SHAZAM! A Marvel Family Mix-up

(As Billy Batson approached the cafe, he saw Mary and Freddy sitting at an outdoor table. "Sorry I'm late," he said as he joined them at their table. "Captain Marvel had to stop a bank robbery."

"Oh, no problem," responded Freddy, "It's all part of the 'job.' I hope you'll forgive me for having to leave, though. I can't leave my newstand unattended for long." So saying, Freddy, gathered his crutches, waved 'bye' to the two, and hobbled off back to work.

"I'm surprised he doesn't just turn into Captain Marvel Junior and fly there. It seems like that would be a lot more convenient," Billy mentioned to his sister.

"Perhaps, but you know Sha-, er, the wizard, gave us these powers to combat evil, not to save time walking."

"Sure, but I doubt the wizard would begrudge him the occassional flight."

"Maybe he just wants to keep in touch with his humanity. After all, it's not easy being one of the World's Three Mightiest Mortals, as well you should know," Mary responded, grinning.

"Oh, all I know is, you're defending him again. Since you two started dating, I can't say one bad word about him."

"What do you have against Freddy anyway?"

"Oh, nothing. I mean, he's a great guy and all, but...do you really enjoy kissing him? Or, uh, whatever you two do on a date..."

"Just what do you mean by 'whatever'?" asked Mary, defensively.

Suddenly, an explosion rocked the cafe.

Billy and Mary were hurled backwards by the blast, landing together in a heap in a nearby alley. Instinctively, they both shouted, "Shazam!" In response, twin lightning bolts raced down, intersecting each other before striking the two youths, briefly creating a flickering energy field around the pair, before the transformation into their elder selves occurred; somehow it felt rather different than usual.

However, to the casual viewer, nothing would seem amiss; where Billy and Mary had been now stood the heroic forms of Captain Marvel and Mary Marvel. (Although as usual, no bystanders witnessed this transformation.)

As the two flew out of the alley, they heard:

"You fool! You've attacked too soon! They've managed to assume their heroic identities!"

"Uh. Sorry, boss."

"The whole plan is ruined...Unless..."

Then, a strange ray hit the Marvels, who fell, unconscious, to the ground.

Awakening later, Billy opened his eyes to find himself in darkness. He seemed to be laying down, bound with his arms above his head, and his legs spread-eagled. Somehow, even with the strength of Hercules, he was unable to break free. Slowly, a door creaked open, letting in a sliver of light. Silhouetted in the doorway was his old foe, Black Adam.

"So, you have fallen into my clutches, my dear."

Wondering what he meant by "my dear", Billy looked down, and instead of seeing the manly form of Captain Marvel, he saw instead two large mounds on his chest, which was clad in Mary Marvel's short-sleeved blouse; he also saw his long feminine legs emerge from the red miniskirt that Mary always wore.

'Holy Moley! I've become a girl!' he thought. 'Oh, of course. The intersecting lightning bolts...that must be... I've got to turn back to normal...'

"Shazam!"

"You won't escape your bonds that easily," spake Black Adam, misunderstanding Billy's attempt to change back into Billy as an attempt to become the smaller Mary who might have a chance to wriggle free from the bonds. "We've taken care of the old wizard. Go ahead and shout your magic word as much as you like. In fact, I will demonstrate, myself. Shazam. You see, nothing happened."

This filled Billy with a sense of dread because Black Adam was a powerful foe whose only real weakness was being gullible enough to be tricked into saying the wizard's name. If Adam could not be tricked into losing his powers, then defeating him would be difficult indeed.

And of course, Billy would have to get back to his male body.

"Now you will be mine in all ways," Adam said, as he leaned his head towards hers. Inhaling his warm breath as Adam lowered his mouth to hers and kissed her lightly once then again, she felt a sense of panic: Billy's first kiss, and it was with a guy! With the second kiss, Adam's mouth held onto hers and did not let go. She felt his tongue part her lips. One of Adam's hands slid under her blouse and cupped her breast, caressing her until her nipples began to ache, a new and unexpected feeling to Billy, who instinctively arched her back, to press her breasts closer to Adam.

Adam removed his lips from hers to say, "I will admit to having a certain curiosity. Could your body truly be as beautiful as it appears?" So saying, Adam grabbed the front of Billy's blouse and pulled it up above her breasts.

Billy marvelled at the huge tits jutting out in front of her, which even without a bra for support, stood strong and proud. Her bright pink nipples were very stiff indeed, thanks to Black Adam's efforts.

Billy was excited at the sight of breasts: this was his first experience with a naked woman's breasts, and the sight of them was almost too much, until he realized that they belonged to his sister. He shouldn't thing dirty thoughts about his sister's body, Billy knew, but he rationalized that they were, at least for now, Billy's breasts.

"Such a shame to keep beauties like these hidden," Adam said, as his mouth edged ever closer, and his extended tongue reached out for one of the hardening nipples. Then, his head moving from side to side, Adam's tongue caressed her nipples, making them even harder. His mouth then began to work, kissing and sucking her breasts. Billy found herself enjoying this, even wanting him; were she free, she doubted that she could resist him. At the same time, his hand moved down her torso, towards the belt that kept her miniskirt on. As Adam's hand slid under her belt, towards the area between her legs, Billy couldn't help but notice the growing bulge in Adam's black tights, tights which showed every detail of the villain's impressive muscular body. Suddenly, they were interrupted by a voice from behind Adam.

"What are you doing in here? Go on, get out." As Adam turned to the doorway, he saw Dr. Sivana standing there.

Black Adam shot Sivana a dirty look as he left. "This is not yet over, Mary." Then Adam meekly left the room, leaving her alone with Sivana.

Sivana approached and began to speak:

"Well, it seems my underlings have managed to truly screw up my wonderful plans for world domination. Said plans naturally involved eliminating you Marvels from the picture. Unfortunately, their attack came shortly before, instead of after, we imprisoned the wizard Shazam; consequently, we had to use my experimental Brain-Ray device on you and the Captain, which has severely drained it of its power.

"You may be wondering why I am telling you all of this. As it happens, that infernal Captain Marvel Jr. is still on the loose. Had my schemes run according to plan, I would be ready for him with the Brain-Ray device. However, now, he is likely to notice your disappearance and come looking for you before I am ready. This is where you come in.

"I plan to release you. You will make Junior think that nothing strange is happening. This distraction will give me time to repower the Brain-Ray device and use it on him before he knows what's going on."

"What makes you think I'll obey your orders?" Billy barked angrily.

"Ah, well, you have little choice. Your partner, the Big Red Cheese, is currently in a death trap of my own devising. Should you disobey, he will be killed before you can save him, even with all of your great powers. Whereas, should you succeed, the three of you will merely be my prisoners."

'Ulp,' thought Billy. 'I can't let him kill Captain Marvel...I mean, me. If I'm ever to get back to my own (male) body, I've got to do as Sivana says. And, I also can't let him kill Mary, who must be in my body.'

Billy agreed reluctantly, so Sivana released her from her chains which he told her were made of a new Sivanium that not even Captain Marvel would be able to break. After she tucked her shirt back into her skirt, she was led by Sivana through a long passageway with many doors, which exited at a hole in the side of a mountain.

"Once Captain Marvel Junior is incapacitated, you must return here with him, or the Big Red Cheese dies. Try to tell him of my plans, and I will kill the Captain. Is that understood?" asked Sivana.

"Yes," muttered Billy, flying off to find Freddy. She soon found him, as Captain Marvel Junior, flying above Fawcett City.

"Hi, Junior," she yelled to him.

"Mary! There you are; I've been looking all over for you," he replied, flying closer to her.

"Really? Why?"

"I wanted to give you these." So saying, CM Junior handed Billy a boquet of roses. Startled, she accepted them.

"I, uh, don't know what to say." (Which is true, Billy didn't.)

"Are you ready for our date?"

'Date?' thought Billy. 'Oh, no. Still, I can't let him suspect anything is wrong...'

"Sure, I suppose so."

"Great. Let me go get my picnic basket." He swiftly flew down to the ground, picked up a large basket brimming with food, and flew back to her. "Follow me."

Billy flew after Freddy, and found herself in the middle of a large green field. Freddy swiftly set up a blanket for them to sit on. Freddy engaged "Mary" in conversation, as they spread out the food. Billy tried to act like Mary, but found doing so difficult, especially when the topic of conversation turned to Billy.

"I'm not sure he likes the idea of me dating you," Freddy stated.

"Why, uh, do you think that?"

"I don't know. It's just the way he looks at me sometimes. Like he hates me."

Marshalling all his acting skill, Billy replied, "Don't be silly. Who wouldn't love you?"

Taking this as his cue, Freddy crept closer to Billy, putting one arm around her, and leaned forward to kiss her. Billy panicked, struggling to escape, so Freddy stopped, surprised.

"Did I do something wrong?" Freddy asked, with a hurt expression on his face.

"No, no, I'm sorry," Billy said, trying to allay his concerns, "You just took me by surprise is all." So saying, he moved closer, to plant a kiss on Freddy, reasoning that 'Freddy must not suspect that I am not Mary.' Freddy responded by putting both arms around Mary and flying up into the sky with her. They flew at an angle to the ground, moving not just straight up but north-west as well, though Billy was oblivious to the direction of their flight, and passively allowed Freddy to determine their flight path.

As Freddy kissed her, Billy found herself responding, which amazed her. Billy was actually being turned on by Freddy's powerful arms locked around her, by his body touching hers, by his huge hardon against her belly. When he then took her hand, placing it on his crotch, where Freddy's blue tights perfectly outlined his erect organ, she was not as appalled as she expected to be. It seemed that she actually could enjoy touching his huge erection, which worried her.

Above the clouds, Freddy used one hand to massage her breasts,while licking and nibbling on her nipples. She found herself moaning from pleasure, despite herself, as Freddy played with her tits. Even when he bit her nipples fairly hard, she found herself enjoying it, each bite sending an unbelievable shock of pleasure through her overstimulated nervous system.

'No! What's he doing?' thought Billy, as the other hand reached under Mary's skirt to feel her crotch. Billy knew that she was helpless to resist. 'I didn't know their relationship was this serious!' she thought.

Sensing no resistance, Freddy continued to rub his hand along her panty-clad pussy, causing Billy to almost pass out from excitement. Then, with one quick jerk, he tore off her bright red panties. It seemed strange to Billy to watch them fall slowly down down down, until, as a mere speck, they passed into the clouds below. Then Billy was shocked into awareness as a jet plane narrowly missed them. Not to be outdone, Freddy pursued and overtook the plane. He waved to the passengers, who got quite a show as Billy and Freddy continued to make out while flying parallel to the plane's flight path. Billy blushed, realizing that her genitals were on display, and some of the passengers seemed to have cameras. Still, she didn't feel that she dared tell Freddy to stop...

As she thrilled to his touch upon her breasts, he slid downward, capturing one of her erect nipples with his mouth, causing her to nearly faint because of all of the richly throbbing ecstasies that were racing through her. Freddy rubbed his hand between Billy's legs. She felt the touch of his fingers on her overstimulated crevice. She blushed tremendously, as she came in his hand, knowing that he would know what she had done.

Paralleling his actions, she tore at his belt, removing it, and pulled the tight spandex of his pants down his muscular thighs, and calves. She gazed at his cock, marvelling at its size. It was both very long and very thick. 'When I'm Captain Marvel, even my cock is not that big!' Billy thought. 'And while Captain Marvel is an adult, Junior is still a teen-ager. Just imagine how large it will be when he grows up...' Before she had a chance to touch it, Billy realized that Freddy was flying them down lower; as they passed through a layer of clouds, he could see a mountain range. They must have flown far from Fawcett City...

Upon landing, Freddy gently pushed Billy to the ground, and positioned himself beneath her so that his face was beneath her pussy, and his crotch was below Billy's face. Billy found himself face-to-face with Freddy's huge penis, jutting majestically out in front of him. Slipping her mouth under his balls, she began sucking them. She soaked them with her dribbling hot saliva, pulling first one into her mouth, and then the other one.

Then, Billy realized that she must turn her attention to his immense cock. She was revolted by the sight of cum leaking from the purplish cock head, yet wasted no time licking it up, knowing that she must be convincing in her role or else she would never be able to regain her manhood. Billy tasted the velvety smooth cock on her lips and couldn't resist playing with Freddy's penis, which seemed to get harder and harder as she swirled her tongue around its tip, before opening wide her mouth and diving her head downward, engulfing Freddy's youthful cock, which was sent deeper and deeper into the back of Billy's wet mouth with each dive, each one more demanding and forceful than the previous one.

Meanwhile, Freddy continued to press his lips up against the tender folds of Billy's cunt lips, parting them with his tongue, gently but firmly. As he slipped his saliva-coated tongue down into her snatch, he seemed to make sure to rub the underside of Billy's clitoris, which caused Billy almost unendurable excitement. Billy felt Freddy's tongue jabbing constantly in and out of her cunt.

Billy, aching with a powerful yearning to escape from Freddy, his probing tongue, and his all-too-eager loins, lay helplessly sucking on Freddy's cock as he continued jabbing his tongue inside her, until she gasped in outraged pleasure as she was overtaken by an exceptional orgasm, making her throw her head back and moan. As she did so, Freddy rolled her off of him and stood up. Then he turned to face her, and as he began to lay on top of her, he positioned his enormous erection, glistening with her saliva, between her legs.

Stifling an urge to scream, she felt Freddy slowly shoving his enormous erect cock inside her. She shook violently, and, as his powerful organ ruptured Mary's hymen, permanently robbing her of her virginity, Billy felt a swift and lancing pain that she neither expected nor understood, causing her to gasp; but then she felt her body accepting him, her eager loins and hips swallowing him. Billy sobbed and whimpered uncontrollably as she experienced thrills that she had never imagined. In fact, she found herself responding and reacting to him with a great ardor, which for a moment, made her feel utterly ashamed and humiliated, but then she was exploding, starting an orgasm of cosmic intensities. Billy could feel Freddy coming inside her, as the hot drops spattered against her inner depths. She was weeping and moaning, as she briefly lost contact with reality, filled as she was with liquid raptures and unendurable ecstasies too wonderful to analyze. She felt her whole being shaking, realizing that she was beginning a seemingly neverending spasm, a series of many powerful climaxes. Billy was unable to protest or fight, only to enjoy. 'H-h-holy Moley!' she thought.

As Freddy pulled out of her, she said, whispering and weeping, "I was a virgin." She realized now that she had lost Mary's virginity (the pain of the hymen breaking now being recognized for what it was) as well as that Billy had never had sex with a woman, but now had been fucked by a guy...and not just any guy, but his best pal, Freddy! His humiliation at having been fucked by Freddy was equalled by his fear of what Mary would say when she realized that her body was no longer a virgin...not to mention that Billy had slept with Mary's boyfriend! And what would Freddy say if he ever found out!

"I know, and I'm sorry," Freddy replied. "I never meant to take things this far, but you never let me before today. I just got carried away, I guess." Then he suddenly collapsed, a victim of Sivana's Brain-Ray weapon.

Upon seeing him collapse, Billy realized that he could not turn sweet Freddy over to Sivana, even if it meant that Billy would remain in Mary's body forever.

Billy stood up, brushed herself off, and cleaned herself up as much as possible. As Billy stared at Freddy's unconscious form, with his firm muscles showing through his tight blue shirt, and with his blue leg-tights pulled all the way down to his yellow boots, revealing his splendid cock, which remained quite large even now, Billy knew that turning Freddy over to Sivana now would be an act of the utmost cruelty, one that she could not bring herself to perform.

She knew that there was only thing to do: visit the Rock of Eternity.

As she pulled Freddy's pants back up and began to pick him up, she considered the possible consequences of betraying Sivana in this way. Sivana could easily kill "Captain Marvel", really Mary in his body; then he would never be able to regain his manhood. But the other option, namely surrendering to him, was unacceptable; without the Marvel Family to stop him, Sivana would wreak untold havoc.

'But,' Billy hoped, 'Sivana may not have time to react if I do things right...' With Freddy in tow, Billy flew up into the air, and began to accelerate to the speed of light and beyond, thereby enabling her to reach the Rock of Eternity, from whence any location in time or space could be reached; more importantly, the Rock is the home of the wizard Shazam. 'Whatever those fiends have done to Shazam,' she thought, 'they've probably left him there.'

As she approached the huge mountainous Rock and entered through one of the usual cavern entrances, she wondered how they could possibly have incapacitated Shazam.

As she entered the main cavern, she saw two figures next to a ten-foot tall block of shiny metal. Flying closer, she could identify the figures as Sivana's evil children Georgia Sivana and Sivana Junior, both of whom had inherited Dr. Sivana's brilliance, evil, and looks.

They each fired some strange-looking rayguns at her, but they were unable to hit her, thanks to the speed of Mercury, and she quickly knocked them both out, without waiting for any sort of explanation.

Then she heard a weak voice in her mind. 'Mary? Is that you?' It sounded like the wizard, though he was nowhere in sight. Billy decided to answer, thinking 'Uh, yes.'

Shazam explained, 'The young Sivanas have trapped me in this block of metal, some sort of alloy of Sivanium and Marvelium, according to them. My powers are ineffective while I remain inside.'

Nothing more needed to be said, and Billy punched the block for all she was worth...and failed to even dent it. 'Try harder,' said the wizard's weak whisper in her head. Billy pummelled the block repeatedly, with an anger born of one thought: 'I don't want to be Mary anymore!' As her repeated blows continued to have no noticeable effect on the metallic block, tears of desperation welled up in her eyes. 'I'm a boy not a girl!' she thought, panic beginning to fill her body, as she realized that without Shazam's help she would be Mary forevermore. With her tear-filled eyes shut, she struck blow after Herculean blow against the block, and finally heard a 'crack!' Opening her eyes, she noticed a thin crack formed in the metal block.

"Ah, that's a little better. Now, Mary, tell me what has transpired," Shazam requested.

Wiping the tears from her eyes, she mentioned how she and Captain Marvel had been captured, leaving out the fact that she was really Billy and not Mary, nor did she mention Black Adam's advances on her. Then she told how Sivana let her go to distract Junior, and that she did, resulting in his current unconscious state, leaving out the fact that she and Freddy had had sex.

"The situations sounds grim indeed. Unfortunately, I doubt that I can be of much help, my dear. I'm afraid I am still quite weak, and I won't recover fully until I am freed. Yet you seem unable to free me by yourself, and I now realize that the combined forces of you, Captain Marvel, and Captain Marvel Junior may be required to set me free." Shazam told her.

She considered interrupting to tell him that she was really Billy, but she still felt too embarrassed to mention it. 'Hopefully,' she thought, 'the situation will take care of itself, when Mary and I say the magic word together again.'

"The only help I can provide would be to send you one magic thunderbolt before I overtax my reserves. Call my name should you need it. I will watch over Captain Marvel Junior while you deal with the villains as you see fit."

Billy nodded mutely, and flew out the tunnel leading out of the Rock. 'Well, he was no help,' she thought.

As Billy flew from the Rock, a plan began to develop in her mind. She returned to the mountain where Sivana had made his lair, returning mere moments after she and Freddy had made love many miles away.

Dr. Sivana was waiting for her, wringing his hands with anticipation. Only as she approached closer did he realize that she was not bringing Captain Marvel Junior to him.

"W-what?" He sputtered. "Why have you returned without the Big Blue Cheese? I saw the Brain-Ray work on him with my Super-Telescope!"

"The deal's off, Sivana!" she exclaimed in what she hoped was a deep-and-serious sounding tone, but not sure how she would sound with Mary's voice. As she flew towards him, her fist landed squarely on his jaw, causing him to fly back to the wall and slump motionless to the ground.

"That was a foolish decision!" Black Adam spoke, having only now entered Billy's field of vision. "To destroy Captain Marvel, I need only pull this cord." Adam's right arm moved towards a pull-rope hanging from the ceiling.

"NOOOOOO!" Billy cried, launching herself at him, and they both fell to the ground.

"Hmmm. Not bad." Adam commented, as they rolled across the floor. "But. You will be mine. I have claimed you." He breathed out harshly, as he rolled on top of her, and shoved her shoulders roughly against the floor, and thrust his right black-clad knee between her legs.

Billy was surprised at his strength. He had always believed Black Adam to be only equal to each of the Marvel Family; however, Adam's strength felt much greater than her own, much as a man with Adam's body-builder physique would overpower a woman with Mary Marvel's build.

Holding her chest down with his left hand, and positioning his left leg ontop of her lower thigh, Adam had Billy in a quite helpless position as he began to undo her yellow belt with his right hand.

"Sh-Sh-Shuh..." Billy whimpered as her belt was drawn off of her.

"You know, I really don't like much talk during sex," Adam snarled, shoving the wadded up cloth belt into her mouth.

"Gluhuhm!" Billy shouted as best she could, but knew that her plan was doomed to failure now that she had effectively been gagged. Unable to speak, she could feel a little drool leaking from the corner of her mouth.

Adam used his now free right hand to pull up her blouse, and she once again felt his warm breath on her naked breasts. He fondled the nipples one at a time, watching them harden at his touch, causing Billy unexpected pleasure. Somehow, her body was responding to Adam's touch, making her gasp with every touch.

"Your breasts seem to remember me," Adam commented, smiling at Billy with a peculiar leer. Billy struggled to get free, her hands clutching for his throat. However, Adam grabbed her wrists, both in one of his hands, and pulled her arms back to her side, and held them there, as his other hand pulled her skirt up to her waist.

"You can not resist me! You belong to me, now!" Adam yelled at her, as his free hand reached for her crotch. However, Adam seemed momentarily confused as to what to do next, as if he couldn't figure out how to keep her still, while removing his pants. Then inspiration struck. Using his ability to fly, he rose into the air a few feet, still holding onto her and keeping her beneath him, and flew towards the pull-rope. With his free hand, he held onto the pull-rope, and laughed, saying, "Unless you do as I wish, I will kill your friend the Captain, now. Of course, I'll probably kill him later, but at least he'll get to live a little longer this way. Now don't move!"

So saying, Adam got off of Billy, and let go of her wrists. Adam stood, with one hand still holding the pull-rope, and struggled to pull down his black tights with his other hand, soon releasing his huge erect cock.

Billy knew that she should be doing something, but feared to do so, with Captain Marvel's body at risk, so she merely marvelled at Adam's cock, which was not as long as Freddy's, but was thicker than Billy imagined that cocks could be. Billy thought it was monstrously ugly, but could not take her eyes off of it.

Then in a flash, Adam was upon her again, having let go of the pull-rope, and grabbed her wrists in one hand, while maneuvering his erection with the other. She felt its tentative approach, and wished she could ignore what she knew was coming next. Then with one sudden lunge, he entered her, painfully, his thick cock being so large that she thought she would burst.

He thrust powerfully into her again and again; as a wave of pleasure struck her, she was ashamed and revolted, but excited nonetheless. Repeatedly, his organ shoved into her, and she wished she could be anywhere else, yet didn't want it to end, and she stop resisting him, knowing that she shouldn't, but not caring about anything but Adam's cock, and he seemed to notice that she had stopped resisting, for his strokes became more gentle and more tender, almost tantalizing, keeping her on the brink of orgasm, but never quite allowing her to come.

"Now you realize that you are mine, don't you?" Adam asked, as he stopped fucking her, though with his hard erection still deep inside of her.

Helplessly, Billy could do nothing but nod, realizing that Adam had conquered her, that she was now subject to his sexual whims.

"I am going to remove the belt from your mouth. I want to hear you tell me that you love me, that you are mine to do with as I wish. I want to hear you call out my name as we orgasm together. If you don't, I can easily snap your neck. Is that understood?"

Billy knew that she was powerless, but saying those things...she was afraid to do so, as if saying them would make them true...or truer, anyway. But she had no choice.

As Adam removed the sodden belt from her mouth, he stared down intently at her face.

"Well? Say it!" Adam demanded, starting again to pump into her again.

"I...I, uh, love you." Billy replied hesitantly, trying to disassociate herself from what she was saying.

"Like you mean it!" Adam yelled back, slapping Billy's face angrily.

Marshalling up all her willpower, Billy tried to say it like she meant it, and realized that perhaps what she needed to do was to just stop resisting, to give into the pleasure that Adam was providing. As she did so, she found herself able to look up into Adam's cold heartless eyes and tell him, "Adam, I love you, oh, I love you so much."

She meant it. She loved being fucked by him. As long as he continued, she would do anything for him. She felt herself on the brink of a powerful orgasm.

"And?" he asked, as he paused in his lovemaking, pulling his monstrously thick cock entirely out of her, waiting for her to continue.

"I am yours, completely, to do with as you wish. I have no purpose but to satisfy you, the one true love of my life," she quickly uttered, hoping to get him to finish what he had started.

"Good answer!" he replied, plunging back in to her with all the strength and vigor of a man possessed of the powers of the gods themselves.

Soon, she felt herself about to come, as Adam spoke, saying "Now, we come together, and you are mine completely. Bitch!"

'Bitch?' though Billy. This one word broke her out of her reverie, and she realized the full horror of her situation. This man, her worst enemy, was raping her. 'Bad enough to be with a man,' thought Billy, 'but to be raped by a man, a man who is the embodiment of pure evil...'

She refused to accept that she also hated him for making her enjoy it so; how could she, a young teenage boy, enjoy such a thing?

She realized that she must try to stop him, the only way she knew how. As their mutual climax's inevitability was ensured, Billy chanted Adams name.

"Oh, Adam, oh Adam, I love you, Adam, oh... I'm so glad the old wizard brought us together!"

"Oh, yes. Oh, thanks, whereever you are, Shazam!"

At the moment that they both climaxed, a magic thunderbolt lit up the room, striking Adam, and reverting him to his nonpowered self. Billy felt her vaginal walls tightening with superhuman strength around Adam's now merely human penis; she felt it crushed by the unimaginable pressure, as it spurted lifelessly inside of her.

Adam staggered back, off of her, collapsing against the wall, one hand instinctively moving towards the terrible wound at his crotch, the other hand clutching vainly at the pull-rope that Billy had earlier prevented him from pulling. His fingers touched it lightly, but were unable to grasp it with enough strength to pull on it, and he fell, seemingly lifeless, against the hard floor, muttering "Shazam...Shazam...Shuhzngh."

Billy stood up, and swiftly searched the cave complex for signs of Captain Marvel. Entering one room, she saw a huge machine labelled "Brain-Ray Device." Having had more than enough of it, she smashed it with a couple of well placed punches. Then she continued her search, and in one room, she found him, surrounded by strange-looking metal rods pointed at his prone body, chained, much as Billy had been, with chains made of Sivanium.

"Uh, Captain, or, uh, Mary?" Billy asked, but Captain Marvel did not move. She stared at his body, once belonging to her, and felt a surge of pride at his wonderful physique. With one hand, she touched his nonmoving chest, and rubbed her fingers down it, stopping at his yellow belt. 'How odd to see my body from this angle,' she thought, curious to see it naked. She rubbed the large bulge in his crotch while undoing his belt. Pulling down his pants, she found herself staring at the large penis that was revealed. After her sexual encounters with Freddy and Adam, she was no longer as timid as she might otherwise have been; Billy found herself fondling the Captain's penis, watching as it grew hard, and comparing it to Freddy's, thinking that maybe she had overestimated Freddy's size, and wondering how she could get them together side-by-side to compare.

'I've always wanted a blow-job,' she thought as she wrapped her lips around the top of his cock. Then suddenly she realized what she was doing, and, feeling rather ashamed, she stopped, re-dressed Captain Marvel, freed him from the chains, picked him up, and flew back towards the Rock of Eternity.

As she flew, she thought, 'Now Shazam ought to be able to turn me back to normal.'

How little she knew...

Billy flew towards the Rock of Eternity, holding the unconscious body of Captain Marvel. She just hoped that now the wizard Shazam would be able to help her return to normal. As she flew into the great central cavern, past the statues of the Seven Deadly Enemies of Man, she saw that little had changed. Captain Marvel Junior remained unconscious on the floor, Sivana's children were likewise still out, and Shazam was still stuck in the large block of metal which Billy had only been able to crack slightly.

"You have returned, I see," Shazam commented. "I assume all went well?"

"Not exactly," replied Billy, who told Shazam that she had tricked Black Adam into saying 'Shazam', before Adam could kill Captain Marvel, leaving out the fact that Adam had raped her. However, she had not found a way to wake Captain Marvel or Captain Marvel Junior.

"I see. Perhaps you should take the criminals to the authorities?" suggested Shazam.

"Oh, yes, of course." She knew that she should have known to do this, but Billy just wasn't feeling like himself (or herself) today. She gathered up the Sivanas and flew back to where Dr. Sivana and Adam had been left. Soon, all four villains had been deposited at the Fawcett City Police Station. Then, she quickly flew back to where Shazam awaited her.

"Now," began the wizard, "we must concentrate on awakening Captain Marvel and Captain Marvel Junior. While you were away, I determined that Junior's mind has been affected in some way which serves to keep him asleep for an indeterminate amount of time. However, now that you have defeated Sivana, it should be a simple task to use the Brain-Ray Device to reverse the damage, both to him and to the Captain."

"Oh. Uh, well, I, uh, I sort of destroyed it. Isn't there any other way?"

"Perhaps the Sivana family knows of another way, but I doubt that they will tell you," commented Shazam.

"Well, it's certainly worth a try!" Billy responded, flying out the central cave, back to the Fawcett City Police Station, where she learned that Adam had been sent to a hospital, and Dr. Sivana was being held in a maximum security prison. However, she learned that his two children were still here, and that she was allowed to question them. The two evil geniuses began nattering as soon as she arrived:

"We should have known better than to try to take you on." "Obviously, we couldn't defeat someone as wise as you..." "We'll tell you how to reverse your failure if you let us free." "After all, it'd look pretty bad for you to be stumped by our father, now wouldn't it? What would all the other superheroes say?"

Billy was surprised by their uncharacteristic words. "You don't really think that I am so vain, or... or proud, that I would let you villains free just so as not to lose?"

"Maybe you'll let us go because it's the easy thing to do. Why worry about the work you may have to do to reverse the Ray's effects?" "You must hate being confounded so! So, let us go!" "No doubt, you envy our technical brilliance. Free us, and we shall share it with you."

"What next? Are you going to try to bribe me?"

"Certainly; perhaps we can work out a deal with your greed..." "We'll even let you keep all the credit for yourself."

Realizing that talking to the Sivana Family would get her nowhere, and mystified by their odd comments, she turned to them one last time, saying, "Your evil plan can not succeed, for good always triumphs over injustice!"

Then, she left them, and flew away, noticing that the policemen were paying careful attention to her, as if they were fans of hers. She felt a moment of pride, which she felt well-deserved, having resisted the Sivanas' offers despite how much she longed to be male again; she knew that no matter what else happened, that she was a hero, and she knew that the cops respected her for it, and thus, stared at her with admiration. It wasn't until she was several miles away that she realized that they could have seen right up her skirt to see that she wasn't wearing any panties.

After this moment of humility, she thought, 'if the Sivanas won't help me, then the only thing to do is to see if I can repair the Brain-Ray Device on my own!'

Flying back to Dr. Sivana's hideout, she quickly found again the room containing the remains of the Brain-Ray Device. A quick examination of it revealed to her that it was completely irreparable. However, she discovered a closet in this room that she had not noticed earlier, inside of which she found a small sphere with a long tube sticking out of it, on which was written, "Prototype Device. Dangerous. Do Not Use." She noticed eight buttons on the device, the last of which was labelled "Reverse Process". After examining the rest of the lair at superspeed, and finding nothing else of any particular interest, she figured that this device might help awaken the others, and thus quickly took it back to the Rock of Eternity, explaining what she had found to Shazam. They both agreed that it was worth trying, despite whatever danger it might possess.

Pointing the tube at Captain Marvel Junior, she pressed the "Reverse Process" button. As she did, the device began to hum and whine, finally exploding in a cloud of black smoke. As the smoke cleared, she could see that Captain Marvel Junior was regaining consciousness. She felt a surge of joy, realizing that the device worked, and could likely awaken her original body, until it sunk in that the prototype device had exploded, and that they still had no way to awaken him, and likely never would. She found herself struck by a sudden sense of loss, which apparently showed in her face, as Freddy asked, "What's wrong?"

She explained that they might not be able to awaken Captain Marvel, and he mistook her fears for sisterly concern. As Freddy hesitated, obviously trying to think of some soothing words with which to comfort her, Shazam interrupted them.

"All may not be lost. Perhaps he could still be awakened by the transformation which occurs when he is struck by a Shazam-bolt. As he cannot speak, you will have to speak my name while near him, and fly away quickly so that the bolt will strike him, not you."

Billy agreed to try. As she spoke the word 'Shazam', however, nothing happened. Nonplussed, Freddy said, "Let me try." He spoke his magic phrase, 'Captain Marvel,' and raced away from Captain Marvel. However, the bolt, as both Marvels could see due to their speed of Mercury, forked between Captain Marvel and Mary Marvel, coming up short, and therefore striking neither.

"Obviously," stated the wizard, "something peculiar must have happened when you two last transformed. It seems that you must both be struck by lightning at the same time, or neither may change."

"But why can't I summon the magic lightning, Shazam?" asked Billy.

"I sense that your costume is incomplete," mentioned the wizard, at which Billy blushed, recalling that Freddy had torn off her panties during their lovemaking session, and she had watched as they had fallen down through the clouds, to end up the gods only know where. "I think that may be the reason why you can not summon the Shazam-bolt. It seems unlikely, but..."

"And until we can both summon lightning at the same time, the Captain will be unable to awaken?" asked Freddy.

"I believe that to be correct," answered the wizard, "and I fear the Captain can not survive forever in his current state."

"Then we'd better find the rest of Mary's costume!" Freddy declared, turning to Billy, saying, "Come on!", and flying out the cave, with Billy following resignedly behind.

After returning to their picnic spot, they attempted to retrace their flight path.

"I believe we were headed in this direction," Freddy commented, leading Billy in their flight.

"Does anything look familiar?" Billy asked.

"It certainly does," Freddy said, staring straight at her.

"What...Oh." She blushed.

"In fact, I remember doing something like this." So saying, he flew close to her, and reached under her skirt, with his right hand. She felt his fingers between her legs, which she parted to welcome him, and then his finger was sliding up inside, and she whimpered with delight. Leaning closer, he wrapped his left arm around her, pulling her closer to him, and his face leaned towards her. Then his warm, seeking lips found hers, and his kisses seemed to her more wondrous than she could believe. She responded to his powerful kisses with a great ardor that frightened her, and found her tongue slipping between his lips, seeking, exploring, tasting him. As he pulled her closer to her, she felt his hard sexual organ. pressed against her leg, as it strained against its tight confines, and it felt good to her.

As his right hand moved from her crotch and began to pull her skirt down, she instinctively tried to back away, not wanting to lose more of her costume, but he held her firmly yet gently, as he pulled his lips from hers, and told her, "Don't worry. We can continue on the ground." She noticed that he was flying them towards a large grassy field, surrounded by trees, and she first felt then saw her skirt slide down off her legs and land, a red blot against the green. He then pulled her cape over her head, and let it fall nearby, and started working on her short-sleeved shirt.

"Allow me," she heard herself saying, as she moved back slightly, and she felt the cool wind on her exposed breasts as she pulled the blouse up, and for a moment she could see nothing but the red fabric, and then she was free, her blouse drifting steadily in the slight wind towards the ground.

Then his hands were on her breasts, his touch sending sensuous waves of pleasure through her. As his mouth moved to her nipples, his tongue teasing the tender flesh, she moaned and ground her body against him, distracting him so that they were no longer flying but falling, and they hit the ground with a loud wham, which startled them both, though naturally they were not hurt.

Billy knew that she wanted Freddy, that she would not have to pretend to find him desirable this time. She noticed that Freddy's cape was already on the ground, and as he began to remove his shirt, she reached for his bulging crotch with eager anticipation and fondled him through the fabric of his blue tights. She could see the effect of her actions through the tight fabric, and it only excited her all the more. She had to stop, however, as he removed his boots, and finally, his tights, revealing his majestic tool.

He stepped away from her then, and lay on his back on the grass. "I don't want to make you do something you'll regret, this time," he said softly, "If you want me, here I am. If not..." But he had no need to continue, for she was beyond reason, beyond worrying about later, and as she crawled eagerly on top of his naked body, his arms wrapped around her, and she felt his warmth. As he held her tightly and spoke soft gentle words to her, a strong sensation of desire arose within her, and she squirmed on top of him.

Then she felt his immense organ begin to slide up her slippery sheath, and she realized that this time, she might be considered the instigator; already made extremely horny by Freddy's hungrily passionate kisses, Billy felt every inch of Freddy's stiff cock sliding slowly deeper into her tight canal, and responded by writhing and thrusting her hips in an instinctive way, and as she felt him moving steadily inside of her, she exulted in the pleasurable sensations; she felt no pain, only an intense ecstasy beginning in her loins, flowering in her brain, and touching all parts in between. Barely aware of anything else, she was kissing Freddy with rich and heady passions, perhaps set free, knowing that she might never become Captain Marvel again.

"I don't want this to end, Freddy," she whispered, "I just want to be here in your arms like this forever."

"Yes," he whispered, "I just want to hold you. I love you, Mary, I love you so very much."

Being called by Mary's name thrilled Billy, though she wasn't sure why, except perhaps because it meant that Freddy accepted Billy as Mary, that if she could never become male again, she could continue in Mary's life. And, as he spoke these words, she felt Freddy's huge cock moving deep inside her, and she began to come wildly and uncontrollably, in a series of quick convulsions which were among the most intense that she had ever experienced. His arms continued to hold her firmly as he kept moving inside her, and she felt the wetness spilling from her greatly overstimulated depths, and she felt a sense of tenderness towards Freddy, and wondered if this was truly love. As she trembled, shaking with uncountably many separate tremors, she wondered if it was possible to fall in love so quickly, but the thought was a fleeting one, as she continued to wriggle, riding up and down on his cock again. She was shamed by her passionate eagerness, feeling as if she was doing something terribly wrong by enjoying sex with a guy; however, she was soon lost to reason, again blotting out all but pleasure in her mind.

Freddy's heaving, thrusting assaults continued faster and faster, until he suddenly stopped and she felt him turning and herself turning with him, and she found herself beneath him, and he was again thrusting his huge rod into her, and she gasped and moaned uncontrollably. While his arms continued to be wrapped around her shoulders, her legs had moved around his back, as she thrust her hips vigorously against him, making harsh meaty sounds, and time ceased to have meaning for her. She felt that hours must be passing, and the sky grew dark, yet Freddy continued. He continued his love-making incessantly; Billy came again and again, yet Freddy continued. The sky grew light again, then dark. Days passed, and Billy lost count of them and of how many times she had come. This time, she knew, Freddy was marshalling all the stamina of Atlas (and not the speed of Mercury), and she was enjoying every moment.

She had given herself up unreservedly to sensation, and her whole body quaked, and suddenly all that had gone before seemed mere prelude, as Billy felt Freddy coming deep inside her, and she came in long, shuddering spasms, as an exquisite rapture embraced her, and glorious sensations of intense ecstasy filled her being. At the moment of his orgasm, as she felt the warm drops splattering against her depths, she knew that this experience was unlike any she had known before, an extended time of sensual pleasure, so that as they lay together, locked in their panting, sweaty, sexual convulsions, she began to realize that despite her embarrassment, she had enjoyed every second of her session with Freddy. 'Holey Moley!' she thought.

After the hot fires of their passion died down, they lay side by side, locked in each other's arms. Freddy kissed her lips sweetly, and whispered to her, "I love you."

"I love you too, Freddy," she said contentedly, and she believed that she did love him, and realized that these feelings were real, and wondered if she really wanted to become male again. Perhaps she could stay in this body forever, but she knew that could not be, that Mary would want her own body back, even if Captain Marvel could ever be revived. Yet her worries did not last long, as she soon fell asleep.

As she awoke, peering through eyes only half open, she noticed Freddy staring at her. Groaning, she stretched, and sat up.

"Welcome back to the living, sleepy head," Freddy teased. Billy realized that he was fully clothed now (and she was wondering if she should feel guilty for being disappointed), and so gathered her clothes and put them on at superspeed. "Lets get going," he suggested, so they flew up into the air, again on the lookout for Mary's panties.

"How long had I been asleep?" she asked.

"I dunno. I just woke up myself. Hey, what's that?" Freddy suddenly asked. Billy looked where he was pointing, and saw what looked like several large rockets arranged in a row.

"That looks suspicious. Shall we investigate?"

As they flew down, they failed to notice a figure, hidden in shadows, sneaking up through a trapdoor in the ground. "How odd," commented Junior, "these missles have no markings of any government on them."

"Ha Ho Ha Ho!" laughed the figure lurking in the shadows, "Of course not, boy! For they belong to me!" Stepping out to where the Marvels could see him, the half-naked King Kull the Beastman, fired an unusual-looking weapon at the two Marvels. A pair of energy nets flew from the weapon, one trapping each of the two Marvels within its confines. As the energy from the nets coursed through their bodies, they passed out.

When Billy awoke, she found herself tied spreadeagled; this time, her bonds were of some strange solid energy that she could not break. Lying next to her was Captain Marvel Junior, not yet awake. As she struggled against her bonds, Kull noticed her attempts to free herself, and turned towards her. She found herself examining his excessively hairy body, and, despite herself, she wondered what he would look like naked. Though his face was revolting, with its savage, primitive features and unkempt hair topped by a horned helmet with a small metal skull atop it, his hairy muscles made her curious, as he wore only a belted leopard-skin loincloth which almost seemed too much...and she knew that as Captain Marvel, she had never thought of Kull as anything but despicable, and was at a loss as to why she felt differently this time.

"Those bonds are strong enough to hold even you Marvels. You can't hope to escape."

"What are you up to, this time, Kull?" she demanded in her best defiant voice.

"At last, I will be able to kill all the humans on the planet! As they destroyed my race of beast-men after overthrowing our rule, so shall they die today! My missles contain a radioactive gas that will be spread throughout the Earth's atmosphere! Then all the humans will die! Ho Ha Ho!"

"Single-minded, aren't you? But can't you see that vengeance is a useless path? How will destroying all of mankind help you?"

"It matters not, for I SHALL have my revenge. Ho Ha Ho!"

"Wouldn't it be better to find some way to honor or even recreate your people than to spend your time being defeated in your repeated attempts to destroy all humanity?"

At this, Kull pulled back one arm, then paused, as if preparing to strike her, but reconsidering.

"You have a point, girl," Kull told her, then left the room. 'Could it be?' thought Billy, 'Could I have really gotten Kull to reconsider his evil ways? It almost seems too easy.'

Returning momentarily, Kull carried a small black box, and asked her if she knew its purpose; she admitted that she did not.

"Then I think you will be much amused," he responded, with a hint of eagerness in his smile.

Holding the box with one hand, he removed his only clothing with the other, revealing to Billy's surprise and disappointment, Kull's pitifully small genitalia. However as he fiddled with the box, holding it over his crotch, it emitted a strange ray which had a startling effect on his sexual organs. His balls began to grow first, slowly expanding until each was the size of an orange. Then his small, almost child-like penis, began to lengthen and expand, becoming first man-sized, then growing further, until it was larger than any she had ever seen, over a foot long and proportionally thick. "I think you know what happens next." Kull leered at her.

"Yes," Billy stated, half disguising her disgust and half disguising her secret excitement, "But I can't do much tied up like this."

"You can do enough. But know that my machines to destroy all of humanity are voice-activated; surely you know that any betrayal would mean the death of your precious humans. So, yes, I will untie you, but you must pleasure me with you mouth." Kull freed her as he spoke these words to her, and she hoped that if she went along with him, that he might give up his plans to destroy mankind.

Billy proceeded to obey Kull's command, and, kneeling between Kull's thighs, where his gigantically enormous genitals awaited her, she realized that she was privately eager, or at least curious, to do what he had commanded her to do. For no reasons that she could easily comprehend, Billy felt an overwhelming need to taste Kull, to feel the huge hardness of his penis in her mouth. As she placed her hands against his thighs, she felt tremors in his legs, and as she put her slender fingers around his monstrous cock, she saw only malevolence in his eyes. Yet, she smiled up wantonly at him, wanting Kull to know how willing she was to use her mouth to give him this special pleasure. Sliding her lips around Kull's cock, she used her fingers to pluck at and tickle his enlarged balls while using her mouth and tongue skillfully along his vast organ, curling his toes and twisting his face from the great ecstasies which she provided him. After only a few minutes of her frenzied activity, he interrupted her.

"Enough. I shall explore your loins now; lay back."

Billy lay back on top of a metal slab, having surrendered her will entirely to Kull, and she noticed him climbing astride her, and then she suddenly felt Kull sliding his long hard organ into then out of her too tight sheath, and the immense erect penis filled her almost painfully, yet delighted her indecently, arousing familiar sensations and ecstasies which she knew she should not be enjoying. Kull was thrusting easily in her, and she could sense his fierce pleasures, as he began to breathe heavily, his body hair soaked with sweat. She was hoping and fearing that he would continue to last a very long time in her, knowing that she was moving slowly toward the crest of an ecstasy that she had not yet known, and she was surrendering to a new type of sensuality wondering, uncaring, if she had already accepted her newfound sexual desires, and the ulikelihood of becoming a man again. She knew that her behavior was odd, but continued to absorb Kull's massive organ into her, allowing rich, hedonistic pleasures to prosper in her body. She writhed and shifted her hips and pelvis in what she considered a shameful acceptance of savage pleasure, and that distressed her considerably. She told herself that after this time, she would never have sex with any man again; well, except perhaps Freddy. Even then, she knew she was just kidding herself.

After several hours, she began to feel weak and ashamed, a sense of utter degradation welling up in her as she realized who it was that she was allowing to have his way with her, and she no longer was able to thoroughly enjoy Kull's eager movements. She also felt raw and sore between her legs, and almost regretted the earlier lovemaking with Freddy, who had worn her out; yet despite herself, her flesh blazed with aroused and overcharged nerve endings, and she could feel Kull responding to her own sexual furies and she began to writhe and squirm in a new and wondrous orgasm of her own, when he came, and then she felt his seed spurting into her deepest depths.

Kull remained atop her, until his organ shrivelled up and fell out of her. She noticed that it had returned to its previous tiny size. As Kull, his body hair matted to his chest by sweat, arose from on top of her, he laughed:

"Ha Ho Ha! My race is well on it's way to living again, all thanks to you! Ho Ha Ho!"

"What do you mean?"

"The ray I used on my genitals served a more important purpose than mere enlargement: it supercharged my sperm as well! You are undoubtedly pregnant now; perhaps you will even have dozens of my children!"

In horror, Billy stared at her stomach, imagining what it would be like to have something living inside of her, something that would forever remind her of King Kull. She had never considered the possibility before now, and she was terrified.

"You are right," Kull continued, "This is certainly more fun than mere genocide. Ha Ho Ha!"

"I'm, I'm glad," Billy lied, with fingers crossed behind her back. "I want to help you recreate your race. If you promise not to subjugate humanity, I will stay here willingly with you." She hated to lie, but at least she had her fingers crossed...and after all, the fate of the world was at stake.

"Ho Ha Ho! As if you had any choice! You will be my queen! Now, kiss me!" Kull grabbed her roughly, closed his eyes, and planted his lips crudely onto hers. Then she had an idea. She accepted his kisses, and opened her lips, allowing his horrid tongue access to her, but made sure to keep her lips clamped firmly to his, as she put her arms around him, and without warning flew as fast as she could, at superspeed, flying through passageways and in and out of rooms, finally coming to an exit. Flying up into the sky, she removed her lips from his, as he sputtered, "Destroy! Destroy!"

"Too late, Kull. Your machines are too far away to hear you now. Say goodnight!" And she let go of him long enough to sock him, but had to catch his unconscious form before it hit the ground.

She quickly freed and woke Freddy, and they demolished Kull's headquarters, throwing his missles far into space where they could never harm anyone again. As they scoured his lair for other items of interest, Billy found her panties under his pillow. 'Oh. Kull must have found them when they fell,' she thought, and told Freddy the good news. Putting on the torn panties as best she could, holding them at the sides where they had been torn, she joined Freddy in delivering Kull to the authorities and returning to the Rock of Eternity.

"Well, did you find the missing part of your uniform?" asked Shazam.

"Yes, Shazam, I did."

"Ah," the wizard stated, aware that she had said his name and no magic bolt had struck her.

"And, I, uh, think I might be pregnant..."

"Hmmm. Yes. I do sense a new life forming inside you. That must be the reason that you cannot change; a safety feature of the magic lightning...after all, the magic lightning would likely kill your unborn child."

"Then...Then I won't be able to change until I give birth?"

"Not necessarily," interjected Freddy. "Remember how I got my powers from Captain Mar...er, the Captain? Could we perhaps do something similar to give the child powers from Mary?"

"Perhaps," considered the wizard. "But whereas I was at full power as I oversaw the transfusion of power that you received from Captain Marvel, the metal entrapping me still limits my abilities; while you should be able to summon the magic lightning bolts any number of times now, I am too weak to oversee such a transference of power."

"I seem to recall reading in the papers about something...I'll be right back." Freddy then flew out of the great cavern, and returned mere moments later, holding a newspaper.

"It's a good thing I sell these things, or I'd never have noticed this...Let's see...Here it is," he continued, pointing to an article on the front page. "Something called a 'transferometer' is going to be on display at the Fawcett City Science Expo down at the Civic Center; it's designed to facilitate energy transfers. Could such a thing help in this situation?"

"I know nothing of the science involved, but it is certainly possible. Perhaps you could seek aid from the scientists displaying their inventions. But you must hurry, for, as I mentioned before, I doubt the Captain can last much longer, merely days or perhaps hours, in his current state."

Billy and Freddy glanced at each other, and seeing determination in each others' eyes, flew like twin rockets back to Fawcett City.

As they flew down to the Fawcett City Civic Center, Freddy turned to Billy, saying, "I don't think we should try to attract too much attention; how about if I go in as Freddy Freeman and you wait here for me? I'd invite you to come along, but you can't change to your civilian i.d. ..."

"Sure, that's fine," Billy replied, "I'll wait here on the roof for you."

So, Captain Marvel Junior flew down into a deserted alleyway and said the magic words 'Captain Marvel,' which as usual, caused a bolt of lightning to strike him, transforming him back into crippled newsboy Freddy Freeman. Mary watched him struggle with his crutches as he entered the building, when suddenly she noticed someone hitting Freddy over the head and dragging him inside.

Flying down to investigate, she saw a strange ray from one of the exhibits strike her, and then suddenly she was somewhere else, lying down on his belly, Billy stared at his surroundings, and saw a room full of sleeping giants. Huge tables and stalls were set up everywhere; monumental gadgets of unknown function were displayed prominently. Billy imagined this to be a gigantic version of the inside of the Civic Center, but how could this be? Then Billy noticed an upside-down oversized wineglass suddenly lowered around him, and he was trapped. Billy tried to fly forward, and found that he could no longer fly. He then tried standing up, and realized that he could not feel his legs, nor could he feel his arms. Starting to panic, Billy jerked his head around to see what had happened to his body, and saw only a green worm-like body with several red spots on the side; he flexed where he imagined his legs should be and saw his tail twitch. He realized that somehow his mind was in the body of his old archenemy Mr. Mind; in fact, he realized that he was wearing Mr. Mind's usual spectacles and voice-box. He then heard several voices, belonging to people that he could see only indistinctly through the curved glass of his prison, say, "Did it work?"

"Yeah, boss, is dat you?"

Then a familiar feminine voice, Mary's voice, responded, "Yes! At last, Mr. Mind is triumphant! With the aid of this fool's transferometer, my mind-exchange device finally works, and I now possess all the powers of this young girl!"

"Say, uh, should we call you Ms. Mind now, boss?"

"Don't be absurb. Sex is totally irrelevant."

"Uh, what makes you say dat, boss?"

"Well, of course, we worms are hermaphroditic, so your distinctions between male and female make no difference to me."

"How bout we calls you 'Mary Mind', then?"

"You will continue to call me Mr. Mind, out of respect, if for no other reason. If not, then I will crush your puny heads like this."

Then, Billy heard a terrible noise, which he could only imagine to be someone's "puny head" being crushed by the great strength of Mary Marvel.

"Sure thing, Mr. Mind, boss, sir. Anything you say."

"Good. Now pick up the device, and lets get out of here."

"Uh, gee, what about your old body, boss?"

"Leave it. I have no further use for it. And when the cops arrive, they will undoubtedly believe it to be me, despite its claims to the contrary. They tried to execute me once; perhaps they'll do the same to Mary, trapped in my body! Then we'll be rid of one of those annoying Marvels...forever! Hahhaha!"

"Uh, okay, boss."

Then Billy saw the blurry figures move and exit from the main entrance, and wondered if he would ever be able to return to normal, to be Mary Marvel again, and then he realized that he had come to think of Mary's body as his own. He knew that he should want to become Captain Marvel, not Mary; yet, of course, anything would be better than being a worm.

A brief moment of paralyzing panic hit him, as he knew that he could not stop Mr. Mind now, and he could see no hope for becoming human again, whether male or female. His panic grew, as he continued to instinctively try to use limbs that he no longer possessed, limbs that hecould not imagine doing without. After several minutes of frustration, he calmed down, and realized that there was still one hope: if Freddy could be awakened, he might be able to track down Mr.Mind. But first, Billy would have to escape from his glass prison.

He wriggled as best he could up to the side of the glass and tried to shove against it with his shoulder as hard as he could, but found that, try as he might, however, he could not push the glass over; he lacked the muscle power necessary even for such a simple task. Nor did rushing at the glass wall make a difference, with what little speed he could achieve.

After about fifteen minutes of struggles, the whole building suddenly shook with great force, and the glass began to teeter back and forth. Seizing the moment, Billy pushed against it as it rocked forward and watched satisfied as it slowly began to tilt further forward, finally falling against the tabletop, where it remained still. Billy then began to figure a way down from the table. Jumping seemed a poor choice, but there seemed no other way. Noticing several bodies lying on the floor, he rose up on the rear half of his body/tail, and flexed strange muscles to jump off the table and down, landing hard on some person's chest, and the air was knocked from his lungs. As he recovered, he glanced around, seeing that one person's head had in fact been caved in. Turning from this unpleasant sight, Billy wormed his way, maddeningly slowly, towards Freddy's unconscious form.

Billy began to hear footsteps approaching, and fearing being squashed underfoot, he zipped to Freddy's unconscious body, and hid in his shirt pocket.

Peeking from his cave of cloth, Billy saw the villainous Captain Nazi and three uniformed henchmen enter the room.

"Just as I feared," Captain Nazi declaimed, "Someone else has already absconded with the transferometer. But we can track them down in the Uberpanzer."

"At once, mein herr," replied one of his uniformed henchmen.

"Not so fast. Let's look around first." After a few minutes, while Billy stayed hidden, fearing being found in this form, Nazi spoke again.

"Well, well, who do we have here?" Nazi pointed towards the unconscious body of Freddy. "My old nemesis. Bring him."

"Ja, mein herr," replied one of the three henchmen.

Billy felt a lifting sensation as Freddy's body was picked up by the other two of Nazi's henchmen, carried by them out of the building into a massive armored tank with wings like a plane, and dropped onto the floor of its interior. Billy realized that it must have been the landing of this "Uberpanzer" that caused the shaking that freed him from the glass.

As the four Germans fiddled with various gadgets built into the walls and "dashboard" of this strange vehicle, while conversing amongst themselves, Billy learned the names of Nazi's henchmen: Albrecht, Johann, and their apparent superior, Lars.

"I've definitely got something. There's a stream of some sort of radiation in the air," Lars announced to Captain Nazi.

"Good work, Lars. No doubt whoever proceeded us here used some exotic form of power to leave the scene. Follow it," commanded Captain Nazi.

"Ja, mein herr."

Billy heard a loud roar as the Uberpanzer started into motion, though Billy found it hard to believe such an ungainly vehicle could become airborne. Eventually, Lars informed Nazi that they had arrived, pointing out on the viewscreen the saucer-shaped spaceship parked next to a small shack out in the middle of nowhere.

"Take us down."

"Ja, mein herr."

With a solid whump sound, the tank landed.

As the four Germans began to exit, Lars asked, "What about the boy?"

"Hmm. Best not to take nay chances. Bring him with us. Gag him first, though." Albrecht and Johann did as they were ordered, picking Freddy up, and following the other two, as they first searched the empty saucer, and then entered the shack, where they found Mr. Mind's thugs, cowering behind a small couch.

"Alright, dumkopffs, where's your master?"

Peeking from behind the couch, one of Mr. Mind's thugs replied, "Master? Oh, you must mean Ms., er, Mr. Mind. He, uh, she, uh, Mind left to go check out some great Rock of Entity, or something. She said she'd come back once she'd taken care of some old guy or something."

"So, Mr. Mind is behind this? That verdammt worm won't foil my plans!"

"B-but now, he's transferred his unparalleled intellect into the body of Mary Marvel."

"Interesting. No doubt he required the transferometer to build a mind-exchange device. Where is it?"

"Oh, it's over there on the table, but he told us to guard it with our lives."

"Very well. You did." So saying, he quickly advanced on them with superhuman savagery; Billy closed his eyes, but could not avoid hearing the sickening sounds of Nazi using his great strength to dispatch them with ease."

Then, Nazi turned to his henchmen and said, "We are done here. Get the device, and hand it to me."

"Ja, mein herr." Lars motioned to Albrecht who grabbed clumsily for the device, and it fired a ray at Freddy's body, surrounding it briefly with a strange glow.

"You fool, what have you done?" demanded Captain Nazi, examining the device before declaring, "Lucky for you, it must be fired twice to have any effect. Otherwise, I might have had to treat you to the same punishment as that worm's lackeys."

However, Billy realized that it had had an effect. He found himself now in Freddy's body, and supposed that Freddy was now, unconscious, in Mr. Mind's body, in the pocket of Freddy's shirt. Unfortunately, he realized that Nazi's henchmen had taken the precaution of gagging him. He knew that he would have to play possum to see what Nazi's plans were, in hopes of foiling them. Realizing that he was in the body that had recently fucked him so fervently, Billy felt the familiar sensation of an erection growing in his pants, a sensation that excited him all the more.

"Now, we wait." Nazi declared, aiming the Mind-Exchange device at the door, the only entrance to the shack.

Peeking through barely cracked eyelids, Billy saw Mary's body enter, followed by the mind-exchange device firing twice, once at Mary's body and once at Lars. Billy realized what had happened as he heard the following exchange:

Lars's body: "What? How did...? Ow!" (thump) This last remark a consequence of being socked into insensibility by Captain Nazi.

Mary's body: "Wow. This feels so weird. Look at these breasts! What a body!"

Johann: "Haha! Lars likes being a girl! Ha!"

Mary: "Say that again, Johann, and I'll smack you one.

Albrecht: "I've got something you might like also, Lars," (grabbing crotch).

Mary: "Come on, guys, you know I'm only doing this cause I drew the short straw. It's not like I want to be a girl."

Captain Nazi: "Silence, all of you. You know this is only temporary until I can transfer her powers into my superior, Aryan body. Now board the Uberpanzer, and don't forget our prisoners."

While Lars, now in Mary's body, picked up Lars' body, Albrecht and Johann once again picked up Freddy's body, but this time, Billy felt their strong arms around him, yet found himself staring at Mary's sexy body, and he craved her, wanted to explore her naked body, despite knowing that this was his sister whom he desired.

As they all boarded the flying tank, Nazi took the controls and again it roared into action, and Billy wondered where they were headed. He found out several hours later, as they descended towards a barn near a seemingly ordinary farm. As they approached, however, the top of the barn opened up, and the barn's floor slid aside, revealing a deep pit down which they travelled, finally landing in a huge subterranean room. Slowly, the Uberpanzer's door opened, as the trapdoor in what was now the ceiling closed.

"I shall take the boy. You three wait here," Captain Nazi commanded, as he snatched Freddy's body away from Johann and Albrecht., and walked down one of several brightly lit corridors leading out of this large entrance chamber. Billy found it frightening to know that he was powerless, in the superpowerful arms of one of his greatest foes; however, he knew that if Nazi was going to kill him, he would have done so already.

Nazi carried him into what was obviously some sort of cell, with a thick, wooden door, and shackles on chains attached to the left wall. Billy felt his wrists and ankles being manacled by Captain Nazi. Wondering what to expect next, Billy, with his eyelids as usual only barely open, noticed Nazi doing nothing more than leaving the room, and locking the door.

Billy, now that Nazi was gone, struggled against his bonds, but found them unbreakable. He tried to speak despite the gag, but found this to be a futile effort. Glancing down into his shirt pocket, he noticed Mr. Mind's body still asleep therein. Billy tested his bonds, trying to see just how far from the wall he could push himself, freeing himself being impossible, of course. He found that, as the chains were atypically long, he could move a little over a foot away from the wall, though it was difficult with Freddy's crippled body. Soon, having nothing better to do, he found himself drifting off to sleep, held against the wall.

Billy awoke, to find Nazi's henchmen tearing his shirt off his body. Acting on reflex, he jerked back, succeeding only in hitting his head painfully against the wall behind him, to which he had been chained.

"He is awake," Lars noticed. "Johann, go and fetch Captain Nazi." Billy realized that, if Lars was now back in his own body, that Mr. Mind must be back in Mary's, and if that were so, then Nazi must have succeeded in transferring Mary's powers to himself.

Johann, doing as he was commanded, left and returned shortly along with Captain Nazi. "Good. He is finally awake."

Then Nazi aimed a strange device once at Billy and once at himself. "Now, you may remove his gag."

As they did so, Billy immediately shouted, "Captain Marvel," expecting a magic lightningbolt to transform him into Captain Marvel Junior. When nothing happened, he tried again, and even tried shouting "Shazam," all to no avail.

"Shout all you like, it will not help you," Captain Nazi told him in a stern tone of voice. "This device has transferred all of your powers to me."

"I didn't know he had any powers," Johann replied.

"Dumkopff! He has the power to summon magic lightning to change him into his alter ego. That I have removed from him, as well as having stolen the powers of Mary Marvel."

"You fiend! What are you planning to do to me?" asked Billy.

"You are nothing but an animal, and so we will treat you as such, schwein!" Then, to his henchmen: "Remove the rest of his clothing."

Johann and Albrecht complied immediately, unzipping Billy's pants, and tugging them and his underwear down to his ankles which were manacled to the wall. Johann then produced a knife, which he used to cut the clothes off of Billy.

As the henchmen gathered the shreds of Billy's clothes, including his shirt, Nazi told them, "Burn those rags."

"No!" shouted Billy, realizing that Mr. Mind's body containing Freddy's mind was still in his shirt pocket. As Johann, picked up the shirt, something fell to the ground.

"What have we here?" asked Nazi, picking up the fallen object, Mr. Mind's body. "So this is where his body is. I bet Mary's mind is inside this, ja?"

"Take it away," Nazi demanded, handing it to Lars, who also took the power transfer device from Nazi, removed from it the transferometer, and placed the transferometer into the Mind Exchange Device, which Lars had brought with him. "Put the girl's mind in her own body. I will want to enjoy the fear in her eyes."

"Ja, mein herr."

"Leave her alone, you monster!"

"Oh, I shall enjoy her, never fear. Look."

Billy watched, as the far wall of the cell disappeared into the floor. Behind this wall, he could see Mary's body, chained just as he was, on what was now the far wall of the enlarged cell. He watched as Lars fired the mind-exchange device once at Mr. Mind's body and once at Mary's. Mr. Mind awoke, and began shouting, "You can't do this to me! I'm the world's wickedest worm!" As he continued to protest, Lars walked out of the room with him.

"Now, she will have her rightful mind. But not her powers, of course, which I have already transferred into my body."

Nazi walked over, pulled Mary's skirt down to her ankles, and pulled her blouse up over her breasts and head, leaving it akwardly bunched up behind her head as it could not be pulled over her arms, secured as they were to the wall.

Nazi then reached down to her crotch and began rubbing her gently. "Yes, I think there's definitely room for exploration there." Then Nazi reached over and licked one of Mary's nipples. Billy found this display incredibly erotic; he wanted to be the one playing with Mary's body. His arousal was evident to the others.

"I see I am not the only one who enjoys the sight of her. But what shall we do with this animal?"

At this, Nazi walked over, grabbed Billy's rockhard erection, and squeezed painfully. Billy's eyes watered with the pain, as Nazi continued, "We certainly don't want any more little Marvels running around, do we? "

"No, mein herr," replied Johann.

"No," continued Nazi, "he shall not be used for breeding purposes, being such an inferior creature."

Letting go of Billy's cock, Nazi asked Billy, "Do you know what this is, boy?" Nazi produced a strange instrument with handles on one end and prongs on the other.

"N-No."

"This is what is called an elastrator." Nazi demonstrated that squeezing the handles together caused the prongs to separate. Placing an odd looking rubber band with a small diameter on the prongs of the device, he demonstrated how the band could be stretched open quite wide, as he squeezed the handles with his right hand.

Then he moved closer, grabbed Billy's balls with his left hand, and placed Billy's testicles through the greatly stretched band. When he was satisfied that the band was at the top of Billy's balls, Nazi released the handles of the elastrator, slipping the band off the prongs, which caused the band to contract suddenly around the top of Billy's balls, resulting in a sudden feeling of sharp pain and discomfort, as the band shrunk around the top of his scrotum.

"This will cut the blood flow to your unneeded parts here, which will soon be destroyed. They should fall off in one or two weeks." Then, Nazi turned away from Billy, and returned his attentions to Mary's body. Despite himself, Billy continued to be proudly erect, much to his shame, as Nazi continued to molest Mary's unconscious body.

After several such moments, Nazi turned to Johann, saying "I think it's time for the irons."

"Ja, mein herr," replied Johann, who did something which Billy couldn't see, which caused the wall opposite the door to slide away, revealing a small room, the only interesting feature of which was an odd fireplace in which a fire was already burning. Stuck halfway into the fire was a metal rod of some sort, which Billy could see had become red hot. As Johann approached the fire and pulled the rod out, Billy realized that it was in fact a branding iron, the end of which was shaped in the form of a glowing, red swastika.

"It's not hot enough yet," commented Johann, who put the branding iron back in the flame, while pushing a hidden button, which caused the flame to quickly change colors, becoming blue and hotter.

"Well, I cannot wait," Nazi declared, gesturing to his men, to unshackle Mary and lay her body on the floor, close to Billy, but perpendicular to the wall against which he was chained. As they obeyed, Captain Nazi told Billy, "Now you will see how a real man makes love." He eagerly stripped Mary's body of what little clothing she had left, sliding her skirt and blouse the rest of the way off of her body and depriving her of even her cape and boots.

Billy tried to look away as Captain Nazi began to undress, but found himself, much to his shame, too turned on by what he was about to witness. Soon, Nazi was naked as well, and Billy was surprised to see that Nazi's genitals were hairless and of only average size.

Making sure that Billy had a good view, Nazi spread the unconscious Mary's legs and lay down on top of her, carefully guiding his rock hard cock into her. Nazi then kissed Mary's lips and thrust his tongue between them, before thrusting with his hips to send his penis deeper and deeper inside her. Billy found the scene revolting, though not because this villain was raping his sister before his eyes, but because he identified with her body, imagined it to be his own, and knowing that he would never allow a brute like Nazi to get away with this.

After several minutes of watching Nazi desecrate Mary's body, Billy heard Johann say, "The branding iron is ready," to which Nazi replied, between gasps, "Then use it!"

Billly turned his head, and saw Johann, holding the now white-hot iron, approach him. Johann began to slowly move the swastika end of the iron ever closer to Billy's left flank. As it drew closer, Billy began to imagine what it would feel like when it made contact with his flesh, how the searing heat would cause terrible pain for a moment until the nerves were burned away, and how (he imagined) he would smell burning flesh, knowing that it was his own. This thought gave him the resolve to try one last trick.

"There's still something you haven't considered," Billy remarked to Nazi, "There's still one hero who can save us!"

Pausing momentarily, Nazi looked up at Billy, whose face was almost directly above Nazi's. "Surely you don't think that verdammt Captain Marvel can save you?"

As Captain Nazi began to speak, Billy began to push himself away from the wall, and as Nazi said the words "Captain Marvel", lightning crashed down from above. Billy's sudden lurch put him directly above Nazi, and, thus, directly in the path of the magic thunderbolt, which struck him, turning him into Captain Marvel Junior and garbing him in the familiar blue and gold costume.

The branding iron touched his side, but he felt no pain or even heat, nor was his costume affected. The elastic band surrounding his testicles was no match for his power, and he felt it break, inside his tights. Effortlessly, he ripped apart the chains holding him, and turned to Nazi, who remained on top of Freddy, who had just begun to awake.

Knowing that Mary's body would provide Nazi with a hostage, Billy flew from the room at great speed, quickly locating in a side room the device that Nazi must have used to transfer Mary's powers into himself, as it contained the transferometer. He quickly determined that switching it off might restore Mary's powers; switching it off, he tested this theory by saying "Captain Marvel", which caused lightning to strike, turning him back into Freddy. Saying "Captain Marvel" again, he became Captain Marvel Junior again, and knew that his (Freddy's) powers had been restored, so likely Mary's had as well. Flying back to deal with Nazi, Billy collected the now-discarded Mind-Transfer Device as well as the Power Transfer Device. Returning as fast as possible, which was quite fast indeed, Billy returned to see Nazi continuing his rape.

"No...no...no" screamed Freddy in Mary's body, as Nazi thrust into her again and again.

"Your powers have returned!" declared Billy, casually punching out Johann and Albrecht.

"Wh--you're right!" Freddy replied, shoving Nazi easilly off of her.

Billy, ready to help in the fight against Nazi, carefully placed the various devices he was holding onto the ground (not wanting them to be destroyed during the fight), and advanced on Nazi, as did the nude Freddy in Mary's body.

Captain Nazi backed up against the wall, and the two Marvels advanced on him.

"You inferior beasts can't defeat me!" Nazi cried, defiant to the end, despite his nakedness.

"Why you lousy...." Freddy replied, beginning a speech which Billy had heard too many times, but all of which Nazi certainly deserved; Billy's mind began to drift as Freddy continued to harangue the now-defeated villain, and was therefore unaware that Lars had snuck into the room and had picked up the discarded devices.

"Surprise!" shouted Lars, as he fired the Mind Exchange Device twice, once at Captain Nazi and once at Freddy in Mary's body, just as Billy's fist was about to land on Nazi's chin. Billy watched as his fist knocked out Captain Nazi, or rather, knocked out Freddy in Nazi's body, as Nazi's mind entered Mary's naked body.

"Now, young fool," Nazi told him, "You have lost. Surrender now, and I might show you mercy."

Not one to give up so easily, Billy rushed...not at Nazi, but at Lars, holding the Mind Exchange Device. Quickly pummeling Lars into submission, he grabbed the device, and replied, "No. You've lost. Give up now, or I destroy the device." It was, of course, a bluff. Billy knew how important this device was, and that it could at last get everyone, himself included, put back in the right bodies.

"Y-you wouldn't dare!" Nazi blustered, but, as Billy angrily narrowed his eyes to mere slits, Nazi gave in, stating, "Perhaps...perhaps, you would. I would not take that chance. Very well, I surrender."

'Whew!' thought Billy. Knowing that he should just use the device to transfer everyone's minds now that he finally had the chance, Billy yet felt horny, staring at Mary's inviting body. With the various devices at hand, Billy decided to temporarily transfer Mary's powers to himself.

"What are you doing?" demanded Captain Nazi, but his normally booming tones sounded somehow silly coming from Mary's mouth. He removed his costume, revealing his large, engorged penis, and advanced on Nazi.

"Not good enough for breeding stock, huh?" asked Billy. "I'll show you breeding!" So saying, he shoved Nazi to the floor, and found himself reenacting a scene he had twice experienced, once as the victim and once as a witness. This time, however, Billy was the aggressor; holding her limbs immobile with his great strength, he took out on Captain Nazi all of his anger and all of the frustration that had been building recently as a result of having been trapped in a variety of bodies none of which were his own, while at the same time satisfying his lust which had badly needing sating. As he finished, he realized what he had done, a great wrong that he could never undo, something which he should have known was wrong, but which he felt helpless to avoid. He noticed that Nazi had passed out at some time during the act; perhaps his mind could not deal with being helpless under these conditions.

As he began to take stock of the situation, Freddy began to stir. Billy transferred Mary's powers back to her body, and switched Nazi's mind and Freddy's mind again, and finally, Billy fired the Mind Exchange Device at himself and then at Freddy in Mary's body.

They (after getting dressed and tying up Nazi and his henchmen) began to search Nazi's headquarters for Mr. Mind. Finally, at the last room to be searched, they found a strange force field blocking their entry. Clearly visible behind the force field was Mr. Mind, who was standing on a computer keyboard, hopping from one key to another. Noticing the Marvels, he stopped and turned towards them, saying, "Hee hee hee. You didn't think you'd seen the last of me, did you?"

"What are you up to now?" asked Freddy.

"Well," Mr. Mind explained, "These computers are not only linked up to several interesting devices, such as the one providing that force field, but I have linked them to my own. First, though, I should compliment you on your capture of the Sivana Family. I heard about it on the radio. Well done. What you may not know is that they recently stole something of mine, blueprints for a Brain Ray Device. No doubt they tried to use it on you. However, I'm sure they neglected to tell you how it works, since they did not create it. I, however, shall demonstrate my superior intellect by making this explanation.

"It's power source is derived from the Seven Deadly Sins, and can overwhelm your mind with any one of these sinful thoughts; of course, your minds are superhuman, thus requiring more force to overwhelm than the average mind would. This I have taken into account, knowing as I do of the statues of the Seven Deadly Sins which stand in your fabled Rock Of Eternity, these not being mere statues of course, but the Sins themselves trapped in these forms. Because of your constant exposure to trace levels of the Sins, you would naturally be vulnerable to this device. It's one drawback is that a person can only be affected by one Sin at a time. Still, that is sufficient for my purposes.

"Even now, my version of the Brain Ray Device is hidden in one of my many secret labs, but I have accessed it from here, and have it trained on the both of you. I think Sloth would be useful right about now."

So saying, the World's Wickedest Worm leaped onto another key on the keyboard, and waves of overpowering sloth enveloped the heroes. Captain Marvel Junior collapsed to the ground, just as he had done earlier when affected by Sivana's Brain Ray Device. Billy, however, was utterly unaffected, except for the need to stifle a yawn.

"What? Inconceivable!" Mr. Mind yelled, seeing that Billy had not collapsed.

Billy, not waiting for any further explanation, began trying to smash through the force field, as Mr. Mind frantically began hopping from key to key. The field seemed to resist Billy's most powerful blows, but she could feel it weakening. "Of course! You've already been affected by a Sin," Mind exclaimed, after examining the computer screen. "But you should be incapacitated by it!" As the field finally collapsed from Billy's repeated attacks, she rushed into the room and grabbed Mind before he could escape. Looking at the screen, Billy noticed that she was supposedly affected by the Sin of Lust. And suddenly everything made sense.

No doubt Black Adam had wanted her to succumb to his charms; he could well have used the Device on Billy to make her accept him, not knowing how potent it was supposed to be. But Mr. Mind had made one crucial mistake: it was not the Seven Deadly Sins that were kept in the Rock of Eternity, but rather the Seven Deadly Enemies of Man, who consist of Pride, Envy, Greed, Hatred, Selfishness, Laziness, and Injustice instead of Lust.

Holding Mind securely, she quickly figured out how to undo the effects on both herself and Freddy. She also managed to order Mind's device to self-destruct. Mr. Mind sobbed as he saw the results on the screen. "My only prototype! I'll never be able to rebuild it without the blueprints! Drat!"

"Unhhh...," Freddy groaned, awakening. This sound distracted Billy enough that Mr. Mind was able to wriggle free from her hand, and before she could react, he had zipped through a hole in the wall.

Helping Freddy to his feet, she explained that Mr. Mind had escaped, but his evil plans had at least been foiled. He shrugged, comforting her with the knowledge that they had captured almost all of their worst enemies recently, and that failing to capture one is not that bad.

"Yeah," Billy agreed, "It has been a busy couple of days. We've seen almost everyone except Ibac, Sabbac, and Mr. Atom."

"Shhhh!" Freddy smilingly chided her, as if speaking their names would cause them to appear.

Soon, they gathered the four Nazi villains and the three devices (Power Transfer Device, Mind Exchange Device, and the transferometer which was required to make either of the other two function), and flew out of the Captain Nazi's underground lair, to the farm which lay above it.

"Wait," Freddy told her, "Maybe you should go destroy all the computer equipment just in case Mr. Mind returns, and there's something here he could use."

"Um, okay," Billy replied, leaving her half of their load next to a nearby pigpen, as she flew down to do as he had suggested. She quickly smashed several banks of machinery, and flew back up. As she returned, she thought she heard the sound of the Mind Exchange Device being used again, and wondered what new troubles awaited. As she flew up, however, she saw nothing out of the ordinary.

"You ready to go now?" asked Freddy, "You look kind of worried."

"Yeah, sure, I just thought I heard...Oh, never mind. The sooner we get out of here the better."

As they flew away, each carrying an awkward load, she heard one of the sows in the pigpen squealing furiously, almost as if it were trying to speak. They took the villains to jail, and Billy feared that when Nazi awoke he would mention that she had raped him. However, his mind seemed to have been greatly traumatized by the event; surely that must be the reason that he began to act like an animal, even having lost all language abilities.

Finally, they began to head back to the ROck of Eternity, where soon all of her troubles would be over. Billy noticed that Freddy was now holding all three of the devices, and was beginning to figure a way to secretly take the Mind Exchange Device from him so that she could use it on herself and on the Captain's body, when Freddy turned to her, and said "This is one device which is too dangerous to be allowed to exist," as he smashed it between his strong hands. "Imagine if it fell into the wrong hands...again, I mean. Gosh, what an adventure; there's one thing I've learned though: I sure like being a boy more than a girl."

Billy grimaced, knowing that one easy solution was now gone, but then she stopped worrying about anything else, as he put his strong arms around her and kissed her. They began to descend towards a rocky hill, and Billy felt Freddy stripping her. She put up no resistance, and began to strip him with the same eagerness that he displayed. Soon they were both naked, and he reached between her legs, and began to gently rub her sensitive flesh. Billy found herself, slightly more reluctantly than before, reaching over to touch his penis; she knew that perhaps the Brain Ray had made her more lustful than normal before, and yet she had enjoyed herself. She was unsure how to react now that she was no longer under its influence, and opted for the familiar choice of simply enjoying herself, so she allowed herself to enjoy the feel of Freddy's warm, stiff, throbbing cock in her hand. She began to stroke it, and she could tell that he liked it. He gently pushed her down onto the rocky ground, and she lay back in excited expectation; then, he was settling down onto her, and she felt him slowly entering her. His eager thrusting and heaving motions filled her with exquisite pleasures, and she writhed and moaned, and she could feel the gathering, the warning of imminent orgasm, and then she was coming, convulsing with a sexual ecstasy that confirmed to her that her inhibitions were forever behind her. Though she may not have accepted Freddy's love without the influence of the Brain Ray Device, she knew that her feelings now were true, not generated by outside influences. She would never again be able to remain reserved where Freddy was concerned. But as she came, she feared that the frantic clenchings of her monumental climax would force him to come also, and then it would all be over, but he managed to delay his own climax, and they wriggled and twisted, thrusting against each other with great zeal, and for hours more they continued, until, suddenly, she was coming again, and she could feel him coming too, as his spatters splashed inside of her, and they held each other, locked together, whispering words of love into each other's ears, and with a sense of disappointment, she felt his penis withdrawing. She felt such love for Freddy, strange as she knew it to be, that, as his arms held her, she felt so safe that she dozed, and she no longer feared staying Mary Marvel forever.

But then she awoke with a start, not knowing how long she had slept, but remembering that time was running out for Captain Marvel. She awoke Freddy, and they sped off together to the Rock Of Eternity.

As the two Marvels returned, it was a grim Shazam who greeted them. No sooner had they landed, then Captain Marvel Junior transformed back into crippled newsboy Freddy Freeman.

"What's going on? We're not too late, are we?" asked Billy impetulantly.

"Oh, my dear, I'm afraid you are. Captain Marvel has breathed his last. That is why Freddy has changed back again. He can no longer become Captain Marvel Junior, for his powers were derived from the Captain. This is indeed a grim day for the Marvel Family," Shazam replied.

"No, no, no! It can't be true!" Billy cried, sobbing not for the loss of her manhood which she no longer missed, but for Mary, whose mind had inhabited the Captain's body, and who was now dead. He felt numb, from the shock. After she had recovered from this news, she described the Power Transfer Device to Shazam, and they quickly found the way to use it to give Billy's unborn child some of Billy's "Mary Marvel" powers.

"Say," Billy realized, "If we can give some of my powers to the baby, why can't we do the same for Freddy?"

"Is this your wish?" Shazam asked.

"Yes."

"Then let it be so. Freddy, speak her name."

"Mary Marvel!" shouted Freddy, and a lightning bolt struck him, turning him back into Captain Marvel Junior.

"Maybe we'll have to call you Mary Marvel Junior now," teased Billy.

"No," replied a grim Junior, "I shall take up the mantle of Captain Marvel," flinching as he said these words, expecting a lightning bolt to strike him. "I think he would have wanted it that way."

Billy turned to him and replied, "I know he would have."

Then Billy told them, "Well, here goes nothing. Shazam!" Lightning struck her, changing her back into nonpowered Mary. "It worked! Finally, all our problems are over."

Freddy and Billy were soon married, as Freddy felt responsible for taking care of her child. Nine months later, Billy gave birth to her child, and was awed at the terrible yet delightful sensation. The baby boy clearly had Kull's savage features, yet Freddy treated him as if he were his own son. It soon became clear that the boy possessed all of Mary's powers, but Freddy feared that he may well have also inherited Kull's evil.

---

Billy awoke with a start, and realized that it had been a dream--well, not all of it. She checked off in her head what was real, and realized that everything that had happened after she and Freddy had had sex most recently, was a dream, that when she thought she was awaking with a start, she was still just dreaming. She touched her belly, realizing that she was still pregnant, even though she could feel nothing out of the ordinary.

With a strange sense of deja vu, she awoke Freddy, and they flew at top speed towards the Rock of Eternity. They were greeted by Shazam, who, aided by the Power Transfer Device, was able to grant the unborn child some of Mary's powers.

The Marvels learned that Mr. Mind had arrived in Mary's body, but apparently finding Shazam already dealt with, left suddenly.

"I only hope the child doesn't inherit Kull's evil," Billy commented to Shazam, remembering her dream.

"And why should it? The child is Freddy's," he replied.

Then was performed the trick they had planned: Junior shouted 'Captain Marvel!' near the Captain's body and raced away at superspeed, while Billy shouted 'Shazam!' simultaneously. Two bolts struck down, striking the Captain and Billy simultaneously. As the flash cleared, Billy looked down and saw that... he had become himself again! He saw that Mary had changed as well, but was not yet awake. He also saw another surprise. The baby had apparently aged to nine months, and Mary had given birth all in an instant. It seemed very odd to see a newborn baby in a skintight Marvel costume.

"Just as Billy ages when he becomes Captain Marvel," Shazam explained to Freddy, "the child has also aged. In the child's case, this aging will be permanent, so that when it changes back to its nonpowered form, it will no longer be a fetus. Perhaps you should..."

Without needing any further explanation, Freddy hit the child with a magic lightning bolt, just as he had done to the Captain's body. Then they saw that it was a baby girl.

"What's going on? Where am I?" asked Mary, who now awoke. "The last thing I remember, we were at that little cafe..."

"As I feared," Shazam commented, the strain has given her selective amnesia.

"Perhaps that's for the best," commented Freddy. He made the others pledge not to tell Mary what had happened, not wanting to embarass her with both the loss of her virginity and the birth of her child. They decided that the baby should be placed in an orphanage, never needing to know her parents. Mary looked at them oddly, as they huddled together, getting their story straight before they told her their version of events.

Finally, the three Marvels managed through a great exertion to free Shazam from his metal entrapment, restoring him to full power.

Billy stared at Freddy, trying to sort out his feelings. Stragely, he decided that, while he felt closer to Freddy than ever before, he had no desire to have sex with him, while in this body. He wondered if he was really fortunate that Freddy would never know that it had been Billy that he had had sex with. Still, he could no longer begrudge Mary any number of dates with Freddy.

THE END