette.


Captain Marvel was very skeptical "Whaaat? You're telling me that you beat Superman and now he's afraid of you? That can't be true! Lady, you can't expect me to believe that."


Her eyes grew cold "Believe what you want, little man. I'm telling you there's not a man in this solar system, super or not, who can handle me!" She blew smoke in Billy's face, leaning back in her chair.


Billy was feeling a little sweaty, and had a bad feeling about getting into a confrontation with Power Girl, but she really pushed his buttons with that bullshit story. He knew that he was one of the two most powerful men on the planet (the other being Superman), and there was no way this chick was telling the truth, despite what she looked like! "Ahh ' you're just full of it!" He said in disgust, and leaned back himself.


A smirk spread across her face and she licked her lips seductively "Well then, ah "big" man- why don't you prove it to me by showing me how much stronger you are? How "bout a friendly arm-wrestle?" She rolled up her sleeves all the way, expanded her ribcage and hit a double biceps shot right in his face, the cigarette dangling from her full lips. "Come on, sweetie ' whatchu got to lose? I'm just a girl."


He felt really intimidated now. There was no way he could get out of this. Even though he was starting to feel better, he was still frightened by the massive rippling muscle he saw on this woman. But his anger seethed, and he decided to go for it. He planted his right elbow on the table and flexed his own impressive bicep, glaring up at her.


She smiled slowly, and whispered under her breath "bingo." so low that Billy wasn't sure he heard right. She planted her elbow next to his and gripped his hand, transferring the burning cigarette to her left. He looked down when their hands clasped and saw the difference in size between their arms and gulped, thinking "Her arms can't be that big ' can they? This must be a trick my mind is playing on me." He carefully looked up into her smug beautiful face, consciously avoiding looking at her arm.


He gritted "Ready - Go!" and started pushing hard, her arm not budging. She gave him a bored look, set her cigarette in the ashtray with her free hand and carefully poured a little more Mouton in her glass. Billy was straining, amazed that he was gaining no ground, and barely realized that she wasn't even paying attention. She swirled the wine around and looked at it in the chandelier light, then gently sniffed its bouquet. She took a small mouthful and swirled it around in her mouth, finally swallowing it, in contentment. She looked down at the man/boy hero, picking up her cigarette again, and said "Are you ready?"


Her grip tightened, and he could feel the bones in his hand compressing together painfully. The color gradually left his face as she smiled down at him imperiously. She blew him a kiss, then said "Bye, bye." She drove his hand into the table, smashing his knuckles down on the hard marble surface, almost in an instant. He yelped and started to pull his hand back, but he could not get it free, as she would not release it.


"Come on ' let go!" he whined. "Say "pretty please'" She said, taking a drag on her cigarette.


"Okay, please!" She blew out a large white cloud of smoke out and laughed, shaking her head deliberately. "Alright- pr-pretty please-" She released his hand, and he massaged and flexed it, trying to get the feeling back into his fingers. His hand was red and his knuckles bloody.


Draining the rest of her glass, Kara said "Face it, Billy boy ' you just got owned! Thrashed by a girl!" She stood up dramatically, knocking her chair over and smashing her wine glass on the floor behind her violently. He looked up, startled, his eyes wide. She got right in his face, poking him in the chest with her forefinger as she spoke sharply, "I am fed up with you "macho' he-man types who get all flustered when a woman shows a little muscle and assertiveness! You and I are going to fight tomorrow once your pansy-ass has healed, and we'll find out if you're a real hero or a scared little boy wearing his daddy's clothes!" She grabbed the front of his shirt with her right hand and yanked him up and out of his chair, pulling him close. She glared into his frightened eyes and spat out her words, "I am going to make you my BITCH tomorrow, wimp ' unless you can stop me!" She shoved him back into his chair and stalked off toward her bedroom. He heard a door slam.


Billy straightened his rumpled shirt and tucked it back in. He tried to steady his hands, which were shaking uncontrollably. Gradually, his breathing normalized somewhat and he felt his fight-or-flight response lessen. There was an ache in his chest where his heart was pounding in fear. He felt like a trapped rat. He was well known in this city, and was pretty sure that if he tried to run and hide from her, she'd catch him and eventually challenge him in some public place where a defeat at her hands would be beyond humiliating. He was pretty sure this woman was crazy ' her reactions seemed way over the top to him. But he was truly scared of her. It was clear now that her physical strength was far beyond his. He felt like a leaf in a windstorm. He thought about becoming Billy Batson again and submerging his superhero identity for a couple months. She probably wouldn't be able to find him, and maybe in a while she would forget about this, or let him go. But he didn't really believe that. He knew the bully mentality pretty well, and knew that bullies don't stop until they either completely dominate their victim, or get dominated themselves. As he tried to imagine the likely outcome of an all-out physical fight with Power Girl, the panic became uncontrollable.


He started feeling nauseated, and realized the closest bathroom was down the hallway. He walked quickly in that direction, breaking into a trot halfway there. He dropped to his knees, flipping the toilet lid and seat open, and threw up his dinner into it, retching and shaking. The fear had gripped his guts. He realized it would not let go until he faced it head on. He wiped his mouth with some toilet paper. He sat on the tile floor for a while, panting raggedly. The cold porcelain felt soothing against his forehead as he eventually accepted the reality that he would be facing Kara in a fight tomorrow. He thought about all the powerful villains and scary monsters he had faced so far in his superhero career, and started feeling better about it. Man, if he could beat Black Adam and Doctor Sivana, not to mention the Monster Society of Evil, couldn't he face and defeat this upstart woman?


He slowly stood and ran hot water in the sink to wash his face and brush his teeth. He pulled off his bandages, and then removed his shirt to inspect his chest where he had been injured by Captain Nazi. He was pleased to see that other than some still-healing facial wounds, he was almost completely healthy again. His torso had no remaining pain or discomfort whatsoever. He posed his powerful muscles in the big vanity mirror. He thought "I shouldn't underestimate myself ' I am probably the most powerful hero in existence! What can this woman possibly do to me? I think I just let negative doubts fill my mind before. I will be ready tomorrow."


He pulled his costume out of the dryer down the hall and folded it carefully. He switched off the light in the guest bedroom and prepared for a revitalizing night's sleep.




By dawn, Billy was awakening for the third time. He'd had a very fitful night, with a lot of confusing, tumultuous dreams and worrying about the next day's outcome. He realized that he wasn't going to be able to sleep anymore, and prepared to take a shower in the guest bathroom.


He took a relaxing shower and inspected his face in the lighted mirror after drying off. There was no indication of the damage done by Captain Nazi less than 18 hours before. The knuckles on his right hand were scabbed up and still showed signs of bruising from his arm-wrestling loss to Kara last night though. With a night's worrying behind him, his main fear was that she had already won the psychological game, and that he was defeated already. He had always suffered from low self-esteem, even though he usually covered it up well in public.


He dressed in his newly-cleaned costume, leaving the cape off, and walked around the apartment. Seemed to be deserted. It was still pretty early. He figured that maybe Kara was still asleep. As he walked back down the hall to his bedroom, he saw that Kara's bedroom door was closed, but one of the other doors was cracked open. He looked in: it was a very large room, with thickly padded walls, high ceiling, and was virtually empty, with just one small steel cabinet in a corner. He stepped inside. The room was well lit by the morning sun from a single barred window, but had no electric light fixtures at all, not to mention furniture, except for a single large mirror mounted to one of the walls. Just a large, empty, rectangular, padded room He could tell that the walls were extremely thick and solid, and could see that, under the padding, the surface was a strange metal he'd never seen before. He realized that the thick door was the same metal, but painted. "Strange room." He thought. He heard Kara's voice from behind say "Adamantium."


He turned to see her standing just inside the doorway, also wearing her costume, but with the cape and boots off, barefoot. She was staring at him as she pulled her blue gloves off, dropping them in the corner. "What?" he said. "The walls, floors and ceiling are 18" thick hardened, reinforced concrete, lined with 1" of adamantium." she clarified. "Even the mirror is polished adamantium." She plucked a long white cigarette from behind her ear, lighting it carefully with her heat vision. She filled her lungs, and exhaled slowly as she looked at him with a wry, superior smile on her face. The sunlight illuminated her body brilliantly, and he could see the well-defined outline of her big clitoris under the tight costume. It made him uneasy. She turned away, and locked the door behind her. She took the cigarette from between her lips elegantly with her left hand, and slowly, confidently sauntered up to him. She paused, slid the palm of her hand slowly, seductively up his chest to his face and slapped him gently, but threateningly on the cheek, staring into his eyes from her 3" height advantage, she leaned in close enough for a boob to press against his shoulder and whispered "Are you ready? Ready to become my bitch?"


He started to protest, "I don't think-" She placed her forefinger against his lips and shook her head, whispering "Shut it!" Walking away from him toward the steel cabinet, she said loudly over her shoulder "Here's how it's going to work. All around you is at least one inch of adamantium. Neither of us can break through this metal or bend it. Believe me I have tried. The door is three inches of solid adamantium, the window bars are nearly two inches in diameter. I have the only key. She took a final drag of her cigarette and placed it in a small ashtray on the cabinet. The key is under this ashtray. To leave here, you have to defeat me and get to this key. If you can't- which is likely, then I get to decide when and under what conditions you can leave, if at all." Captain Marvel was getting a bad feeling about how his day was going to end up.


Kara stood in front of the mirror and beckoned him over "Come join me here Billy. I want to show you something." He stood next to her, facing the mirror, as she asked. "Now, can you see the differences in the mirror? Which of us is taller- Billy?"


"Uh-hm, you are, Kara." He choked out.


"Verry good. Now, let's flex our biceps. Which of us has larger arms, do you think?"


"Ah, you do" He was getting uncomfortable with this line of questioning.


"Right. Would you say by just a little- or would you say that my arms are much larger than yours?"


"Uh- I guessss, um, that yours are much larger than my arms."


"Right again! And how about the rest of our bodies ' would you say that my shoulders, legs, abs, pectorals are also much more muscular than yours?" She was smiling cruelly, and started slowly limbering up as she talked.


"Yes, Kara ' your whole body is more m-muscular than mine." He stammered.


She turned toward him now, loudly cracking her knuckles and limbering up her neck. "I just want you to know that I know you're scared shitless of me. I can see the fear in your eyes right now. But if I find out that you're not trying your hardest to beat me, it will go very badly for you. I get no enjoyment out of this if I know you're not struggling your hardest to beat me. In that case, Superman's defeat will be nothing compared to yours. I hope you understand me, for your sake."


He felt panic spread through his brain. He thought of Power Girl as more of a villain now than as a fellow hero. Through his obsessing over the last 12 hours or so, helped along by her masterful use of psychological domination, he feared her more than anyone he had ever faced. Simultaneously, his desire for her was tremendous.


She started walking toward him, slowly, menacingly, but with her arms down at her sides. She stared directly into his eyes, but at the same time, right through him. He started backing up, almost involuntarily. He knew it was cowardly, but he couldn't help it. She just kept coming, laughing at his panic, feinting occasionally just to watch him jump. "Heh-heh- pussy." She said under her breath.


Eventually, he ran out of room, and bumped into the wall behind him. His panic-filled eyes widened. She stopped, blowing him a little kiss by pursing her lips sexily to confuse and goad him into action. His panic to the maximum now, he launched himself at her with his right fist swinging, springing off the wall.


She leaned back slightly to avoid the blow, and caught his wrist and shoulder in a straight arm bar as he over-extended his swing, easily forcing his face into the floor mat. Billy grunted in pain and briefly struggled against her until she increased the torquing pressure on his shoulder, and the pain stopped him. She shook her head sadly "Tsk, tsk, tsk ' rule number one is never let your opponent get under your skin, Billy-boy! Now I could probably kill you from here easily, but this is too much fun not to prolong!" She shoved him away with the ball of her foot, sending him crashing into a padded corner. She continued her slow wobbling walk toward him, slamming her right fist into her left palm for effect.


As she approached, he looked up at her wild-eyed, from a crouching position. Again he leapt, this time swinging a left. She stepped into him with force, catching his arm at her side, under hers. She forced him into her by backing him into the corner, his face stuffed between her big breasts. He struggled, but couldn't budge her. With his free arm, he started pounding her back, to little effect. She spun out of the corner to her right. Grabbing his left wrist like the handle of a whip, she flung him into the center of the room. He spun across the floor on his face and chest before skidding to a stop twenty feet from her.


As he gained his feet, she continued her slow pursuit of him, saying "Time to take your beating like a man, Billy." She glanced at his crotch, "Whoa! You really need to learn to keep your sexual feelings under control in a fight. They'll ruin you." He looked down and saw that he was, once again, sporting a huge erection. But it hardly deserved his attention now. He was fighting for his life. He swung a right at her jaw, and she blocked it forcefully with a rigid forearm. He staggered back a couple steps, rubbing his arm. It was partially numb from the impact. He tried to dance out of the way to recover, but she stepped in quickly and slapped him hard across the face, nearly taking his head off. He lost his balance, but didn't fall, and continued back-pedaling, rubbing his reddening cheek. He had to rub his eyes, because they were tearing up a little.


As he worked his shoulder, the feeling began to return to his arm. He had to move more quickly now, as Kara was moving faster, growing tired of chasing him. He allowed her to reach him and swung a right at her head. She sidestepped and snapped a solid roundhouse kick into his guts, folding him in half at the waist. He panted, trying to catch his breath on his hands and knees. His costume was damp with sweat now. She allowed him a half a minute or so to recover and then grabbed him by the hair, hauling him to his feet. She swung a hammer fist blow down at him. He blocked it with a forearm, but her blow still crashed right through it, smashing him at the neck and shoulder. She threw another hammer fist, and this time he used both forearms in a cross to block. It held at first, but she then kept forcing her arm down. Both his arms could not hold her one arm back, and she forced him to his knees, his arms finally collapsing and allowing her fist through.


She picked him up by the belt and back of the neck and tossed him headlong into the nearby padded wall. His head snapped back on impact and he fell back, dazed. She picked him up again, this time by his crotch and the front of his shirt and hoisted him over her head, helpless as a baby. Shaking him violently, she said "I'm not happy with your resistance, Billy ' I don't think you're doing your best. You're going to have to try much harder to save yourself from a terrible beating." He looked down at her ' he could see right down her shirt at her tremendous breasts heaving. Her big arms were pumped and swollen, every thick vein and chiseled detail plainly visible. She laughed, "I don't think this is going well for you at all, boy!" She flung him across the room at the far wall. He smacked into the wall with great force and fell in a heap to the floor.


Billy's mind had cleared and he was watching Kara with wariness. As she advanced, she cut off escape avenues for him and tried to corral him into a corner. When he realized he wouldn't be able to escape her on either side, He flew straight overhead. She leapt straight up and rammed him in the side with her shoulder, slamming him into the ceiling, then bouncing off it and plummeting to the ground, again in a heap. "Sorry, Billy-boy ' I guess I forgot to tell you: no flying! My house, my rules."


"Hey! Are you up for some wrestling? "Cause I sure am!" She crouched a bit and approached him with her hands up and out front, waving him toward her to lure him into her trap. Foolishly, he stepped in to lock hands with her in a test of strength. He found himself buckling and on his knees almost instantly as she forced his wrists back. "Awww ' that was way too easy!" She pouted. She lessened the pressure on his wrists and backed up slightly so that he could re-gain his footing. Once he did, though, she stepped in and spun him so that she was behind him, trapped in a headlock. She was able to get her left arm behind his left elbow and back quickly, trapping that arm, leaving only his right arm free. The powerful arm encircling his neck was so thick that it immobilized his head and jaw like a neck brace. He tried to pry it away with his free arm, but it was useless ' she was in complete control. She mocked him again, "Ohhh ' whatcha gonna do now, boy? Looks like I'm in control ' again!" She tried to smash his chest into the padded wall, but he thought quickly and braced his feet against it. Readjusting, she managed to grab his right elbow with her left hand so now her left arm was immobilizing both of his. She poured extra force into the headlock so that he was panicking and fighting for oxygen, then she slammed him into the wall again, this time successfully, and then once more, even harder.


She released him, and he slumped to the floor trying to catch his breath, gasping and wheezing. As his breathing returned to normal, Kara said "Remember that beating I warned you about, Billy? If you don't step it up and start challenging me, the gloves are coming off and you're going to see what a badass bitch I can be-" Captain Marvel stood up and realized he needed to get to that key and get himself out of here. He feinted left, then turned right and began sprinting toward the metal cabinet. Power Girl flung herself at him in a flying tackle, catching him around the waist. He went down hard twelve feet from the key. Flipping him over, Kara got him in a dominating schoolboy pin. "You little piece of shit ' you actually thought you could fool me and get to the key before me?" She violently backhanded him across the mouth, splattering some blood across the floor, then stood up, standing over him for a few moments. He rolled on the floor a bit, his hands covering his bloody mouth, his eyes unfocused.


As Captain Marvel tried to shake the cobwebs out and regain his composure and his senses, Kara walked back to the entry door to get her gloves. Returning to him across the room, she said "This might start getting messy now. I want to make sure I don't get blood on my hands.


"Okay, I've had enough tackle and dodge. It's time for the boxing portion of the morning's entertainment. I hope you're up on your Marques of Queensberry Rules, because here I come-" She advanced on him with her fists up and her shoulders hunched. He tried to match her stance and movements, but had no formal boxing training ' he had just always relied on his great strength and speed to defeat foes. She snapped his head back with a couple stiff jabs and then feinted low with a hook. When he took the bait, she came over the top with a powerful right cross to the cheekbone, spinning him halfway around. As he turned to face her, dizzied from the blow, she plowed into him, slamming him into the wall and going to work on his midsection. Her blows were staggering, and he would have flown across the room on the first blow if she hadn't pinned him against the wall. He felt bone crack as she pounded away at his ribs. He tried to defend himself, but after the first three or four heavy shots he was incapable and just hung onto her broad shoulders hoping he could get too close for her to generate a lot of power.


An uppercut came from below and plowed him back into the wall, breaking his hold. She followed that with several jabs and hooks to the face. He tried to block them all, but was either too slow, outsmarted, or she just overpowered him and muscled through his defenses. As she worked him over, he felt his eyes and face swelling, and tasted fresh salty blood in his mouth. She finished with a full wind-up left hook to the head that sent him sliding across the wall into the opposite corner. He slumped to the floor. Before he passed out, with his chin to his chest, he could see a pattern of bloody flecks in the yellow lightning bolt on his chest.




Captain Marvel awoke to blurred vision and a massive headache. There was a cold compress on his forehead, he moved it over his eyes and pressed for a while, hoping that would clear his vision. He heard the creak of a small door being opened and lifted the compress up slightly to try and see what it was. Power Girl was hunched over the steel cabinet doing something. She turned around toward him as gradually his vision cleared somewhat. She was carrying something black and silver and about a foot long. It looked familiar. She said something and then laughed, but he couldn't make out the words. He tried to sit up, but the room started spinning. He fell back and lost consciousness again.




"My face is lumpy," He thought, "why is my face so lumpy?" As he regained consciousness, he remembered the brutal beating, and decided to be cautious. He opened his eyes just slightly and was pleased to see that his vision was sharp again.


He saw Kara leaning against a wall, bathed in sunlight and looking out the window to her left. She was smoking, and he guessed she was waiting for him to wake up. He thought "Damn she is beautiful!" The sunlight illuminated every detail on her body. He studied every one as he lay there, from the exquisite structure of her face and chiseled cheekbones, down her corded muscular neck past the big, broad powerful shoulders. He lingered on her chest, with its rippling thickly-muscled pectorals and those phenomenal breasts ' so much glorious tanned skin exposed. The sunlight cut across her at such an angle that he could see the raised areolas and nipples quite sharply under the thin material. He hoped she wouldn't notice the stirring of his erection before he was ready to fully open his eyes and reveal that he was awake. He was so enjoying studying her while she thought he was still out. He examined her arms ' their hugeness still amazed him, and he could see the intricate detail of the long muscles in her forearms as she took the cigarette from her lips. The big vein that ran down her left bicep stood out in bold relief beneath the tight white fabric, and he could even make out a couple smaller tributary veins branching off. His eyes ran down the tight muscular abs, and the swelling of her womanly hips: such a marvelous feminine shape. There was a slight swelling at her crotch, and he could see the outlines of her clitoris. As Billy Batson, if not as Captain Marvel, he had a fairly small penis, and he felt vaguely envious of her clit: it was nearly the same size as his dick, and made him feel ashamed that he wasn't more of a man. There was a slight crease in the cloth at her crotch, revealing her pussy lips. The lean muscularity and hardness of the muscles around her hips was also very noticeable where the skin was finally exposed, south of the hemline of her thong-cut costume. He lingered on her powerful legs, enjoying the phenomenal sweep of her outer thighs, and the sharpness of the separation between the huge muscle groups. Looked like you could lose a quarter in some of those cuts. He could see a number of smaller veins, and one large bluish vein as it traveled along her inner thigh, eventually zigzagging a bit before it disappeared behind the crotch of her costume. She was wearing her blue leather boots again. Her ankles were fairly thin, in sharp contrast to the sweep of her massive calves.


"I know you're awake now, you little coward." Kara said, surprising him with the acuity of her senses. He opened his eyes fully now. She continued, "I really turned your face into a Picasso painting. Good thing you're not facing the mirror to see my masterpiece. I started to think I was working the heavy bag, rather than fighting a man who could defend himself." She started to walk toward him. "It must be pretty humiliating for a man, supposedly a superhero, to have his ass kicked so thoroughly by a girl. But of course it wasn't even a contest. I pulled most of my punches, and it was still a walk in the park ' no challenge at all. I hope there are some real men out there I can test myself against, but its clear that both you and Superslut are overrated. Compared to me, you're both just little boys, and I made you my bitches without even breaking a sweat.


Power Girl's humiliating jabs hurt Billy keenly. He was feeling completely worthless and sexually confused. Her demeaning insults deepened the wounds. "Anyway, as I promised, it's time for your punishment now for offering so little resistance to me. With the cigarette clenched between her teeth, she bent to pick something up off the ground next to him. It was some kind of strap-on dildo! It was silver and black and had some black leather straps hanging off it. She began strapping it to her womanly hips. His eyes widened in panic, and he started backing away on his hands and feet. "No! N-Nooooo-!" He cried. Kara dove for his legs and got hold of an ankle. "Oh, no you don't!" She dragged him back to her with one hand and sat on him in a schoolboy pin, slapping his hands away. He screamed and beat on her thighs ineffectively as she finished strapping the dildo on. He tried to pull himself out from under her, but it was hopeless - he was completely pinned.


Once she was satisfied with the fit of the dildo, she smiled, taking the cigarette from her lips. She blew a stream of smoke into Billy's face and said "Now- you're going to help me inaugurate my new strap-on! You should be honored, Billy ' you're the first. I custom made this out of adamantium and a kind of hybrid rubber. It's a foot long, and it's probably going to hurt a lot if you're not used to it, which I'm guessing you're not. She put the cigarette back between her lips and said "Okay, pussy ' are you ready?" She bitch-slapped him hard across the face a few times. He started to sob.


"No use in crying, BITCH. It's going to happen anyway." She flipped him over as she stood up. Yanking him to his feet, she manhandled him into a full nelson, her dildo poking him in the lower back. She forced him over to the window, where he could put his hands on the metal bars or windowsill in front of him. She momentarily released him, and he started to struggle with her. She smacked the crap out of him, making him cower against the wall. He was shivering. "Don't make me have to fucking do that again! Or believe me; I can make it worse on you!" She yanked him to his feet again, turned him around and bent him over, placing his hands on the hard adamantium bars for him. She yanked his pants down around his ankles, and tore his underwear off like tissue paper. Billy was crying now. He felt his balls and cock throbbing as they swung beneath him. He hung his head in utter shame as he submitted to his powerful mistress. He felt her grab him roughly at the waist, then felt the cold metal tip of the dildo smack his butt cheeks a couple times. "Relax, Billy. This will all be over soon enough. Best that you just allow it to happen." She said, soothingly, "There's no turning back now."


He felt some cigarette ash land on his exposed backside. She was lubricating the end of the metal member with something. Her strong hands grabbed his waist again. He felt some tissue tear, and then intense pain and humiliation as she forced it inside him. He screamed and squeezed the bars tightly. She grabbed his hair and yanked his head back enough that he could see her in the corner of his vision. She had pulled her top down so she was completely exposed on top, her costume hanging from her waist. He couldn't believe how huge and hard her muscles looked, as if they would burst out of the skin. He could see every muscular ripple as she moved. She somehow looked even bigger naked- so powerful. Her big boobs bounced as she thrust into him deeper and deeper, her nipples standing straight out with arousal. He screamed or yelped with every deep thrust. The pain didn't seem to be getting any worse after the first couple thrusts, even though she was going deeper now. Even through the intense pain, his erection was enormous, painful in itself, as if it was going to explode. Finally - he did, against the wall. Shortly afterward she withdrew from him. He collapsed to the floor in pain, as if the only thing that had been holding him up was the dildo. At her command, he sucked her clit until she climaxed, nearly suffocating him between her legs. She left the room as he recovered on the floor and came back with a bucket and scrub brush. She made him scrub down the walls in the padded room though he would have done it willingly.


After she inspected his work, Kara told him he was free to go whenever he wanted. He could use the laundry to clean his uniform again, and stay the night in the guest bedroom if he needed to, for healing and recovery. She walked out of the room, leaving the door wide open. Billy sat there in the middle of the room, wondering what to do next. He wasn't sure he actually wanted to leave now. He felt like he belonged to her, even loved her, and would want to stay with her somehow, if she allowed him.


The End


If you have other story ideas involving PG or similar subjects, let me know at and if I like them and have time, I will give it a try.