Captain Marvel a.k.a. Carol Danvers was extremely bored. She was on watch duty on the avengers Alpha Flight Low-Orbit Space Station. This meant she was sitting in front of a computer terminal watching for an emergency to happen down on the planet below. But apparently, every supervillain in the world had decided to take today off. So Carol was left with nothing to do except lounge around. Despite this, she was ready for action in her superhero costume, a red blue and yellow skintight jumpsuit which hugged her curvy body nicely. She blew her short blonde hair out of her face and put her feet up on the terminal. She was just not made for sitting around waiting for something to happen she was a girl who needed some action in her life and this was so dull.
Carol was just considering taking a break to fly around the outside of the space station for a bit when a prompt came up on the computer screen saying there was an incoming communication from Earth. Carol lazily pressed the button to accept the call and a woman in a green and yellow skintight outfit with bushy brown and white hair popped up on screen. This is Rogue from the x- men communicating to the space station….” Her voice trailed off when she saw who had answered.
Carol glared at the screen. It was not a very well-kept secret that Rogue and Capt Marvel completely despised each other. Sure the Avengers and the X-Men had their differences but mostly they got along with each other but Rogue and Carol butted heads every time they met.
Years ago Rogue had used her parasitic touch to drain Carol of her powers. Carol had spent two weeks not being able to use her abilities before they gradually return to her whilst Rogue had permanently kept them. Carol had never forgiven her for this humiliation and did her best to make the young X-Men’s life as hard as she could. Rogue tried to apologise and make up on several different occasions but the blonde avenger spat it right back in her face sometimes literally. The last time they had met face-to-face was at the superhero ball in New York. Dressed in fancy dresses the two women had almost come to blows if the other superheroes hadn’t broken them up first. Ever since then Rogue had stopped trying to make nice and returned Marvel’s insults in kind.
“Well well, if it isn’t the little slut from the x-men,” Carol said grinning. She might not be a supervillain but insulting Rogue would definitely pass the time.
“I didn’t call to speak to you, you blonde bitch” Rogue spat back angrily. “Who else is on duty”
Carol span around in her chair spreading her arms wide “Sorry little girl but I’m the only one here”
Rogue scowled “I am not a little girl, if you are the only one I guess I’ll call back later”
“But of course you are a little girl you still go to school don’t you, honestly I knew they sometimes kept children back but you must have been held back like a hundred times for someone of your age to still be taking classes” Carol taunted. She didn’t want her new entertainment to hang up.
Rogue flushed red. “I’m not even older than you and I am the one who teaches the classes at the school”
“Oh no, your poor students you’re probably making them dumber every lesson,” Carol said smiling she knew that Rogue would not hang up now.
“Oh I’m sure you know all about being stupid, the Hulk looks intelligent next to you dumb blonde” Rogue spat.
Carol smile dropped. “Bitch, my hair colour has got nothing to do with my intelligence”
“Yeah right everybody knows your only an Avenger because you’ve got a nice body,” Rogue said. “It’s definitely not because of your temperament or your intelligence”
Carol felt herself getting angry, she was the one who was supposed to be winding up Rogue not the other way around. “Well at least I’m not a thieving skank who steals other people’s powers”
“Nice try but I was born with my powers cos I am a mutant, even if they are just to steal other people’s, whilst the only reason you have powers is because you were in a freak accident with the tesseract, which really is a shame because if that hadn’t happened then none of us would have to put up with you”
Carol felt her blood beginning to boil. This bitch was being even more infuriating than she usually was today. “You fucking mutant slut” she shouted.
“Stupid blonde bitch” Rogue shouted back.
The two women continued to scream bitchy insults over the computer monitor for the next five minutes. Finally, they had to stop screaming at each other and catch their breath.
“I really do hate you,” Carol said.
“Same but what are we going to do about this” Rogue replied.
“A fight” Carol suggested eagerly
Rogues eyebrows raised.
“Just you and me, hand to hand woman to woman, where nobody can interrupt us like at the party,” Carol said. “We can finally settle this feud between us and see who the better woman is”
Rogue smiled “Now that sounds like a good idea, I can book the danger room for a private session in half an hour no one will interrupt us their”
“Perfect” Carol said “I’ll meet you down there, can’t wait to finally get my hands on you, you stupid slut”
“Likewise Skank” and with those parting words, Rogue ended the call.
Carol abandoned her post on watch and went to get ready. After a quick shower and a comb of her hair to make sure she looked good. She exited the airlock and flew through the atmosphere down to the planet below. She could hardly contain her excitement. She was finally getting the chance to put that mutant bitch in her place. After what Carol was planning to do with her Rogue with never step up to her again.
She landed outside the X mansion careful not to be spotted. She crouched in the bushes until the back door opened and Rogue appeared looking out. Carol revealed herself and walked right up to Rogue who stared back at her coldly.
They were roughly the same height. Rogue’s hair was a lot longer than Carol’s short do. Both of their outfits were very similar being skintight suits with just the colours keeping them apart. The size of their breasts were almost identical and this fact came all the more apparent when Carol gently pushed her set into Rogue’s.
“Ready to do this then bitch, ” she said.
“Always” Rogue replied.
“Then lead the way”
Carol followed Rogue through the mansion until they got to the danger room. A blank room with the ability to be transformed into anything the programmers wanted. the X-Men often used it for training.
Rogue eyed Carol suspiciously not putting it past her to jump her but Carol seemed to be behaving. She went to the middle of the room and put her hands on her shapely hips “Ok, let’s do this thing”
“One moment, what background do you want the danger room to be,” Rogue asked going up to the control panel. “I can program it to be multiple different arenas”
“I don’t fucking care about that” Carol said dismissively. “It doesn’t matter what the ring is I am still going to kick your fat ass”
“Fine then” Rogue tapped some buttons activating the last programme in the danger room’s memory. A ruined city formed around them complete with crumbling buildings and a half-destroyed sentinel robot.
“Come on bitch, I’m waiting,” Carol said impatiently.
“Shut up slut I’m ready,” Rogue said taking her hands away from the control panel and approaching Capt Marvel with them raised.
Carol grinned and raised her own hands and the two women began to circle each other.
“I’m going to enjoy this so much,” Carol said grinning widely as they finished the first rotation.
“You’re not going to enjoy what I do to you,” Rogue said darkly. Then she lunged forward with a punch but Carol brought her hands up to block the blow.
“Too slow bitch” Carol winked and then slugged Rogue across the jaw. The x-man stumble backwards holding her jaw as Carol laughed. After a few seconds, Rogues face went from surprise into anger and she came back with another punch which this time Carol was too slow to block. Rogue’s fist slammed into her face whipping Carol’s head backwards and forcing her to take a couple steps back.
They had both taken their first hits in the fight two heavy blows to the face. Bruises were already beginning to form on their cheeks but both Rogue and Carol knew this was only the beginning of their clash.
With a yell of anger, Carol lunged forward with another strike but Rogue quickly ducked out of the way and Carol’s attacks sailed over her head. From her ducked position Rogue sent a fist right into the blonde avengers stomach. Carol let out a breathy grunt as Rogue’s fist sank into her toned stomach. But she brought her fists down like a hammer slamming it into Rogues back. Rogue grunted and quickly moved out away from Carol but not before taking a few more hits to her back. Rogue raised her fists again but it was clear that she was in pain.
Carol laughed “Come on little girl we’ve only just started are you already……” Rogue interrupted her by dashing forward and punching her right in her left breast. Carol let out a husky grunt and staggered backwards cupping her throbbing tit. Rogue grinned. “What the fuck, you punched me in my tit” she gasped massaging it to ease the pain.
“What, were you expecting me to play fair,” Rogue said.
“This isn’t a fistfight or a super-powered fight this is a catfight, and I’m prepared to use every dirty trick in the book to beat you bitch”
Carol’s face flushed with anger. “Well in that case” she shot out one hand and grabbed Rogue by her brown bushy hair and pulled harshly. Rogue squealed at the pain in her scalp. She tried to reach up and grab Carol’s hair in retaliation but unfortunately, Carol’s hair was so short that she couldn’t reach it. Carol began to drag her around by her locks making Rogue stumble after her moaning in pain. “Short hair has its advantages in a fight doesn’t it” Carol quipped pulling on Rogue’s even harder.
“OWWWWW, to pad it makes you look like a boy” Rogue muttered back through the pain.
Carol’s grin was replaced by a scowl “Now you’re going to get it bitch” she began to spin on the spot making Rogue run around in circles as she was dragged round by her hair. “AAAAAAFFF” she screamed. Carol began to pick up speed spinning round and round and Rogue was struggling to keep up with her. Until she tripped and was now flying through the air only being held by her hair. She screamed at the top of her voice at the intense pain. Rogues screams were like music to Carol’s ears but eventually, she needed to stop as she was getting dizzy. So finally she let go of Rogues hair But the momentum of the spin carried on sending Rogue flying into one of the buildings smashing through the wall in a cloud of dust.
Carol grinned, man this was going to be even easier than she thought it would be, she wondered if Rogue would be able to get up after that, she hoped she would because she was having too much fun punishing her for it to be over so quickly. Carol entered the building through the hole that Rogue had made and found her lying in the pile of rubble breathing heavily. She was covered in dust which settled on her outfit and her hair. Because of her super endurance smashing through a brick wall might have been painful but it didn’t break any bones. Rogue moaned and rolled over as Carol approached her. “Come on bitch, get up I’m not finished with you yet” she reached down and grabbed Rogue’s hair once more and began to pull up. Rogue moaned weakly but as she rose to Carol’s waste her eyes suddenly snapped open and she sent an uppercut right into Carol’s pussy.
Carol’s whole body lurched and she screamed bending over and clutching her crotch. “fucking bitch” she hissed through gritted teeth.
Rogue wasted no time standing up and grabbing Carol by her blonde hair. “Let’s see how you like it” she pulled Carol around by her blonde hair for a bit making the heroine squeal in pain but she was unable to fight back because of the pain in her crotch. Rogue dragged her over to one of the brick walls and slammed her head right into it. Carol’s super durable head made a big crater in the wall and she gave a grunt. Rogue continued to slam her rival’s head against the wall leaving Carol’s hair covered in dust and making the crater bigger and bigger until finally Carol’s head broke through and dangled outside. Capt Marvel groaned completely dazed by the barrage of attacks. Grinning wildly Rogue pulled on her hair and flung Carol across the room smashing her into a concrete pillar.
Carol groaned and sat up. Her head was still spinning and her hair was covered in dust and then to her dismay, she realised that the impact with the pillar had ripped some of her costume. Luckily nothing embarrassing was showing but there was a large tear down one of her legs and her belly button was visible through a hole over her stomach. Growling she stood up in the pile of rubble she had made. Rogue was walking towards her a confident look on her face.
Carol was seething with anger and was about to jump at her when she saw something and she smiled. She grabbed the remaining part of the pillar hoisting it with her super-strength. Rogues stopped dead as Carol lifted the pillar which was almost twice the size of them.
“Batter up bitch,” Carol said. Carol swung it like a baseball bat and it smashed against Rogue sending her flying away crashing through one of the walls and landing on the street outside creating a large crater.
Groaning Rogue sat up in the crater she had created and realise that her costume had suffered some damage. But unlike Marvel’s, it had ripped in a way which made one of her tits flop out. Rogue blushed with embarrassment and frustration that she was the one with her private’s exposed first. At least it wasn’t both of them. But before she could think any more of this Carol burst out of the building and flew right at her. Rogue managed to raise her arms in defence as Carol crashed into her expanding the crater to double the size it had been. Lying on top of her Carol grabbed Rogue’s hair yet again and pulled whilst doing her best to deliver punches to Rogue’s face but Rogue’s defences proved too much and she deflected most of the blows. Carol growled in frustration and then noticed Rogue’s naked breast. Smiling she reached down and dug her nails into the skin making Rogue scream at the top of her voice. Carol continued to roughly groping her tits even ripping the whole wider so both of Rogues breasts were out in the open and vulnerable to attack. She raked her nails down them squeezing and shaking the sensitive flesh roughly. Rogue screamed and moaned tears coming to her eyes. She managed to get a foot in between them and roughly kick Carol away from her. But as Carol flew away her nails dragged down Rogues tits leaving large red scratches on them.
“Fucking bitch” she cursed slowly getting to her feet clutching her aching breasts.
Carol laughed cruelly “Come on slut, are you giving up already”
“Fuck no” Rogue screamed and charged at her. She threw a wild punch for Carol’s head but the blonde woman caught it and bent her arm backwards causing Rogue to yell in pain. Carol forced her to bend double whilst yanking on her arm. Rogues naked scratched tits swung freely as she was trapped in her hated rivals grip.
“You never stood a chance against me,” Marvel said. “I’m a god damn avenger whilst your just a little x-men slut”
Rogue cursed at herself for being so stupid into rushing into the situation. She was so desperate to get Carol back after she had mauled her tits that she hadn’t been thinking and now she was in an even worse position. She winced as Carol pulled on her arm again with her super-strength. If this kept up she was likely to dislocate Rogues arm. Come on she told herself I can do this. She reached with her other hand and sent it flying right in between Carol’s legs.
The grin on Carol’s face dropped immediately and she grunted huskily as Rogue’s fist sank into her crotch. However, she managed to resist the pain and keep Rogue’s arm under her control but the X-Man was not finished yet. She sent several more punches upwards into Carol’s pussy making the superheroine grunt and moan. Finally, the pain was too much and Carol’s grip loosened and Rogue managed to pull her arm away.
Carol stood there wincing one hand going down to between her legs. Eager for revenge Rogue grabbed her by her blonde hair and tossed her away.
Carol landed headfirst in one of the smashed eyes of the giant Sentinel head. The top half of her body was inside the robots head whilst the rest of her hung out its eye socket. Rogue walked up to her and surveyed Carol’s ass and legs which were the only part of her that she could see. Carol moaned too dazed to get out of her precarious position. Rogue smirked and gave Carol’s ass a hearty slap. This brought Carol to her senses and she screamed at the stinging pain in her butt however this was only the beginning. Rogue sank her nails into Carol’s ass cheeks and then ripped her costume away leaving Carol’s bare ass fully exposed. “Get lost bitch” Carol grunted as she felt a new breeze in her lower regions. She struggled and tried to extricate herself from the giant robot’s eyes but Rogue put a stop to that by giving her ass another slap. Rogue began to lay into Carol’s ass spanking it as hard as she could which made Carol’s ass cheeks jiggle around. Carol’s screams filled the Sentinel’s head but all she could do was kick in effectively and squirm as Rogue continued to humiliate her. When was Carol’s ass similar shade of red to her own ripped costume Rogue grinned and stopped spanking it only to start roughly groping her ass cheeks irritating the red skin even more. “Not so good when it’s you on the receiving end is it bitch” she taunted.
Capt Marvel moaned and groaned as her rear was abused. It was hard to concentrate on getting out with that bitch working over her ass, so Carol stopped trying to extricate herself and looked around in the inside of the Sentinel’s head. Then she saw exactly what she needed. A large wire still sparking with electricity hung loose right in front of her. Wincing from the pain in her ass Carol reached out and grabbed the sparking wire and thrust it behind her. Rogues loud scream let her know that she had hit her target.
The wire slammed into Rogue right in between her tits electrocuting her. Her whole body shook violently as the current ran through her. Her bushy brown hair stood up on its ends and her breasts and ass jiggled violently. Her already tattered outfit was burnt even more showing more of her attractive body. With one last discharge, the wire lost power and Rogue was flung backwards to land in a pile of rubble still juddering from traces of the current inside her.
Carol finally pulled herself out of the giant robot and rubbed her ass which was still throbbing painfully. But she bet Rogue was hurting even more right now. Slowly she made her way over to where Rogue landed wincing as she went as every step made her naked ass throb. To her surprise, she saw Rogue rising from the crater she had made. She was leaning on a piece of rubble breathing heavily but she was not done yet. “That was a dirty move you cheating bitch” Rogue spat.
“We never had any rules to this fight” Carol countered.
“I think you’re just too weak to fight me without weapons,” Rogue said.
Carol felt her anger rising “You think I can’t tear you apart with my bare hands, well I’ll be happy to prove you wrong slut”
“Bring it on bitch” Rogue grabbed at her wrecked costume and peeled the rest of it off her body leaving her completely naked.
Carol hesitated for a moment but then followed suit stripping down so she too was in the nude.
For a long moment, they both stood there glaring at their rival’s body. Excitement mixed with hatred rising within them. Until with a yell, they both ran forward and clashed. Their fingers interlocked as their hands met and they both pushed as hard as they could on the other whilst screaming their heads off in rage their sweaty naked bodies strained against each other with everything they had.
“UNNGG” Rogue grunted in exertion “You’re going down you blonde bimbo”
“UNNGGAA, not fucking likely slut” Carol shouted back. The naked women staggered around together pushing each other back and forth it was not clear who had the upper hand. Carol managed to smash Rogues back into a wall making the younger woman grunt as it nearly collapsed around them but she twisted and flung Carol into it as well then they stumbled away leaving two large holes in the wall.
Next, the test of strength brought them over to an abandoned car. Rogue gave Carol an extra hard shove and she fell into one of the doors buckling it. Carol grunted but then pulled on Rogue and they both fell into the car crushing it into a flat piece of scrap metal with their naked bodies, but still they wrestled pushing and pulling on each other until they found their feet again and stumbled away, leaving the car almost unrecognisable.
They were both now sweating profusely and all the noises they could make were grunts of exertion as they tried to force the other one back. Rogue finally had enough of being thrown around and planted her feet in the road and pushed back on Carol as hard as she could. Carol too, decided to hold her ground and she strained her muscles against Rogue. With the two super-strong women putting everything they had against each other the ground around their feet began to crack. Slowly they sank into a crater as the concrete beneath them crumbled away but even still they didn’t stop the test of strength. Sweat running down their bodies arms shaking violently they gradually push their bodies into each other and their breasts met, their nipples sticking into each other’s tits.
“Bitch” Rogue snarled.
“Slut” Carol growled. This was all the words they could spare concentrating completely in crushing the other. The crater they had created grew larger and larger. Cracks from it spidered up the nearby buildings but still, they didn’t stop.
Every muscle they had in their sexy bodies was straining. Their boobs flattened against each others.
Finally, it became clear to Rogue that she couldn’t keep going for much longer. As much as it pained her not to continue pushing back against Carol she knew she needed to try something else to win the fight. She allowed herself to take a step back pretending to be weakening quicker than she really was. The grin that spread over Carol’s face was infuriating as she thought she was winning.
“Yes got you now,” she said forcing Rogue to the edge of the crater. “I knew I was stronger than you bitch”
“Maybe, but you’re not smarter” Rogue smiled and then activated her power.
Carol gasped immediately as she started to feel her stamina being drained away and added to Rogue’s own. She quickly tried to break contact with Rogue but the busty mutant trapped her fingers in her own and continue to take her power. Rogue easily pushed Carol’s quickly weakening body to the other side of the crater.
“No No No,” Carol said panicking. “You cheating slut using your powers against me”
Rogue just smiled “it’s like you said bitch, we never discussed any rules” then she leaned in and kissed Carol on the lips draining her power directly from her mouth. Carol moaned and did her best to break the kiss but all her power was being drained away. Rogue pressed her sweaty body into Carol’s to get as much body contact as she could to suck away all of Carol’s energy. Whilst continuing to make out with her. Carol struggled but Rogue had her well and truly pinned. Saliva ran down both their chins as Rogue hungrily drained away all of Carol’s remaining energy.
Finally, Carol stopped struggling and just slumped against Rogue’s body with their lips still locked together. All of her fight had left her with her energy. Rogue finally broke the kiss smiling down at Carol’s limp body. She gently pressed one finger against Carol’s breasts and pushed. Carol was so weak at this point that the light touch was enough for her to fall over into the rubble. her body seemed a little deflated some of her muscles and curves looking smaller than they had before. Rogue had been feeling completely exhausted at the end of the fight but now she felt like she could go a couple more rounds with her stolen energy.
“That’s what you get when you mess with an X-men bitch” Rogue spat. “The Avengers has got nothing on us”
Carol moaned something incomprehensibly.
Rogue knelt next to her vanquished foe. “Don’t feel bad, you were always going to lose this fight, you know you should have just made up with me when I gave you the opportunity but no you had to be a bitch, and now look at you, pathetic”
“Fuck…….you” Carol managed to say but even this cost a great deal of effort.
Rogue just smiled “and now to take my prize”
“Prize? What?” Carol said listlessly.
Rogue placed her hands on Carol’s sweaty tits. “Here is a little trick that I learned I could do with my powers,” she said grinning. She began to leach off Carol again but instead of taking her energy, she absorbed some mass. Carol’s perky tits began to deflate as Rogue sucked them away.
“Noooooooooo” Carol moaned but she couldn’t do anything to stop Rogue. After a few minutes Rogue relented and took her hands away from Carol’s breasts which were now easily a couple bra sizes smaller than they used to be.
Rogue grinned and cupped her own breasts which had grown the same amount that Carol’s had shrunk. “Nice,” she said admiring them.
“You……slut….. Give…….. It….. back…………..” Carol moaned. She vacantly reached out her hand towards Rogue but it quickly fell to the ground.
Rogue pretended to think about this for a moment “No, I don’t think I will, you get what you deserve bitch” and with that, she walked off her new larger breasts bouncing as she did so. Leaving Carol lying in a pit naked and seething with anger her tits smaller than they had been.