To Me My X-men

[6 word request: Lycra-clad superhero midgetized, monster cock]

[Guys I'm not gonna lie this is a massive story that's pretty much C+ deep-cut X-men fan-fiction. If you hate it I'm fine with it, but if you're into the X-men at all you might be tickled by all the references.]

Previously:

The X-teams are decimated.

X-Factor’s battle with Kid Omega ended up with a nuclear blast that left a half-mile-wide crater. No telepath sensed their deaths, but neither the heroes nor their foe were anywhere to be found.

After taking down Apocalypse, X-force suffered severe casualties: Cannonball near death, Shatterstar paralyzed and Meltdown stripped of her powers. Cable’s only hope to save them was to vault them into the future.

Rogue’s Gold Team took on the Black Queen in an epic battle that nearly ended with Manhattan getting sucked into hell. At the last moment, Rogue realized the spell amplifying Selene’s hold on the island was tied to her and her teammates’ souls. With no other option, she and her fellow X-men vanished into the mystical Siege Perilous, which shattered after they passed through it.

Cyclops’ Blue Team left for the Shi’ar galaxy to respond to his father’s mayday call. It’s been months since the Blackbird passed through the stellar jumpgate and no word has been heard.

Emma Frost’s White Team headed to Genosha after their president, Xorn, was revealed to be Sinister in disguise. Emma and her students hoped to bring order to the island nation, but after establishing a Genoshan campus for the Xavier School, an impenetrable iridescent dome appeared around the island. Communication with those within the dome has been impossible thus far.

The X-mansion is nearly empty, save for Alex Summers--Havok--and James Howlett--Wolverine, still convalescing from the process that transformed them into Apocalypse’s horsemen War and Death, respectively; Warpath--James Proudstar--who was out of range of Cable’s “body slide” technology that shunted his teammates into the future; Calvin Rankin--Mimic--who mysteriously reappeared in the massive crater a month after his X-factor teammates had their last stand; and Julian Keller--Hellion--who returned to membership in the X-men when he learned his teacher and fellow students were trapped in Genosha.

Unable to use Cerebro, the five X-men planned to seek out their lost teammates but were interrupted by an emergency transmission from deep within the Morlock tunnels by none other than Wolverine’s greatest enemy, Sabretooth.

Against Calvin’s command, the Canadian mutant entered the Morlock tunnels alone. That was two days ago.

*

“Alex, this isn’t up for discussion. I’m in charge here,” Calvin said, peering into a massive chrome cylinder the size of a bazooka, its technological guts splayed out over the table. “Nobody goes after Wolverine until I’ve said so.” The 7-foot tall, hulking pile of muscle stroked his beard as he pulled a clear visor over his eyes before soldering together two unidentifiable components excised from the massive weapon. “I did a bio-scan down there and got nothing--nobody’s down there, not even Wolverine. I think if I can futz together a device that can lock onto his genetic signature, I might be able to follow a trail…”

“‘Futz’?” Havok said, rolling his eyes. His torso flexed in the tight black spandex laced with a nanotech webbing that helped him channel his massive plasma bio-blasts. “You mimic the powers of Forge, a guy who can literally make anything, but still use the word ‘futz’?”

“If it’s a trail you need, I can track him,” Proudstar said, unsheathing two six-inch blades from his belt. “Heightened senses and super-speed. I can see in the dark, too.” The Native American grit his teeth as he sensed the other men ignoring his declaration. “Or we can sit on our thumbs here and wait until the trail goes cold.”

“Guys, let’s not forget, that distress call came from Sabretooth--350 pounds of rabid mutant raw-meat-chomping muscle with claws that can shred leather and a serious history of sado-masochism,” Hellion said. The thin 20-year old sat cross-legged, hovering three feet above the floor, his body radiating a pale green light. “Let’s ignore the fact that he’s said many times he’d like to jerk off with our entrails. If something took HIM down, and then Wolverine goes missing… We’re dealing with something seriously nasty. I say we at least get a read on what’s the what before we go charging in there blindly.”

“It’s that kind of attitude that got you kicked out of the Xavier School, kiddo,” Havok said as he stomped toward the door. “Those of us in the big leagues don’t sit around waiting when one of our team goes missing.”

“Alex, about three dozen of our team are missing,” Mimic said as he held up a freshly-constructed device and clicked it on. A cone of green light burst from its flat circular surface, shaping into what looked like a holographic radar. “And I’m pretty sure when it all happened, you were in a medi-pod here because our greatest enemy made you a genocidal lapdog for the deadliest mutant who ever lived.”

Havok sneered at the hulking brute. “Proudstar,” he said, “you sounded amped up to get in there and get some results. You ready to gear up and head into those tunnels and do some actual hero shit?”

Hellion hovered across the room. “You know Havok,  last I knew, you were never this… mouthy.”

Mimic nodded. “Exactly why I’m in charge. Apocalypse’s transformation is still there, vaguely, on a remotely cellular level. He’s only about 94% recovered, but I guarantee he still hears whispers from Lord Apocalypse telling him to incinerate us all. If you really feel comfortable charging into the dark with him, Proudstar, be my guest.”

Big James Proudstar beat his thick fists against his meaty, spandex-clad pecs. “No disrespect to the guy who could blow up the moon,” he said to Havok, who looked like he was ready to literally explode, “but I think I want to stick with the guy eight mutant powers over here.” He thumbed at Mimic.

“Four,” Calvin corrected.

“Question for you, big man,” Hellion said as he looked at the radar device Mimic had created. Based on its lights and sounds, it seemed to have found something. “So you mimicked Forge’s ability to understand and build any machine, I get that. But you also got Strong Guy’s muscle powers. Your fingers are each bigger than Warpath’s dick--which I saw in the showers after our Danger Room workout today and--HOLY SHIT--but how the hell are you able to tinker with fine-tuned electronics with those big mitts?”

Proudstar grinned. “You looked at me dick?” he said, an eyebrow raised. He adjusted his stance, his hands going to his sturdy hips, his groin thrust slightly forward. “I could’ve sworn I felt it move a little in there. Was that you getting a little frisky with your telekinesis?”

Hellion shrugged.

Havok walked to the door. “I can’t believe, THIS is our X-men right now.”

“To answer your question,” Calvin said as he gestured at the deconstructed device still on the table. Every tiny metallic piece suddenly rose into the air as it began to reassemble itself with what was left. “I also mimicked Polaris’ magnetic manipulation powers. And Wild Child’s healing factor and heightened senses, too. I can track almost as well as Warpath can. Which is why we’ll be splitting into two teams when we head in there.”

“Wait, we’re heading in there?” Havok said, darting back in the room.

Calvin nodded. “You got your wish. You’ll be with Proudstar. I’ll take Julian.”

Hellion held up both hands. “Wait, what did your little contraption say?”

Calvin flexed his tank-sized torso. He was nearly five feet wide, every inch of him bulging and hard, making his head look tiny on his gargantuan frame. “Results are muddled. I’m getting to faint mutant signatures but I can’t tell which is Wolverine’s and which is Sabretooth’s. And they both die out after a point.”

Havok’s hands erupted with blinding white energy. He grinned. “Then let’s get in there. Big Calvin, you want to mimic some of my firepower before you head that way?”

Calvin’s huge frame levitated in the air as the device below him liquefied, forming into a metallic shell on his immensely muscular body. “Thanks, but I think I’m good.”

“Hell yeah!” Hellion said. Warpath raised a hand to high-five him. Hellion did the same ten feet away; despite the distance, Warpath still felt contact and heard the crack of a hand slapping his. He shrugged.

*

‘Don’t exhaust yourself,” chided Calvin as he climbed over some rubble. Hellion floated over it. The young telekinetic hadn’t put a foot on the ground since they’d entered the tunnels.

“Flying is more natural than walking,” Hellion said as he gestured with his arm, moving the rubble aside. “Honestly, that’s why I’m happier being around all of you guys rather than out there trying to be normal. It’s harder to hold my powers in than it is to just let them flow.”

Calvin studied the handheld version of the radar device he’d cobbled together before he left. “It’s interesting that Sabretooth and Wolverine’s mutant signatures are so similar. Worth looking into,” he said.

“Think they’re related?” Hellion said. “That’d be a letdown. Honestly, I always kind of saw them as exes. I swear to god Wolverine only gets hard for murderers, and the way those two sweat when they’re around each other…”

Mimic didn’t respond. “The trail keeps going cold and reappearing down the tunnel, sometimes a kilometer away. I’m guessing we’re dealing with a teleporter.”

“I thought the Morlocks were all dead,” Hellion said. “Is it me or is it getting darker in here?”

Truly, the pitch blackness beyond Julian’s green glow seemed to be even murkier.

“I smell ozone,” Mimic said. He clapped his fists together, activating the taser-gloves he had built himself; arcs of electricity crackled around his fingers. “Hellion, there’s definitely a--”

The darkness seemed to swirl around the enormous man. His voice trailed off as--somehow--the blackness coalesced into a hole that Mimic fell through. Then, it dissipated. Calvin was gone.

“You think you’re gonna get the jump on me?” Julian said as sand, rocks and small boulders swirled around him. “Try to get close, freak.”

He heard the soft crunching of footsteps as a small figure approached. Whoever it was, they were only a few feet tall.

“You think I won’t shred the skin from your body with these rocks just because I’ve got an X on my belt?” Julian said defiantly, despite the fact that he had been fully terrified since Calvin had disappeared.

“Leech is not afraid,” growled the little man. As he grew closer, Julian felt a massive migraine--suddenly, the telekinetically supported rocks crashed to the ground, as did he. He patted down his body quickly, feeling two arms and two legs; still, he felt like he’d just had something amputated.

He couldn’t sense anything outside his body. He strained to lift himself, to knock the little man--bald and green skinned, he realized as the little guy got closer, lit by a small torch in his hand--back against the wall, but he felt a cold spot in his head. His power wasn’t there anymore.

Julian grabbed a large rock and through it at the little green man. Shadows on the ceiling seemed to move, pouring down like liquid. When the rock collided with the shadow, it kept going, falling into an infinite blackness as the shadow pulled away.

“In case you’re wondering,” whispered an icy voice, “my name’s Abyss, and this here is my buddy Leech.” Two glowing blue eyes suddenly opened in the shadows as they formed the shape of a man--a man made of darkness. “And now you’re coming with us.” Julian turned to move but the shadows beneath him seemed to dissolve the floor. He tumbled into endless space, gazing up at the flickering light of Leech’s torch as the shadowy hole closed behind him.

*

Warpath threw up a beefy arm to stop Havok from proceeding further. “Cliff,” he said, nodding his head downward. Havok aimed his hand at the air in front of them and extended his natural glow in that direction, shining light on the sudden precipice and the fifty foot drop before them.

“Damn,” Havok said. “Good save. I was about to take three steps into that. How are we going to get down that way?”

Warpath did an effortless somersault, twisting in midair to face the cliff. As he fell, he unsheathed a blade and stabbed it into the rock. He hung there for a moment before stabbing the other blade lower. “Like this. They’re vibranium, if you’re wondering. Want to piggy-back down?”

Havok thought for a moment, then shrugged. “I guess. Whatever.” He hung from the edge of the cliff until his feet met Warpath’s thick shoulders. He took a moment to steady his footing before crouching down, threading his arms around the big mutant’s shoulders. Warpath continued to stab his way down the side of the cliff.

“Your whole body’s warm,” Warpath said as they reached the ground. “Like really warm. Like noon-at-the-beach sunlight. Are you always like that?”

Havok’s body tensed. “Been meaning to ask,” he grumbled, “and I guess being alone together in a dark hole is a good time to find out… you didn’t seem all that creeped out by Hellion’s dick-peeping.”

Proudstar tilted his head toward the ground, still struggling to follow the spotty trail before him. “That’s not a question.”

Havok shook his head. “Look, I wore the rainbow pin Karma gave me for about a whole month. And Northstar and I play pool together a lot, so it’s not like I’m a homophobe or anything, but…”

Warpath sighed. “It sounds like you’re asking which gender I like to fuck,” he said, clicking his tongue. “Which, I’m pretty sure, is none of your business unless I need to fuck somebody on a mission. And if that’s the case, you’re in lock, because I swing both ways.”

Havok scoffed. “So what, are you and Hellion fucking?”

“I met Julian two weeks ago when he showed up at the mansion, old-timer,” Warpath said. “He’s flirty as hell, and I’m cool with it. Not sure where it’s going to go. But a month ago, I got dumped by Domino, HARD, after a real mindfuck of a relationship. Before that, I was Rictor’s rebound--and as soon as Shatterstar was back in this dimension, I got kicked to the curb. Back in the Academy I was having casual shower-time with Beef and candlelit rose-petal sex with Tarot, and I watched them both get murdered. Pretty sure the cougar I hit up after I graduated was Mystique, too, so if I feel like getting a little cuddly with Hellion, it will be--by a longshot--the most normal fling I have ever had.” He snorted back some phlegm and hocked a loogie at Havok’s feet. “Not like I fucked a demon clone or anything.”

“Out of line,” Havok said, aiming a plasma-charged fist in Warpath’s direction. “Don’t forget, according to Mimic, I’m still 6% Apocalypse; just enough to think melting that smug mouth shut is a decent idea.”

Warpath snorted and looked behind him, ignoring Havok’s threat. “Something… in the air.”

Havok sniffed loudly. “Damn, I smell it too.”

Warpath licked his lips. “Shit,” he said, a sheen of sweat appearing across his face.

Havok shifted uncomfortably. He let out a low moan, reaching down to cup his own spandex-clad ass for a moment. “I feel… weird…” he said, his chest heaving as he started breathing heavily.

“Fuck, me too,” Warpath said, reaching down to his now-uncomfortable bulge. “Fuck, why did you get me talking about Julian like that?” He said, shifting his weight from one foot to the next. “It’s like… I can’t think of anything else… god, I haven’t been laid in a long fucking time…”

Havok coughed, his mouth suddenly dry. He licked his lips. “Fuck, to be honest… me neither. My dick didn’t even work for a little while after I got Apoc out of my system.”

“How’s it working now?” Warpath said. “Damn, why did I just ask you that?” He turned and looked down at the blonde man shivering in his skin-tight X-men uniform. “Fuck, man, why is it… all I can think about… is…”

Havok stared up at him, feeling an insane tickle in his ass. He wanted to rip off his uniform, but staring into Warpath’s heaving pecs, looking up at his broad, stubbled chin, into his deep black eyes, Havok felt like he was going to melt into the floor.

“That’s right,” hissed a voice from the darkness. “You know you want it…”

“Who’s there?” Warpath called out, but Havok grabbed his muscular arm.

“I know I should, but I don’t even care who it is,” Havok said.

“Me either,” Warpath said. “I think… someone’s doing something… to us…” His thick fingers moved down Havok’s arms, one sliding down his lower back, the other resting on his chiseled abdomen. Warpath could feel Havok’s ripped abs even through his uniform.

“I’d love to watch this play out,” the voice hissed, “but I was told to bring you in.”

Warpath and Havok’s lips were inches away as the two men suddenly collapsed to the ground, writing. A burly, shirtless man stepped, barefoot, out of the dark. He licked his cracked lips and blinked his only eye; the other was sealed shut, an x-shaped scar over it. His skin was a chalky yellow. “I’m Sensation,” he hissed, “and if it makes you feel better, my pheromones are making you want to hump like bunnies, just like they’re making you want to sleep right now.”

Warpath’s body twitched, his eyelids wiggling as he struggled to do anything against the creepy man approaching him.

“Mole, you ready to tunnel these guys home?” Sensation called out. The rock beneath their feet flowed like wax and the Sensation, along with the two unconscious X-men, sank into it. “Next stop, Masque’s inner sanctum. Oooh, goody, he’s gonna give me my other eye back when he sees how good I did!”

*

A fluourescent light buzzed and flickered in the cell Julian sat in. In the hour since he had appeared there, he had tried so hard to access his muted telekinetic powers that his nose had begun to bleed. He approached the metal bars and peered through them, struggling to see what lay at either end of the hallway just outside.

He jumped as he heard a rumble in the floor beneath him. Solid stone shifted and rippled and two masses suddenly burst out of it. Julian’s heart leapt when he saw X-men insignia on their belts. He recognized Warpath’s large stature and Havok’s energy-channeling costume immediately. He wasn’t sure if he was happy to see them or heartbroken that they were here.

“Fuck,” Warpath said as he tried to stand. His legs wobbled and he sank to the floor.

Havok heaved and convulsed, puking a tarry-substance on the floor.

“Jesus, what did they do to you guys?” Hellion said as he tried to steady Warpath’s shaky form.

“Hit us with some… mind control thing…” Havok moaned.

“Pheromones,” Warpath said as he rubbed his eyes. “Made us horny and sleepy… One of the Morlocks.”

“Who are definitely not dead,” Hellion said. “Wait, horny?” He glanced down at Havok.

“Where’s Mimic?” Havok said.

“No idea,” Hellion said. “You guys still have your powers?”

Havok held up a hand. He made a fist and gritted his teeth. “Dammit! No!”

Behind the three, a shadowy mass formed a pool in the floor, rising into the form of a human being. He looked like a hole in the air. He blinked his glowing two eyes and took a step forward. “Masque is ready for you now.” The shadowy man’s form lost cohesion, forming a swirling black hole.

“Who the fuck is Masque?” Hellion asked.

“Morlock,” Havok said. “He was the leader back when they all got slaughtered. Archangel cut his fucking head off.”

“Clearly he got better,” Hellion said.

Short, green-skinned Leech suddenly emerged from the black portal. “Masque grows impatient. Sent Leech to fetch you.”

The three X-men glanced at each other. Havok leapt to his feet and pushed past the little green Morlock, disappearing through the portal.

“I guess we’re going too,” Warpath said. Hellion stayed close to the big man’s heels as they headed into it.

The three appeared in a garbage strewn arena lit by a dozen torches lining the walls. On a pedestal in the center of the football field-sized room carved out of pure rock was a throne. A hooded man on the throne rose to his feet, throwing back his hood to reveal a chiseled face, icy blue eyes and a sinister smile.

“Welcome, X-men,” he said, hopping down from the altar. “I thought we’d be moving on from these old tunnels after collecting who we came for, and our bonus visitor, but…”

“The fuck are you?” Warpath barked.

“I’m Masque, of course,” he said, licking his lips. He threw back his cloak to reveal a broad-shouldered, muscular body. He smiled and crossed his arms.

“Last I saw, you were a lumpy troglodyte,” Havok snapped. “And, y’know, your head was rolling along the ground.”

“That form was merely my chrysalis,” Masque said. “The body you see now is what I’ve always been destined to become.” He stepped toward Havok, who took a swing at him. Masque dodged the punch, throwing his cloak over Havok’s face to blind him. “Sensation! Paralyze them!”

“Shit!” Warpath said, trying to move while he could, but a moment later he felt his muscles stiffening. His face contorted as he found himself trapped in place, solid as a statue, as did Hellion and Havok.

“So I came here to retrieve the man who did the most damage to my people,” Masque said, pulling his cloak away from Havok’s face. “I wanted a trophy--and a pet. But I lingered too long, and someone else came in here, threatening and growling, all that. So I added another pet to my collection.”

Havok, unable to turn his head away, continued to stare at the beautiful man. “Pretty sure we’re all putting together who you’re talking about,” he said.

“Of course you know I mean the vile Sabretooth and your blood-thirsty compatriot, Wolverine,” Masque said, darting his tongue at his paralyzed captives. “Would you like to see what I did with them?”

Masque snapped and a shadowy portal opened. Two hulking little men waddled out.

They were each barely 4 feet tall and nearly as wide, lumbered on limbs so bloated with muscle they were nearly useless. Each of them wore a spandex suit so tight it looked like they were each a flex or two away from naked.

The two herculean dwarves shuffled toward Masque, dropping down on all fours. They were bald, without even any eyebrows. The two hyperdeveloped little men wiggled their backsides and made barking noises. Masque reached down and they licked his hand.

“I can’t tell which is which,” Hellion said.

“That’s by design,” Masque said, crouching down. One of the muscled men leapt up at Masque, humping his face. “As you can see,” he said, rubbing the little man’s smooth groin, “I’ve had them both fixed.”

“So fucked up,” Havok said, still struggling against the pheromones locking him in place.

“So now, let’s see what we can do with the three of you, eh? I don’t need another pup…” Masque narrowed his eyes as he regarded each of his prisoners. “Ah, you, dark-skinned, muscular, well-endowed…” He reached out and grabbed Warpath’s big bulge. “I bet you get all your pleasure from your cock, eh? Look at that alpha attitude…”

He reached out and placed a hand on Warpath’s head, pressing down. The big mutant’s frame started to compress, his head sinking as Masque applied pressure. “Yes, that’s better. I’d rather have you looking up at me…”

“Fuck, no,” Warpath groaned as he felt himself squashed thicker and shorter.

“Don’t worry,” Masque added. “I won’t be making you a muscle pup like my two new toys. How about we give you a little alteration…” Masque placed a hand on Warpath’s chest. The big man suddenly shriveled, deflating like a popped balloon. Warpath’s eyes went wide as his muscles dwindled away. His spandex hung loosely on his scrawny new body. Masque then reached down and grabbed his big cock. The sinister man cackled as Warpath’s dick shrank away.

“No, fuck, my dick,” Warpath moaned as he felt his manhood get tinier and tinier.

“Don’t worry!” Masque said with a wink. “I’ll leave you a little nub--one that’s fantastically sensitive of course, with all of those nerves crammed into a smaller space…” Then he reached around and grabbed Warpath’s backside, giving it a squeeze. His buttocks inflated instantly, swelling out until it looked like he’d shoved basketballs into his uniform. Unable to adjust his stance to maintain balance, Warpath toppled backward, landing far sooner than he expected on his blown-up glutes.

“Next,” Masque said, turning to Hellion. He poked a finger into Hellion’s cheek and the young mutant moaned as it past through his facial flesh like it was water. “Oh, relax,” Masque taunted, wiggling his fingers, then bringing both hands up to grab the good-looking young man’s face. He squeezed and reshaped the visage like it was clay, finally grinning when Hellion blinked from a chimpanzee face.

“Whuh--da--fuh…” Hellion wide, squat face had solidified into its new shape. He couldn’t open his mouth enough to form words.

“I think it’ll be better if you just say, ‘Ook,’” Masque suggested. “But since I made your little friend here into a bottom…” He grabbed Hellion’s hand and lifted it, sliding his index finger into his mouth. After tasting it sensuously, Masque took a deep breath and blew into the finger.

Every muscle on Hellion’s tight physique blew out. Masque kept blowing until Hellion looked like a steroid addicted freak.

Hellion’s muscles weren’t the only things swelling. His cock had blown up too, now standing straight up in his tight spandex uniform, pulsing against the tight fabric. Masque grabbed the top of Hellion’s head and squashed him down as well until he and Warpath were the same size.

“Just so it’s not uncomfortable to kiss,” Masque taunted. “Sensation!” he called into the darkness. “Make these two fall in love with each other.”

The two newly reformed mutants gazed at each other, horrified, as a new smell filled the air. Suddenly they could move again, but they stumbled around, uncertain in their bodies. Hellion reached out with a musclebound arm and pulled Warpath’s big-bootied twink bodied toward him. Warpath buried a head in the chimp-faced freak’s flexing pecs, suddenly finding himsefl lapping at one of Hellion’s nipples through his spandex. Hellion groaned and squeezed his pecs so hard they trapped Warpath’s face in them. Then he flipped Warpath over and started dry-humping him as the two started groaning in unison.

Havok had his eyes shut. “You’re fucking sick,” he groaned, unable to listen to the sounds next to him.

“This is all too much, isn’t it?” Masque said. “Quiet down, blondie.” He ran his hands up and down Havok’s athletic physique, marveling at the sinews through the spandex costume he wore. “You know what your problem is? You’ve got too much to worry about. Let’s boil you down to your essence, shall we?”

Masque snapped his fingers and Havok yelped as, to him, Masque seemed to grow larger before him--as did the cavernous room and his two writhing teammates nearby. Havok’s voice grew higher and higher pitched as he shrunk away--but his eyes went wide as he realized the one part of his body that wasn’t shrinking was his cock!

“I see Sensation made you horny without even needing my command,” Masque said, massaging the rock-hard cock that was now a third the size of Havok’s entire body, then half. Havok found himself immobilized beneath his own balls as he shrank below a foot tall, then below six inches.

To the others in the room, he was just a writhing little mass lost in his emptied out costume. Masque watched as the writhing lump attached to the throbbing clog shrank away, as did the volume of Havok’s cries, until, with a pop, the struggles stopped. Masque reached into the costume and pulled out Havok’s dick. The rest of him had vanished.

“That’s much better,” Masque said, licking the underside of the twitching cock. “Good god, you smell manly. But I loved the spandex look on you. We’ll have to make you a new costume that fits you.” The disembodied cock flexed and wriggled, as if Havok was still conscious in there, barely able to move. “Listen closely, Havok,” Masque whispered into the warm, musky balls. “Wait until the first time you get worked into a frenzy, hot cum bubbling up your throat. Once you’ve felt the mindblowing pleasure of firing a load from your little cock-body, a little piece of you will be gone. And you’ll become more and more cock every time you cum…” He tossed the cock to Warpath, who slurped and sucked while Hellion ground his spandex-clad mega-cock against Warpath’s inflated backside.

“Now, I believe it’s time to go,” Masque said. “Abyss really is quite fantastic. He’ll pull us all into him and transport us to our new home.” He reached down and patted the bald heads of his little puppified muscular pet--he couldn’t tell anymore which one was which either, anymore. “You know, there’s a fully-functioning space station in orbit around Earth that nobody was even using? I guess it’s called Asteroid M, but the M stands for Morlocks now. It’s where we live. Everyone ready to go?”

An explosion shattered the eerie silence of the arena. Masque was suddenly airborne, spinning head over heals before he struck the ground hard. He groaned. He had broken a rib. His face was bleeding. He reached up and grabbed the flap of skin that had peeled away from his chin. Suddenly it reattached. He smoothed over his face and felt the wounds entirely heeled. Then he reached down to his rib, plunging his hand through solid flesh effortlessly. The snapped bone fused together. He rose to his feet, fully repaired.

“Nice trick, teleporting me a few miles into the air and letting me fall like that,” said a gruff voice. Mimic stood there, as big as the Hulk, his bulging musclefreak body swelling larger as he absorbed the residual kinetic force of the hole he had blown into the ceiling of the arena. To one arm he had a heavy-artillery cannon, still smoldering from the rock-shattering blast that had made Mimic’s entrance. On the other was yet another version of the radar device he had built before, further enhanced and adapted yet again.

“I knew you were going to be trouble,” Masque said as he looked around. His two little muscledwarf pups were safe, huddled behind Masque’s overturned throne. Warpath’s massive behind seemed to have cushioned him from falling rubble, while Hellion’s newly-dense body easily withstood the blast. Havok, having been safely tucked inside Warpath’s throat at the time, fared just as well.

“Apparently you forgot that the harder you hit me, the bigger I get,” Mimic said. The room shook with every massive footfall of the gigantic man. “I actually had to expel some mass before I came down here. Wouldn’t want to get stuck in these tunnels.”

Mimic’s musculature was cartoonish at this point. He looked like he could dwarf the Hulk! Masque wasn’t nearly close enough to use his powers.

But Abyss was; the shadows swirled around Mimic’s huge feet, solidifying into a portal. “This time I’ll send you into the depths of space!” Abyss wheezed.

Mimic’s body lit up with green energy. The goliath levitated from the ground as the air around him crackled. “I’m guessing a massive magnetic disruption might prevent you from opening a portal,” he boomed. Abyss shrieked, clearly feeling severe pain as Mimic flexed his torso, simultaneously letting out an EMP that caused Abyss to totally discorporate. “In case you’re wondering, he’s not dead,” Mimic said as he started to float toward Masque. “But it will take him a really long time to pull himself back together.”

“Let’s see how tough you are when that oversized heart stops beating!” Sensation shrieked from the darkness.

Mimic smirked. “Pheromones, eh? With my heightened senses I’d normally be extra susceptible to them... “ Sensation shrieked, clasping his hands over his head before he collapsed to the ground. “Too bad for you, I mimicked your powers before I blasted my way in here. You wouldn’t think a guy my size would be this stealthy, eh?”

Mimic landed on the ground again with an earth-shattering bang. Masque yelped and backed away. “Mole!” he shrieked. “Mole, tunnel me out of here!”

“Was Mole the guy who could move rock?” Mimic said, his massive fists on his hips as he stared over his protruding pec shelf at the comparatively insignificant man scrambling through the rubble to get away. “I had a chat with him about a hundred feet up from here. Turns out he’s tired of your abuse and terrified of you. He’s defected. He’ll be wearing an X on his belt by the end of the day.”

Mimic tossed the massive cannon down. It sparked as it bounced across the stone floor. “Don’t worry, guys,” he said to his teammates, who, despite the fracas, were still ravishing each others body, slaves to their carnal desires despite themselves. “I’ll have Masque’s power copied in about thirty seconds. So it won’t matter if I splatter him across the pavement.”

“You’re an X-man!” Masque shrieked. “I know your code! You don’t kill.”

Mimic sneered, flexing his titanic torso. “See, a long time ago I mimicked a feral little beast we called Wild Child. Bloodthirsty guy when he was off his chain. From time to time it comes out in me.”

Mimic coiled back, his huge fist ready to pound Masque into paste, when he suddenly froze. His face fell, his eyes darting around in confusion. “What--the… fuck…”

In a blink Mimic’s massive physique vanished. Suddenly he was an average-sized bearded man swimming in a spandex suit far too big for him. The wrist-bound radar device clattered to the ground, far too big for Calvin’s average sized arm.

Leech stepped forth from the darkness, a solemn look on his face.

“Ah, the unforgiving effect of Leech’s abilities,” Masque said with a grin. “You know, when I first met him, he couldn’t control him. All mutants in close proximity were stripped of their gifts. Now he can turn mutants’ powers on and off like a lightswitch.”

Mimic backed away, his feet getting caught up in the excess spandex pooling around him.

“Now, come here, little piggy,” Masque said as Mimic crashed to the ground. With a snatch of his fingers Calvin’s nose became a snout. He ran his fingers through Calvin’s mouth, leaving protruding tusks. He ran his fingers down Calvin’s throat and suddenly the man could only grunt and squeal. Calvin raised his hands to push Masque away, but after the Morlock leader grabbed them, they became hooves.

Calvin stood, grunting and squealing, as Masque yanked a corkscrew tail from Calvin’s ass. He grabbed the snorting X-man’s hips and they rotated, dropping him down on all fours like a beast. “Much better,” Masque said. “Just what my little farm needed was a filthy little pig.”