This story is intended for adults only, so anyone below the age required of you in your country/state is not allowed to read this story. If you are below that age and read regardless you release me from all responsibility whether you read this disclaimer or not.

The characters contained herein are the property of Marvel and DC Comics, and are used without permission, however no copyright infringement is intended and no profit will be made from the distribution of this story.

The story is based in the time between issues four and five of JLA and Avengers, it's a What If? or Elseworlds story and is not part of real (non-porno) DC or Marvel Continuity.

The teams are as follows:

JLA - Superman, Batman, Martian Manhunter, Wonder Woman, Flash, Green Lantern, Aquaman and Green Arrow.

Avengers - Captain America, Thor, Iron Man, Scarlet Witch, Hawkeye, Warbird, Justice and Firestar.

With appearances by Oracle, Nightwing, Tomorrow Woman, Tigra, Moondragon and Eros.

You can make a request, compliment or criticize this story, send your e-mails to - [email protected] - and tell me what you think.

And now, finally, here is the story!

Avengers/Justice League Of America: The Forgotten Part 11 (FF)
by Dimitri Maximoff

Carol shook her head in confusion, what was going on, this was just too freaking weird.

As Carol watched, helpless to move, Pepper came forward, grabbed her sheets and pulled them down, exposing the Avengers naked body to all.

She felt her face flush hot with shame as she noticed the Doctor cast an appraising eye over her, although why he would when a hot little number like Pepper was bending over her and exposing her ass and pussy to him was beyond her.

"Hey... you shouldn't be here," she muttered at the Doctor, she finally noticed his name badge, which bore his name, Dr Robert Kincaid, it sounded like something out of a soap opera.

"Actually," said the Doctor, "As long as a nurse is present it's perfectly fine for me to be here, and I must insist on seeing your skins reaction to the water, just to make sure there is no problem with the resilience."

"Don't worry about Bobby, honey," grinned Pepper, she was chewing gum Carol realized dimly, "He's totally... ummm... what's that P word?"

"Professional," said Dr Kincaid with a smile.

"Yeah, one of them all right," she grinned, she had taken off the rings she wore on her fingers and placed them next to the bowl, and now she was soaking the sponge in the water.

"Look, please," said Carol, "I remember quite distinctly being in a competition with the Avengers against some people called The JLA and I gotta get back, so please just let me..."

"Shhh, honey," murmured Pepper, she lifted the sponge up, "Lucky thing that the special poly whats-its on the sheets make the water run right off, we don't have to change the sheets or lay down plastic or anything... you don't even have to sit up."

Carol gasped as warm, soapy water fell down off the sponge onto her breasts, she jerked slightly and water bounced off them, then Pepper was pressing the sponge down onto her neck.

"Interesting initial reaction," murmured Dr Kincaid, "Despite the warmth of the water, she reacted as if it was cold, obviously the newly regenerated skin is extremely sensitive.

Carol wasn't listening, instead she was trying not to show any reaction to the sensations racing through her as Pepper expertly massaged her breasts with the soft, yielding sponge. Her nipples grew erect, the red bright through the soapy residue on her tits, she gave a little gasp as Pepper pulled the sponge away and cool air hit her breasts.

She closed her eyes and tried to relax herself, calm down and forget that an incredibly beautiful young woman in a tight nurses uniform with no panties was giving her naked body a sponge bath as a handsome young Doctor was watching with detached interest.

"Oops," said Pepper, Carol opened her eyes and saw that Pepper had plunged the sponge into the water too quickly and caused it to splash up onto her uniform, nothing was showing but the nurse looked perturbed anyway.

"Ahhh geez, I don't want to walk around in a wet uniform all day," she thought about it a bit, and then with no hesitation whatsoever unbuttoned her shirt and pulled the uniform to both sides so it hung down around her waist. She wore no bra, and her large breasts were impossibly large and firm, but looked natural. For a second Carol had an image of engulfing them in her mouth and suckling on them, she shook her head to clear the image.

Then Pepper had walked back over to the bed and was sponging Carol's waist, each motion making both women's large tits wobble, a fact that Dr. Kincaid seemed to be taking great interest in.

Each stroke and arc of Pepper's sponge sent a flash of pleasure down into Carol's loins, and if she hadn't been bound she was sure that her hands would have already slipped down so that she could frig herself senseless.

That was the worst thing, her ankles were bound on either side of the bed, which meant that while they weren't spread wide open, they were open enough for everything to be on display. She could see the Doctor staring down at her shaven pussy lips, her lightly trimmed rectangle of dark pussy hair, and she knew her cunt would be glistening brightly as she got wetter and wetter.

Now Pepper was sliding the sponge down over her hips, sliding it down over the sides of her ass cheeks, then she brought it up over her thighs and pressed it in between her legs, sliding the warm, soapy wet sponge over her pussy hair, pressing it firmly - too firmly surely! - against her cunt.

Carol couldn't hold this in, she let out a gasp of mixed shock and pleasure as her body thrilled at the contact.

"Wow," grinned Pepper, her breasts were glistening lightly with some of the splashed soapy water, "You like that, huh?"

"Wha...? No, I mean... my skin's just sensitive, like the Doctor said...."

"Sure," laughed Pepper, her giggle high pitched and carefree, one of the kind of laughs only heard from the truly free or the very stupid, Carol was fairly certain which Pepper was, but there was a cunning glint in the young nurse's eyes which did something to her... frighten her? Or stimulate her? "I don't mind," Pepper said, and Carol felt a finger slide up into her pussy suddenly, unexpectedly, sliding in past the warm sponge and sending a shock of sensation throughout her system, "I like making people feel good, especially sick people."

Carol stared at her with wide eyes, but she didn't say anything, instead she just let Pepper slowly slide her finger in and out of Carol's cunt, and then her thumb pressing against her clitoris.

"Huuuuh," moaned Carol, pushing her ass up slightly, Pepper's other hand was still sliding the sponge over and around her lap, covering her other hand which squirmed about in Carol's lap.

"I uh... I've got to continue my rounds," said Dr. Kincaid, "I'll be back soon Nurse," he had been openly staring at Carol's glistening, heaving breasts and Pepper's swinging, lightly water-sprayed breasts, and an obvious erection was pushing against his pants. He turned and left.

"Please," moaned Carol, dropping her head back and closing her eyes, "I'm not gay... I...."

"Don't have to be gay to enjoy this," giggled Pepper, "Now that Bobby's gone, let me help you out a bit more."

She had been pushing two fingers in and out of Carol's pussy while her thumb had rubbed hard against her clit, but now she pulled her fingers out, leaving what seemed like a vacuum in Carol's desperate, clasping pussy.

"Please... I.... that was nice," Carol moaned, ashamed that she was so aroused, but also desperately wishing that Pepper would put her fingers back in, it had felt good to feel someone else's fingers in her cunt that her own for a change.

Pepper grinned at her, licking her lips in a way that would drive most men wild in desire, and had a similar affect on Carol. Her large breasts were heaving up and down, her small nipples were erect and seemingly pointed right at the bound Avenger.

As Carol watched, Pepper hopped up onto the bed, getting on all fours and dipping her head forward like a cat ready to lap up some milk, which in a way she was. Carol moaned in pleasure as she felt Pepper's breath against her pussy, and then even louder as she felt the end of the half-naked nurses tongue lightly brush between her sensitive cunt lips.

Carol moaned softly at the delightful pressure of the hot, young nurse's mouth against her clit, and began to push her hips up, driving the glistening, parted lips of her tight, juicy snatch. She had forgotten all about the JLA, The Avengers, The Forgotten and all this crap about being in a car crash.

* * *

Avengers Mansion - Marvel Earth.

Jarvis hummed as he dusted the coffee table.

Jarvis hummed as he vacuumed the carpets.

Jarvis hummed as he scrubbed out the toilets.

Jarvis hummed as he walked out of the toilets and bumped into Ultron.

Jarvis stopped humming.

"Fleshbag," muttered Ultron in contemptuous dismissal, "Where are The Avengers?"

" goodness me," replied Jarvis.

Ultron pushed past Jarvis and walked down the hallway, as if he owned the place.

"J.. Jarvis.... Jarvis to Vision," stuttered Jarvis into his Avengers card.

He gave a jerk of fright as The Vision - or rather a holographic image of The Vision - appeared next to him.

[May I assist you?] Vision asked.

"Vision sir," gasped Jarvis, "Ultron is here."

[I have not detected the presence of any intruders,] replied Vision calmly,[And I am hooked into the computer alarm system.]

"I'm telling you," whispered Jarvis in terror, "He just went down the stairs!"

[I see no reason why you would lie,] Vision responded,[I shall make my way downstairs and attempt to locate him.]

Without another word the Android Avenger slid down through the floor.

Ultron nodded as The Vision appeared.

"As I was told," it said as Vision appeared, "You're body has been destroyed, you are now only a hologram!"

[How did you manage to get through the Security Systems undetected?] replied The Vision coolly, dispassionately.

"None of that matters!" roared Ultron, "The Mansion is deserted, and your security will not try to stop me, even if you commandeer it! I am going to go down and destroy your body... you are just a pale imitation of myself in any case, I should never have made you!"

The Vision stood still, contemplating thousands of different scenarios and strategies, and as he did so a blast of green energy smashed through the wall and into Ultron, ripping the creature into shreds.

[Curious,] noted The Vision,[If that was Ultron, then it had downgraded it's quality control, Ultron should be made of adamantium, an unbreakable substance.]

"I don't know what adamantium is," said a voice, and Vision looked up into the eyes of an incredibly beautiful young woman.

"Hi," she said with a smile, "I'm Tomorrow Girl, I'm here to join The Avengers."

* * *

"Ahhhh, yes... that's goood," Carol Danvers - Warbird - moaned, her large, wet breasts heaving up and down as she arched her back, driving her head back into the pillow, her eyes closed as she gave in to the feelings rushing through her body.

Her clitoris and cunt lips seemed to shudder as Pepper eagerly plunged her tongue deep into her new lovers cunt, a depth charge of pleasure exploded throughout her lap, running from her cunt down to her toes and up into her brain. She wasn't thinking of anything else anymore except how good this felt.

"HUH!" she grunted happily, "Yes, that's good.... suck me, eat me out please... I.... it's so.... yes!"

Carol had had her pussy eaten out before, of course, she was a woman who knew what she wanted and usually got most men to comply, but she'd never had her cunt fucked by a female's tongue, and it was something completely different. Whereas most men tended to shove their tongue hard and deep between the pussylips, using it like a smaller cock, Pepper used it as a fine tool, licking and flicking with it here, sliding it up and down the length of her pussylips, then flicking it up over her erect clit, the sensation was incredible.

She ground her hips up against Pepper's face, lifting her firm ass up off of the sheets as she tried to push the nurse's tongue deep into her cunt.

"What's this!" cried a voice suddenly, Pepper's mouth froze around Carol's clit, which she had been beginning to suck on. Carol's eyes opened wide and she found herself staring at Dr Robert Kincaid, staring at them in shock.

Pepper turned about to look at him, her mouth was dripping with a mixture of soapy water and the Avenger's pussy juice. She grinned slyly, totally confident, since she was on all fours her skirt had pushed up over her ass, exposing her firm, tanned ass cheeks and pink, shaven pussy lips. She waggled her ass at him and grinned widely, her perfect teeth flashing white.

"Don't just stand there Doc, jump on in and enjoy the party."

Dr Kincaid's eye's widened, then he looked about, as if expecting to see a camera on him, then he closed the door and started forward after only a moments hesitation.

Carol's eyes remained wide as he dropped his white jacket to the ground, loosened his tie and pulled it off. Then he pulled his shirt up over his head, exposing a well built, muscular chest and arms, he had no tan-line. Then he unbuckled his belt, slid his pants and boxers down exposing a large, thick cock that was half hard and growing harder.

- I want that thing in me! - Carol thought, still in an erotic daze from Pepper's tongue fucking.

Pepper had been lightly sucking on one of her fingers, now she turned to look at Carol, that same sly grin crossed her face,"I know that look... somebody wants Bobby's big dick up their pussy."

Carol started to make a half-hearted protest, but Pepper just giggled and placed her finger, wet from water, saliva and Carol's own pussy juice, on Carol's lips.

"Shhhh baby, don't say anything, I got plans for your mouth."

Saying this she began to crawl up the bed, moving over Carol's body, when her ass was over Carol's tits, she reached behind her with one hand, grabbed the skirt and pulled it up so it was up her around her waist, now everything was on display. Dr Kincaid's cock was fully hard now as he stared at Carol's parted cunt lips and Pepper's tight, firm little ass.

As Carol watched with a mixture of apprehension and anticipation, Pepper placed her knees on either side of her face and lowered her pussy down towards her face.

"Come on, Warbird," Pepper giggled, "Use your tongue, show me you can give as good as you get."

Carol hesitated, the use of her codename had temporarily reminded her of The Avengers, but then her bodies needs took over and slowly, carefully she pushed her tongue out and lightly brushed it between the folds of Pepper's pink pussy lips.

"Ooooh, yeah," moaned Pepper, "That's good... nice and gentle, I like that, but I think Bobby hear wants something a little harder, a little bit faster."

Kincaid was staring at the two of them with his mouth hanging slightly open, holding his cock in his hand and lightly stroking it.

"Don't just stand there," giggled Pepper, lowering her cunt a little more, forcing Carol's tongue to part her pussy lips and push up a bit deeper, "Come put that big thing into Carol's cunt."

Carol didn't hear this, she was too busy concentrating on the taste of Pepper's pussy, it was a sweet flavor that went down the throat easily, and also the fluids furthered the build-up of saliva in her throat, which was helping clear up the dry throat from her hangover (the painful throbbing in her head had been replaced with a pleasurable throb that seemed to reverberate throughout her entire body). So it was that it came as a bit of a shock when she felt something thick and hard, something very familiar, pressed up against the entrance to her cunt.

"Huh?" she murmured, but as she spoke Pepper pressed down again, so her cunt was plastered firmly (but not too hard) against her mouth, and so her cry of pleasure as Dr Kincaid pushed the first few inches of cock into her cunt disappeared into the young, hot nurse's pussy, sending a pleasant vibe throughout Pepper's crotch.

"Immmm, yeah, keep that up baby," she said, one of her hands was busy, the fingers pressing hard against her clitoris, the other had slid back onto the bed next to Carol's body, supporting her weight.

* * *

Vision glided over to the shattered remains of Ultron's bodies, he scanned the structure of the metal.

[Tempered steel] he said,[Very strong, but nothing that couldn't be dealt with, I find it unlikely that Ultron would attack Avengers Mansion with a body of this nature.]

Tomorrow Woman had been standing in her heroic, rescuer pose, but when she saw that Vision wasn't paying any attention to her she gave it up and moved forward to stand next to him.

She wore a green costume with orange, metallic trim. Her hairdo was either retro nineteen fifties or that of a dominatrix. With the thigh length boots and transparent skirt over her 'bathing suit' she seemed more like the domineering type.

"Ummm, can I get a thank you over here?"

Vision turned and looked at her, he slowly looked her up and down, from head to toes.

"Like what you see?" she asked, a little annoyed that a hologram of an android would be checking her out.

[My apologies,] replied Vision,[I was checking to see if you were a construct of Ultron's, but I have detected a heartbeat, you have blood flow and show signs of respiration. I have come to the conclusion that you are human.]

"Well thanks, anyway, like I was saying before I was so rudely

This time Vision did interrupt her.

[This has been a ruse, the real Ultron is in the lower basement where my body is being repaired, excuse me.]

He disappeared.

Ultron was indeed in the basement/laboratory where the Vision's body was being repaired, but he was not attacking the helpless androids body as Vision had expected, but in fact seemed to be speeding up the repair process.

[Ultron, please halt] said The Vision simply,[I do not know what you are doing, but probability studies indicate it will not be beneficial to my well-being.]

Ultron laughed, a harsh, metallic sound.

"Indeed? I have pushed forward your bodies repair, it is now completely healed."

Experimentally the Vision willed one arm to move, it did, he did a diagnostic scan and found that his systems were running twenty-three percent more efficiently.

[Curious,] he said, still projected a holographic image of himself out,[Why have you done this.]

"For the same reason as always," replied Ultron, his metallic voice sneering with contempt, "Or can't your probability scans work out what that is?"

[You want revenge on either The Avengers, myself or Dr Henry Pym,] replied The Vision promptly,[How does facilitating my repairs work to your advantage?]

"Because I created you," replied Ultron with a cold laugh, "Because only I fully understand how your systems run! It's true that your mind is based on the brainwaves of Simon Williams, The Wonder Man, but I installed a number of failsafe commands that cannot be deleted, they're imprinted on your brain algorithms permanently!"

Vision did an extensive internal scan of his mind,[I detect no such algorithms.]

As he spoke, Tomorrow Woman came down the stairs and looked in confusion from The Vision's hologram, to Ultron to The Vision's real body.

"Ummmm, this is weird."

Ultron's eyes almost seemed to light up as it saw her, he pointed directly at her, "Vision, override command Pym-Payback, authorisation Ultron 1-1 Alpha."

[I do not know what that is supposed to do,] replied Vision,[But I will not...]

He broke off as his body suddenly stood up and pulled free of the repair wires... but Vision was not ordering the body to make those movements.

[Cease,] said Vision, but his body simply walked through him like he wasn't there... and strictly speaking he wasn't.

"Grab her!" cried Ultron, "Grab Janet Van Dyne!"

[That is not Janet Van Dyne,] said Vision,[The similarities are superficial at best.]

Ultron did not listen, it had an air of almost feverish anticipation about it.

"Ummm, hi," said Tomorrow Woman, watching uneasily as The Vision's body approached her.

[I cannot control my body,] Vision informed her from his holographic image,[I do not know what Ultron intends for my body to do, but it will not be pleasant.]

His body stopped directly in front of her. Tomorrow Woman stood watching it uneasily, it looked remarkably powerful.

Suddenly, unexpectedly, Vision's arms came up and grabbed her breasts through her green costume.

"HEY!" she cried, looking up at Vision.

[I apologize,] replied Vision,[I am not in control of my body.]

Tomorrow Woman began to step back, but The Vision was holding on to her costume, so as she stepped back the costume pulled away with a loud tearing noise.

Her breasts sprang free, large, soft and plump, her nipples small and erect.

"Woah! she cried, and blasted a tk burst at The Vision's body.

But the android shifted the phase density of it's chest, so the tk blast traveled through it. Then it took another step forward, reaching again for her breasts.

She sidestepped, and it moved after her, again she was easily able to sidestep.

[Keep away from it,] said Vision,[I will endeavor to take control of it again.]

"Don't worry," Tomorrow Woman said, wishing she had something to cover up her bouncing tits with, "It seems pretty sluggish, I think I can keep away from it's wandering hands."

Ultron just laughed.

"Give it up Wasp, it'll get you."

She is not The Wasp,] said The Vision,[You should not be capable of such misconception.]

When Ultron didn't answer, concentrating instead on Tomorrow Woman as she leaped nimbly away from Vision's body, her tits jiggling up and down.

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