They meet their captor, Ms. Decadence

Kim laid on her back on the stretcher table, barely conscious from the putrid smoke that attacked her lungs and chest. With her head lying on its side, all Kim could do is see across the table where Ultramom, not fairing much better, also laid on her back on the stretcher table.

The room was poorly lit, minus an old florescent light that hovered above the large table both women were laid to rest upon. The students that placed them there left the room after making sure everything was clear. For a moment, Kim felt there may be some peace after what just happened.

Ultramom, still with her wrists cuffed together, started to regain consciousness as her face was no longer engulfed in a massive cloud of smoke that was previously keeping her docile. Her strength still had a long way to go to have her back to normal, but she did feel it returning. However, this good fortune was only to be temporary. As Ultramom began to struggle with her bonds, she felt the cold office air hit her large, soft breasts. She remembered how the students ripped open the front of her costume so that their hands could invade her chest. Fondling her nipples and mauling her tits with reckless abandon. As Ultramom shook about to free herself, her slightly sagging boobs, splayed out of her top, exposing them completely.

Ultramom whimpered a little in embarrassment as she continued to pull at her arms and feeling the cuffs begin to tear. While this was going on, the bottom floor of where the table sat upon started to cloud up with a mist and soon, became a cloud of smoke, similar in smell to the smoke that was blown in Ultramom's and Kim's faces from earlier.

As the cloud began to rise up from the floor, Ultramom began to furiously struggle, knowing that if the cloud grew much further, they would be done in for. She continued to struggle, but it was too late. To her favor, the cloud only reached up to the top of the table, which meant that they were not inhaling much of the toxic smoke, but to Kim's and Ultramom's amazement, out of the cloud of smoke shot out two "arms" that formed into hands that cupped around Ultramom's exposed chest.

Ultramom began to panic as her newly regained strength began to fade away again. The hand-shaped smoke clouds bathed over her huge breasts and began to develop fingers that pinched and rotated the superheroine's now hard and erect nipples. Twisting them clockwise and then counter-clockwise, eliciting a moan from the mature heroine's lips.

"Uuuuuuhhhh... release me... Noooooo... Uuuuuuhhhh... ...I am becoming aroused...
Uuuuuuhhhh... let go of my nipples... toying with them... making me weak ...who are you... Uuuuuuhhhh... No fair Uuuuuuhhhh" complained Ultramom.

Soon, the hands turned solid and were forming around a curvy womanly figure. As Kim watched, the cloud below began to dissipate as the person fondling Ultramom began to take form. She saw an Eastern European woman with black hair, clad in a shiny grey dress with opera gloves and grey high heels. Evelyn Petrovich, the international villainess known as Ms. Decadence, looked down smugly at the famous mature superheroine who lay defeated, dazed and disoriented before her.

Decadence released Ultramom's nipples. The superheroine's large bosom fell to her sides, giving the heroine a moment of rest. The villainess then reached down her own dress and pulled out a cigarette holder and a cigarette. Lighting it by just tapping the end with her finger, Decadence leaned towards Ultramom's face, while taking a drag from her cigarette holder. Ultramom's eyes began to tear up as she stared into the face of her capture.

"Get that thing out of my face!” demanded Ultramom.

Ms. Decadence pulled the cigarette holder from her lips and slowly blew a large cloud of smoke into the superheroine's face.

"You are in no position to make any demands, Ultramom", replied Decadence in a calm, but sultry voice.

Ultramom began to cough with the smoke in her face completely engulfing her. Ms. Decadence leaned forward and tapped her cigarette holder over each of Ultramom's big nipples.

"Uuuuuuuuuunh... ash... burns... my nipples... Uuuuuuuuuuh... becoming weaker... must act..." moaned Ultramom.

"So proud of these tits, aren't we, heroine?" quipped the younger and curvier villainess as she reached into her own dress to pull out and reveal an enormous pair of breasts held up by a skimpy silver bra top, straining in every direction to contain her solid round jugs. Cupping both of her own tits in her hands, Decadence boasted, "Nothin saggy over here, cow! Think yours can stand up to these?"

Taking another drag from her cigarette holder, Decadence again leans into Ultramom's face and bathes it in cigarette smoke. Ultramom tries to turn away to try and breathe some clean air, but then the silver-clad villainess drops her heavy chest onto the superheroine's soft boobs forcing the heroine to regain facing her adversary.

"Uuuuuuuuuunh... get off... cough cough... of me... cough..." demanded the heroine between coughs.

Decadence's wonderful pair of breasts met Ultramom's tenderized pair. The superheroine's tits yielded to villainess's, flattened and moved out of the way of the alpha female.

Kim started to try and get up, but before she could, Decadence looked over at her and stared hard into her eyes. "You probably should just stay", the villainess demanded. Kim jumped up to run, but it was too late. Decadence reached her one arm out and it turned into a jet of black smoke that collided with Kim's modest chest, beginning to envelope her whole upper body. Kim tried turning to the left and to the right in hopes of not having to breathe in anymore smoke, but it was to no avail. Kim dropped to her knees and clutched her chest as she went into a coughing spasm.

Decadence then returned her focus to the blonde heroine and started to grind her chest into Ultramom's, digging her nipples into the mature heroine's areolas. Ultramom gasped as her super-boobs were being outclassed in every sort of way. Decadence then continued to blow smoke in her face.

"Please stop... I can't take anymore... You're smoke is hurting me.... It's over, you've won already... I give up..." Ultramom pleaded and coughed, realizing she is outclassed and outgunned in this smoky trap.

Ms. Decadence then got off the weakened and wearied superheroine and pulled her own tits back into her top. Looking down at the wrecked superheroine, she grinned, "Moo for me, cow!"