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It was rarely a good thing to see someone with superpowers hovering menacingly outside your window, though not exactly uncommon for Jimmy Olsen. Seeing one panting like an animal in heat though as her latex clad body did little to hide the arousal... He was definitely scared, but he also had to cross his legs awkwardly as Kara flew through his window.


"Ah Jimmy Olsen I have found you!"

"H-Hey Kara. Uh I'm not sure whatever this is but maybe we could talk before you- HNNK!"

His life flashed before his eyes when she turned into a blur, half-thinking his neck was being broken as something tight wrapped around it till he noticed the leash held in her hand, her panting only growing more aggressive as he really had to remind himself that he shouldn't be finding any of this hot.



"Oookay I mean I'd like to lay some g-ground rules before we go this far with um... What's going on? I thought you had kicked this whole 'taking over the world' thing and GNN!"

It took only a tug to silence him, Kara giggling as her thighs squeezed together. There was a certain level of stiffness in her speech that made him worried she was under control, his worst fears realized as she brought him to heel by her hovering feet.


"Ohh~ I had an incredible talk with Brainiahhhc~! And truly it was a great talk, after all it's silly to think we could restore Krypton with just two of us. I didn't like Brainiaahhn ahh ahhc's solution at first but he showed me the error of my ways, but we both appreciated your input Jimmy. Which is why Braaaainiac allowed me to raise you. Initially you would just be my chosen pet, but we can do better than that..."

He really didn't like where this was all going, the leash starting to glow red as she hooked it into her suit, the glow pumping something down the line as he gulped.

"I've chosen you Jimmy to be more than a pet, more than my concubine. I'm raising you up to help us rebuild the Krypton empire... sister."



"W-W-Wait Kara you're clearly brainwashed just think about this for a second and you'll realize- Wait did you say sistERGHHHH HNNGRAAAH!"

The red glow rolled into the collar, the circlet tightening like a blood pressure machine as the whole thing buzzed at concussion levels of intensity, making it hard for Jimmy to think, feeling like he was at the epicenter of the Tunguskan Explosion as heat swarmed into his throat, erupting into a squeal as his buzzing voice rose.


"Does it hurt? Don't worry Jimmy, soon pain will be a thing of the past, even the reflected sun of your planet's moon enough to give you unimaginable strength. Can't you feel my power filling you?"

He could feel something for sure, the buzz shaking his whole body as his bones clicked, his muscle melting and solidifying in waves as his cries continued to crack and ascend. It didn't take long for his Adam's Apple to sink into his phase shifting throat, the collar shrinking as awkward spurts of pleasure buzzed through his brain as all sorts of conflicting sensations filled his quaking form. His cock was acting like its own vibrator which felt good, his prostate quaking as the heat spread, the red energy pumping into his shrinking muscle as it reformed denser and denser, the vibrations making his rising pitch turn him into some kind of human tuning fork as it reached a familiar note.


"Ahh, now that it's my voice I can tell that isn't pain you're feeling. Yes I know, isn't the feeling of Krypton glorious?"

It wasn't like he had the capacity to even hear her, his eardrums drowned out by a series of crunches and slithering squelches, his eyes rolling up as the constant quaking of his head turned his brain and muscle seemingly to quicksand, the bones sinking softer, rounder, cuter, his cock beginning to leak as cells throughout his body were hijacked with one simple order; REPLICATE.


Of course this all meant things had to be replaced, his lips trembling as they shifted, a bit thinner but poutier, teeth grinding down amidst the buzz as the plates of his skull smoothed over. His tight, black hair prickled as frizzes popped it from its stylized jut, individual follicles tingling as a gold color spread from the roots, his tightly shaven bangs erupting in a springy mass of golden sideburns that spread to drape his shoulders as his forehead crunched down in a sudden, blissful press.


"AHHHHHHHHN~!"

All he could do was moan as his cheeks softened, every pleasure center erupting as Kara watched eagerly, Jimmy's sweats kicked free as cum erupted out his cock in an odd tan color. Melanin was being sucked and sent out as waste, his brown skin paling with each eruption as his eyes slanted in cross eyed bliss, Kara tutting a little.


"You know we did want to keep your skin the same shade purely for sun efficiency, but this kind of conversion is an all or nothing deal sadly. Though mmm~ seeing my own Kryptonian face emerge is mmm~..."

Kara showed no shame as she felt herself up, enjoying the show as his eyelashes fluttered, the irises flooding with blue as his thicker eyebrows flexed over a softer brow, turning from bushing dark caterpillars to slender blonde knives as another gush of cum squirted out his cock. His skin was its own turn on as the shifting color came with an amped up sensitivity, his nipples poking hard against his sweatshirt as his nose popped into a cute little jut, his complexion more tanned than black as he hugged his shrinking form.


The next few releases were especially brutal, Jimmy feeling like a wrung out towel more than a person as he sank into his sweatshirt, fingers slipping under the sleeves as his shoulders buzzed, sank and relocked over and over, muscles slimming his whole form down to a dense, spry figure as the buzzing faded to just a pleasurable hum, letting him hear his own feminine pants for the first time.



"Ahh wh-what even was thaaaht? Huh K-Karaaa~? Why do I sound like- OHHH~!"

He gripped his stomach, feeling further pleasure punch down as his thighs squirmed against his cock, his thinner waist turning curvy as melted shreds of his former physique squirted out, leaving him collapsed as a new kind of heat built across his body. He had heard stories of probing and all kinds of alien conspiracies during his podcasting youtube days in high school and college, but this was a whole other kind of invasive intensity as his tanned skin paled even further, hairs flexing off tight compact muscle whose strength sent burst of endorphins flowing freely. Everything elt incredible, even his own desperate squirming enough to keep his cock thoroughly hard as Kara enjoyed watching him frantically rub his increasingly girly body.


"Yes my form is exquisite is it not? The glory of Krypton in the flesh! I'm so glad you also think it's just as good, though I wish to see more of your conversion."

She flicked a few buttons, a spray of red mist leaking out the collar as Jimmy's oversized sweatshirt squeezed tight, his hands scrabbling as it exposed his midriff, curves squeezing tighter as one especially strong gush sent his spine arching as he moaned. His wardrobe had shifted to her more casual look, his nipples feeling pinched inside a tight vest, his pulled up undershirt showing off a flattening, toned core and a pair of drenched superman boxers that made his cock feel on fire as his erection struggled inside the cotton bounds. That's when the first gap wriggled, Jimmy squealing as his hands shot lower, confused at where these pleasures were coming from as his balls pulled tight.


It felt less of a single spot as much as a radiating burst of pleasure, thinner leaks exiting his cock as his insides wriggled, a thin line of sucktion forming under his superman boxers as the pleasure turned from outwards gushing more to inwards thrusts.


"AHHN K-KAAAARA M-HAAAKE  IT STAHHHP~! SUHHHMTHING'S BUUUUUHBBLING INSSIIII- HYIIII AYYYYYYEEEE~!"

His body instinctively thrust forwards, his balls ramming against him as fluids weakly trickled out thin and colorless from his tip, the collar pulsing as much needed sugars entered his bloodstream, converting to fat as his bony figure rounded out. Jimmy's moaning turned more frustrated and hot, all of his tenderized skin now being teased internally as appealing layers of fat swam over his muscle, making his true strength look appealing plush as his arms softened, fingers twitching as growing nails spread over twitching, needy fingers.


His hips moved rhythmically now, the radiating pleasure digging in bit by bit, the back and forth sawing driving him wild as his balls were bathed in estrogen, his face screwed up as sperm lost its tail and thickened to eggs, veins pulling taut as his balls were gently pulled. Now when he came most of it unsatisfyingly backfired, spilling into the hardened muscle of his ass, his hands kneading at softening flesh as the plush, tender fat continued to pulse inside.


"Stop? Why would I do that? You're being made better, though what's with that confused... Oh I see. That's happening."

"Wh-haaat's hAHH AHHN OH GAAAAAWD~!"

For the first time there was a proper tug, Jimmy almost jumping in the air as his thighs squeezed tightly, a gap wriggling wider as his jiggling ass cheeks forced his hips to spread, a wide crack sandwiching his cock as his angled-in thighs filled out before his eyes. A shudder ran through his cock, the tip turning a hot pink as pleasure conducting nerves multiplied, his moans turning to hiccupy shrieks as even the slightest touch made him buck like crazy, his hands tearing at his bunched up boxers as each weak orgasm seemed to make the entire shaft compress, hands rubbing all over as the pleasure crested beyond what he could take, groping and rubbing all in a desperate instinctual urge to cum the way his body wanted.


"Don't worry Kara, just relax and let it go, trust me you'll feel much more complete. This is the most important part of Krypton's rebuilding."

The last thing he could do was relax, feeling like his cock was cyclically cumming as everything tensed. His body was scrunched together, keeping his eyes open a struggle as his balls continued to worm inside, his entire shaft pounding itself shut as his tip sealed, the whole thing throbbing as each one pulled it slimmer. The nature of his fidgeting turned sensual, low lusty moans replacing the panicked shrieks, too much building heat pounding in as he squeezed the tenderized shaft between his thighs, his left testicle sucking in with a wet pop, the thin gap widening as he felt it slurp in.


Pleased groans and grunts followed, his hands pulling aside the soaked blue boxers to rub at the spot,  unsure how to pleasure it beyond adding pressure as two more bucks forced his other in, the blissful tingles running down his legs as his calves and feet curved. He couldn't take it, his moans rising to a continuous squeak, the base of his cock spreading open as lips throbbed, hungry muscles tightening as his cock densified deeper, slimmer, tighter, a dam of repressed want building inside without the proper trigger to release. His innards were twisting and tunneling, estrogen pulsing as his nipples widened, Jimmy's brain shaking as the collar gave another round of devastating quakes.


She screamed till her throat went sore, something bursting between her hips, a tunnel fully opening as her straw like cock plunged in, her tip condensing to a clit as clear fluids squirted out in waves, Kara moaning with her at the sight of her almost twin as Jimmy slowly came down  from her orgasmic high. At first she didn't realize what the odd sensation of teasing was, cooing out pleased noises as she realized her bunched up boxers had slipped inside her new slit, the new girl giving a confused, aroused eke as she became aware of her new sex.



"Y-You turned me into yooooh~?!"

The slick boxers slid back, rubbing his new lips in a way that made an aftershock of bliss rumble through his body, his nipples pert as small bumps formed under his nipples.


"Yes, now you're one of the chosen ones. I've upgraded you from a pet to a proper Kryptonian. Isn't this great Kara?"

She stood with her arms outstretched as if she expected her new twin to join in.

"NOOO! I didn't ask for this! Oh gaawd m-my cock nngh it's still s-squirming why would you-"

"Here let me run the program that made me love this idea. I'm sure you'll learn to love being me soon enough."

"-do this to- Wait what are yo-HOO OOOOH~ WAAAAAAIT!"

Another few presses and the collar tightened further, the glow turning black as the former misters splatted out sticky lumps of black latex, the material molding to "Jimmy's" body as the entire thing began to buzz.


"K-HAAA AHHHRAA~! Y-OOOH CAHHHN'T NNGH AHHH~!"

It didn't take long to fully encase her, a copy of Kara's suit trapping him as a living mass of latex fondled and buzzed over every inch, a carved out cameltoe showing it was half-filled as the suit glowed red, Jimmy struggling as her body was sealed so tight she wasn't even allowed to cum. It had thrust when she had said Kara's name, edging her to an even further plateau of pleasure, sparks running through her head as she struggled not to lose it.


"PL-HEASE I'M A HUMNNGH ARRRGH NAHHT A KRYPT-AHHN AHH YES!"

A mental shock ran through at calling herself human, the suit thrusting deeper inside when she said Krypton, the word echoing in her head as each struggle to remember her name faced a similar feeling, Jimma quaking as the suit molded up her cheeks, plugging into her ears as copies of Kara's voice whispered into his ears, "Krypton, superiority, Kara, bliss, control."


"K-KAAAHHRAA I'M- AGH NOOO I AHHH~ HAHAH WANT TO DAHHMINATE- GRAAAAH~!"

Memories sparked, years of propaganda flooding into Kima's head every minute, the repeated conditioning spreading as her mostly flat chest continued to swell, much like her pride as a Kryptonian yes she must rebuild- 


THMMP THMMP THMMP


She couldn't even count how many times she had kara Nngh fuck her chest so tight, so karagoooohd~! Kama could feel something breaking, too much pleasure, too Kara much Kara fuuuuuuck she could Kara feel each give Kara make her breasts KARA ooh yes her Kara perfect, springy Kryptonian Kara God she had to rememKaraber she wasn't some... human? KARA Nngh the KARA voices were getting KARA yessss~


"OHHhhhHHHHhhHHH CUHHHMMING PLE-HEE-HEEEEASE CAAAHN- OOH CAAAHR C-K-KAAAAHRAHHHHGH AHHHGH FUUU-HUUU-HUUUUUUHCK~!"

She KARA could barely KARA think every YOU thought filled WANT with the truth nooo sh-she wasn't- TO BE Kara she KARA wanKARAted to KARA b-b-beeee~ KARA KARA neeKaraded tKarao KARA KARA KARA KARA was KARA KARA KARA KARA KARA KARA always KARAKARAKARAKARAKARAKARAKARAKARAKARA


"YES YES YES YES KARA KARA KAAARAAA I'M AHH AHHHN AHAHAH NNGH GAHH K-K-K-"

Everything popped, five minutes enough for her mind to be completely overrun with the absolute bliss of her new body as she screamed out her new name amidst a wave of conditioned bliss.


"KAAAAAARAAAAA~!"



It took another ten for her to come back down, the new Kara enjoying her newfound perspective greatly, especially when she looked down, fondling every inch of her body through the tight grip of the bodysuit though eventually the rest of the conditioning took greater prominence as her face turned more serious.


"Enjoyed yourself Kara?"

"Of course, I feel gracious to be chosen to help rebuild, though we still have one roadblock remaining..."

"Ah you mean Clark?"

"Yes."

Kara smiled at her twin, giving a small twirl before stopping.

"I much prefer how Kara slides off the tongue now. Brainiac truly thought of everything. All that's left-"

"Is to rebuild... Though since we have no real rush and no true obstacles, p-perhaps..."

"Oh I know, me and the original had fun too. It's good to make sure... everything was copied over perfectly."

And so the two Kara's enjoyed themselves, truly feeling just how much better their bodies were as they stripped, domination just a matter of time as Kara felt thrilled how easily everyone would soon see the glory of Krypton…



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