"What a disaster..." Hunter mumbled to himself.
The acting leader of the Ferocious Z's, a small all-male sub-branch of the Heroic League, was looking at reports from the carnival. The emergence of a new villainess was jut what they needed on the day they finally managed to eradicate the Villainous League.
"Sixteen dead, and a whole crowd in shock. In our turf." He solemnly announced. His colleagues looked on, faces heavy. Despite the historical day no one seemed in the mood for celebrating.
"Any clues? Witnesses?" Stoneskin asked.
"No reliable ones. Only witnesses we have are all deeply traumatized, just muttering about a "Goddess" of some kind. And the victims..."
He needn't say more. All of them had seen the casualties: Overtly muscular men, in ragged clothes, dead on the ground.
"Must've been quite the chick to cause such a reaction!" The cloner of the group exclaimed, earning immediate ire from the others. Hunter especially bore his yellow eyes into him, swiftly silencing the jokester.
"Split. Not the time."
"Got it, boss..."
The somber mood was broken by a soft, flirtatious voice.
"Aww, why the long face? Is it because of dear ol' me?"
The Z's turned to face the door of their hideout, the tirple-layered security inexplicably pierced by an almost naked incredibly beautiful woman, only an ornate satin cape covering her modestly, but proudly displaying the heavy swells of her breasts, her door-wide hips and her swollen tummy.
Those were the last free thoughts that went through the heads of the Ferocious Z's, as Amanda's pheromones burst into the room, flooding their senses with her essence as she smiled.
Amanda had left the carnival as soon as she could, using the chaos to mask her escape before the heroes arrived. Her new abilities were wonderful, but not exactly suited to battling a large amount of heroes at once. No, she'd need her wonderful children for that. And what better way to increase her arsenal than to seek out some... "talented" donors to add to her gene pool? As a bankroller of the League she was well aware of some of their subgroups and hideouts. She had chosen the Z's due to their proximity to the carnival, small size and a selection of useful powers.
Amanda walked amidst the heroes, holding back contempt as she observed their colorful outfits struggling against hardening cocks. This hideout was littered with trophies of their "heroics," who knows how many families broken to grant these vermin their minute in the spotlight. Newspaper articles, awards, Amanda scoffed at all of them. The Z's only watched in drunken stupor as their mistress checked their hideout, finally deeming it empty save for them.
"Well, how about you boys go ahead and evolve for me? We have a family to build, after all..." Amanda giggled, blowing a kiss at her thralls as she activated her powers once more.
Shouts echoed through the room, the soundproofing ensuring no one would hear the heroes struggling in the throes of the villainess whose essence was now invading them, overriding rational thought, hijacking their DNA and kicking it into overdrive. Steely muscles burst through tight bodysuits as they underwent the same transformation the men at the carnival had, their masculinity exaggerating to the absolute extreme. But that was far from the only thing that changed.
Amanda's essence burrowed deeper, tapping into the very source of their powers, and latched into it. Hunter's head hurt as his amplified vision was improving, spit flying out in the throes of his transformation as his hawk-like eyes twirled, gaining new abilities such as thermal and x-ray vision. They could also now zoom much, much father than before, the talent which gave him his legendary marksmanship skills. As he stumbled, grabbing a hold of the table, he looked down and saw only the endless void of space. His new vision was drilling right through the floor, the crust of the earth, the planet itself, granting him an unobstructed view of... everything.
Stoneskin's stony skin rippled as his entire being rumbled like a landslide, the powerhouse hero grunting as his rock armor was glazed over by harder and harder metals, going through iron, then steel, then titanium, finally ending up at the nigh-indestructible adamantium, still as soft and malleable as a regular human's skin, but much, much more durable than his old rocky exterior. Even in this form he could feel his metallic muscles stretching, bones popping, magnificent cock stretching as his balls grew.
Split was vibrating rapidly, clones of him appearing and disappearing at random as he changed. The split was happening more and more frequently, him breaking through all his old limits. Where before he could only produce and control up to two clones at a time, now the amount was increasing exponentially, ending up at a whopping thirty by the time his change was winding down. He began to multiply rapidly, only to be met by a psychic slash from Amanda as his clones began taking up too much space.
The rest of the heroes evolved alongside their peers. Glacier radiating cold in his own corner of the room as his ice powers grew, reaching for absolute zero. Paper Man's body dissolving and reappearing into paper multiple times, appearing each time more stacked. The lights flickered as Disruptor's EMP waves caused massive power fluctuations. And last, but not least, an old friend appeared before Amanda as his impressive self-control finally gave out, his bulked up form flickering into visibility.
"Shadow? My oh my, didn't expect to find a rat like you amidst these C-listers. This is where they put you after all your accomplishments? Must've been so disappointing to a world-class assassin," Amanda pondered, prodding the paralyzed former villain with one of her delectable toes. He responded with only a grunt, his enlarged penis throbbing towards her, begging for release.
"Pathetic. A traitor like you doesn't deserve glorious release. In fact, it'd be good if you could just disappear... for good."
Her order was absolute, and in the depths of his lust-riddled mind Shadow could feel the swelling of his testicles intensify at Amanda's unspoken command. Bigger, and bigger, and bigger they became, until finally...
POP!
The former villain's balls burst, showering the room with his seed that soon was siphoned off by Amanda. The others accomplished far less dramatic, but just as painful release, Amanda deciding heroes had no need for pleasure in their final moments. All she wanted was their cum, their delicious, enhanced semen, produced by their reproductive organs in their final moment, containing all of their powerful, evolved DNA.
A torrent of white viscous liquid soon entered her, Amanda smiling as she felt the new material beginning to bond with her ova immediately. Stoneskin's steely sperm busting through her defenses. Split's cum multiplying, overwhelming her with numbers, producing dozens of twins, triplets, quadruplets, quintuplets and so forth. Glacier's and Disruptor's swimmers weakening her defenses with vestiges of their powers, Hunter's seeking out the optimal way in, Paper Man's semen twisting into needle-like forms to pierce through, even Shadow's adequate material stealthily sneaking in and combining with a goddess' egg, starting production on his new daughter that would soon far eclipse her father, followed by dozens of siblings.
Amanda cooed as she laid there, amidst dead heroes, brewing a fresh batch of children, each one immensely more powerful than their fathers. As the cells divided endlessly within her, she felt content. The heroes would fall. She and her kin would make sure of it.