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Chapter 03: Becoming Power Girl

Written by willow :: [Saturday, 21 January 2017 23:59] Last updated by :: [Monday, 10 April 2017 14:08]

Becoming Power Girl

I followed Superman as he flew north. I knew that we could fly faster, but Superman appeared to be keeping the pace to a level that would not destroy my normal clothes. However, flying around in a sports bra and yoga pants left little to the imagination. I could feel the air around me getting colder the further we travelled, but continued to feel no negative effects. I did not shiver or want for any protection. It was as if my body was merely telling me that it was cold outside rather than showing actual discomfort.

After what felt like several hours of flight, we began to descent towards a mountain of ice and snow. Cold climate and tundra had given way to what looked like endless sheets of ice that went on forever. We had to be somewhere in the Arctic, although I was not entirely sure on the exact location. I might have super senses and decent sense of direction, but that did not mean that I had a Google Map inside my head. Superman and I landed on the ice sheet beside what appeared to be a cliff facing of solid ice.

“Before we go any further, I want to set some ground rules.” Superman turned towards me.

“I already agreed to help you.”

“I understand, and am thankful for that. However, only a handful of people know what I am about to show you. I would like to keep it that way both while and after we are done working together.”

I put my hands on my hips, and rolled my eyes at him. “Boys and their secrets. Ok, let’s hear your rules.”

“First, you will not mention this place to anyone. Family, friends, Mike, or so forth. For the past few months, this place has been my refuge from the prying eyes of Superior Girl. We can’t chance her finding it.”

I smirked at the thought that ran through my head, “The first rule of Fight Club is that you don’t talk about Fight Club.”

A small smile formed on Superman’s face, “Second, I keep a lot of dangerous artifacts stored here far away from the public and anyone who might be interested in re-claiming them. Please do not touch anything without asking me about it first. Many of these things are simply dormant rather than completely disabled.”

“No touching, got it.”

“Finally, if you are going to help me, we need to set you up with a super hero identity. Flying around as Michelle Wallace will only endanger Mike and rest of your family. We also need to craft you a super suit like what I wear. I took it slow coming here, but normal clothing won’t survive any fight with another super-powered being.”

“How about Supe …”

“No!” Superman cut me off fast with a harsh tone that I never would associate with him. He clearly did not like where I was going. I also saw that Supergirl was still very much an open wound on him. “No, that name or one like it won’t be taken by anyone. Nor her old uniform.”

I put up my hands quickly as a gesture of peace, “Ok, ok. It was just a suggestion.”

That calmed Superman a bit, “It’s ok. Let’s talk more inside.”

Superman turned towards the cliff. A quick punch with his fist caused the entire mountain to shake, but also loosened a sheet of ice that had been hiding a metal door from view. The ice crumbled like shattered glass at Superman’s punch, but did nothing to the metal door underneath. A large hole also appeared in the middle of the door that was not there before. Superman kneeled down into the snow, and brushed some aside to reveal a large metal key. Using both hands, Superman picked up the key and placed it inside the hole. A few twists caused the sound of unlocking latches, and a rumbling sound as the door began to slowly move. Superman removed the key, and placed it back on the ground with a large thud.

I looked down at the key, and gave it a tap with my bare toes. The metal on the key was more solid than anything I had ever felt before. The key was also extremely heavy even to me. I understood why Superman had to use both hands to lift it. I also suspected that I would probably need both hands to do so too. However, it was clear that the only people capable of using that key was Superman, Superior Girl, and myself. I look up from the key to peer inside what appeared to be vast, well-lit cavern made of ice. Superman gestured for me to enter.

“Welcome to the Fortress of Solitude!”


The Fortress of Solitude was an amazing sight to behold. It appeared to have been carved out of the surrounding ice, but the walls were completely smooth. I also felt not a single bit of chill inside. The place was well-heated but did not threaten the ice crystals that formed its walls. The rest of the inside was just as amazing. Superman had a sitting area with couches, chairs, and tables in the center of the large room. Surrounding that area were trophies and mementoes from famous battles that Superman had fought in. Things that I had only seen in the newspapers or television were standing right in front of my eyes. Technological marvels. Monsters frozen like statues. Old robots and power armor. It was the wet dream of any fan of Superman to see. Over to the side wall was a large computer with multiple monitors. Each monitor appeared to running different programs, or replying videos on a loop with various statistical information scrolling on the side. On the far way, several doorways led into corridors to parts unknown in the building.

I only had one thing to say, “Wow!”

Superman was clearly amused at my awe. “Why, thank you.” Superman started to walk more into the building while he continued to talk. “I build this place years ago when I was first starting out as Superman. It was built using Kryptonian technology, and has been a refuge where I can perform research and store dangerous artifacts recovered from criminals.”

“This is just absolutely amazing!”

Superman sat down and began working on the computer. He moved at superhuman speed on the keyboard, which appeared to be able to keep up with his movements just like it was some regular human typing away. The screens changed rapidly as he worked.

“Feel free to look around for a bit. I need to update the computer with your information, prepare some costume ideas, and lay out some areas for us to start. If you go down the hallway, you will find a kitchen area that you can get some coffee, water, or whatever else you would like.”

As Superman worked away, I took a moment to get a closer look at the various trophies in the room. It was like get allowed to wander the White House or Smithsonian free of other tourists with free reign to get as close as you would like. Superman had even formed various plaques on the artifacts to provide names, dates, and what each did. I felt like I was walking through a museum dedicated to weapons of mass destruction, but all the weapons were still perfectly functional with a flick of a switch. One wrong step and it’s a nuclear crater where I was standing.

I left the artifact gazing, and walked down the hallways to further explore Superman’s so-called Fortress of Solitude, so like a man to name it like that. Could be worse. Could have been Superman’s Castle of Manhood with a sign on the outside saying “No Girls Allowed!” No matter where they are from boys will be boys and boys with toys.

The rest of the place was fairly standard. A few bedrooms of varying size and style. Bathrooms, kitchen, dining room, etc. The place could clearly hold a small gathering of people, and the kitchen was stocked with enough food for someone to survive months without ever venturing outside. Looking at the food, I realized that I had not eaten in hours, actually over a day. Yet I did not feel any hunger pangs or thirst from my lack of sustenance. I took a few cookies from the kitchen to munch on, and made myself a large cup of coffee as well. After drinking down all of the coffee, I noticed a steel fork sitting on the counter.

I had an amusing idea. I looked around to make sure Superman was not watching, but saw that he was busy working away at the computer. Whatever made the Fortress of Solitude did not make it stop my x-ray vision from working. I turned back to the fork and picked it up. I felt cool in my hands, and was made of a solid Earth metal. Just like any fork that you would not find in any kitchen across America. I took the pointy end of the fork, and gingerly place it in my mouth. I brought my jaw together, and was amused at the feeling of the steel twisting between my teeth. A second later, the edge of the fork snapped off as I bit through the metal like biting into a beef meatball. I shoved more of the fork inside my mouth, and began chewing it like some piece of normal food.

The fork snapped into multiple pieces and rolled around my mouth like some small snack. Using my tongue, I mashed the metal against my mouth and teeth. The metal proved no match against my super jaw bones and invulnerable teeth, and quickly melded to my desire. After a minute of chewing, I swallowed the metal remains and felt them travel down my throat. The taste was much to be desired, but it otherwise had no ill effects. I laughed at the idea that I just chewed up and ate a metal fork. These super powers would never get old or boring. I returned to the main area to see how things were progressing with Superman.

“Please don’t eat any more silverware,” Superman said flatly without turning away from his work.


An hour later, I had seen everything that there was to seen in the Fortress of Solitude that I appeared to have access to. I did find some doors that were closed and locked, but thought better of trying to rip them open. I lay across on the couch in the main area, and used the remote to browse through the channels on the large screen television that was set in the area. Not much was going on in the news. No one had claimed responsibility for the attack, and the police were still investigating the incident. As far as the world appeared to be concerned, I was dead. That thought made my stomach churn at what Mike was thinking back home. I had to get back to him soon, and let him know what happened.

Superman finally stopped working on his computer, and walked over to the living area that I was lounging in. He sat down on chair next to the couch so he could face me. As he sat down, he exhaled like he was exhausted from a hard day’s work.

“I apologize for not being a better host, but I needed to get several calculations done by the computer before we could begin.” Superman seemed sincere in his apology. It felt good for him to start with that considering my situation. “Anyway, I have put together a rudimentary plan and also had the computer mock up some designs for a costume. Each of these should keep your identity concealed enough that no one will suspect who you really are.”

I almost laughed at the idea, “But I am some tall girl with super powers just like you and Superior Girl. How could they not figure it out in two minutes?”

“You would be surprised how often people overlook the obvious. I have maintained a secret identity for years in a major news organization, and no one has yet put two and two together that Superman always appears immediately after I disappear. People see what they want to see.”

“Huh, ok.”

“Besides, for this plan to work, we need to operate a bit in the shadows for a while. Simply flying into LexCorp’s main offices and punching Superior Girl until she is unconscious would only end up destroying much of Metropolis and killing thousands of innocents. I can’t risk all those lives to stop one person who isn’t putting those people in immediate danger.”

I laughed at the idea of who Superman was during his ‘day job.’ “So, who is the great Superman when he isn’t wearing the cape?”

Superman laughed a bit, but was clearly nervous. “Well, if we are going to be working together, you probably need to know.” Superman actually used air quotes next. “In my ‘day job,’ I am mild-mannered reporter Clark Kent of the Daily Planet.”

The idea of Superman being Clark Kent threw me off for a second. “Wait, really?” I looked more closely at Superman and something just suddenly clicked. It was like a lightbulb had gone off in a dark room, and I could perfectly see what had been right in front of me. “Oh, my God, I am such an idiot.”

Superman gave a hearty laugh, “You and six billion other people. Don’t think about it. I was Clark Kent long before I was Superman, and have spent years carefully crafting my two personas. My clothes are slightly out of fashion and baggier than they need to be to hide my figure. The glasses, hair, and meek somewhat cowardly persona all help throw people off.”

“No one has ever suspected?”

“Some people have gotten close at times due to a few slips here and there or just excellent detective work. However, I have always been able to convince them otherwise. I might not have totally convinced them, but I put enough doubt to put the idea of Clark Kent being Superman on the same level as aliens built the pyramids if they pressed the matter.”

“But you are always writing about Superman and other heroes?”

“I fought hard for that assignment. It keeps me close to my more public identity, and also allows me ample time to disappear on research assignments. Interviewing Superman’s villains, witness to recent events, or doing background research on any number of Superman-related topics. I keep nearly a dozen articles written in the computer that I can use to maintain my cover as a reporter.”

“So, who are you really then?”

“I have always been Clark Kent. It is the name that my adoptive parents gave me as a child. I hide behind the façade of being a meek and bit cowardly reporter to protect my friends and family. I use the persona of Superman to help people and give my enemies a target to shoot at.”

“Because if people knew Superman was Clark Kent.”

“Then anyone that I considered family or friends would be in danger. Even people that weren’t my friends, but whom people thought were.”

The following thought made me sad, “Just like Mike.”

Superman exhaled and agreed, “Yes, just like Mike. I have told some people that I trust, but by telling them I also put them in danger.”

“So, I should not tell Mike about all of this.”

Superman’s eyes gave a quick up and down look towards me. He had a bit of a wry smile, “Well, I think it will be hard for Mike to miss the changes.”

The joke broke the tension that had been building from the topic. I looked down at my chest and laughed. I playfully lifted my now much larger boobs higher on my chest. “Yes, most men would have a hard time ignoring these.”

Superman laughed at my response as he relaxed more in his chair, “I am afraid so. However, I think you might already know that all of your body is super-powered. Regardless what you do or do not tell Mike, you also need to be aware that intimacy with a normal human can easily be fatal for them if you are not extremely careful.”

“You mean …”

“Most humans can’t toss a tank into orbit, or survive being smashed into a brick wall. If you are not careful, you can do more than just destroy your bed.”

I exhaled at the idea. Having superpowers was a huge turn-on, especially when showing them off. However, if the forest was any indication, Superman was right that I had to be careful. I was still unsure on what to do with Mike. Part of me wanted to fly back to Boston and give him the surprise of his life. The more cautious part of me wanted to stay away until I was absolutely sure that I could keep him safe. Superman clearly felt the tension building back into the conversation. He stood up and offered me his hand. “We can talk more on that later. Ready to decide on your outfit?”

I let Superman pull me off the couch. He must have used a little bit more strength than he anticipated as I practically came flying into him. My body slammed into him like hitting a brick wall made of pure muscle. Of course, I suspect that my own body felt the same against him as a well. The only different being two very large and firm breasts pressing into his chest. I laid my hand on his chest to steady myself, and felt his super strong muscles working underneath the costume. For a brief moment, my hand roamed over his strong chest as I felt his body. My breasts were firmly pressed into Superman. It felt really good to feel something so strong and solid under my super grip.

“Ahem.” Superman cleared his throat, which brought me out of my reverie.

“What? Oh, yes. Ah, sorry.” I felt a bit embarrassed by my actions, but also secretly liked how his body felt against mine. Since my transformation, he was the first thing to truly offer any kind of resistance. I stepped away from Superman to give us more personal space.

Superman also clearly embarrassed by the event, “Oh, no. Ah, don’t worry about it.” He then turned and started walking towards the corridors at the end of the room. “If you follow me, the Fortress should have fabricated some of the clothing options that I put together. I have a fitting room that we can use to try them on.”


The fitting room that Superman described looked a lot like the rest of the Fortress. Solid white walls, some chairs and other furniture dotted the room. Full length mirrors and side areas for changing. As we walked into the room, Superman went over to the computer sitting on a table off to the side.

“I put together a few design ideas for you to try out. The computer will display in the mirror how you should look in them. If you like it, there is a changing room that you can use to actually try on a mock-up version of the suit.”

I stepped up to the three-sided mirrors and stood on a small platform. “How will the suit stand up to my new powers?”

“The suit will be made of the same material that mine is made out of. Bullets won’t penetrate it, and it won’t burn off during a high-speed flight. You can also use parts of the suit to shield people who are in danger. It is one of the reasons why I have a large cape.”

“If this material is so strong, why don’t you give it to the police?”

“Too easy to fall into the wrong hands for one. Too many people I fight often are using equipment made by others with good intentions. Also, not enough material for mass production. I can create a handful of suits, but replicating them on a large scale is near impossible.” Superman responded without even looking up. “Ok, first idea is coming up.”

The mirror shifted from showing me standing in my yoga pants and sports bra to wearing a blue skirt and white top. While I enjoyed my sexy abs showing, the white gloves were a bit much. While it had its good points, the costume would look outrageous on me. My boobs alone would cause that top to leave the bottoms of my breasts exposed.

“Ah, no.”

The next costume appeared as the window shifted again. This one had the red and blue of Superman’s costume, but it was lighter in tone. Red boots up to my thighs, a shift pleated skirt, and bustier top with a red sash running across my stomach. I also had a short red cape flowing behind me. It was an interesting choice, and felt like something a hero from the 30s would be wearing while fighting moonshine bootleggers and Chicago Mafioso. I did like how the bustier exemplified my cleavage.

“Hmmm, maybe. Let’s see the next one.”

The third image looked like I was wearing a colored burqa that women in Afghanistan were forced to wear by the Taliban. All of my body was covered including my face with a costume using the same colors as Superman. No need to think about this one.

“Are you serious?”

“Well, it does hide your identity.”

“Not on your life. Next.”

The image shifted again to show the fourth costume. I immediately knew that it was the one that I wanted. It covered enough that I did not feel like I was flying around naked, but kept the most important parts uncovered.

“Stop! That one!”

Before Superman could even respond, I raced into the changing room at super speed. Within a second, I was back in front of the mirrors wearing the newly made costume. I stood in front of the mirror, and made several power poses while I examined the costume. It was a white leotard that left my legs bare, but covered my arms. A smaller red belt went around my waist. I also had a nice pair of blue boots that covered my calves, but showed off my muscles well. In fact, the sleeves also were so tight that my muscles where clearly visible against them.

I flexed my arm, and watched my biceps expand greatly. The material stretched with my growing muscles, but did not actually tear through the material. However, the best part of the costume was where the Superman logo would normally go. Instead of a logo, there was a hole showing my amazing cleavage. My breasts were perfectly snug inside the suit, and looked incredible through its not-so-little boob window. I twirled around a bit to watch the red cape flutter around me as well. The cape itself was attached to a gold disc attached to my left shoulder. The disk also had a golden rope running over the top of my chest and under my right arm, but it seemed to be completely decorative.

“It’s perfect.” I turned to Superman and flexed as hard as I could with my arms. For a brief second, I also caught Superman looking unsure of what to say and swallowing hard. Had he been checking out my ass while I looked at the costume? “Ah, that’s great! Sorry about the colors on the other suits, the system made them thinking they were for … ah … well … Supergirl.” Superman got a bit despondent at the mention of her name.

I stepped down from the platform and placed a hand on his shoulder. “It’s alright. I understand.” Superman seemed to cheer up a bit from my words, or possibly just got better composure of himself. I was not entirely sure.

“Come on. Now that you have that suit, let’s test it out in my training room. We also need to test your powers, and see just how powerful you really are.”


The training room looked more like an oversized gym with enormous weights and machines to operate them. It would not seem out of place in any gym across America provided gyms often kept weights measured in tonnage rather than pounds. Superman and I walked into the room. I followed him over to a large, industrial-strength treadmill machine. The machine looked like it had been ripped off a tank.

“Alright, let’s start with your super speed. You clearly have some of it, but let’s see how fast you can go.”

Superman operated the controls as I stepped onto the treadmill. I started running at a brisk pace while Superman upped the speed. As the treadmill began moving faster, I continued to match the speed of it. The treadmill reached 50 miles per hour and kept on climbing. Superman kept increasing the speed.

Soon the treadmill was moving at 150 miles per hour. My legs were becoming just a blur of motion as I ran on the device. The engine on the treadmill continue to grind out more power. I continued to match every ounce of juice that was poured into it. The treadmill clocked at 300 miles per hour, then 500 miles per hour, and finally maxed out at 600 miles per hour. My legs were just one giant blur while my breathing continued to remain steady as if I was running a jog.

Superman let the treadmill run for another 20 minutes as I continued to run. It was good exercise even if I did not build up any sweat. However, the idea that I was running at 600 miles per hour was amazing to me. I truly was Super! I loved these new powers! However, the best part was that I knew that I could go faster. The feeling in my legs told me this was probably about half as fast that I could run before truly reaching my limit.

Finally, Superman began to ease down on the speed. He had been watching me the entire time, but I found it hard to read his expression. He was clearing judging my performance and comparing me to something. Was I doing better or worse than him or Supergirl? I had no idea. Superman just gave me a task, and I accomplished it. Eventually, the treadmill came to a complete stop. Superman was right about the suit. Neither it nor the boots had a scratch on them despite my superhuman exertion.

“Well, super speed is easily on par with my own.” Superman said with an expression clearly showing that he was impressed. “Let’s move on the test your strength.”

We moved from the treadmill over to weight machines. They were absolutely massive with the largest weights that I could imagine. I sat down on the bench so that I was sitting up and facing Superman. Superman walked over to the side of the machine, and made some adjustments behind me. He quickly returned to stand in front of me to watch.

“Since your speed seems to be on par with my own, I set the machine to the starting weight setting that I use. Let’s start with 200 metric tons, and go up or down based on how you do with a few test reps. The machine has a gravity setting so I can increase the weight remotely.”

“Alright, here goes.”

I grabbed hold of the weight handles to begin pumping out some reps. Strangely, my new superhuman body did not feel the need for any pre-workout stretch or warm-up. It was as if my body was ready to go at a moment’s notice. My hands wrapped around the handles and pulled down. The weights felt solid and heavy to me as if I was about to get a good workout.


The weights lifted up off the ground as my super muscles went into work. I started to do my normal routine like I was at the gym. Remembering to breath properly, I pulled down to lift the weights up and then slowly lowered them back down almost touching the ground. Repeat. The weights moved in slow and methodical motion as I worked my arms through the routine.

After 20 reps through the weights, I could start to feel some sweat beginning to form on my brow. Superman stood in front of me as he stared at my work. His analytical brain working in overtime as I did what only he and Superior Girl could do. The reps continue to get cranked out. The weights felt heavy in my hands, but I did not feel any strain in my muscles yet. Nothing that would tell me that I need to stop or was going to run out of juice any time soon.

Superman picked up a control pad that was next to the weight system. He made some adjustments on the device. My sensitive hearing picked up a whine coming from each of the massive weights. I could feel them slowly getting heavier. I kept pumping out reps, letting my muscles do the work. Before long, I could feel my muscles beginning to strain under the weight. Sweat was dripping down my face. I reached 120 reps with these massive super weights. I felt my breathing starting to get heavy. I gritted my teeth as I tried to pump out more and more reps. I needed to find my limit. How far could I push this new super body of mine.

Mmmmph! Up the weights went. Exhale as the weights fall back down. Hurrrr! Up the weights went again. Exhale as they fall once more.

“How … much … is … this?” I was able to get out as I pushed myself for more reps.

“You are lifting a little about 400 metric kilo-tons right now.”

The idea of 400 kilo-tons in my hands made me smile as I pushed out another rep. It also began to turn me on. I loved the near limitless strength that I possessed. I could not think of anything that weighed more than that. And those that did would be near impossible to pick up with just two human-sized hands. My chest felt like it would explode out of my suit as it pushed the costume to the breaking limits.

After reaching 150 reps, I had to put the weights down. I lowered them to the ground, and let go of the handles. I was breathing heavily as my chest rose and fell with each breath. I also felt hornier than I had ever been. 400 kilo-tons!!!!! For the first time since I started the workout, I looked over at Superman and really saw him since I started my workout. He was breathing heavy too, but not from exercise. I also noticed a rather large bulge around his crotch.

Without thinking, I used my x-ray vision on that area. The clothes around Superman’s waist melted away through my vision to reveal a very large and hard penis hiding underneath. It was impossible to deny how turned on my workout routine had made him. I got a wicked smile on my face as I looked back up to him.

“You know, I never understood how using these powers like this was such a turn-on.” Superman swallowed hard. “For both of us.”

“Ah … I …”

As Superman tried to find an excuse to leave, I took action to make sure that did not happen. I needed someone inside of me. I had never felt so turned on before in my life. My hands came up to my boob window, and I pulled it open. Using my other hand, I pulled out my amazing breasts so they stood bare for Superman to see. The boob window collapsed back and cupped them, pushing my breasts together slightly, and forming a deep amount of cleavage.

I looked Superman directly in the eyes and said in my most sultry voice, “Come here.”

“Yes.” Superman stepped forward almost in a trance to stand directly in front of me. My naked breasts were level with his waist. I took hold of the bottom of his costume, and pulled downwards to reveal Superman’s enormous cock standing straight at attention to me. My hands wrapped around it as I bent over and took an experimental lick with my tongue. I felt his entire body shudder as pleasure rolled over him. I held his manhood tightly in my hands.

“Do you want to feel my super titties crush your little manhood?”

Superman seemed to be on the verge of cumming right then and there. “Oh, God! Yes.”

I pulled Superman forward slightly, and placed his cock in between my exposed breasts. I then took my hands, and placed them on the sides of my breasts. Using my enormous strength, I pushed my super-powered tits together and enveloped his penis. Despite its large size, it practically disappeared into my cleavage. Superman’s feet left the ground as he floated slightly into the air. He then grabbed the weight handle bars, and started pushing himself up against me.

I rubbed my breasts together as the tip of his cock poked in and out between my breasts. I leaned over and gave his tip a tickle with my tongue as it came out. I looked up at Superman, and loved the pure sexual need on his face. It was pretty clear that he was not kidding when he said being with a normal human was near impossible.

“That’s right. Fuck those super titties! Faster!” I playfully said to him. I loved how Superman seemed totally submissive to my will. At my command, Superman began moving faster and faster using his own super speed. The friction between my breasts only heated them up further, and turned me on even more. Invulnerability apparently meant never needing lotion again for this kind of titty fucking.

Just like on the treadmill, Superman’s crotch was mostly a blur to the outside world. However, I could use my own super speed to slow things down. It was like watching a hummingbird flap its wings in slow motion.

Superman cried out, “Ah! Please … mistress!”

I laughed at the title, “Who is your super-mistress?”

“You are.”

There was something to be said about having this kind of power over a man, especially Superman. “Damn right. Now, your mistress commands you to finish on my tits.”

As if on command, Superman could not hold it in any longer. He cried out in an almost animalistic hunger, and cummed all over my exposed breasts. Normally, I did not go for that kind of thing, but something about my mood and sexual dominance of Superman took over. I loved the feeling of Superman’s hot cum on my breasts. I took a finger, wiped some up, and sucked it down. It was delicious.

Superman’s face was pure ecstasy. It was if three decades of pent-up sexual frustration had been released in one giant orgasm. I floated up to look Superman in his half-closed eyes. “Where is your bedroom?” I said to him. We quickly floated off down the hallway towards what could only be called the master bedroom. Seconds later, both of our clothes were off and lying on the floor. I wrapped my arms around Superman as my cum-stained breasts rubbed against his bare chest. We both floated down to the bed as we kissed and made out.

The next few hours can only be described as magical. Superman had the stamina of a teenager who just learned about sex, and had quite the imagination on how to use those super-powers of his for pleasure. I am not sure if I was the first to actually pop his cherry, but I taught him quite a lot throughout the rest of the night. While we floated together above the bed, I sucked down Superman’s cock while Superman explored my pussy with his super-strong tongue until I came myself. Afterwards, I pushed Superman down to the bed itself, and rode him like a cowgirl riding a prize bull. His member drove deep inside of me. It was only by holding onto his legs with my incredible strength that I was not blown off him when he came inside of me as I came myself.


The next morning found both of us still in bed in the master bedroom that we retired to last night. The bed had amazingly enough survived our all-night lovemaking to my surprise. Superman laid on his back and was looking up at the ceiling. He seemed to have a pensive look upon his face. I laid next to him, and kept tracing my fingers across his abs of streel. Neither of us had any clothing left on us, and were both covered in various juices and sweat. It takes a lot to build up a sweat with a Kryptonian, but we earned that goal throughout the night.

“What are you thinking?” I asked Superman as he stared at the ceiling.

“I am sorry, but I feel I took advantage of you last night.”

I could not but help to laugh at that idea. I took his cheek in my hand, and turned his head to face me. “That is rich. Listen, Clark. What happened last night was completely consensual between both of us.”

My little comment did not seem to help him much. “Michelle, just like you, I am with someone too.”

That comment caught me a bit off guard considering what he had told me about intimacy with normal humans.

“A normal human?” I asked inquisitively.

“Yes. She is a reporter at the Daily Planet named Lois Lane.”

“Does she know that you are Superman? I thought you said that intimacy with a normal human was …” I was getting curious about this relationship.

Superman sat up a bit, and propped himself up against a pillow. I could not help but admire his strong pecs. “You have to be careful, and I have spent decades growing up with these powers. We have never been as sexually active as you and I were last night. Finishing inside of Lois would have horrific consequences.”

“I know. I was almost blown off you last night when you finished inside of me.” I slid out of the covers, and straddled Superman. I rubbed my hands over his chest, and felt his muscles tensing as I did so. I could also feel his cock moving below my nether regions. It would not take much coaxing to get him going again. A benefit of having superhuman stamina for both of us.

“Look, Clark. I am still with Mike, and I enjoyed last night just as much as you did. Don’t think of it as cheating. We are just two super-powered beings trying to relieve some stress in ways that our normal partners cannot provide.” As I talked I began moving my hips back and forth over Superman’s waist, I could feel his cock starting to harden as it rubbed against my wet pussy.

“Besides, look at these massive guns.” I pulled up my arms and flexed as hard as I could. My muscles bulged out and expanded under Superman’s watchful gaze. “I saw how turned on you were when they lifted those 400 kilo-tons.” I increased the tempo of my rhythms as Superman’s cock got even harder. As my body stayed straight up, I moved my hips back and forth as my wet pussy slid up and down his member.

I stopped flexing and began to massage my breasts as Superman watched. “Just think about how much you loved the feeling of my strong and invulnerable super titties crushing your penis last night.” His own breathing was starting to speed up as lust began to take over. Superman’s cock was as hard as ever between my legs. I lifted myself up slightly, and reached down to help guide it inside of me. Superman had no trouble penetrating my nether regions.

“Just think about what we can do with Lois once this is over. Superior Girl’s powers have to go somewhere. If Superior Girl stole them from Supergirl, then maybe we can find a way to transfer them over to her. Would you like that?” I spoke softly and sultrily while I slowly raised myself up and down on Superman’s incredible cock. Superman reached up to grab and squeeze my breasts. Using his super strength, they compressed easily enough as he brought himself close to my diamond hard nipples.

“Yes, I would.” Superman said rather breathlessly and almost in a daze. He took one of my nipples in mouth, and began to suck on it with all of his might. The sensation drove me wild with pleasure as I though how many pounds or possibly tons of pressure was being applied. I reached one hand behind Superman’s head to keep him there, and run my fingers through his sweaty hair. My other hand came up to my other nipple, and began pinching it with all of my might.

“Ooooh, God! Yes. Keep sucking.”

I began moving up and down faster on Superman’s cock. Unable to control my passion, I let go of my nipple and Superman’s head, and placed them on the tops of his shoulders. I began using my flight powers to raise myself up and then slam down on Superman’s cock as hard as possible.

“AH! YES!” I cried out as each slam brought more waves of pleasure through my body. I increased the tempo of my motion. Superman let go of my own nipple, and placed his own hands around my waist. Using his own super strength, he began lifting me up and down as fast as possible on his cock. I felt myself rising to orgasm faster than even before.

“YES! YES! MORE POWER! HARDER!” I cried out even louder than before. Then suddenly the orgasm ripped through me. I gripped Superman’s shoulders so tightly that he cried out as he began to cum inside of me as well. I sat there with his pulsing cock inside of me as I let several waves of orgasms roll over me. Finally, I rolled my head back to look at the ceiling and let out a large sign of relief.

“Dead God, that never gets old. You were not kidding when you said everything was super now. Does using your powers turn you on too?”

Superman was equally exhausted. He was breathing heavily as he tried to catch his breath. Superman laughed at the comment.


“I’ve had these powers since I was born so using them is perfectly normal for me. It is you humans that always get turned on when endowed with great power.”

I floated above the bed for Clark to see my naked body in all of its glory. I flexed my muscles, and felt the raw power flow through them. “It is hard to see why not. I feel invincible, like a goddess. I can see why Superior Girl does what she does.”

“Speaking of which, we should really begin working on taking her down. Let’s clean up and talk about what we need to do over breakfast,” Superman said as he got out of the bed. As Superman sat up in bed, he looked up at me and said “You know, we still have not figured out what to call your new super persona.”

Still floating and flexing my new super muscles, “With guns like these, how about Power Girl? Want to take a shower together?”

“No” was the only response from Superman as he sped past me at super speed and into the hallway. Clearly, he did not want further temptation or we would never be leaving this room. I thought it was fair enough to give him a break, but definitely planned for a return visit later. I floated over to the doorway into the bathroom. It was large and spacious just like every room in this Fortress of Solitude. I was pretty sure that someone could close the doors to this place, and not need to leave for years, if ever.

I cleaned myself off with a hot shower, and felt more energized and refreshed than ever. Once done, I put my new costume back on and flew back into the main area of the Fortress. Superman was dressed back in his costume, and had already laid out a large breakfast in the living area. I sat back down on the couch where I laid yesterday, and look a full plate from the table. As I ate, Superman began discussing his plans for Superior Girl.

“I have spent months analyzing Superior Girl, and trying to learn everything about her. She discovered my secret identity not too long after our first confrontation. If I ever got in her way, she made it clear that my friends at the Daily Planet would be in danger along with any other civilians in her path. I also suspected that she could easily find my adoptive parents as well using LexCorp’s resources.”

“Do you think Lex Luthor knows?”

“No. He would have used that against me, or done something to rub it in my face that he knew. One of Lex’s major weaknesses is his vanity and ego, always having to prove how better he is than me despite being an ordinary human. Superior Girl seems to be keeping that as her ace to ensure that I stay away from her and by extension Lex Luthor.”

In between bites of my food, I surmised “So if you go against her, then she can tell Lex who then ruins the lives of everyone you care about. If Lex turns on her, then she uses that knowledge as leverage to force you to take care of Lex Luthor.”

Superman nodded in agreement, “That is what I believe. Now because of this, I need to stay away from all of this for now. As far as Superior Girl is concerned, I am keeping away from her, working at the Daily Planet, and saving the odd kitten from a tree. While I am doing that, you will be executing the plans that I have been crafting for the past few months but had no way to implement them safely.”

I finished the last of my breakfast as I responded, “Ha, leave it to a woman to have to do all the work. What’s the plan, boy scout?”

Calling Superman a boy scout seemed to hit something as he paused for a moment before continuing, “We first need to find out what Lex Luthor is doing about Superior Girl. He may have taken her into LexCorp. However, Lex knows that he is still a simple human against a woman with Kryptonian powers. I know Lex enough to know that he is working in the shadows on a way to neutralize Superior Girl if the need arises. We have to discover what he has been doing.”

“What about the Ambrosia Amazons?”

“They come later after we discover what Lex is up to. He might already have a way to defeat Superior Girl that we can use against her. Or he might be getting ready to move against her and we can’t afford to be caught flatfooted. However, once we know what Lex is up to, we will have to isolate and eliminate each member of Superior Girl’s Ambrosia Amazons.”

“Ah, when you say ‘eliminate,’ what exactly are we talking about here?” The word caused my ears to pick up. Killing someone was not usually Superman’s style.

“Better choice of wording would be to neutralize the Ambrosia Amazons. I have facilities inside the Fortress that can contain them. We can also further research ways to reverse their enhanced abilities.”

“Do you think that is even possible?”

“Maybe, I am hoping that Lex has some notes about how Superior Girl got her powers that we can use to undo her powers. Around the same time that Supergirl disappeared, there was a factory just outside Metropolis that suffered catastrophic damage to the point of being almost demolished. The police ruled it some kind of science experiment gone awry, but I have seen enough super powered fights to know when two beings with tremendous strength are going at each other. I have always believed it was that incident that turned Jessie Nelson into Superior Girl. However, LexCorp cleanup crews had already cleaned the place out by the time I found it.”

I had heard enough, and was anxious to get going. The fact that I had a belly full of protein waiting to burn off also helped my mood. I stood up while saying, “Ok, so how do we take care of the first step?”

Superman smiled at my enthusiasm, “There is a data center in Dubai that LexCorp uses to store a number of files. From what I have gathered so far, many of the files appear to be around subsidiaries and shell companies that Lex often uses for secret projects, but my computer system cannot penetrate any further. This will require a more hands on approach.”

I smiled at the idea.

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