The Conquest of Amber and Ultra Woman, Part Three

Author: UW and Friend
Time to Read:26min
Added Date:10/4/2024
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The Silver Sorceress climbed back to her feet, her tanned body glistening with sweat. Her breasts heaved with each breath as she smiled dreamily down upon the two unconscious, oversexed heroines.

On uneven steps she approached Amber and Ultra Woman. Her evil smile glowed with hatred and victory over the nearly comatose Amazon stretched over Amber. She raised her hands, and the static energy of magic crackled through the room. Slowly, the golden dildo retracted itself from the two superheroines, and gradually returned into the shape of Ultra Woman's golden belt.

Both of the women moaned and whimpered in their sleep as their over sensitive channels contracted after the removal of the dildo.

The Sorceress smiled darkly as the sounds of the two oversexed heroines whimpering in her power. Her knees almost buckled again as the dominatrix felt her loins burn.

With great joy, the Sorceress put a heeled boot to Ultra Woman's hip, and rudely shoved her off Amber, and smiled as the exhausted, oversexed heroine collapsed to the floor. She crossed her arms over her chest, her heavy breasts still visible to Amber from the ground. "So, what do you wish to do for your mistress now, slut? I knew you'd cave in long before Ultra Woman there."

Ultra Woman stayed asleep even her breasts landed on the damp floor with a wet 'plop'. Amber's eyes opened slightly as it took all her effort to keep them open this far. She licked her dry lips several times before saying in a voice slightly hoarse from screams of passion, "Any...anything mistress." With that, Amber's eyes closed again. Her head turned slightly to the right as she joined Ultra Woman in exhausted slumber. Both woman were now totally at the mercy of the Sorceress and her mysterious backer.

The Sorceress sneered down at the two heroines. She held her hands out before her, and mumbled some incomprehensible words. With a sensation of static electricity around the two heroines, the magic rope binding Ultra Woman uncoiled from around her arms and wrists. The rope rose into the air, coiled itself neatly, then entered the Sorceress's hand like a trained pet.

Ultra Woman sighed in her sleep as her arms and hands were released. They drifted into more confortable positions than how they were before.

"Take this trash," she commanded the two men as she looked down at the unconscious Ultra Woman, "into the training room. Use her until she either becomes mindless or dies." Her words seemed to make the very room frigid.

The two men, their bulges prominent, moved forward like robots. They leaned down, each grabbing hold of Ultra Woman's long blonde hair, and lifted her up. The top half of her body arched upwards, her fleshy breasts bouncing on her chest as she gasped for breath. Uncaring of the voluptuous woman they dragged behind them, the two men pulled Ultra Woman out the door, and down the hallway.

"AAAahhhhhhhhhhhh!!!!" Ultra Woman moaned from being pulled along like that. Only the fact that she was an Amazon and was different from a normal woman prevented them from pulling her hair out by the roots. Even so, she lightly struggled but was no match for the sexual and physical exhaustion that had claimed her.

After looking at the trail of orgasmic juices Ultra Woman left behind, the Sorceress returned her attention to Amber. With a quick jab, the metal toe of her boot slammed into Amber's side. "Slave! Did I give you permission to sleep!? Stand up this second!"

"OW!" Amber murmurred with her eyes still closed. "Not so rough Tania..." Amber slowly opened her eyes and saw what was before her. "Oh hi..." She stood up on her feet and faced her mistress in a suitably submissive position: head bowed, eyes looking at the floor, hand clasped behind her back. "Done this enough for Tania..." she thought.

"Mistress?" she said. "Where has Ultra Woman gone? Did I please you and make her into a slave like me?"

In a moment of static magic, the magic rope in the Silver Sorceress's hands wound around Amber's waist, ensnaring the young heroine in its coil of bondage and truth.

Amber felt the power of the rope take her over, forcing her to do the Sorceress's wishes.

"'Oh hi'? Is this how you answer your mistress?" the Sorceress demanded. With her anger already arisen from Amber sleep, she curled up her fist and smashed the back of her hand into Amber's cheek. The blow was nothing exceptional; the Sorceress apparently had only the strength of a normal woman.

Her cheek reddened where the blow hit but Amber didn't move back in the slightest. Her vampiric strength gave her the power to resist it. The bruise that would have formed didn't.

"Are you my slave, or are you playing games with me, slut?"

"Um...well...I..." Amber stuttered, trying to withhold the actual truth. "I'm n.n..not but I do want to work with you if I could. T..Tania treats me like a child and the other amazons sort of like an outsider. I thought maybe I could teach her and them a lesson and make them respect me more. Forgive me for misleading you!!"

Initially the Sorceress's eyes blazed with anger, but they slowly subsided into a dark, intrigued smolder. "You want to teach them a lesson, slut?" She tugged on the rope, as if doing so would insure Amber's truth. "How serious are you? Are you willing to destroy Ultra Woman's will to gain her respect?"

Amber was silent for a long moment as she thought about her response. "Yes," she whispered. "I want to break her but not allow her to hate me. Destroy her will and make her treat me as an equel. Not 'Little Rachel' how needs to be looked after. could that be done so she doesn't remember how my mistress?"

The Sorceress shook her head slowly. "No, she must remember or her will will not be completely destroyed, slave. She must know it was you that ended her life as a heroine and began her life as a slave. It is your face she must remember."

Part of Amber was horrified at what was to become her former "sister", while the other part was of the "c'est la vie" attitude. "She knew what she was getting into when she became a heroine," Amber thought to herself.

The raven maned villainess's eyes were piercing. "If she doesn't know you are the one that destroyed her will, how will you gain her respect? She must," she said, emphasizing the 'must', "know that you are superior to her, that you are the one that finalized her defeat."

Amber nodded at the Sorceress's wisdom. "I understand. Its just that I...I have feelings for her. She was the first person to show me love. If I must do that mistress, I will."

"Bah!" The Sorceress sneered. "She could care less about you, slave. She only wanted to use you for her own carnal needs. She's an Amazon, a lesbian, who only cares for herself. Did you ever find someone of such beauty so willing before, slave? Of course not, she only wanted to use you," the Sorceress explained in a cold, factual tone.

Amber squeezed her eyes shut as she shook her head trying to drive memories away. Memories about how Ultra Woman/Tania had told her that she hadn't been with a woman in a long time. She couldn't admit it to herself but maybe the Sorceress was right. Maybe Tania had used her as her personal whore. She remember the faint, tiny but there, look of disapproval within Tania's eye when she had slept with any other amzon besides her, although it was okay for Tania to sleep with anybody she wanted to. "That bitch..." Amber muttered quietly. "She USED me...."

The Silver Sorceress tapped Amber's jutting nipples thoughtfully. "Perhaps you should stay here, slave, instead of giving you to Ryan. You might be more useful to me. Anyway, he wants Ultra slut, not some Amazon reject. Would you rather defeat Ultra Woman and, through her, all those Amazons that spurned you, then stay here with me as she goes on to a life of whoring slavery to a bunch of men?"

Amber shivered as her nipples send bolts of pleasurable feelings up her spine. "Yes my mistress," she moaned. "Let me defeat her. Let me do your bidding. All that I ask is that you don't make me a mindless whore like Sapphire. I could be of better use if I am a servent but not a slave."

"If I may be so bold in suggesting an idea my mistress," Amber said in a respectful tone. "A possible key to breaking Ultra Woman might be in her daughter Julia. Commonly known as 'Ultra Girl'. Perhaps if she were to watch her daughter being broken by you, it could help. Sadly, I don't know where to find her."

"Mistress? Who is this 'Ryan' person? Why does he wish to have Ultra Woman? If its for pleasure I could understand that. She is quite good in bed," Amber said with a smile. "Perhaps you should try her yourself."

"Bah!" the Sorceress spurned, "I'm not one of you dirty Amazon lesbians."

She tugged on the rope, jerking Amber to her knees, and grabbed the heroine by her now-loose ponytail. "If I want your advice, I will ask it." Her face was inches from the entrapped heroine. "Do you understand me? If I want to make you a mindless whore like Sapphire, I could do it in a second. I could give you back your amber crystal, adjust it, and make you a slut for the rest of your fucking life," she hissed. "Don't you dare to question me again."

"I won't mistress!" Amber said quickly. "Please forgive my mistake." She bowed her head to looked at the floor. "I beg your forgiveness."

The Sorceress placed a boot on the back of Amber's head, pushing her face into the floor. "You will receive it, but you shall be punished for your insolence." She took the boot away from the brunette hair, and put it down before the submissive heroine's face. "Kiss it, and tell me what you are."

Amber kissed the silver boot with her full lips. "I am a slut and your servant mistress and I humbly beg your forgiveness for my insolence. I will accept whatever punishment you see fit to give me."

The Sorceress nodded. "Very good. I will punish you later by allowing you to entertain my men tonight." She grinned icily. "Just as Ultra Woman is doing now."

"Um.... How many men my mistress?" Amber asked as a shiver of fear but also of passion went up Amber's spine at the mention of her 'punishment'. "Just curious!" she hastily added.

The Sorceress stood up straight as the gathered up her lost composure. "I only have one question for you," she said, glancing at the rope still around Amber's shoulders and breasts. "Will you do as I command you?"

Amber looked up to look the Sorceress in the eyes. "Yes my mistress," she said in a clear calm voice. "Whatever you ask me to do, I will do to the best of my abilities. I wish to please you.

"You will mind me, that is all I demand." She looked at the magic rope in her hands, then down at the young woman trapped in its coils. "Now that I have this rope, I know that you are truthful."

She leaned down, and pulled Amber up by rope and chin. "Stand up, slave, and tell me who your mistress is."

Amber stood at the Sorceress's command, still within the coils but doing so because she wanted to. "You are my mistress. I am your servant and will do as you command," she said in a strong, clear voice as her new loyalties become clear. "As a holder of a gem, an amazon, and a demi-vampire; I hope could be of service to you."

The Sorceress laughed in triumph. From Amber's arms and chest the rope was lifted away, releasing her from its mind-numbing coils. "You will serve me well, Amber. Come with me, slave, and begin your new life." She looked the young heroine over. "You will need new attire, suitable to a slave of the Silver Sorceress. Use your powers to make yourself more presentable."

Amber thought for a second about what her mistress would like. Suddenly a smile came to her lips as an idea came to mind. "How about this?" Her blue, red, and white uniform that had been lying discarded on the floor dissolved into ribbons of light that travelled to Amber's nude body. She is surrounded by a glow for a second which faded to reveal Amber clad in a parody of her old uniform.

She still wore the red knee high boots, the thigh high blue skirt, the white elbow length satin soft gloves, and the two red bows on her chest and rear of the skirt. What was different was remarkable and very revealing. G-string panties showed most of her firm buttocks. The white top was replaced by two thin straps, like suspenders, that provided an attachment point for the front bow. The straps and bow covered his nipples and little else. The straps ran over shoulders, came together behind her neck, and ran down her firm back to the skirt.

"You like my mistress?"


The exhausted, sex-weakened Ultra Woman was dragged into a large room. Inside it rested the majority of the Sorceress's slave force. The room was filled with various paraphenalia of the twisted villainess's imagination. Sawhorses, straps, chains, dildoes, and every other twisted item of sexual deviancy littered the room amongst the bean bags, divans, and couches.

The great heroine was pulled in and dropped unceremoniously to the floor. "The mistress demands this woman be trained or killed," one of the men told the remainder in a dry monotone.

"Uhhhhhhh...." Ultra Woman moaned in her sleep as she landed in a heap.

The six men inside the room all stood up from their various couches and beds and approached the heroine. Hands grabbed at her tattered bustier and tights. Threads popped as the shiny uniform was torn from Ultra Woman's voluptuous body. The shreds thrown aside, Ultra Woman was suddenly jolted awake as a pail of ice cold water splashed over her ass and back.

"What the!!!" she shrieked as the cold water awakened her. Ultra Woman lifted her head and shook it as she tried to clear the post-orgasmic fog from her brain. When she opened her eyes and took in the sight of the room and the men, her eyes widened. To her horror, what she had gone through wasn't some sort of digusting nightmare from which she would waken in bed with Rachel, but reality. From the goosepimples erupting all over her body, Ultra Woman could tell that her uniform is gone. She took a quick mental inventory and found that only her tiara, bracelets, and boots remained.

As the heroine awakened, one of the six naked men stood over her, empty bucket in hand. The expressions on the total of eight men was almost frightening. All six naked men bore growing erections, yet their faces were completely void of emotion. They all looked terribly like the androids of Doctor Droid, yet these men had to be real, down to the moles and hairs. As she looked up from the puddle in the floor, she saw the two clothed men pulling off their shirts.

"Oh dear..." Ultra Woman thought as she saw the two strip. "Eight against one. These are not good odds...." She looked on in horror at the massive, dripping erections each of the men had, ranging from large eight inches to massive 12 inch cocks. "Rachel weakened me and I havn't recovered," she thought wildly. "These will destroy me for a long time!!"

She scrambled to her feet and faced the men with her hands on her hips. "How dare you touch my body with your filty hands!" she said with as much defiance as she could muster. It was difficult as Amber's rape of her had reduced her amazon strength to slightly less than that of a normal woman. Honor, however, dictated that she must resist to the very end, no matter what physical shape she was in. Suddenly, Ultra Woman made a break for the door leading out of the room. "If I could just get away until my power return...."

Before the Amazon could take more than two steps, the men reacted. These men seemed impervious to surprises, but calmly, yet quickly, grabbed at Ultra Woman. The first hand to reach her got a firm grip of her long blonde hair as it swept upwards in her wake. The tug jerked the tired, sexually weakened Ultra Woman back.

"Dammit!" she yelled as her escape attempt failed.

Another pair of hands grabbed one of her arms and spun her around, even as her head was tugged in another direction. As she struggled to free herself from the holds on her forearm and hair, a fist plowed into her cheek with all the strength of the muscular man.

The blow wouldn't normally affect her, but in her weakened condition her vision exploded in a field of black and stars. Finger, hands, and arms surrounded the struggling Ultra Woman, and pulled her down with a pile of men atop her. She disappeared amongst the masculine bodies, her own tanned, athletic, smooth body hidden inside the pile of hard, hairy male forms.

"Uhhhhhhhhh!!!" she moaned as the blow stunned her. The touch of all the hot male flesh and the smell of their arousal threatened to stimulate her own arousal. The amazon warrior's sensitive skin became a liability in this case. Ultra Woman struggled even more because of it. "Too weakened now! can't resist it for long!" she moaned.

Male bodies rolled and grinded against her voluptuous, athletic body. She felt the hot poles of manhood slap against her skin every time she rolled. For each man she dodged, two more leaped atop her, hands groping at her breasts, her hair, her arms, and her legs. Flexing muscles ground against her, sending more powerful sensations punching through her.

"Don't touch me!!!" she screamed as she felt unwanted feelings of pleasure as they groped her perfect body. It made her resist more but all that did was put her into more contact with their bodies.

Gradually she was brought under control. While men held Ultra Woman face down to the floor, her breasts flattened and bulging past the edges of her ribcage, a man on either side grabbed her arms and pinned them down. Two more grabbed her ankles and sat on them, forcing her legs to freeze in place.

"Hera!" she gasped as her sensitive nipples shot pleasurable feelings up her spine. From her own experience, she knew she was very sensitive there. For a fleeting second, Ultra Woman remembered her childhood on the amazon island; about all the times she had helped place other girls in this very same position and had been in it herself. Then the only 'punishment' then was a case of tickle torture, usually leading to 'playing doctor' among the girls.

Moments pased as Ultra Woman could only flail her head around. Not a word was spoken, but the group of men seemed to work like a well oiled team, as if they had practiced the art of capturing and subduing heroines. As she was held down, one of the men got one of the soft, plush ottomans and slid it next to Ultra Woman's midsection.

"Must! Escape!!" Ultra Woman grunted as her body trembled in a failed attempt to throw the males off of her.

A hand yet again grabbed a fistful of the heroine's golden tresses. Two men grabbed each of her shoulders, and with seven men piled around her, Ultra Woman was raised up to her knees, held tightly in place by the combined power of the men. She could feel her strength gradually growing as the tingling in her sex from Amber's shredding rape of her body subsided.

"Just have to hold out a little longer!" she thought as she felt her strength beginning to return. Her struggles grew slightly more powerful. The men's hands were slipping slightly from her struggles and her newly sweaty skin.

Hands slip off her sweaty, struggling body, only to reattach themselves in renewed strength. Each man was a near perfect specimen, each one distracting her eyes in her slightly aroused state, even as she fought to free herself from their combined grasp.

The distracting view of these perfect men made her remember the night of passion she spent with Captain Liberty. The night she gave herself freely, instead of by force, to a man for the first time in her long life. Each of these men could be his equal. "I can't think about that!!" her mind screamed. It was too late however and the memory tore a hole through her determination to resist.

The ottoman was pushed under the growing struggles of Ultra Woman. With a strong pull, the men drug her back down over the ottoman, bending her over it. Abruptly her long legs were spread, as she felt the thighs of a man push between them. With a sensation of horror, she suddenly had her upturned ass cheeks spread by a man, as his knobby cock pushed past the puffy lips of her vagina.

"NNNNNNNNNOOOOOOO!!!!!!!!!!" Ultra Woman screamed as she struggled wildly. Her newly recovered strength faded in an instant as the engorged head of the massive cock slid easily into her wet channel. "Get it out!!!!" Her plump breasts jiggled eroticly as she struggled.

Hands gripped her hips, fingers digging into her muscular waist, and pulled back. Her pussy groaned as it was stretched wide by the invader. The burning rod plunged deep inside the heroine, making her legs tremble at the erotic intensity that shot up her spine and exploded in her head.

Her toes curled up inside her blue and red boots as she felt a large orgasm grow inside her body. Each moment as it grew, it sliced away at her already weakened Amazon strength.

"You will destroy me!!" she screamed as she moved her hips in an attempt to dislodge the man. The only thing she succeeded in doing was forcing him in deeper and making his cock stimulate her walls more. "GODS!!!" she gasped as she felt her strength reduced even more. Ultra Woman's eyes were wide open with an element of fear as she watched the men molest her flesh with their hands. She knew in her weakened state, she was in deep trouble.

None of the men replied as they silently held her in place as her rapist buried his cock inside her womanhood. As she bucked, he leaned forward, burying the organ to the hilt. His pubic hairs tickled her anus as he was fully inserted within her walls.

Ultra Woman's eyes bulged outwards as she gasped when his cock pressed against her cervix setting off the nerves there. To her horror, she felt herself losing control over her actions as the sensations ripped away her self-control. "NO!!" she cried as she felt the orgasm nearly ready to burst. "CAN'T! GIVE! IN!!!!"

Suddenly, Ultra Woman's head was jerked up by the shining blonde hair again. The man holding her hair stood in front of her and took hold of her head. "NOOOMMMMMMMMPPPPPHHHH!!!!" she moaned as he forced his cock past her ruby lips. Her cheeks puffed as the hard, musky flesh filled her.

With a swoosh of her long blonde hair across her face and back, Ultra Woman was thrust forward, arching her neck outwards, as the cock was shoved past her lips and down her throat. The upper half of her neck bulged as the organ was pushed past her gag reflex before she could react. His balls slapped and curved around her chin as her golden tiara pressed against his belly. Her vision was blinded by the hair that surrounded her nose and eyes.

"MMMMMMMMNNNMMM!!!" she moaned around the thick cock. Its width prevented her aching jaws from biting him even if she had the strength or will to think about such an action. Her nose was filled with the man's musky, but erotic scent while his heavy balls slapped her chin. Ultra Woman caused him pleasure without her even knowing it as she swallowed saliva. The action produces a nice 'sucking' sensation on him. At the same time, her tongue slid on his thick pole as he thrust in and out of her super mouth.

The men holding Ultra Woman down were busy as well. The two holding her arms straight out to the sides placed their hot cocks in smooth hands. Her fingers instictivly grasped their flesh. As she bucked and moved, she jerked them off. The two holding her shoulders steady were contented with pawing her plump but firm breasts; tugging, massaging, and pinching the heavy flesh. All of which sent pleasurable sensations to her overtaxed brain. The two holding her legs down and apart stroked the muscled legs from her straining thighs and down over her velvet soft boots.

Suddenly, Ultra Woman gave a deep moan around the cock in her mouth as the orgasm that she had feared erupted. Her body jerked back and forth within the men's iron grasp. Her channel tightened and throbbed about the invader within. Her mouth and hands sucked and pulled at the ones in their range. The ottoman and the rapist's organ behind her thighs were coated in her copious juices that came boiling out of her vagina. Eventually, Ultra Woman hung limp in their arms. Her eyes closed and her nostrils flared as she tried to fight back the passion that had taken over her mind.

The pile of men around her barely reacted to the powerful orgasm that shredded the buxom heroine amongst them. Hands held her arms outwards as her fingers strained and tensed around the two cocks growing in her palm.

As her velvet sheath tightened around his pole, the rapist in her cunt let out a soft grunt as his member shuddered. The hands on her ass dug into her skin as his warm cum exploded inside her body, setting off another orgasm that rippled the length of Ultra Woman's body.

"NNNNNNOOOO!!!!!!!" she moaned around the cock as the orgasm consumed her. The rapist's hard jets fired sticky lengths of cum deep into her womanhood. Her brain went into overload as all the pleasurable sensations made mincemeat of her thoughts.

While the great heroine fought against the demands of her cumming body, her head was moved back and forth, dragging her ruby, drooling lips along the rough length of the organ in her mouth. Faster and faster her limp head was pistoned. As her second climax hit her, the cock in her mouth was thrust deep down her throat. With a low, matching groan of his peer, the man spurted the jism down Ultra Woman's throat, filling her and forcing her to swallow the gushing seed. Her hair ached as she was pulled far forward by the tresses at her temples.

Streaks of tears lined her cheeks as Ultra Woman felt her belly fill with the pungent smelling liquid, each droplet a sign of her degredation.

As the two men finished pumping their combined seeds inside the voluptuous, naked body of the great Ultra Woman, they released their grips. She hung limply by the hands on her arms and legs, the white seed running down her thighs and chin.

Ultra Woman tried to struggle free but the orgasms had so weakened her that her attempts were no more then shivers. She couldn't even summon the strength the spit out the seed pooled in her mouth. "So weak..." she thought tiredly. "It'll take so long before my strength returns.... Mustn't give in. Rachel's plan wasn't good but she'll try to save me like I would with her. Must be ready... "

In almost a single motion, Ultra Woman was lifted from the ottoman and thrown harshly onto the floor. Her back slammed into the concrete and tile, driving out the little air left in her lungs. Before the oversexed, dazed heroine could react, one of the men sat on her upper belly, his cock slapping down in the center of her chest. As one man stepped on her head, pushing her face to the side and holding it in place, powerful hands grabbed her luscious, fleshy breasts. Fingers pinched her nipples and forced the mammaries together, encompassing the straining, overheated rod.

"Uhhhhhh...." she moaned as she hit the floor. Her moans changed to squeals as her nipples were molested by the strong fingers. "Feel so different...." she thought. "NO! Can't let it get the better of me! Can't give in! But it's so hard not too..." Her tongue licked her red lips, inadvertantly cleaning them of the other man's seed.

As this happened, her legs were pulled wide. Two zippers were pulled down and her boots yanked off in the blink of an eye. With her legs spread and pulled up, one of the men knelt own between her athletic thighs.

The back of her knees curled around his shoulders, lifting her hips off the ground. A pair of hands grabbed her hips, as she felt the second knobby cockhead at the gate to her greatest treasure, and greatest weakness.

"Noooo...." Ultra Woman moaned with tears running down her face as the even larger cock pushed into her. "Oh please no...." Her weak struggles did nothing except to rub her over-sensitive vagina against his huge shaft. His hard thrusts and her soaking wet channel easily allowed the cock to penetrate deeply until it pressed hard against her cervix.

The room was quiet except for the moans and sobs of Ultra Woman, the grunts of the men molesting her, the pants of the other men, and the sound of wet flesh rubbing against each other.

With three quick grunts of effort, the man thrust his rod the entire distance inside the weak heroine. Normally no man could penetrate her, but after her orgasms three thrusts sufficed to break down what little resistance she and her body had left.

Ultra Woman could feel what was left of her will fading fast amongst the hard driving sex that she was experiencing. "Nnnnooooooooo!" she wailed as she felt her body and mind give into the pleasurable sensations. Her hips thrust back to take the man in deeper and her channel tightened as the first results of her defeat.

Her mountainous breasts were twisted and molded around the blazing organ. The head peeked out of two mounds of flesh like a threat and a promise. The man seated on Ultra Woman rocked back and forth, forcing the cock to seesaw between her trapped breasts. He rode her breasts, pressing and squeezing them around his organ, both to stimulate himself and the heroine trapped beneath him.

Ultra Woman's tender and sensitive breasts fed very pleasurable feelings into her mind. She could feel the hot, rock hard, length throbbing between her mounds. She could see the purple head poking from her cleavage from the corner of her eye as her head was held down. She thought absently about how nice it could be to be covered in the hot seed she saw dripping from it.

Ultra Woman's feet bounced behind her impaler as he pistoned his stony cock in and out of her. He wrapped his hands around her thighs and pulled her towards him as he jammed himself into her aching, dripping sex.

She wrapped what she could of her legs around his neck to pull him in deeper. "More!" she moaned in abandon. "Fill me deeper!" Her hips thrust up to meet his pistons as she tried to bring them both off quickly. "Cum! Please!!" Her hands tugged and caressed the two cocks of the men holding her arms out.

Ultra Woman pushed herself on to him, driving his cock deep into her as she came with a a scream of delight. "AAAAAAAAAHHHHHHHHHHHHH!!!!!!!!!!!!!!" Her body spasmed and jumped as she came like an animal. Her hands and channel tightened and squeezed the cocks touching them. She could feel the front of her body becoming soaked from the juices that her pussy released. So much so that it dripped off her shoulders into the large puddle on the floor.

The boot was released from the screaming Amazon heroine, allowing her to turn her head just in time to catch a blast of salty seed that erupted from between her breasts. Her hard breasts were molded around the rigid, orgasmic pole that thrust out from between the mountainous mammaries. The eruption flooded past her own orgasmic juices in blasts of thick syrupy seed that coated her chest and chin in moments.

"Oh yes!" she moaned as her tongue licked the thick, hot seed from her chin. Ultra Woman closed her eyes in pleasure as nectar slid down her throat.

With her channel clamped down on him, the man supporting Ultra Woman's legs and hips grunted, tensed, and exploded. His erection buried deep inside her sopping sex filled her belly with his stinging load of manhood, filling her again with the essence of another man, chipping away further at any hope of resistance she might have had.

His seed triggered yet another orgasm within her weakened body. This one was only noticable by the look of pure ectasy on her face and by her channel throbbing and milking his massive organ.

The two men continued, albeit at a slower pace, the grind against the heroine's breasts, and inside her Amazon temple. They continued until every drop of seed dripped from their cocks and into and onto the great heroine.

She tried to help them as best she could within the men's tight grasp.

After what seemed an eternity, the two men slowly released Ultra Woman, and stood up. The cock popped from her aching, gushing pussy, and the man let her legs flop lifelessly to the floor.

Her body was so weakened that she didn't even try to shake the mane of sweat dampened hair that covered her face, nor open her eyes to see the eight men gathered in a circle around her, four of them with cocks rock hard and throbbing with their heartbeats. The other four were slightly softened and glistening in the light.

Dazed from the hammering orgasms that have ripped her mind and resistance to shreds, Ultra Woman could only lie there, gasping for breath.

The defiance that she had in the beginning was gone, at least for now, and had been replaced by just wanting to rise the pleasurable wave she was on.

Suddenly she was grabbed by her arms and legs and pulled onto her belly. As she opened her bleary eyes, she saw and felt that she was now lying atop one of the men. Hands pulled her arms behind her back, as a rope quickly lashed her forearms together to keep them out of the way. Her long legs were pulled apart, her knees slid across the smooth floor.

Her aching muscles forced a moan of pain from her dry lips as they were once more abused. She looked into the face of the man beneath her and saw not an ounce of pity or pleasure. He could have been a robot for all the emotions he had.

Ultra Woman felt hands between her legs, followed by the cock beneath her. Her ass was guided down, and yet again she was forced to absorb another rock hard insertion into her screaming, oversexed vagina. In a single, powerful thrust, it slid the entire length of her tract, burying the thick cock completely within her once chaste body.

Ultra Woman gave a whimpering moan as she was filled once again. Her brain was absorbed by the forbidden pleasures that she had allowed for herself only once. The thoughts of that one night of magic filled her befuddled brain. For a brief second, Ultra Woman almost thought that it was Captain Liberty beneath her. "Nonononononono....." she moaned as she tried to clear her head. "Must try....to resist...." she thought, knowing the words were meaningless now.

Ultra Woman was busy dealing with the explosions of pleasure and panic that filled her, when one of the men finally spoke. "Our...mistress...has...commanded...that...you...be...destroyed..."

His monotone words struck fear into the very heart of Ultra Woman. She knew that right now, she could be 'destroyed'. She had been so weakened and abused that her resistance was all but zero.

With her legs spread wide, the voluptuous blonde heroine felt a thick head push between her cheeks. With a grunt, her sweat and cum filled crack started to widen under the impending, two hundred pounds that leaned all his weight into the cock splitting her open from behind.

"AAAAAAAAHHHHHHHHHH!!!!!" Ultra Woman screamed in pain and pleasure. Her body filled so much by their massiveness. She tried to fight the urge to give in and shred the last reamining bit of her dignity but the battle was lost even before it began. Her passage squeezed and throbbed around the invaders as her body squirmed in pleasure between the two.

Ultra Woman's body was so over-sensitive that it only took a brief time before another orgasm claimed her. This one was the most massive yet. Her screams filled and echoed around the room as her body became as tight as a bowstring. Her eyes rolled back into her head as she collapsed on top of one of the men. The heroine was in total physical and emotional collapse.

Heels clicked as the Sorceress walked into the room, trailed by the meek Amber. "Mistress, what now?" asked the slavish former heroine.

The Silver Sorceress, a callous, cold smile playing over her lips, kneeled beside the still-penetrated, quivering, unconscious Amazon. "Now, with her mind turned in upon itself, I turn her into a slave like yourself. It will be an easy thing; an Amazon that cums as much as this slut will be easy to manipulate."

The Sorceress pulled Ultra Woman's tiara off her forehead, allowing her blonde, sweat-caked tresses to fall over her face. Solemnly she placed the magic rope around Ultra Woman's neck.

Closing her eyes and placing a silver-gloved finger to the bare forehead of Ultra Woman, the raven maned villainess began a soft chant. The sensation of static filled the room, making the hair of each person stand on end.

"In moments, Ultra Woman, you'll be gone...."


Edgar Ryan leaned back in the plush chair and puffed away on his cigar. He looked down, seeing the reflection of his mansion in the pool, then at the reflection of the two in the chair across the way.

One of his men was lying in a lounger, naked to the world. Seated over him was a voluptuous blonde woman. Physically, she was amazing. She was naked except for the white collar, white stiletto boots, and the four letter tattooed on her ass. Her head and ass were both arched upwards as the man below pulled her down by the waist, penetrating her with his erection. She let out a submissive whimper as he used her body.

Ryan held up a his glass of port in a mocking toast. "Now you have returned to your true avocation...Ultra Woman." He smiled as he saw the four letters on her ass: SPAY.


"Like this, mistress," Amber whispered meekly as she again pressed her lips down between the Sorceress's legs. Her tongue lapped slavishly against the villainess's throbbing clit.

"Oh yes, pet, exactly..." moaned the Silver Sorceress. "And after you are finished here, I have someone for you to hunt down. After that, I will allow you to go to the barracks to please the men."

Amber smiles joyfully at the opportunity to serve. "Thank you mistress!" she cried, "I won't let you doowwwmmmmmm...."

Her words were stifled as the Sorceress pushed Amber's face down into her sex. "Quiet, slave, keep your mind on the work at hand."