Go back


by OwlGold


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

"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

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

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

"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...'


"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

"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

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

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

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

"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

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

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

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

"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

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

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

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

"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

"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
  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

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

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

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 machine


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