Superman let out a moan of pleasure as he felt the muscles of her vaginal wall encircle his throbbing cock, she was so tight, he orgasmed just by penetrating her, but her vice-like grip on his cock was so firm that no cum emerged from his cock.

"Naughty, naughty, little BOY. I warned you!" Judy squeezed Superman's pec muscle with her hand, crushing it in her grasp like an over-ripe piece of fruit.

Superman cried out at the pain, but his body betrayed his true feelings, and his cock swelled even larger as he took pleasure from the pain being inflicted on him. Judy smiled "Looks like we have a win-win situation here, Supes, the more pain I inflict, the harder you get, and the more pleasure I feel!"

She began to flex her muscles in front of him, pumping her biceps to even greater and greater size, as her muscles expanded, so did Superman's cock as he became more and more aroused.

Judy began to finger her clit, harder and harder, moaning in pleasure, heedless of the effect she ws having on the poor man of steel beneath her.

With a scream that shattered windows for miles in every direction, she approached the brink of her orgasm "NOW SUPERMAN! GIVE ME EVERYTHING YOU'VE GOT!"

Superman's cries echoed herself as he burst forth with the biggest most incredible ejacualtion in his life. Cum gushed into Judy's waiting vagina, as she moaned in pleasure at the multiple orgasms she experienced. Then before his astonished eyes, Judy's muscles began to expand in size, as she converted the supercum into pure female muscle power.

Judy could not control the mighty power now throbbing through her veins, she felt incredible...totally unstoppable. Her thighs quivered with unstoppable power, as they swelled in size. Unfortunately for Superman her vaginal muscles also swelled in size, closing around his once proud super cock and crushing it to paste.

She got to her feet, and admired her perfect body, luxuriating in her increased size and power. She looked down at Superman, at his destroyed pecs and cock, and decided what to do next.

What do you do now?

	She heals him with her breast nectar so she can fuck him for more Super-cum
	Men are such weaklings! She goes in search of female companionship

	Back to the previous chapter
	Back to the beginning of the story.
View outline of the chapters.

View info about this story
Story program written by Valerie Mates