This story is a work of fiction based on fictional characters, if you're
not old enough to read then stop right now. Yadda yadda yadda. You know the

Questions, comments, story ideas should be emailed to the address below. It
should be noted that unless really amusing, flames will be ignored for the
most part.

This is my first non-video game fic and it's also the first fic I wrote that
has yaoi in it. If you don't know what yaoi is or don't like to read it then
find another story. Overall I like how this story turned out.

Thundercats: The Magic Dust (MF,Mf,Mm,mc,magic)
by Mugetsu G ([email protected])

As Lion-O and Cheetara walked through the forest the came on the abandoned
campsite they were looking for.

"Queen Willa was right," Lion-O said as he inspected the empty clearing.
"Those are Monkian's tracks, but he's nowhere to be seen now."

"You're right Lion-O. Perhaps the others will have better luck finding
Slithe and finding out Mumm-Ra is up to," Cheetara replied.

"If we don't I'm sure they will. Look Monkian's tracks lead down two
different paths at the other end of the clearing."

"Hmm... It seems he's trying to throw off anyone who's trying to follow him.
Odd though that he's never done this before," Cheetara commented as she and
Lion-O followed the two sets of tracks to the two different paths.

"Since it's only one of the mutants I think we'll be ok to search both paths
individually as long as we remain cautious," Lion-O said.

"I agree. While it's only Monkian the trees provide great cover. I'll go
this way and you go that way."

With that Lion-O and Cheetara were now walking down their respective paths
looking for clues.

Not much was happening for twenty minutes and Cheetara could see clearing on
the other side of the forest when she heard a rustling sound in the trees.

"I knew we'd find you," she thought to herself as she stood still and drew
her bo and readied for action.

"Thundercat!" Monkian shouted as dove from a tree with his ball and chain in
hand and lunged for Cheetara.

Cheetara turned in time to block the club with her bo. Monkian landed on
both feet and lifted his arm to swing again. Cheetara again blocked his
attack and countered with her own. As the bo was about to strike Monkian
he caught hold of it with his friend hand. He then dropped the ball and
chain and grabbed hold of Cheetara's bo with both of his hands and with one
strong pulled yanked it from her hands.

"You've improved Monkian," Cheetara said as the two of them circled each
other. "But such an improvement is unnatural. I smell the work of Mumm-Ra's

"Indeed you are correct Thundercat!" Monkian hissed. "Mumm-Ra has made me
faster, smarter, and stronger than even mighty Lion-O."

As Monkian finished speaking Jackalman and Slithe appeared from behind some
trees dragging a bound and unconscious Lion-O.

"Lion-O!" Cheetara screamed in shock wanting to help him, but not being able
to because of the three mutants between her and Lion-O.

"You will not get away with this! I will return with the others and rescue
Lion-O!" Cheetara screamed in anger as she turned to escape back to the Cats

"Not this time you won't!" Monkian reached inside a pouch and threw a
handful of magic dust at Cheetara.

As Cheetara attempted to escape she breathed in the dust and quickly found
herself getting tired before finally collapsing to the ground in sleep.

* * *

Cheetara's eyes opened and she rubbed as if she had just wakened from a deep

"Good you're awake," Mumm-Ra hissed as he watched Cheetara stretch her arms
then stand up.

Cheetara turned as she recognized Mumm-Ra's voice.

"My thoughts do not deceive me," he said as he looked Cheetara's nude body up
and down. "You're body is as fit and trim as I imagined and those breasts...
If I didn't spend so much time fighting the Thundercats I spend more time
appreciating you're beauty."

"You'll never get away with this Mumm-Ra! The others---" Cheetara stops
mid-sentence as she finally notices her clothing is gone and she is standing
nude in front of Mumm-Ra. Cheetara attempts to cover up her privates.

"Don't be so modest Cheetara," Mumm-Ra said taunting her. "Now what was it
you were saying about the others?"

"They'll never let you get away with this!" Cheetara scowled.

"The others? You've got to be kidding me!" Mumm-Ra said laughing. "They'll
soon be in no condition to rescue you are Lion-O. Now if you'll just stop
being so belligerent."

Mumm-Ra started to motion his hands and chant something in a foreign tongue
Cheetara didn't understand. Soon her body started to feel hot and she
couldn't resist the change as her mind went from hate to lust for Mumm-Ra.

"No... It can't be..." Cheetara mumbled as she continued to desperately fight
her change of feelings for the old mummy.

"But it can be," Mumm-Ra said with an evil grin as his planned unfolded to
perfection in front of him.

"Ancient Spirits of Evil transform this decayed body to Mumm-Ra the
ever-living!" Mumm-Ra shouted.

"Oh Mumm-Ra!" Cheetara purred as he transformed from his decrepit body to
his stronger more muscular form.

"Yes Cheetara do as your senses tell you," Mumm-Ra said as his bottoms fell
to the floor with a flick of the wrist exposing his overly large and inflated

"Oh my..." Cheetara gleed as her eye's fell upon Mumm-Ra's cock. It was by
far much larger than any Thundercat member she had seen before.

"Good girl Cheetara. Just like that," Mumm-Ra said as Cheetara started suck
on the head of his dick before sliding her tongue further down the shaft.

"I'm glad you like that..." She whispered back as she grabbed hold of his
cock at the base and began to jack it off as her head began to bob up and
down on it.

Cheetara continued to suck up and down on Mumm-Ra's cock as she reached down
with her free hand and began to rub her clit before slipping a finger inside.

She soon felt Mumm-Ra's hands on the back of her head as he began to help her
by pushing her head down on his meat. Cheetara's finger became more intense
as she began to deepthroat more and more of Mumm-Ra.

"Very nice but I'm not done yet!" Mumm-Ra grinned as cock pulsed and then
exploded shooting his ancient cum all inside Cheetara's mouth and down her
throat. Cheetara continued sucking for a few more minutes as she licked
clean his member and swallowed all his seed.

"Now climb on!" He commanded her as Mumm-Ra sat down on his large throne
with his dick still standing straight up in the air.

"Gladly!" Cheetara agreed as she positioned her pussy directly above his
cock and slowly lowered herself onto Mumm-Ra.

"Oh god you're so big!" Cheetara exclaimed as Mumm-Ra's large prick slid
inside her cunt splitting it wide open.

"Excellent fit!" Mumm-Ra said as his dick bottomed out inside of Cheetara.

"It feels so good!" Cheetara moaned as she began to raise and lower herself
onto the large member.

"Good, keep going," Mumm-Ra replied as he penetrated her quicker and harder.

"Oh god! Oh Mumm-Ra!" Cheetara screamed as she felt her walls continually
being stretched more and more. Mumm-Ra's hands were now on her hips helping
to bounce her up and down more and more.

"Ancient Spirits of Evil help me to fill Cheetara up!" Mumm-Ra screamed as
he slammed Cheetara down onto his penis one last time before shooting a
second load inside of her, this time inside of Cheetara's box.

"Mumm-Ra!" Cheetara shrieked in ecstasy as her body shook violently with
orgasm as she felt Mumm-Ra's member wiggle inside of her and his fluids start
to squirt out.

Mumm-Ra's load was so massive the second time that it started to leak out of
his and Cheetara's interlocked privates as Cheetara started to ejaculate.

When they finished Mumm-Ra lifted Cheetara's exhausted body and let her fall
to the floor in a heap.

"Get her prepped for later tonight," Mumm-Ra commanded Monkian who was hiding
in the shadows as Mumm-Ra stood up from his throne. He then walked over to
the viewing pot to see how Slithe and Jackalman were doing.

* * *

"I'll take this vent you take the one on the other side," Slithe told
Jackalman as they stood in front of the air vent of the Cats Lair on the left
side. "Be sure to throw the whole bag in or it won't work."

"I know I know! I'm not stupid!" Jackalman sneered before heading towards
the vent on the other side of the lair.

"Sometimes I wonder," Slither mumbled to himself.

"Fuck you Slithe, I heard that!" Jackalman shouted not stopping.

* * *

"You hear from Lion-O or Cheetara yet?" Wily-Kit asked as she walked into the
control room.

"It's not like either of them to not check in and I haven't been able to pick
them up on the scanner either," Panthro replied as he pushed several buttons
to scan Third Earth for them again.

"Wait a minute, what's this?" Panthro said looking closer at the screen.
Two figures were running away from the Cats Lair.

"What is it?" Wily-Kit asked getting next to Panthro to look at the screen.

Panthro pushed several buttons and the two figures were identified. The
identity of the two figures causes him to get on the lairs speaker system.

"Tygra! Wily-Kat! It's the mutants and I bet they know where Cheetara and
Lion-O are!"

In the weightroom they were in Tygra and Wily-Kat drop the weights they were
using and Tygra gets on the intercom in there.

"I heard you Panthro! We're on our way!"

Panthro however didn't hear Tygra's acknowledgement as the magic dust the
mutants had dumped in the air vents had finally made their way to the control
room and both Panthro and Wily-Kit were unconscious on the floor.

"Tygra?" Wily-Kat said in concern as Tygra breathed in the dust and fell to
the floor.

"Tygra you o-" Wily-Kat then fell to the floor unconscious as well.

* * *

"What happened?" Wily-Kit asked as she yawned and stretched after waking up.

"I'm not sure Wily-Kit," Panthro said as he finished stretching. "I suddenly
fell asleep like you did."

"The mutants escaped," Panthro sighed as he glanced at the scanner screen.

"Panthro I'm getting all hot and sweaty," Wily-Kit said as she tugged at her
clothes moving them around.

"It is rather hot in here," Panthro agreed as he unfastened his spiked
suspenders and let them and his bottoms drop to the floor without thought to
Wily-Kit being in the room.

"Wow! Cheetara was right!" Wily-Kit exclaimed as she gazed on Panthro's

"Right about what?"

"That you had a big thingy," Wily-Kit replied getting closer to Panthro for
a better look.

"Shit! Wily-Kit close your eyes!" Panthro exclaimed as he realized what he
had just done and pulled his suit back on.

"What's wrong?" She asked.

"I'm not feeling well anymore. I didn't mean to get naked in front of you."

"But I've seen Wily-Kat's thingy before."

"Yes well he's your age and you really shouldn't be looking at him either as
he is your brother."

* * *

"Good, good!" Mumm-Ra thought as he the situation between Panthro and
Wily-Kit playing out.

"Ancient Spirits of Evil cast all those in the Cats Lair into everlasting
sexual action!" Mumm-Ra chanted.

* * *

"Something wrong Panthro?" Wily-Kit asked as Panthro turned his head as if
being distracted by something.

"Oh nothing, I thought I heard something," Panthro said looking back at

"Oh ok."

Panthro and Wily-Kit looked at each other then around the room in an awkward

"I know I shouldn't," Panthro said as his body started to get hot and his
feelings toward Wily-Kit started to get more perverted.

"Nevermind," Panthro mumbled shaking his head.

"What is it?" Wiley-Kit asked now thinking about Panthro's cock.

Panthro didn't answer but just stood there with a confused look on his face
as he looked Wily-Kit up and down.


Panthro shook his head a bit and snapped back to reality.

"Sorry, I'm not feeling well today at all," Panthro said as his wanton lust
of Wily-Kit kept up and he tried to find it.

"I know I'm not grown up like Cheetara," Wily-Kit timidly said as she started
to undress. "But can I see your penis again?

"What're you doing?" Panthro asked as he felt an erection start up in his

"It's hot in here. You can take your suit off if you want," Wily-Kit said as
her clothes dropped to the floor and small nubile girl stood there.

Losing to the sensation now engulfing his body Panthro gave in and dropped
his clothing revealing his chiseled body and stiff cock.

"Anyone ever tell you how cute you are?" Panthro asked.

"Not since we lived on Thundera. Wily-Kat's my brother and everyone else
is all grown up. There's nobody to be my boyfriend now," Wily-Kit said

"Smile Wily-Kit, I'll be your boyfriend," Panthro said as he bent over to hug
and kiss her. "You know what girlfriends do to their boyfriends don't you?"

"Yeah, I overheard Cheetara talking about it with Queen Willa once. Can I do
that stuff to you?" Wily-Kit said sheepishly.

"Only if you'll be my girlfriend."

"Yes yes! I want to be your girlfriend!" Wily-Kit exclaimed.

"The let's go to my bedroom. It's more comfortable in there."

* * *

"You're growing up to be a handsome young cat," Tygra said as he and Wily-Kat
sat down on one of the benches in the weight room.

"I know Lion-O's the leader of the Thundercats and all, but I want to be just
like you Tygra," Wily-Kat said as he looked into Tygra's eyes.

"Well, well, young one," Tygra said grinning, "You can only be yourself.
Never try to be just like somebody."

Tygra then inexplicably kissed Wily-Kat on the lips.

"Tygra..." Wily-Kat whispered as Tygra pulled back and they stared into each
others eyes.

"So- Sorry," Tygra apologized.

"No... I liked it..."

Wily-Kat pulled Tygra's head back towards him and kissed him. As the two
of them kissed Tygra reached down and started to fondle Wily-Kat's crouch
through his clothes.

"Oh Tygra! More!" Wily-Kat begged as stripped off his clothes and sat naked
on the bench next to Tygra.

The sheer sight of Wily-Kat caused Tygra to become erect and he too stripped
off his clothes, though he got on his knees in front of Wily-Kat.

"Oh Tygra..." Wily-Kat groaned as Tygra took his penis in his mouth and start
run his tongue up and down the shaft.

Tygra continued to bob his head up and down occasionally stopping to lick
Wily-Kat's balls before continuing his sucking. Tygra could feel Wily start
to jerk around a bit as he got excited.

"Oh my god! I think I'm going to come!" Wily-Kat moaned as his dick was now

"Just let it go. Don't fight it." Tygra encourage him as he started to jack
him off.

"Oh god! I'm coming!" Wily-Kat screamed as his white cum started to shoot
out of his small cock splashing down on Tygra's face.

"Very good Tygra, I'm proud of you." Tygra said smiling as he wiped the white
fluid from his face with his finger and licked them clean.

Tygra then sat down on the bench next to Wily-Kat.

Sensing the pause, Wily-Kat started to get down on his knees to return the

"Not today. You can do that another time. I have something else in mind."

"What's that?"

"Turn around," Tygra commanded. Wily-Kat did as he was told.

"Very nice," Tygra whispered with a smile as he admired Kat's ass and patted
it with his hand. "Come here."

Tygra pulled Wily-Kat towards him then ran his index finger up and down the
center of Kat's ass spreading his checks apart a bit. Tygra propped one of
Wily-Kat's legs on the bench. He the spread apart Kat's ass and leaned
forward and began lapping at it.

"Tygra... that feels nice..." Wily-Kat whispered as Tygra's wet tongue slid
up and down Kat's crack stopping to poke at his anus. "So nice and wet..."

Tygra sat up and stroked his cock a bit.

"This'll feel even better," Tygra cooed as moved Wily around before poking
the head of his cock at Wily-Kat's anus.

"What're you doing?" Wily-Kat asked as he felt Tygra's prick pierce his ass.

"Shh!" Tygra whispered as pulled Wily-Kat down and his member slowly slid in.

"Oh god Tygra! It's so big and it's stretching my ass!" Wily-Kat grimaced.

"It'll hurt a bit at first, it will for Wily-Kit too, but I promise you'll
start to like it," Tygra reassured him as he grabbed hold of Kat's hips and
help him move up and down on his cock.

As the pain started to fade away and pleasure set it, Wily-Kat started to
help Tygra by grinding his ass down on Tygra's cock.

"See? I told you," Tygra said as he felt Kat's enthusiasm.

"Harder Tygra Harder," Wily-Kat pleaded as his anus was now being split by
Tygra with ease.

"OH! HMMPH!" Tygra groaned as his hard penis now slid in and out of
Wily-Kats asshole with ease. "I'm fixing to come and make your inside feel
really nice."

"Jesus that's nice! Come Tygra come!"

"WILY-KAT!" Tygra screamed in orgasm as with one last thrust Tygra filled
Wily-Kat's butt with his member as he started to come and paint the inside of
Kat's ass white.

When Tygra finished Wily-Kat climbed off of Tygra with cum now leaking out of
his ass.

"Mmmmm... Time for a little cleanup," Tygra said with a gleam in his eye as
he reached again for Wily-Kat.

* * *

With Panthro lying on his bed he was now licking at Wily-Kit's bare puss as
she attempted to take his cock in her mouth.

"It's ok if you can't get it all in you mouth," Panthro said trying to
reassure her.

Wily-Kit seemed to ignore him as she continued to run her tongue up and down
his shaft and tickled his balls with her fingers. Panthro had decided to
return the favor and inserted two fingers in Wily-Kit's tiny cunt.

Wily-Kit suddenly felt her body tingle and bliss come over her as she felt
Panthro start to slide his fingers in and out of her private. The sudden
feeling of happiness only helped to encourage her as she tried even harder
to deepthroat the big blue shaft in front of her.

"Oh Wily-Kit, how you can make an old man feel young again," Panthro said
grinning widely as he felt her start to really slurp and lick on his stiff
prick. Panthro continued to finger her.

"Oh Panthro! Am I as good as Cheetara?" Wily-Kit asked in-between slurps.

Panthro pulled and fingers out and replied.

"Get up and we'll see."

Wily-Kit pulled her head up and turned to face Panthro. She rubbed his cock
up and down a bit before placing the head at the opening of her hairless box.

"Nice and slow now Kit," Panthro instructed her as Wily-Kit slowly lowered
herself down onto him.

"Oh Panthro, it's so big!" She exclaimed as her sides were split and her
insides filled.

"Now up and down slowly."

"Ok..." Wily-Kit whispered excitedly.

She did as she was told and with the help of Panthro slowly raised and
lowered herself onto Panthro's cock.

"Oh... that's nice..." Wily-Kit purred as the penetration became easier and
the large blue cock slid in and out of her nicely. "Am I as good as

"Mmmmmm... You're much better... Much tighter..." Panthro moaned as the small
Thundercat was now bouncing up and down on his crotch.

"PANTHRO!" Wily-Kit gasped as his large penis broke through her hymen.

"Ah Kit!" Panthro moaned as he slid in farther and easier now that her
cherry had been popped.

"My body feels hot and my cunny is tingling!" Wily-Kit stammered as she
could feel her first orgasm start to near.

"I'm fixing to come Wily-Kit, you'll feel real good soon!" Panthro panted
as his penis was throbbing with excitement.

"Panthro!" Wily-Kit panted as her body started to shake and her pussy
tingled with orgasm.

Panthro could feel the after effects of her orgasm as her juices started to
flow. He grabbed Wily-Kit by the hips and with one last thrust he slammed
his dick as deep in her as he could as his dick erupted and cum started
blasting inside her pussy.

When Panthro finished Wily-Kit climbed off of him with white fluid seeping
from her box and collapsed on the bed next to Panthro.

After a few minutes of gaining her composure Wily-Kit spoke.

"How was I? As good as Cheetara?"

"Better," Panthro responded as he kissed her on the forehead and the two of
them cuddled.

* * *

"Excellent!" Mumm-Ra exclaimed as he witnessed the events in the Cats Lair
unfold in the viewing pot. "With the Thundercats constantly consumed with
sex Third Earth will be easy to take over!"

"Think again Mumm-Ra!" Cheetara yelled from behind him.

"What're you doing free?!?" Mumm-Ra demanded as he turned and saw Cheetara
and Lion-O standing with their weapons drawn.

"You may have made Monkian stronger, faster, and smarter but you didn't
prepare him for the female wile," Cheetara sneered.

"No matter, I'll destroy you both!" Mumm-Ra screamed as he lunged at the two

"No you won't Mumm-Ra!" Lion-O shouted as reached into a pouch and threw the
magic dust back at him.

Mumm-Ra stopped in mid-stride as he inhaled the dust.

"No! NO! I'll get you for this..." Mumm-Ra shouted then whispered as his eyes
closed and he fell to the floor asleep.

"Now for a taste of your own medicine. Slithe should be around soon!"
Cheetara screamed as she started to kick Mumm-Ra.

"Cheetara calm down! We got to get the antidote back to the lair!" Lion-O
said loudly as he pulled her away.

After a bit Cheetara calmed down.

"You're right Lion-O. Let's go!"


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