Gambit, Rogue, the X-Men, Colossus, and Omega Red are property of Marvel. All other characters are my own creation.
Part 1
Gambit lounged in the control room, absentmindedly flicking cards into a hat for the umpteenth-million time. In front of him were communications consoles and televisions tuned to news channels, to provide notice of any incident requiring the X-Men. He hated monitor duty, as it cut into his woman chasing free time, but all the team members rotated through.
He decided to cue up the video of Rogue working out from that morning to pass the time. Rogue always got up early so she could have the augmented gym to herself. This allowed her to wear a tiny pair of shorts and sportsbra without her worrying about accidentally draining a teammate. He fast forwarded the security tape to her knocking out several insane military presses, which caused her chest to jut out quite nicely. As she moved into squats her large breasts jiggled with each rep, causing Gambit to unconsciously start rubbing himself. When she moved to the cardio portion and began using a jump rope, he was so lost in the up and down motion he lost control of his powers and started slowly charging the cloth of his pants with energy.
Thus when the desperate face of Colossus appeared on one of the screens, Gambit found himself using rather foul language as be beat out a small fire on his crotch. The metal man looked as if he'd been beaten half to death as his breath came in ragged gasps. "Help us!! Please!!" he cried in accented English. Considering he'd seen Colossus go toe to toe with Juggernaut and some other heavy hitters, Gambit was shocked at the state of his friend. "What happened Piotr?" Colossus barely had time to shout before his armored body was encased in metal tentalces and drug away: "OMEGA PINK!!!"
In the past
A grim faced Soviet General sat at the head of a long wooden table rubbing his forehead. In front of him nervous underlings and scientists fidgeted. They were aware that communism was not all parades and snappy uniforms, they knew that failure meant a Siberian gulag or worse. And their most recent effort at a supersoldier was definately a failure.
"So," the general began, "you successfully created a soldier with superstrength, nearly impervious skin, retractable tentacles, and the ability to drain the life force from his opponents............BUT YOU USED A MURDERER AND PSYCHOPATH!!!! Omega Red is uncontrollable and nearly useless to us! It took nearly all of our other agents to force him into cryo and some of them will never be the same".
"General, its the KGBs fault, they provided the test subject!" The scientist was already feeling the frigid Siberian cold in his mind. "It's true sir" cried a young captain, who only earned his rank because his father was a party member, "our process worked flawlessly. If only we had a better host for the augmentation, I'm sure we could create the perfect soldier for you."
The general furrowed his brow, thinking himself about what his own career would suffer if the Politburo found out his very costly project failed. As he thought, his finger absentmindedly tapped a copy of Pravada, the Soviets premier newspaper. Down in the corner was a story about a gorgeous ballerina who was recently injured and unable to perform.
"A more suitable subject, eh."
She lay in the hospital bed, a sheet covering her but doing little to hide the body below. At 6' she was an impressive woman, possessing a wonderfully toned body, fit and flexible from years of dancing.
Except her back.
During a recent trip to the GUMM store her car had been struck by another, driven by a factory worker feeling the effects to too much vodka, one of the few items in plentiful supply in the Soviet Union. Being built for economy and not safety, her car offered little in the way of protection compared to a similarly sized western auto.
The doctors told her she was lucky to survive, but may never walk again and certainly would never dance. For someone who was the pride of the Soviet cultural world this was unacceptable. She danced for the glory of the Rodina and the Soviet people.
In return she had lived better than most, having comfort items rarely seen by the proletariat whom the state claimed to serve. She had travelled the world performing, attempting to show the cultural superiority of the Soviet Union.
But now she feared, she was a burden. Thus, when the General visited asking her to serve the state once more, her heart sang with joy. She was scared about the prospect of an experimental surgery and disappointed that her new assignment wouldn't be dancing, but for the Motherland, she was willing.
The scientist didn't give a damn about communism, the Rodina, or the oppressed proletariat. All he cared about was that as long as his department kept producing scientific advances he was kept in relative comfort with a decent flat in the city, an East German car that sucked less than a Russian one, and a dacha in the hills.
With the failure of Omega Red, his last hope to maintain this lifestyle was turning this ballerina before him into a superpowered Soldier.
Honestly, he'd rather fuck her. Even in the wheelchair she was sexy, with the largest breasts he'd ever seen on a ballerina. He was suprised it took a car accident to injure her back and not just carrying around those jugs. He knew her beautiful bronze skin would be sacrificed during the transformation, but hoped that her long blonde hair might survive.
He explained some of the changes she would undergo, with the general standing behind her frowning whenever he mentioned any pain or sacrifice. He told her that she would likely add several more inches in height and add muscle mass as she attained super strength. Her skin would turn a whitish grey color and would be nearly invulverable. The calcium in her bones would be replaced with carbonadium and retractable tentacles would be added to her forearms. To repair her back a unit containing 4 additional tentacles and artificial nerves would be surgically attached. Her genes would be manipulated giving her the mutant power to drain anothers life force. Her phermones would also become extremely potent when she wished, causing her target to become sexually excited and clouding their mind. Finally she would gain enhanced regenerative and healing powers, which would also greatly extend her life. With this came an immunity to all disease, chemical weapons, and radiation.
The general placed a hand on her shoulder, "Are you ready my dear?".
"Da."
The pain was unimaginable.
As she lay strapped to the table, she thought about squeezing that little prick scientist's head until it popped. She could feel her body changing.... could feel the power.
From the control booth the effect was even more impressive. Her skin had completely changed color and she had added atleast 4" in height. Her muscles swelled with power. The Scientist was also pleased to see her hair was still intact and her breasts had swelled some as well.
She soon became aware that she felt pain everywhere. "My legs" she whispered, "I can feel my legs".
The general appeared above her and released the clamps holding her body down. "How do you feel?" He said as she slowly sat up.
Her massive body rippled with power but was still undeniably female, looking more like a supersized fitness model than a body builder. Her long, shapely legs swung over the edge of the bed under their own power for the first time in months, and cautiously touched the floor.
She looked down at her new body as her fingers explored it. Her skin caught her attention, and she examined it. True to the scientist's word, it was a light gray, and absolutely flawless. She thought it looked quite exotic and requested a full length mirror. While it was being brought in she continued her self exam. Her muscles felt extremely toned and hard as steel when she flexed them, including a stomach which her fist merely bounced off of. Above her trim middle she fondled her breasts, which had indeed become larger, yet which seemed to defy gravity.
"Good thing I don't need a bra now, because I probably couldn't find one" she thought.
She saw the port which allowed the tentacle on her arm to protrude but couldn't make it come out. Deciding to ask later, she felt the small of her back and could feel the prosthetic attached, blending with her curves, but slightly noticeable. Finally she bent over and felt every inch of her legs, then stood and brought one up to her head in a ballerina pose, proving to herself she still had the flexibility, and causing the scientist to move to the side so his raging hard on was hidden behind medical equipment.
"Ahem", he cleared his throat, "as you can see we have successfully altered your body. After giving you some time to get used to your new physical being, we will conduct some strength and endurance tests. You will also be trained to control your new appendages and powers".
A lab tech walked in, being sure to keep her head down and avoiding eye contact with the amazon, and handed her a large robe and towel.
The general spoke up, "If you will follow, she will show you to the showers and to your personal quarters."
The hot water cascaded off her skin as she lathered her body. Her hands again slid over the smooth gray skin, feeling the curves and muscles. She gave her bicep an experimental pump and felt the power as her skin tightened and the muscles swelled with size. She then struck a double bicep pose and her heart skipped a beat with the feeling of pure strength coursing through her. Next she tightened her abs and allowed her fingers to probe the creavices between them. She arched her back and they gained even further definition.
She slowly pulsed and rolled her middle, imitating a belly dancer she'd seen, and putting her to shame. Her soapy hands then began to knead her breasts, feeling power even here. Her nipples stiffened as her fingers brushed over them and she was suprised to see her breasts twitch. Experimenting further, she found that with her enhanced muscles control she could actually squeeze her massive orbs together with suprising force.
At this time she heard a slight noise and saw the lab tech quietly slip out the door to the shower room. "Interesting" she whispered, as she began to rinse off.
The next morning she was met by a cadre of scientists, technicians, and the ever present general. She was dressed in a large spandex bodysuit which did not even attempt to hide her figure, much to the enjoyment of the male staff.
They began the day with a strength test, pushing her arms and legs to their limits.
She easily surpassed world human records and the scientists quickly realized she was among the strongest mutants period, easily in the top 5%. She curled multi-ton weights with ease and pressed the weight of a small building with minmal effort. Her once useless legs felt almost nothing while doing squats and laying on her back she was able to literally launch huge chunks of scrap metal and obsolete tanks for several hundred yards.
Likewise, nothing they could find was able to resist the power in her thighs or calves when she squeezed them together, causing metal to distort with tortured shrieks. Similarly she was able to crush objects between her breasts or by bending around them and using her abs to pulverize them.
After the final test she began a series of poses which caused several of the staff to excuse themselves for undisclosed reasons, although there were soon intersing sounds coming from several closed offices. Although she had not reached her limits, her muscles were still tight from the workout and swollen with blood.
With her gray skin and superhuman physique she looked like a statue, the general thought, a monument to communist ideals. Maybe I can get her to pose with just a hammer and sickle he imagined, loosing himself in the fantasy.
"Comrade General," her words brought him back to reality, "I have a question."
"What is it my dear?"
"I have become a new person. The old me has been replaced with a superior me, and I have no life to go back to. I no longer wish to use my old name. What should I be called?"
The general smiled, showing that soviet dental care still lacked much. "You my beautiful comrade, shall be known, as Omega Pink."
During the next several days Pink went through more tests, running for hours on end to test endurance, more upper strength tests, and flexibility sessions which always drew a crowd. Through it all she noticed the female lab tech, gazing from the background.
Finally one of the scientists asked her if she was ready to use her other limbs.
"Da" she replied, excited and a bit apprehensive at the thought of controlling over double the number of extremities she normally used.
"Don't worry, while you were unconscious programming was entered into your mind, you will be able to control your tentacles in no time." advised a scientist, fervently hoping it was true and that she wouldn't accidentally rip him to pieces.
"We shall start with just your arm additions. I'll now give you a drug which will cause the synthetic nerves to awaken". The man gave her a pill, since injections were quite hard given the toughness of her skin.
She slowly became aware of a feeling in her arms. Staring at them and was suprised when a metal tendril began to appear below her wrist. It moved with jerks, but within minutes she was able to expand and retract them wih some degree of smoothness and control. By days end she was able to move all 6 tentacles independently and even able to wrap them around and move large objects, albeit with some damage to them.
"Don't worry, finer control will come with practice." The scientist gave her a briefing on the additional abilities of her tentacles, how they could open their tips to become a hollow tube, serve as a mental pathway for Pink should they be attached to an enemies head, and serve as a conduit for her energy drain, which would be one of her final powers activated.
By the end of the week, she was able to delicately handle fragile items and even toss them between her tentalces with no damage.
"So my dear, it appears that your gracefullness has been transfered to your mechanical parts as well" the beaming General stated. He had been watching her practice with hollow glass balls and was wondering to himself how she was with other balls.
"Yes sir, they feel as if they've always been there."
"Good, then you are ready to start the combat phase of your training."
The martial arts instructor couldn't actually hurt her, but it irritated her that she wasn't even able to touch him. For the first phase of her combat skills training, she had been directed to not use her tentacles, so that she could learn the fundamentals. Unfortunately, her fundamentals currently sucked. The tiny little asian on loan from their communist comrades was making her look like a fool, bouncing around and striking her at will. He constantly critiqued her, "Keep your hands up, keep moving, don't telegraph your punches!"
She frowned as he slapped her tits, and gave her a grin.
Despite the one sided nature of the fight, she had greatly improved in the last several weeks. Her form was good, her reflexes were well above normal, and her flexibility allowed her to perform moves that would normally take years to master, all a byproduct of her years dancing. In addition, she had learned some pure power moves from the world of wrestling.
Finally the instructor stopped training for the day. "Tomorrow, we shall try something different to accentuate your natural talents."
"Great", she thought,"a new way to get my ass handed to me".
She headed to the shower to wash herself and think about what she had accomplished in the last several months. Her strength levels were off the charts, stronger than any other recorded Soviet Supersoldier. She was now able to use her tentacles for almost any task, delicate or destructive. The general had also hinted that soon her other powers would be activated.
And she loved the feeling of pure power and strength.
She found herself admiring her body throughtout the day, flexing her muscles and running her hands over her perfect skin, hefting her breasts and looking in the mirror.
She also found herself very aroused, especially after using her strength. She had seen some of the better looking guards who she wouldn't mind testing her new body on, but they all had a hint of fear when they looked at her. She had discovered new uses for her tentacles, but even this was wearing thin.
The next day she was suprised to walk into the training area to hear music.
"In order to take advantage of your dancing skills, you will be learning Buza." stated her trainer. "Buza is a traditional Russian martial art adapted from dance. Although it doesn't offer the power moves of that western wrestling you've been watching, it should be a good match for your skills".
For the next several hours Pink learned to equate martial arts with dance, and her potential blossomed.
Within days, she was able to land blows on her instructor with regularity, holding back her strength of course, lest she set international communist relations back by swashing him like a bug. Soon she was able to actually hold her own with him. Finally, her true potential was unleashed when she was allowed to use her tentacles. A frigid East German frau whip expert was brought in to corroborate with the tiny asian.
This training taught Pink to use her tentacles in slashing attacks in addition to the crushing and squeezing techniques she'd already learned, although she had trouble incorporating the moves.
Then one day she entered the gym to see a tiny soviet girl stretching at the edge of the mat.
"This little gymnast is Natalia," explained the general, "she is set to win us much glory at the olympics. Her specialty is the floor exercise, with ribbons."
As he spoke the words, music began and the the little girl started her routine. She flipped, twisted, vaulted, and rolled across the mat in ways that challenged even Pinks grace. Through it all she kept up a constant motion of the ribbons, swirling them and whipping them every which way.
The small asian crept up beside pink, and after staring at her rack for a moment, looked up at her and spoke.
"You see again, how dance can be a means to a physical attack. Those ribbons weigh ounces, with your strength level your tentacles should feel like even less. However, whereas the ribbons have very little mass and therefor inertia, your carbonadium tendrils will have great force. The secret is in the constant motion. The Scottish claymore is a formidable weapon because the swordsman keeps it in constant motion to give it kinetic energy. LiSewise in a battle where you have some distance, you should keep your coils in constant motion to present opportunities and so that when presented with a target they will have the energy needed to land a sufficiently powerful blow."
As she watched the girl continue her routine, Pink saw the potential in the fluid loops of cloth as well as the constant motion of her body. She knew that she couldn't match the flexibility of youth, but that her strength would allow her to use acrobatic moves the smaller girl couldn't even dream about.
She spent the next weeks working with the girls coach, gradually adding gymnastic moves to her lethal repotoire.
To add further to her tentacle resume, she was shown western footage of a villian name Dr. Octopus, who similarly used tentacles. Although there was obviously no coach available, she was able to add a smattering of his moves to her own, particularly using her tentacles to walk and scalling walls with them.
It was after one of these training event that she retired to the showers and peeled off her uniform.
If anything, her body was becoming even sexier. Her body seemed to have adjusted to all the changes and she was as graceful as she was before her accident.
And the power.
It still turned her on. She flexed her abs and arms, feeling the strength run through her body.
As she did so, she heard a faint, soft moan behind her.
One of her tendrils struck quick as lightning, snaking behind a set of lockers and wrapping around a body, pulling it out into the open. Struggling against the unbreakable bond was the med tech who had helped in the transformation and was an everyday sight to Omega Pink.
"And just what might you be doing?" smiled Pinkas she watched her voyeur continue to gyrate and pry at the coil. Finally, realizing that she wasn't actually being harmed, the woman's struggles slowed then ceased.
"Forgive me, I meant no harm. I....I just...."
"Just what my dear?" Pink looked at the woman. Dressed in her medical uniform, it was obvious she was in decent shape, but soviet uniforms weren't known to be flattering.
"I just wanted to see you. Ever since the operation I've watched you grow, change, and become so powerful. I've never felt anything like it when I watch you train, or just test your strength."
The carbonadium tendril slowly lowered the woman until her feet touched the floor, then slowly retracted into Pinks form along with the others.
The woman initially bowed down but slowly her head rose, and her wide eyes scanned Pink, from her long toned calves and legs, showing muscle but still clearly femminine, up through her perfect 6 pack, growing wider still to gaze at her breasts, and finally coming to rest on Pinks luscious face, her red lips nicely accenting her grey skin.
"You are the most amazing thing I've ever seen" whispered the tech.
Pink slowly moved towards the woman, noticing that the woman looked at her with no fear in her eyes, only attraction and adoration.
"What is your name?" asked Pink, in her most sultry voice.
"Natasha. I....I helped in your operation then volunteered to stay just to be near you. I've never had feelings like this for a woman, but I'm more attracted to you than any of the men I've been with."
Pink noticed she herself was becoming aroused, her nipples becoming a bit pointier, and her heart rate quickening. She crossed her arms, making sure she pushed her breasts up and out.
"Well since you're seeing me in all my glory, how about you return the favor!"
With that her tentacles shot out and shredded Natasha's clothes, leaving her shocked and naked, yet unhurt. She was also a turned on as hell by the inhuman display.
Pink licked her lips. The woman before her was roughly 5'8", with a fit body, and beautifully tan skin, obviously something that took some effort in the cold Russian winters. Her hair was a deep brown and came down to the small of her back.
Her blue eyes stared up at Pink. "I know I'm nothing compared to you....."
Pink silenced her by pressing her close and smothering her statement with a deep passionate kiss. Her ruby red lips dominated Natasha's and left the other woman gasping for air when she finally broke contact.
"There is nothing wrong with your body by my eyes" whispered Pink into her ear, "would you like to explore mine?" she said with a twinkle in her grey eyes. Without waiting for a reply, she scooped up the smaller woman and carried her into the showers.
She retracted all of her tentacles to make room in the stall, and turned on the water, bathing their nude bodies in the warm flow and filling the room with steam.
"I love my new body, but it's so large and powerful, it takes much effort to scrub clean. Help me?" as she spoke these words she was subtly flexing and twisting, giving Natasha a wonderful view.
Natasha eagerly took the soap in her hand, and began rubbing it all over the grey amazon in front of her.
Their bodies shined in the water as Natasha's soft hands worked across the taut skin of her idol. She explored every nook and cranny, first moving up one leg and down the other, taking time to massage the powerful calves. Then she began caressing Pinks broad back, cleaning around the small ports which allowed the tentacles to retract. Moving up to the shoulders, she rubbed them, amazed at the firmess of Pinks underlying muscles but the softness of her skin, skin she knew to be nighe impenetrable. Moving down the arms, her fingers danced across Pinks biceps and triceps, which Pink slowly flexed for her, watching the womans eyes melt as they expanded and contracted under her hands.
Natasha then began lathering Pinks immense chest, marveling at the size and firmness of the breasts in front of her. Pink playfully squeezed her tits together, trapping one of Natasha's hand between them.
"Isn't muscle control wonderful" she smiled.
The tech spent several minutes on the breasts, fondling, lathering, and tweaking the nipples hovering level with her face. She was amazed that they didn't sag at all, just jutted out like grey bowling balls, but still soft, with just the right amount of jiggle.
Moving down further, Natsha rubbed and scrubbed Pink's abs. Her fingers traced every muscle in the 6 pack, stopping only when Pink started her belly dancer imitation.
When the gyrations had finally ceased, Natasha reached the last area to be cleaned. Her hands slowly soaped between Pinks legs, finding the area completely hairless. "When dancing while wearing a tight leotard, to much hair can show." Pink explained.
Fingers finally reached an area to long neglected. Hands expertly trained to assist in delicate surgery began their magic....
One of the most powerful beings on the planet soon found herself nearly brought to her knees as Natasha stroked her, playing her clit like an instrument.
"I was worried you'd be impervious to this as well" whispered the brunette, as Pinks eyes closed and a moan escaped her ruby red lips. The smaller woman kept up her ministrations, but said nothing further as her lips were soon wrapped around an obviously excited nipple. She sucked and pulled, then began kissing and kneading the breast with her free hand.
Coils shot out to the shower walls to stabilize her, as Pink arched her back as a massive orgasm began.
Natasha quickened her pace as the powerful body beneath her hands began to jerk and shake.
Pink's breathing came in gasps and her face carried a look of pure bliss. Slowly the coils allowed her to slide down, her massive body resting on her knees and her face nearly even with Natasha's. Her eyes fluttered, then opened.
"That was amazing..."
She leaned forward, placing her hand behind her lovers heard, and kissed her deeply. Breaking contact, she stood as the warm water continued to play over their bodies.
"Now my dear, is your reward. This is the first time in months I've been with somebody else, but I have amused myself a bit." One of her back tentacles slowly extended, following the curve of her delectable ass, and passing between her legs. It continued up pressed against her clit and extended a full foot farther. Natasha watched as the water dripped and ran down it's glistening length and Pink ran her hand up and down, rubbing the tip. "It's artificial nerves allow me to feel it like it was part of me. It's an odd sensation feeling both ways when penetrating myself, but I'm eager to feel it with another."
Her shower mate reached out to touch the bright silver, feeling the slight ridges where segments joined, the rounded tip, and the warmth the metal had absorbed from the water.
Pink reveled in the touch, "So this is why guys will go nuts for a hand job" she thought.
Slowly, she reached out, and with zero effort, lifted Natasha. She carefully inserted tip into the willing sexpot in front of her, both letting out small sighs of pleasure. Pink began pumping her hips, building to a powerful rhythm. Her hand rested on Natasha's hips, rocking her back and forth as the metallic invader reached deeper and deeper.
"Yes, yes, yes" cried the brunette riding her massive metal cock.
More tentacles appeared, replacing Pinks hand in holding Natasha steady, freeing her grey fingers to begin playing with the girls tits. While nowhere near as impressive as Pinks, they were still above average. She flicked the nipples and kneaded the tan mounds, then began tracing the areola with her tounge.
She withdrew her carbonadium torpedo and turned Natasha around, re-entering her tight pussy from behind. Natasha could feel the ridges bump her clit as Pink pumped in and out. Pink wrapped her strong arms around Natasha as she slowed to a steady grind.
"Do you like the feeling of my muscles surrounding you? Feeling the strength and power, knowing you are unable to resist?" Pink began flexing her muscles, lightly squeezing the smaller girl as she continued the rhythm. Natasha could feel the arms around her expanding and contracting, could feel Pinks abs dancing on her backside.
She rocked her head back, resting it between the huge grey tits.
"Perhaps you'd like a neck rub as well" whispered Pink, a twinkle in her eye. She began pumping her breasts, using them to squeeze and rub the wet girl in her grasp.
The supersoldier noticed Natasha's heart rate increasing even further and knew she was close. Her slow, powerful grind increased in pace until she was furiously pumping in and out of her willing target.
Natasha arched her back and began bucking as her arms reached up and wrapped around Pinks neck.
"Ohohohohohoh" she cried as her nerves and hormones unleashed the most powerful and prolonged orgasm she had ever known. When she finally stopped moving, Pink lovingly lifted her unconscious body off of her tentacle. She laid her on the small bench in the shower and stroked her pretty face.
"Well, I guess we really do need a shower now" she giggled as she prepared to clean the girl and herself.
In the control room the General pocketed the security tape and smiled to himself.