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Stepping into her apartment with a huff Karen Starr leaned back against her apartment door, hanging up her coat and running her fingers through her short blonde hair.

“Damn, what a slow day… Maybe I should call in a few days sick leave just to get some R and R.” Heading over to her little nook kitchen she set up a mug and water and filled it with hot chocolate mix, staring into the mug with her heat vision to warm it to a piping hot drink. She dropped herself unceremoniously onto her couch and leaned her head back against its cushions as she reached around for her television remote and clicked the red power button.

~That's right, everyone! The very first expedition to Mars is returning home after a month long trip to, and from, the red planet. The three pilots are just coming into view by our telescopes and will be making landfall soon, back to you Roy. ~

The news station continued with the report of the history making return as Karen surfed through channels on TV. She narrowed her eyes and looked out her window to see the shuttle with her Kryptonian vision. Something caught her eye, something that was shared on the TV as she saw a tiny spark ignite on the shuttle's hull.

~We just got word that an explosion just occurred on the shuttle during re-entry! The shuttle is already burning up as...~

Within the span of a second, Power Girl had changed into her white and blue costume and flown out of her window faster than sound! She sucked in a lungful of air as she flew all the way up into space and grabbed the burning spacecraft overhead. The hull was white hot as she crept her way up the fuselage to try and find the cause of the explosion. Looking inside the window she saw the three pilots screaming.

Karen's eyes widened. Something that looked like black tar was creeping over them and seeping into their suits! The fire intensified before Karen could stop it and the shuttle tore apart in her grasp, exploding into a fireball that sent her hurtling into the bay along with the other scorched, fiery debris of the shuttle raining down.

***

An hour passed before Karen finally dragged herself out of the water. She coughed, wiped her eyes, rubbed the muddy soot out of them and squeezed out her cape. Over her shoulder the blackened, charred remains of the shuttle were being recovered, and she knew the pilots never made it. She consoled herself that they probably died of smoke inhalation before burning to death, but that was small comfort.

"Damn, thought I could save them..." she muttered despondently. Shaking her head she flew back to her apartment, unaware of the black ooze that stained her costume.

Karen returned, slipping through her window. She threw her costume into the hamper and walked to the bathroom to shower off the smell of the bay water. The television was still going on about the crash, but she was too gloomy to switch it off. As the hot water cascaded down her body, her fingers traced down to her impressive cleavage to find something... slimy.

She looked down and gasped at the sludge soaking into her skin... it was the same sludge that the three pilots were struggling with that caused the explosion! It completely absorbed into her skin and Karen became dizzy, falling against the tile wall as her eyes rolled back, passing out then and there.

***

Blinking slowly, Karen looked up at the shower stall walls. The water had turned cold some time ago but she didn't feel discomfort from it. Reaching out to turn off the tap she stopped and looked down at her arm in shock and terror.

Instead of creamy smooth skin, her arm was now a green translucent shell, her fingers barbed with sharp claws and her arm lined with spikes. Turning the water off, she stood up and stepped out to look at herself in the bathroom mirror. Looking back at her was something monstrous!

Covered in green translucent chitin-like skin, she had spines running down her back and arms and a sea of shoulder-length tentacles slithered and coiled on her scalp, replacing the golden blonde hair she once had. Curved horns jutted under her ears like tusks and yellow reptilian eyes blinked back at her reflection. Her teeth were like a shark's, serrated and razor sharp behind pert, luscious green lips. Looking down at herself and her reflection Karen had only one hope-shattering thought run through her mind

.

"Need... to... FUCK!"

Karen's heart raced as the new, exotic hormones rushed through her. She felt an agonizing heat coursing from her loins to her brain and back again, filling her with the urge to mate. Her pussy gushed with liquid, and she slid an alien claw between her legs to thumb her exposed and swollen clit.

Pleasure exploded through her mind as she stroked herself, and she threw her head back to let out a wild screech. Her tongue slithered out her mouth like a snaky vine, instinctively coiling around one nipple while she palmed the other, pawing at it with need. She felt so empty!

The orgasm struck and Karen shuddered against the edge of the bathtub, sliding down as her pussy spasmed around her fingers, juice squirting between the digits like a broken faucet. It seemed to go on forever as she found her rhythm, stroking herself to an unending wave of ecstasy. And yet... it wasn't enough.

She groaned and slipped her fingers free of her throbbing womanhood, letting the orgasm ebb. Her body remained maddeningly aroused, like an itch she couldn't scratch. Instinctively, her serpentine tongue slid back into her mouth as she went to suck her fingers clean. As she brought her hand to her face, she realized that it was changing! The scaly chitin regressed back to supple pink skin and her sickle-sharp claws became normal fingernails.

The rest of her seemed to follow, and Karen looked back in the mirror. She looked as she did before, powerful Kryptonian muscles and sleek feminine beauty. Her blonde hair was slicked down from the water and she had a hungry gleam in her eyes.

"I look good enough to eat." She certainly felt good. It was a little strange, like she'd had this physiology inside her all along, and it took one small catalyst to help it emerge. She wondered why she wasn't scared or confused. Some part of her told her to find the Justice League or go to S.T.A.R. Labs or something... but it didn't hurt to explore, right? She wasn't going to murder anyone. She was still Power Girl, after all. But she was so horny...!

She went to her closet and found her little black dress -- normally she'd wear something more conservative, or her white formal gown, but what felt natural this time was something short and sexy that clung to her curves and showed off her assets. A pair of "fuck-me" pumps and her ensemble was perfect. Karen blew a kiss in the mirror and stroked her flat stomach in anticipation.

***

The club was thumping with heavy music and flashing with light. Power Girl smiled and shivered. She could smell arousal in the air, and this place was thick with it. She waded into the crowd and found herself grinding and twirling to the music. Looking around the club Karen felt a kind of… Sense or presence, everyone around her had a kind of aura she could just make out with her eyes, or was it her nose? The majority of them were a mix of pinks and purples with the odd blues she could spot among the throng of dancers, strangely the blue auras smelled wrong, rotten in some way and with her x-ray vision she could tell why. Looking deep into the chest of one blue glowing man at the bar she could see the early development of lung cancer, even as he coughed out a laugh from his cigar at one of the bar tender’s jokes. Another was riddled with diabetes, oblivious to her condition even as she took a swig of her glass of scotch with her friends at a distant table. Their presence sickened her but for the most part Karen found herself swept up in the ‘healthy’ pinks that she was surrounded with, moving with both the booming bass of the dance music and the heart beats that made her lose herself to the dance floor and just enjoy the moment.

A cute guy who couldn't have been more than twenty "accidentally" bumped into her, but Karen just rolled with it. Dancing with him, she felt the urge to look him over, inside and out with her x-ray vision. Her heart quickened as she realized she could spot no genetic defects.

Karen pulled him into a passionate kiss, cutting off his attempts to be charming. She didn't care what he said. Her body was demanding to be mated!

Pushing the men's room door open hard enough to dent the wall, Karen continued to kiss the young man as she guided him into a stall and closed the door behind her. As soon as the lock clicked she stepped away and pushed the boy back until he fell right on the toilet seat.

She licked her lips and eyed the bulge in the young man's jeans as she gestured for him to stay put. She began stripping slowly, peeling her body out of the cocktail dress.

"Damn you’re really hot for it, huh?" said the kid out loud. Karen gave him a wink and pulled down her shoulder straps, pulling her dress down and freeing her proud G-cup breasts, revealing she never wore a bra. Her nipples were stiff with arousal as she wiggled her hips to pull the dress down to her black shoes, no underwear to speak of as she stepped forward and looked down at her prize.

"Honey I'm gonna make you boil..." Going down to her knees Karen pried the pant zipper open, almost ripping the garment open as she pulled his erection free, licking her lips again. She breathed in the testosterone scent and engulfed the boy's cock with her mouth. As she began sucking him off, she could feel him grab at her blonde hair. On any other woman it would have hurt, but it only spurred her on. She was already dripping wet and the smell was driving her mad with lust.

"Shit! Gonna..."

Moaning with her lips around his cock, Karen let the man cum hard down her throat, the musky flavour making her eyes roll back as she tasted how potent her prey was. Letting go of his erection with a pop of her lips, she gave the young man a feral gleam of her eye before gulping his load straight down.

She had a taste, and now she wanted the whole thing. Sliding up to press against him, she positioned herself over his crotch as she shoved his face into her deep cleavage. A moan escaped her lips as she finally felt him penetrate her as she sank down on the stiff erection. She tossed her head back feeling him nibble at her breasts and wailed at the sensation of fullness in her.

"Do it! Suck my tits, NOW!" Grinding and bucking her hips, she mashed her breasts between his face, laughing as he started bucking his hips back to join hers.

Already she could feel him tensing under her, his cock reaching deep inside and getting harder by the second. She made him jump when she screamed out in orgasm as he came hard, pumping into her pussy and filling her with hot sperm. At last the burning emptiness had faded, her lusts evaporating, panted and settling into her lover's lap. Karen suddenly realized what she had done. Looking up in mild panic she found her lover exhausted and leaning back against the toilet and stall. Before he could blink or ask for her name the stall door exploded open and a whoosh of air blew through the rest room, leaving the boy alone with his pants undone.

***

Power Girl slammed and locked her apartment door behind her. She pressed her back against the door and clutched at her chest. She'd yanked her dress back on the instant she flew out of the club, only now for it to be drenched in sweat and moisture from the men's room stall she escaped from.

"Oh my god, oh my god, oh my GOD why did I do that?!"

Darting her eyes around her apartment, she tried to calm herself down and try to think rationally. Somehow her transformation had made her... amorous. Enough so that she screwed the first dick on legs she could find. She worried if this would happen again, and whether it would compromise her position in the Justice League or even her reputation.

"How could this get any worse?"

As if on cue she suddenly felt a strange warmth build in her navel, followed by an unusual bloating as her belly began to swell. Within moments, the swelling became more pronounced, making her step away from the door and dash into her washroom. Looking at her reflection, she gasped as she watched herself swell and grow, her belly now looking like it was four months pregnant and growing fast.

"Wha-what is this?" Then the growth sped up, making her gasp and moan as she felt a new wave of hormones rush into her system. She could feel her hips widen as she backed into the wall, her ass and thighs growing thicker by the second. Her breasts swelled up, her nipples getting darker as moisture began forming at their tips.

"So hot... Burning up..."

Karen peeled her dress off as it began to tear and rip. Her belly had now grown to the size of a full-term pregnant mother-to-be, her belly button popping out from the pressure within as she sunk down to the tile floor, rubbing circles around her womb. Then suddenly the warmth and pleasure had turned to pain as her water broke, a need to push forcing her to spread her legs as she began to give birth. In less than a few minutes the bathroom was filled with the sounds of crying and mewling... and the cries were nothing like a humanoid infant at all!

Power Girl panted as she squeezed her baby out, reaching down with shaking hands to catch the wailing, slimy creature that slithered out of her. She felt tendrils wrapping around her wrists as the baby finally came free after almost five agonizing minutes of pushing.

Karen held the creature up, struck by its appearance. It was like a grey-green grub the size of a chicken with short insect-like legs near its front, a pair of glossy black eyes on its head and insect-like mouth-parts lacking mandibles on its head. Long, thin tentacles at the end of its bloated body encircled her wrists. Some intellectual part of her mind found the creature horrifying, but she also felt a profound sense of maternal protectiveness towards it.

She felt an ache in her breasts and instinctively brought the thing to her nipple. Its mouth closed over the dark teat, and Karen gasped at the wonderful sensation of being nursed from. She looked down at the baby -- HER baby -- and smiled as it began to coo, gladly gulping down her milk. Something told her this baby was a girl. Karen leaned back and gently hummed, rocking her in her arms. That was what mothers did, right?

She felt so whole as she let her child drink her fill from one breast, then moved her to the other. "We have to give you a name, honey," Power Girl chuckled, stroking the baby's smooth, segmented skin. She stood up and walked back into her apartment, laying down on her bed as the excitement of the night finally caught up to her.

"Helena?" She considered. "Nah, she'd kill me if I named you after her. Kate? Mmm, maybe. Cassandra...? Ugh, why am I so fixated on the Batgirls?"

"Hmmm... How about Lyta?" She asked, remembering her comrade from Infinity Inc. Karen yawned. Kryptonian or not, birth took a lot out of her. Her eyes drooped. "Lyta..."

***

She was rudely awoken from dreams of flying through space, a great whale-sized creature, thousands of spawn swirling around her like remoras of a shark. Her alarm buzzed loudly, and Karen snapped upright, clutching her head. She looked down to see Lyta in the crook of her arm, chirring quietly. The blonde beauty groaned and shut her alarm off. She couldn't go to work today.

One phone call to StarrWare later, and she was officially on vacation for two weeks. That would give her plenty of time to get acquainted with her daughter. Karen yawned and rubbed her eyes. Her stomach rumbled, and she realized she hadn't had anything to eat since lunch the previous day!

Power Girl quickly devoured half a box of cereal, a dozen eggs, four bananas and a jar of peanut butter. A burp escaped her lips as she rubbed her belly. She caught a glimpse of herself in the hall mirror. She'd plumped up a little, getting an extra layer of fat that almost obscured her muscular frame. Her hips had certainly grown, and her bust line had definitely expanded.

"I guess that makes me a MILF?" she chuckled. She wondered how the next few days would play out...

***

Two days later…

Atomic Skull was laying waste to a city park, blasting neutrino energy and vaporizing everything it struck into charred dust. "Come on! None of ya are tough enough to fight me?" Called out the skinless fiery-skulled villain as several heroes tried desperately to get civilians out of harm's way. "Fine, then! Let's see if you like a taste of-"

A solid punch at the speed of a rocket slammed into the fiend's chest as Power Girl attacked him head on. He thought he heard a lizard-like hiss as he looked up only to find a blur of blue-gloved fists pounding into him with the strength of a freight train.

"HOW'S THIS FOR TOUGH, HUH?!" Yelled the white and blue heroine as she continued to pummel into Atomic Skull over and over again until the ground under them started to yield into a crater. Before she could make the final blow Power Girl felt a strong hand grab her wrist, preventing her from crushing the monster's head like a pumpkin. She snapped back to look to her side and saw Wonder Woman, her face a mask of concern and fright in her eyes.

"Enough Karen! He's done."

Panting as she looked back down at the ruined and defeated nuclear villain at her feet, she sneered in revulsion as her instincts perceived the energy being as a sickness. Power Girl slowed her breath and stepped back. She turned to leave, just before Wonder Woman called her out. "Are you doing OK, Power Girl? You haven't been the same since the shuttle crash... are you still feeling guilty for not saving them?"

Karen bit her tongue to keep herself from telling her teammate the truth, that now she wasn't herself and she was struggling to keep herself under control, even now. "Y-yeah, I just don't want to fail again. This guy could have killed a lot of people. At least now, he can't even move a finger."

Sighing with relief Diana gave her friend a warm smile before waving her off, just as men in radiation suits arrived to detain Atomic Skull. "Get some rest Power Girl, in time you'll be yourself again.”

Nodding back at the amazon princess, Karen flew off out of sight back to her home.

"Doubtful," she muttered under her breath.

***

Making it back through her bedroom window and closing the blinds, Karen sighed in relief and pulled off her costume.

As soon as she was stark naked in her own home she let down her concentration and transformed, her smooth pink skin turning into translucent green chitin, her blonde hair changing into slithering tentacles, her hands and feet sprouting sharp claws as spines grew from her arms and back, followed by a pair of gnarled horns.

"Ahhh... Finally out of that stuffy thing." Ever since she bore her daughter she had become... rather meaty. Her breasts had gained a full cup size, making her an H. Her costume clung to her hips and rear, making it almost a thong, and her bust threatened to burst the cleavage window higher up.

Looking herself over she raised an arm up to see it better as she examined the translucent armor, fascinated by the subtle tracery of veins and the lattices of muscle and tendon beneath the surface. Eyeing the spikes, she imagined how sharp they could be when suddenly they started growing longer.

Blinking in surprise, she concentrated and found she could retract or extend them at will. She saw that her claws could also change at her command, growing them into curved blades and even merging her digits into a single scythe-like claw before returning it to normal.

"Neat,” she grinned. “Gross, but neat." Feeling up the tentacles that made up her hair she tried to experiment with them, finding that she could control each one individually or lengthen them to touch the wall and ceiling. Somehow her new biology allowed her to change herself at will, taking any form she wished if she concentrated hard enough on it.

Karen sauntered out of her bedroom and smiled as she saw her daughter sitting on the couch watching television. The last two days surprised Karen as her daughter seemed to grow a year older every 12 hours, her limbs and tentacles gaining definition as she grew from a grub to what looked more like a 5 year old!

"Hello, Lyta baby," beamed Power Girl as she sat next to her daughter on the couch.

"MOMMY!" It warmed Karen's heart to hear her daughter talk, just as she climbed up and latched onto a nipple, chirring as her mother's breast released milk for her to drink.

"Hungry, huh? Well, guess I am, too."

Karen made her way to the fridge even as her daughter wrapped herself around her waist to keep feeding. The hungry heroine started eating everything she could reach, gulping it all down raw. She finished off another carton of eggs before unwrapping a brick of butter and bit into it. The rational part of her mind warned her about her figure, yet another part of her, a growing part of her, told her to eat more to gain strength.

Hearing Lyta burp as she let go of her nipple with a pop, Karen watched her daughter let go and crawl down to the tiled floor and back into the living room.

"What's the matter honey? Had enough?" Looking out the kitchen doorway, she watched as Lyta wandered the room as if looking for a spot to lay down. Once she found it, Karen gasped as her daughter sprouted dozens of tentacles all over her body, latching onto the corner of the wall near the ceiling and pulled her up, wrapping her in a fleshy cocoon and going quiet.

Taking up a corner in the living room was now a large throbbing fleshy chrysalis, with Lyta’s silhouette barely visible inside looking content and asleep.

"Great... New developments."

Power Girl felt a twinge in her lower belly. Warmth seemed to bloom up from between her legs, making her feel hot and horny. "Not again," she moaned. Her pussy began to throb with need and her nipples stiffened in anticipation of her next breeding.

Karen suppressed a whine as she heard her communicator chime. She cursed, remembering she was scheduled for a monitor shift on the watchtower. Her eyes fell on the cocoon. Would Lyta be okay? For a moment, Karen had a terrible vision of Lyta emerging as a bloodthirsty alien killing machine, completely feral and murderous. Strangely, the thought of having to stand by and watch as the Earth's heroes destroyed her child churned her stomach more than the notion that Lyta could become such a monster.

She pulled on her uniform, the form-fitting suit feeling tight and uncomfortable against her sensitive skin. She patted down the insides of her legs with tissues, wiping up the dew seeping from her pussy. Her nipples were hard, visibly tenting the fabric. She was just glad the moisture from her breasts and pussy didn't show.

Power Girl cursed herself for not telling the League she needed some time off. "One to teleport," she grunted into the communicator, sparing a glance at Lyta's shell. She swore she could almost feel her daughter in there, completely serene. The thought dissipated with the teleport signal.

***

Batwoman was there to greet her in the Watchtower. She was a recent addition to the league. Part of her probationary period was monitor duty, and it was Power Girl who was her partner for the night. The redheaded detective smiled as Power Girl stepped off the teleport pad.

"See anything you like?" Karen grunted. She wished she wasn't so horny. Even the sight of Batwoman turned her on. She quickly looked away, not wanting to show her flushed face. Batwoman raised an eyebrow at the furtive glance.

"Oh, maybe," Kate shrugged. "Gotta say, you're looking nice these days, Karen." Truthfully, Power Girl looked like a fertile sex goddess. Her alien hormones were sculpting her body, filling her out with padding in all the right places. She was quite zaftig, almost edging on "full-figured."

"Uh, thanks. How's security?"

"All quiet on the western front."

"Hmph. Might as well get to monitoring." Power Girl strode into the control area. Batwoman couldn't help but stare after Karen's rear. It was so strange. Power Girl was not her type but she couldn't keep her eyes off her! Batwoman sat down in front of the monitor grid. Power Girl stood by, watching. The silence was punctuated only by the hum and click of the computer. Whenever something popped up, she'd look over Batwoman's shoulder, examining to see if it was a threat. The redhead noticed that Power Girl leaned close, her bountiful bust brushing her shoulder or face.

The blonde seemed to edge closer each time, until she was resting her hands on Kate's shoulders and her breasts were almost touching her cowl.

"What are you doing?" Batwoman asked as Power Girl started to massage her shoulders.

"Kate, I gotta apologize in advance," Karen groaned. She tilted Batwoman back and kissed her, their lips pressing together sensuously. Batwoman was almost relieved. It seemed like Power Girl was desperate, and how could she deny the beautiful blonde a chance to experiment? She opened her mouth and kissed back, sucking on the blonde's lower lip as she reached up to stroke her partner's face.

Karen bent down, kissing the red-haired vigilante in her chair, and moaned into the kiss as she felt gloved hands caress her thighs and ass. She pulled Batwoman to her feet and wrapped her arms around the woman's waist. Their breasts rolled and pressed together as they broke the kiss to catch their breath before going back for more.

"Wow girl, you've got some serious pumpkins growing off you," panted Kate, licking her way up Karen's cleavage to nip at her neck.

"Sh-Shut up..." Karen muttered, her face flushed with heat as she unbuckled her belt.

Gentle hands began pulling off parts of clothing, the floor became littered with gloves, boots and capes until both women were pinned up against the control console in just their bodysuits. Batwoman smirked as she found that Power Girl went commando, peeling off the blonde's one piece suit to show she didn't wear panties or bra. A similar reaction came from Karen when she slid Kate's cowl back, amazed that Kate wasn't a red head, her red hair actually being a wig stitched to her cowl, her real hair being brunette. The rest of her suit rustled to the floor as Kate stepped out of it, leaving them both nude at the monitoring station. They pressed together intimately, skin to skin.

Kate sucked in a breath when she felt the moist cleft of her lover's womanhood. It was so hot down there, hotter than any woman Kate had ever touched. She wondered if it was because she was a Kryptonian. Karen moaned, biting her knuckle as Kate's skilled fingers slid along the surface of her pussy, teasing the slippery, sensitive flesh. She glanced down, watching as Kate kissed a trail down her breasts and belly to the slick, baby-smooth cleft between her legs.

Karen was at war with herself as Kate started going down on the blonde heroine, struggling to keep control of herself and her appearance while she indulged her out of control sex drive. Gripping Batwoman's hair Karen moaned and wailed, arching her back as she tossed her hair back and forth before finally she came hard, staining Kate's chin with her juices.

"How's that P.G? Am I your kryptonite or what?" Kate quipped, wiping her mouth. She was caught off guard as Power Girl grabbed her arms and pulled her too her feet. Kate laughed as Karen gave her a hungry look.

"MY turn!" Dropping to her knees, Power Girl drove her tongue straight into Kate's pussy, using her super speed to vibrate her tongue fast enough to make Batwoman scream. Waves of pleasure assaulted Kate's body like an endless tsunami of ecstasy as she lay on the control panel, her back arching as she twisted and writhed. Her legs kicked the air behind Karen's head as it was all too much to endure. She too came hard, moaning and shuddering before Power Girl leaned up and kissed her passionately, sharing the taste of her.

***

After another half hour between the two, Karen and Kate had finally redressed and went back to work, a red blush beneath Batwoman's cowl as Power Girl sat at her chair with her eyes closed, her breathing slowing down after her tryst with Kate Kane. For now she had doused enough of her inner fire to manage herself again, her self-control growing strong again. The need was still there, waiting to take hold again, but she could keep it in check.

"Hey, look at this..." offered Batwoman, pointing at her screen. Getting up from her seat Power Girl looked over the woman's shoulder to see an alarm go off at a central bank in her home town. "Wanna call this in and let the others know?"

Shaking her head, Power Girl looked at the address of the robbery and back at her partner. "No, it's my turf, I think I'll go handle it. Besides, our shift is almost over."

Nodding at Karen's decision, Batwoman didn't remark when Power Girl stepped over to the teleport pad and typed in the address. Secretly, the blonde needed off this station, to get some fresh air and blow off some steam. Maybe pummeling a few crooks would do just that.

The security guards at the Diamond Exchange were quickly and soundly defeated before they even had a chance to draw their sidearms, as they were deceived into attacking each other by convincing illusions.

"Well done, my dear," the aristocratic King complimented to the Queen. The Royal Flush Gang were busily looting the place of all the diamonds. "We'll sell off the bulk of the stones and keep the thirteen most precious for ourselves."

"That would make it more of a Straight Flush, sire," Jack snickered, holding a satchel open as Ace broke open a safe and dumped its contents in. They heard a commotion and suddenly Ten, who was keeping watch in the lobby, was flung through the doors into the opposite wall. She groaned and slumped unconscious to the ground.

"I call," Power Girl blustered, floating in.

"A shame you only have... a pair," Queen sneered, regarding the blonde heroine's bust. She raised her sceptre, but Power Girl flashed forward, snatching the metal rod out of her hand and bending around Queen's wrists. She backhanded the woman, knocking her into a vault door. Suddenly Ace was upon her, the hulking mute android gripping Power Girl in a hammerlock.

"Have at you, harlot!" Jack shouted, leaping at her with his sword. Power Girl twisted, and the crackling weapon punched into Ace's back. He fell backwards, convulsing, twisting the sword out of Jack's hand. Power Girl grinned and flicked the dumbfounded Jack in the head, stunning him.

"Face me," King said, bringing his powers of charisma to bear on her. Power Girl felt compelled to turn and look into his eyes. Her brain was still awash in hormones, her body flushed and feverish with need. The tryst with Batwoman was pleasurable, but this fight had given her a rush of adrenaline. She'd hoped it would alleviate her throbbing animal urges, but it seemed only to inflame them. "Yes, that's it. Be a good girl. I must say, you're looking more voluptuous than I had thought from reading the newspapers."

He approached her as she stood there. "That costume leaves little so to the imagination. You must be quite desperate to be noticed by men..."

Power Girl could feel her control slipping, her mind being consumed by fiery lust. Desperate not to transform in front of a witness, she let out a wild cry and bull-rushed King, knocking him to the floor. He grunted as his head thudded on the ground, his eyes rolling back. Power Girl felt him up, her vision roaming his body. She was delighted to realize he was a healthy specimen. She tore at his costume, shredding it until his torso was nude, and bent down to take his cock in her lips, sucking and lapping at it until it grew stiff in her mouth.

She peeled the crotch of her costume aside and lowered herself onto King, taking him inside her already-slippery womanhood. Karen arched her back as she rode him, moaning in delight as her instincts took over. Her pussy muscles flexed, desperately milking the criminal's erection. King groaned as he felt himself orgasm. The sweaty blonde atop him felt his cock shudder and pulse. It wasn't enough!

She continued to ride him, flexing her hips until his cock hardened once again inside her. This time, she was close to her own orgasm, and let out a strangled cry as her womb sucked up his cum. She'd hoped this would quench her lusts, but it was still not enough. Her eyes fell on Jack, and she pulled off King, leaving his crotch smeared in sticky juice.

Without any preamble, she tore the crotch of Jack's costume off and sucked his cock into her mouth, giving him a blowjob he would have wished he'd been awake for. Once he was hard, Power Girl settled on him, riding cowgirl. She was overjoyed to feel his cock curve just right to rub her g-spot! The blonde super heroine panted as she felt orgasmic jolts shuddering from her womanhood to her brain and back. By the time Jack's cock unleashed a torrent of semen into her, she'd already cum almost seven times. His orgasm set off the eighth, and her pussy seemed to greedily devour all of his precious male fluid.

With legs-a-wobbling, Power Girl pulled herself off of him, wiping her brow as she adjusted her suit back into place. Her ears picked up the sounds of sirens approaching, and she flew into the sky, soaring back to her penthouse. She'd just made it in the window when heat seemed to erupt from her sloshing womb.

"On no, not again," she moaned. Her costume was nearly indestructible, but that didn't make it any less uncomfortable as her belly began to swell. She yanked off her gloves and cape, then fumbled with the zipper of her white suit. Luckily, she was able to undo her costume as her stomach grew even bigger than before, navel popping out, breasts already dribbling with sweet milk.

She fell on all fours as the need to push overwhelmed her. Fluid gushed from her dilating pussy as she gave birth, squatting like an animal on the carpet. The inhuman baby wailed as it crowned, slipping wetly from her pussy onto a pile of dirty laundry. Before Karen could react, the urge hit her again and she grimaced, pushing out a second slimy creature next to the first.

Finally it was over. Karen's head drooped and caught her breath, trying to recover. Turning she picked up her new children, the maternal urge to feed them a welcome change from the pain of spawning mere minutes ago. They were grubs just like Lyta was when she was born, and just as hungry! The two of them latched on to her teats while she sprawled against the wall, naked save for her boots, her white suit stained with birthing fluid and tangled around her leg.

She didn't even think to name the twins before drifting off to sleep...