Editor’s Note: UltraBabe has gone through several changes since her career began. Currently she possesses the ability to shapeshift and fly, as well as partial invulnerability. Her breast milk drains her powers temporarily, but originally only duplicated her powers in someone who ingested it, and then only for 12 hours. In her current incarnation, her aroused scent (pheromones) and the flavor of her breast milk are both coconut. These will be chronicled later. Originally, she possessed only super speed and strength.
July, 1993. Salford, England.
Irena Harp was at her wits end. “Anthony, leave her alone. She’s nervous enough without your teasing!”, she snapped at her step-son. Sitting in a chair with tears glistening in her young eyes was a voluptuous but small teenage girl. Once again the humiliated child reached out and slapped at Anthony’s arm. “Andrea, hands to yourself. I’ll not have this nonsense in a doctor’s office. Don’t make me call your father.”
The girl pouted and hugged herself, turning away from her mother. She wanted to rebel and say that Albert wasn’t her father, but knew better than to push her luck. This entire situation was Albert’s doing anyway. He was the one who’d discovered this Specialist, a Doctor who had left word at the various clinics throughout Manchester and probably all manner of other places throughout the UK. Andrea happened to fit in with the type patients he was looking to test. Dr. Eugene Arslanian specialized in a “revolutionary new treatment” for young women who had developed early or at accelerated paces in their preteens. Andrea Frost had done both. Excessively.
Four years earlier, little Andrea had come to her mother to say that her chest hurt. After the child allowed her to look at her privately, Irena saw that the healthy baby fat cleavage Andrea had been embarrassed about since kindergarten had become firm, and much more pronounced. Over the course of the next four years the small girl’s breasts had gone from a training bra to a strained 34DD cup. Nightly applications of crème had prevented stretch marks, but the twin mounds had become horribly painful to the little blonde. Her breasts were so full that the skin was tight across them, and the agonizingly sensitive nipples were perpetually tightened and hard, standing erect through almost anything the miserable youngster wore. It only added to her embarrassment, and was the target of teasing that had been a favorite of the older step-brother.
Irena looked at the clock on the wall, Andrea’s appointment was scheduled for 1:15pm, and it was just after the hour now. As time drew closer, the 4’10” blonde in the chair trembled more and more. Then the door to the office opened.
“The Doctor will see you now…..”
October 31, 1998. Atlanta, Georgia, USA
The lights surrounding the mirror were blinding, it was as if someone intended to make perpetual daylight in the dressing room. Andrea Frost looked at herself in the mirror with a wry smile. The other dancers were out on the floor, flirting with customers to buy them drinks, getting their money in any way possible. Tonight, the costumes were a bit more fun at least. Tonight, it was naughty nurses, French maids, dominatrix outfits, playboy bunnies, and any other variation of Halloween outfit that was terribly revealing and easy to remove on stage. Andrea had put more thought into it that the others had apparently. She felt like kicking herself about it, but was pleased with herself at the same time.
She’d opted for a super heroine theme. The irony of it was that she’d been keeping her powers hidden for years now, and this was as close as she’d ever come to realizing the fantasy of actually being an adventurer like Batgirl or Supergirl. She’d ripped off both of them slightly in making her outfit, but at least it was an original. She’d purchased a rather tiny and sheer bikini. It was hot pink to match her thigh high boots. The boots were the most expensive part of the outfit, and she figured that after the evening, she could still use these parts as a regular dance outfit. The blacklights and colored spotlights of the stage would do really well with the neon color against her tan skin. She’d oiled her entire body with Hawaiian Tropic to make herself glisten. It was a trick she’d learned from one of the other girls. Men loved it for the wet look, as well as the way the light played up her curves. The smell of coconut was also arousing, at least to her.
She’d wanted a little contrast with all the pink, and chose white because it would do similarly well with the lights. A satin cape of white was clipped at her shoulders to the shoulders of her top, and she had an Army belt hanging loosely from her waist, held up only by her curvaceous hips. It was cheap at an Army Surplus store, and had compartments along it like a utility belt. She’d almost gone mad trying to get it white. Boiling it in heavy bleach had faded it, but at last she’d had to paint it with white shoe polish to get satisfactory results. She finished her make-up and stepped out, into the bar area to await her turn on stage. Her large bubble shaped breasts were barely concealed, and as usual sported thick erect nipples under the fabric of her top. She’d decided to let everyone believe they were implants long ago. They were entirely to firm to be real on a woman of her stature, unless of course that woman were a meta-human mutant like herself.
“Oh my god, it’s UltraBabe!” cried out Vivian, another of the dancers. Andrea giggled lightly and smiled at her best friend.
“You like it?” she asked, her Eliza Doolittle style accent making the word like sound like “Louyk”.
“Its hot babe, you look like the poster girl for super sluts everywhere” quipped Vivian.
The eyes of the customers seated nearby all seemed to agree that she was sex on legs. Andrea winked at the closest one, a bloke who had two empty glasses on his table and had a look on his face that said he’d give her anything she wanted for a few minutes of her time. He broke into a nervous smile as she sat down with him and began making him think he was the sexiest man she’d ever met.
November 1st, 3am. Closing time.
Andrea tipped out the ten percent of her earning for the night and waved goodbye to the bouncer, Lenny. She had been the last girl on stage and rather than rush to get into her street clothes, she put on her long coat and decided she wouldn’t be arrested for her clothing if no one could see it.
As she walked around the corner into the alley where the dancers parked she noticed a flash of blue light in the cubby where her motorcycle was waiting for her.
“Bloody hell, please don’t let this be a copper looking to score with one of us in exchange for a break on some bullshit parking ticket” she thought.
As she stepped closer she saw the source. It wasn’t a squad car. It was a man, two of them actually. Her bike was undisturbed, but they were very close. They seemed to be fighting, and one of them was deflecting a wicked looking knife blade with some bizarre sort of rapier or sword. The one with the knife was much taller and bulkier than the Errol Flynn wanna-be and was clearly going to kill the swashbuckler. Andrea was the only other person in the parking lot. Something in her snapped and she took off her coat.
“Oy! You there, Bluto! Why don’t you bugger off before someone has to arrest you, hmm?” she cried out. She flipped her hair back and adopted her best hands on hips cocky Wonder Woman pose.
“Wha..?” was the wise retort of the big knife wielder. He stepped back from the thin little man he’d been attacking and took in the sight of the little Englishwoman. “Oh you gotta be shitting me. Super hooker is gonna save the Power Ranger from outer space?”
Andrea was confused by the statement, but pressed on, trying to fake him out. She knew her strength and speed were beyond anything the mugger had available, and in the darkness of the alley he’d never be able to identify her. She thought back to Vivian’s earlier comment.
“It’s UltraBabe actually, and yeah. I’m going to take your knife, knock you out, and hang you by your feet on the flagpole outside the local precinct like Spider-Man taught me. Surrender now, I hate getting me nails dirty on scum like you” she taunted. Years of trading insults with her step-brother had actually become useful for this.
“Fuck you, bitch” he spat as he brandished the weapon at her and forgot his previous target. Andrea blurred into hyper motion and ran toward him, swinging her fist at the best target for someone her size. His legs clenched together as she stepped back out of striking distance and slowed back into real time. The large thug clutched at his groin comically, still holding the knife in one fist it looked as if the blade were his erection. Andrea’s enhanced sex drive rewarded her with dampness at her crotch for the lewd thought.
“Fuuuuuck!!” screamed the enraged villain as he twisted his gaze upon her. She had applied much more than normal strength to the punch and was fairly certain he’d be crippled, but in a move that shocked her he instead leapt at her from his crouch. Just as she was turning and reaccelerating into hyper speed, he struck her. His weight knocking her off her precarious high heeled balance and crushing her on her back into the asphalt.
“Ungh! No!” she cried out, her eyes wide in shock. The small thin man who’d been in jeopardy earlier cowered in the corner of the nook and trembled watching. The large man above her had the large hunting knife pressed to her throat and something else was pressing into her abdomen. She recognized the thickness of his dick without having to look.
“So ya like to play games, cunt? Me too. Let’s play rough, ok?”
“No,” she begged, “don’t hurt me.. I’m not invulnerable.. I’m sorry..”
The large brute was clearly visible from this distance, the moonlight overhead glinting off his bald head. He had a scar along one cheek, and a mouth full of gold teeth. The powerfully muscled arms holding her down and threatening to slit her throat were littered in various tribal tattoos. Andrea realized with humiliation that this was the same sort of man she’d been dating, the type who were complete bastards but dangerous looking enough to get her hot, and she was hot right now.
“Oh.. but it’s ok to hurt me? Fuck you bitch, in fact, that’s just what I’m gonna do. I’m gonna fuck you, and it’s gonna hurt” he sneered.
Andrea trembled beneath him as he pressed the knife more firmly to her throat. Cruel pleasure glistened in the eyes of her assailant as he reached down with a casual violence and ripped her bikini bottoms loose from her waist and stuffed them brutally into her mouth. She didn’t dare resist, her fear of the blade paralyzed her. “Mrgph.. llmpphh…” she moaned softly.
The small reed thin man in the dark corner looked on at the display, his face showing concern, but it was obvious to Andrea as well as the brute on top of her that there would be no interference.
The rapist shoved his knee between her legs and forced her to spread her thighs apart. Andrea braced her palms flat against the dark cold gravel beneath her and closed her eyes, mentally distancing herself from the horror of her new reality. The sound of the zipper opening had her heart racing. This wasn’t happening to her. It was happening to UltraBabe. Andrea wasn’t here. Above her she felt the criminal shift his weight, then a sharp blow to her face as he slapped her made her open her eyes wide. His dick was hanging inches from her face.
“If you make a sound, if you bite me, I’ll kill you. Understand?” he said menacingly.
UltraBabe nodded slowly.. this wasn’t Andrea.. it couldn’t be happening to Andrea. The new heroine blinked back tears as the bikini bottom was pulled from her mouth to be replaced by the bloated thickness of the strangers cock at her lips.
“Make it wet, whore” he whispered to her.
“Yes sir…” she quietly answered, her submissiveness making the offered manhood seem to jerk.
She extended her tongue and lapped softly at the foul muskiness of his meat, the slime of pre-cum already coating his veined shaft on pasty clumps. The knife trailed down slowly to rest against her fat breasts as he grabbed her hair and lifted her face up, impaling her lips on his cock and filling her mouth with it impatiently. She gagged as he lifted onto his knees and began to fuck her mouth deeply, blocking her throat with his thickness, the hand with the knife viscously pinching the hardened nipple beneath it and making her choke as she tried to scream in sheer pain. The large savage man laughed at her as he rode her face, 11 inches of dick wedging into her throat again and again. Just as she thought that he was going to murder her by asphyxiating with his prick, he pulled back and let her head fall roughly to the gravel again.
“That was good.. you actually took it without heaving. You must have sucked a lot of dicks before.”
UltraBabe blushed at the insinuation, and didn’t answer. The monster looming over her pulled her top down, her tits springing free of it almost instantly. As the bastard lifting her legs and forced her ankles over his shoulder, he slammed home his cock. Her cunny was wet to her astonishment, and he went balls deep on his very first stroke. At the same instant, his face fell down to her up thrust breasts, obscene sucking noises filling the air as he bit and sucked her nipples like a starving calf.
The small English blonde groaned quietly, biting her lip not to scream as he rutted inside her, hammering his long dick into her cervix and causing her to squirm and thrash under him with the torment and agony he was bringing her. It was becoming faster, his arousal making him speed up to reach his goal. UltraBabe looked at him and gasped.. the speed.. he was screwing her at hyper speed.
The villain noticed something was happening as well, but wasn’t sure of what specifically it was. The bitch under him was staring at him in awe.. and it felt as if she were tightning up on his meat. He swallowed again.. the slut had milk, she must have children. Good, maybe he’d give her another one.
Ultra saw him swallow and clenched around the invading shaft. He’d drank her breast milk. She’d never had anyone do that, and hadn’t considered the danger. Her breasts began lactating soon after the doctor’s treatments to halt her breast growth had backfired and given her super powers. She’d been secretly milking herself to release the pressure, but always poured it down the drain. It’s mutagenic she thought.. it makes other people like me.
“You like it, don’t you slut?” he asked, misinterpreting the meaning of her gasps. She seemed to be paused with consideration, but then UltraBabe accelerated into hyper speed as well.
“If I match his speed, he won’t realize he’s gotten powers. I have to play up to him, butter him up like my customers at work. Make him think he’s god’s gift and bring him off before he catches on that I gave him powers.” She thought to herself… to him she simply said “Oh god yes.. please.. cum… you’re killing me… I can’t stand it.. you’re too sodding good!”
The rapist bought it, his cock throbbed with egotistical pleasure at the idea that the whore was getting off on his tool, and erupted into her. UltraBabe groaned, this time in real lust. The super strength of the thug’s cock blasted her insides with a vibration like a machine as he jetted his seed along her walls, whitewashing her abused pussy with semen. Her oversensitive sex couldn’t contain itself any longer and her walls collapsed welcomingly around his throbbing manhood, squeezing and milking the flow of syrup from his dick.
The orgasm was almost too good. UltraBabe fell back on the ground after arching herself into his final thrust, her eyes closing. His lust abated, the crook pulled out of her and stood up, zipping himself with a casual cocky smile. “Be seeing you bitch.”
As the brute wandered away up the alley, the smaller man stepped forward and kneeled beside the slowly recovering blonde. “Are.. are you alright miss?”
Andrea opened her eyes and focused on the large brown eyes of the man she had tried to rescue. “I think so.. I heal rather fast anyway.. did he rob you?”
“No.. he thought to acquire something from me I suppose, but you intervened before he had the opportunity. I am in your debt. I am called Varian.”, he said quietly.
“I’m An… UltraBabe. I’m UltraBabe.”, she replied with an embarrassed smile. Despite that he’d just watched her fuck someone in an alley, she felt suddenly embarrassed and self conscious of her appearance. She stood up a bit awkwardly, and found her long coat. She put it on as the strange little man stepped closer.
“You’re one of the meta-humans.. a superheroine.. I came to learn of your kind. Your world spawns beings of power much more readily than others of this galaxy. Allow me to reward your valor.”, spoke Varian, as he withdrew two small boxes from his belt.
“Oh no.. no that really isn’t necessary” she said, blushing hotly as she felt the adulation of this man.. this alien.
The alien man didn’t answer, but instead opened the first box. It was a jewel of some sort, bright red. It was the most beautiful thing she’d ever seen, set into a pendant of some kind. As the other box opened she recognized the hilt of the sword he had been using earlier.
“This is a quantum amulet. It will allow you to teleport out of harm’s way in the future. It only requires concentration. No one but yourself may ever remove it, lest it vanish and return to you again once you’re out of harm’s way”, he said.. pressing it to her throat. As it touched he she felt warm in the cold November chill, and the torn fabric of her clothing seemed to lift up. Threads borrowed from the uniform banded around her neck to hold the amulet in place as if they were alive.
“And this, is a phase blade. My people do not believe in lethal force. The blade passes harmlessly through the target and disables it’s electrical impulses for a time. Living creatures pass out, machines cease to work. I pray that it serves you well, my savior.”
UltraBabe was deeply moved, and thrilled at the lavish treatment. With this new equipment, she actually COULD be a heroine. She’d avoided it before only because she couldn’t really fight. That was no longer an issue. Neither was getting from place to place quickly. She leaned forward and kissed the strange man.
“Thank you. I’m honored” she said. It was all she could think to say. The man blushed and nodded, then with the wise grin of an old wizard, he vanished in a flash of red light.
“Bloody hell”, she thought, “he could have disappeared the entire time?!”
With that thought, she got on her motorcycle and began the ride home. She never quite decided if this had all been a test (but how could they have known she had powers?) or if it had been real, and the little alien just liked to watch people fuck.
Phase One... End.