Surprise Attack on the Institute

Mark Williams sighed contentedly as Emma Frost and Betsy Braddock lapped at his cock. The two busty women were practically caked in his cum from their earlier fucking session. He smirked as he remembered the feeling of his cum spewing into their battered pussies.

I’d really like to see what they’d look like pregnant.

Mark grinned as he entwined his hands in their hair. Ever since he’d brainwashed Jean and Ororo, he couldn’t stop thinking about impregnating his women. It was a simple matter for him to fertilize the submissive wombs of the women throughout Wakanda. Most of them had no mutant powers to speak of so his personal security wouldn’t be affected if they were taken out of commission by a pregnancy. Besides, even if women under his thrall were enslaved to his will, he couldn’t help the way his chest clenched at the idea of any of them being hurt. A memory of Nakia taking a bullet for him flashed to the forefront of his mind.

She’s safe now.

Regardless, it was an allure he struggled to ignore. Even now, images of Jean, Ororo, Raven, and the others kneeling in front of him with their bellies bulging with his offspring aroused him like few other things could.

He smiled.

How powerful would a child between Jean and I be? Or me and Ororo? Or… what about Emma Frost and I?

Said blonde was currently lazily swirling her tongue around the tip of his cock while Betsy suckled at his nutsack, cooing as she did so.

Mark entwined his fingers in their hair. “You’re both so beautiful. I bet you never imagined you’d end up being my slaves, did you?”

Emma spat out his cock. The gorgeous blonde gazed up at him with worshipful blue eyes. His cock bobbed at the sight of the imperious woman brought low before him.

“No, not even in my wildest imaginings, Master,” Emma said. She looked incredibly undignified with a string of saliva trailing from her mouth to his cock. “As a powerful telepath, I always assumed I’d have the upper hand in most battles with sentient beings.”

“I’m not most sentient beings,” Mark smiled at her.

“True,” Emma replied. She moved her tits up to wrap them around his shaft. The massive breasts managed to cover half of his massive cock, sheathing it in their warm, comfortable embrace. Below, Betsy Braddock continued to nuzzle her face to his sac, sucking on his balls. “Tactile subliminal mind control. I’d never have imagined it was possible to completely negate a telepath’s mental defenses had I not seen that whore Jean Grey serving you like a debased ****.”

Mark smacked her across the face for that.

Emma’s lips twitched upwards ever so slightly.

“Sorry, Master. I shouldn’t have insulted your queen that way,” she bowed deferentially, as expected, but there was still a spark of challenge within her bright blue eyes.

Another figure entered the passenger compartment of the Blackbird.

“God,” Kurt Wagner addressed him, his accented voice heavy with complete and utter reverence. He stood there, looking incredibly unsure of himself.

“What is it?” Mark asked. The blue skinned mutant’s face brightened noticeably.

“We have just entered US airspace. Queen Ororo is keeping the skies clear, so we should arrive at the Mansion in less than thirty minutes,” he said.

“Good. You two go get suited up. The strike teams should land after us and we’ll use that distraction to our benefit,” Mark said.

“Yes Master,” Emma licked her lips and stood. She stretched in front of him and moaned, emphasizing her breasts and magnificent curves before she walked over to one of the seats where her outfit rested, ass swaying all the while.

Betsy released his left testicle from her mouth and audible plop. A strand of pubic hair hung out of her mouth from between her lips. She licked it up with her tongue and swallowed.

Jesus.

“Your balls were delicious, luv. I wish you’d give me more time with them,” Betsy teased. The purple-haired Asian woman opened her mouth and swirled her tongue around. “I could suckle on them all day. Can I just have a few more minutes down here?”

“Heh. Maybe later. Right now we’ve gotta focus on enslaving the X-Men,” he reached a hand down to cradle the side of her face.

Betsy’s eyes fluttered and she pressed herself against his hand.

“Y-yes, Master,” Betsy smiled warmly at him before standing up. She shimmied her way over to the back of the plane where spare X-Men uniforms were kept.

Mark turned to look at Kurt. The blue-skinned mutant hadn’t so much as glanced at the two drop-dead gorgeous women who had serviced Mark mere moments ago. Instead, the mutant’s eyes were focused solely on him, as if he were the most important thing in the universe.

He smiled at his new subject.

“Are you prepared to do your part, Kurt? This whole plan hinges on your ability to teleport in and out of the Mansion before anyone realizes what is happening.”

Nightcrawler bowed. “Yes, my God. I’m ready.”

“You have no problems with helping me convert your fellow X-Men over to my cause?”

“No, not at all,” Kurt’s voice clipped, quiet. It was as if he couldn’t believe that he were speaking with Mark.

“Excellent,” Mark adjusted the portable shield generator bracelet Shuri had given him.

I won’t be caught off-guard like I was by Magneto and SHIELD. Never again.

---

“Penny for your thoughts?” Professor X tapped his hand on his wheelchair armrest.

Rogue quirked an eyebrow. The kindly bald old man stared back at her impassively, but she could see the faint hint of a smile on his face.

How can he be alright at a time like this, when three of his greatest students and friends were the sexual playthings of that psychopathic piece of shit Mark Williams?

“Can’t you just read mah mind?” the Mississippi native drawled. The sun glimmered off of her skintight green and white costume which did little to hide her ample curves. She crossed her arms over her chest, causing her big, perky breasts to bulge.

Xavier’s patient blue eyes never wavered.

Why couldn’t Mark Williams be more like him?

“I could also ask you how you’re feeling. Both seem to be well within my capabilities,” he smiled at her.

Rogue rolled her eyes. “I don’t like this. The Blackbird’s out there just sitting on the landing pad. Why are they back this early? Why haven’t they come down the ramp yet?”

“Emma said that the Wakandans discovered them. Used some sort of virus to infect the plane so it’ll explode if dey try to leave, no?” A taller form approached her from behind.

She turned to face her boyfriend. Remy, known to most people as Gambit, smiled devilishly. His startlingly violet eyes gazed into hers and she couldn’t help but smile back. Her pussy quivered.

“Yeah, that’s what they said. But what if they’re lying, sugah? What if Mark got to them? I don’t trust SHIELD or Agent what’s-her-face to keep the students safe.”

She shifted her legs slightly, causing her ass to wobble.

“Thanks for the vote of confidence, but we’ve handled dangerous mutants before,” a feminine voice broke into their conversation. The three mutants turned and beheld a woman with short dark hair and light blue eyes. Her facial features seemed to be arranged in a permanent scowl that gave her an imperious, almost military bearing. Like an ancient Roman soldier if the legions had admitted women into their ranks. A faint scar ran down the side of her left cheek. Despite it all, Rogue couldn’t help but admire how utterly gorgeous and voluptuous the woman was. “And it’s Agent Maria Hill, by the way.”

Logan stood next to Agent Hill, chewing on a lit cigar. From the look on his face, he’d rather be in Wakanda ripping and tearing Mark Williams' body until it was done.

“Don’t get too confident, Maria. I don’t see any of Trask’s Sentinels here,” Logan said.

Agent Hill sneered and crossed her arms beneath her big breasts. Remy smirked at the view of her catsuit just barely containing them as they were pushed upward. Rogue gave him a shove, nearly sending her boyfriend to the floor.

“A concession given to you by Director Fury. If you’d all been reasonable, we could have had a dozen Sentinels patrolling the Mansion grounds. Even the Wakandan military would think twice about striking an area protected by Sentinels,” she said.

“Why don’t you just shove us in a concentration camp while you’re at it?” Rogue blurted, silently backed Logan.

“Rogue,” Xavier said softly.

“Sorry,” she muttered.

“No harm done,” Agent Hill's expression softed. “If it’s any conciliation, we never advocated for Sentinels to be used against mutants.”

Rogue nodded, not trusting herself to say anything.

The Professor spoke, "I know, Agent Hill. I wish it were not so, but far too many mutants still bear the scars inflicted by those horrible machines. I fear their presence would only lead to more strife between humanity and mutantkind. We have too much to gain from working together to risk that."

Agent Hill nodded, causing her breasts to jiggle.

Logan sniffed the air and tensed. He extended his claws with a fleshy schlick.

Remy raised his eyebrows and sighed. "You're kidding..."

"No. We need to get the Professor inside," Logan said.

Before anyone could react, a loud crack blasted through the air. She heard a crunch and squinted when one of the SHIELD armored personnel carriers parked in front of the mansion exploded, sending metal debris flying.

Rogue could only agree when a half dozen silverish aircraft shimmered into view above the Mansion. They spewed fat bolts of yellow energy that tore into the SHIELD agents guarding the Institute, charring the driveway black and setting grass and trees on fire.

The bellies on the aircraft opened, disgorging swathes of dark-skinned men with silverish armor who clutched dark gray energy weapons which crackled with yellowish energy. They landed on the driveway and immediately began firing on the SHIELD agents who hadn't yet made it into cover.

A male SHIELD agent let out a pained cry as a blast hit him in the chest, propelling him off his feet and onto the grass. He didn't move again.

She turned to Logan. "I'll hold them off. You get the Professor inside."

Logan looked like he wanted to argue, but nodded. "Okay, kid. Captain Marvel's powers are probably the best defense we have at the moment. Professor, can you use your telepathy against the enemy?"

Xavier's gentle face frowned. "I... there's too much interference. Emma, Betsy, and... Jean. Jean is here. They are all working in concert to prevent me from influencing the battle."

Beside them, Agent Hill had turned and began firing on the Wakandans with a large pistol, her big bubble butt jiggling with the recoil of every shot.

"Jean's here?" Logan said. He sniffed, turning his head left and right trying to find her.

"Logan," Xavier grimaced. "I need to get to Cerebro. It's the only chance we have of turning the tide of the battle and getting Jean back. I'm holding her and the others at bay for the moment, but the second they see a crack in the telepathic defenses I've erected, they'll turn you against each other."

"Dammit," Logan growled and walked up next Xavier as he began rolling his electrical wheelchair back to the relative safety of the Mansion.

"I'm staying out here wit you, chere" Remy said, eyes glowing violet. "We can't let these poor SHIELD agents get slaughtered."

Rogue's heart swelled. "Thanks sugah."

Rogue burst into motion, the powers she'd stolen from Captain Marvel thrumming in her chest as she sped into the fray. She interposed herself between the enslaved Wakandan soldiers and the SHIELD agents, allowing several yellowish blasts to collide harmlessly with her chest. She stopped herself from cackling like a madwoman. Mere months ago those blasts would have surely killed her.

I hope Carol has no hard feelings for what I did.

She charged her hands with energy. Unused to the sensation, she wasn't able to prevent the bright gold energy in her hands from fluctuating wildly like strobelights. She sighed and loosed on the nearest Wakandan soldier. The energy screamed through the air like a beam before colliding with him, spilling harmlessly off his silverish armor.

Fuck. That must be vibranium.

She sped towards the man instead, his movements slowing to a crawl as she approached him at superspeed. She hefted the soldier by his armor before throwing him bodily towards the treeline in the distance, removing him from the battle.

There was a pause in the fighting as the soldiers took cover behind abandoned and scorched SHIELD vehicles.

"What are they waiting for?"

"That would be me," a seductive feminine voice whispered in her ear. When had she gotten so close?

Rogue tensed when she felt something sharp drill into her back. Instantly, she felt woozy and her vision began to blur.

There had been something terribly familiar about that voice.

She wobbled on her feet as she turned and saw a tall, blue-skinned woman with dark red hair.

"Mystique," she growled, trembling with anger as Magneto's former right hand woman smirked at her.

"You like it? It's a little concoction Erik and I designed to temporarily weaken Ms. Marvel. It had to be delivered through an adamantium-coated syringe, mind you, but I think the results more than justify the cost," Mystique said. The blue-skinned woman bit her lip and ran her hands up and down her barely clothed form. She tweaked her nipples and giggled. "I never thought it'd be used to add you to my Master's harem. Oh, I can't wait until we're both on our knees serving Mark's massive cock... oh god. Of course, we'll have to find a way to neutralize your pesky absorption powers, but we'll get there."

Mystique's grin widened maniacally. "Until then you'll be my master's oral sperm receptical."

"I'll..." her head swam and her legs nearly buckled with exhaustion. She felt like vomiting. "I'll stop you!"

"You've already lost, little girl. Even now Xavier's students are being neutralized and taken to their new home. Hm. It looks like the serum is starting to really kick in. I'll see you when you wake up in Markanda."

"N-No!" a fire lit up in her chest when she imagined herself enslaved to Mark's depraved whims. She clenched her fists and punched Mystique. The woman reacted faster than most, but Rogue's fist still grazed her arm. The bone broke with a sickening crunch.

"Fuck," Mystique hissed, cradling her now useless left arm. "Oh well, it's not like this won't heal in a few days. You should have gone for the head, child." The woman taunted her, grinning wickedly even though she should be in debilitating pain.

"What did Mark do to you?" She wondered aloud, her head pounding as bright yellow lights signalled the Wakandan soldiers committing to another attack.

The blue-skinned woman paused for a moment and craned her neck, as if listening to a voice only she could hear. She grinned widely.

"My master freed me. Just as he'll free you, Rogue. I imagine you'll throw away that name for something more submissive. More deferential to the man who will be your god. How about '****'? No, that's hardly unique enough considering we're all his slaves in our own way."

Rogue took a shambling step towards Mystique. Her vision swam, but she fought through it.

Suddenly, the fighting stopped. She saw Remy go from attacking the Wakandan soldiers to standing stock still, his eyes blinking blankly.

SHIELD agents abandoned their cover and threw away their weapons, allowing Wakandan soldiers to handcuff them. Agent Hill was among them, her pretty blue eyes blank as she threw her pistol on the ground.

What was happening?

Of course, Mystique took the opportunity to gloat.

"It doesn't seem your tactical sense has improved at all since the last time you and the Brotherhood came to blows. Honestly, how could you forget about Nightcrawler and his ever-useful teleportation abilities? Combine that with my master's ability to completely negate telepathic defenses and no one is safe. Not even your beloved professor."

Rogue's green eyes widened in realization, even as her body knelt on the pavement of its own accord.

"No," she whispered.

[I'm afraid my fellow ****-wife is correct. The Professor has been incapacitated along with his telepathic defenses.] A feminine voice whispered in her mind, but it felt like a woman's lips were up against her ear.

"Jean?" She felt a vague sense of a woman nodding.

[Hello again, Rogue. Ororo and I have missed you. We're going to have so much fun together back in Markanda.]

She could only look on in horror, trapped within her own mind as two Wakandan soldiers moved to either side of her and lifted her up by her shoulders, carrying her to where a landed Wakandan craft waited.