| <xmp>Sexual Material, meant for people over 18 although it
will probably be
read by kids who pretend to be than they are. For shame.
All characters copyrighted by DC Comics, yadda yadda yadda.
part five: Babe
Brainiac 5 wasn't a psychologist or a psychiatrist, but
the idea intrigued him. He had long mastered the art of mind
control, as evident by the sex slaves he had surrounded
himself with, but what he was working on was completely
The whole thing was so involving for Brainiac 5 that
Umbra stood alone in the throne room, the last of the captured
Legionaries, ignored for the better part of a day. She
wondered, half in terror, what insidious, deviant plans the
boy genius enslaver had cooked up for her.
Brainiac 5 had left the throne room, telling Kinetix he
had an experiment to attend to and would be back soon. Until
then Kinetix was to try and make Violet orgasm with her
tongue. Of course Kinetix had no way of knowing that Brainiac
5's footstool was brain-dead but the red-haired slave went to
her shameful task, burying her face Violet's cunt, the chain
between the rings in Kinetix's nose and Violet's clit going
Umbra watched the slave service the Imskian footrest and
was partially relieved to not be given such a fate. Whatever
Brainiac 5 did to the blue skinned from Talok VIII it
surely couldn't be as bad as the display she was watching.
Although if the show Triad had become was any indication
of Brainiac 5's progression of perverted fates for his slaves
then she was in big trouble.
It was all up to Brainiac 5, and he had gone insane.
"Will you be laughing maniacally sir?"
Brainiac 5 looked up at one of the fortresses' many
robotic servants. He had considered turning one of the
into a maid but eventually dismissed the idea. None of the
Legion he had captured could match the efficiency of a
robot, with the possible exception of XS, but he needed her as
Still the personality pathways Brainiac 5 had installed
in the robots was annoying. Every time he finished an
invention they expected him to act like a mad scientist from a
bad twentieth century movie.
"No, I'm not going to laugh. Personality pathways off."
There was a soft click as the robot became a mindless
The virtual reality interface was done. Brainaic 5
inspected his latest work with admiration. Once put on the
subject's head it would inject a small interface, connected to
the main apparatus by small wires, directly into the subject's
brain. From that point the subject would truly experience the
VR program as preprogrammed senses were fed into the
appropriate sections of the brain.
The subject was Umbra. If it worked Brainiac 5's tasks
would be complete. There was a method to his madness, there
had to be when his madness was occurring in a brain with
twelfth level intelligence.
Well, decided Brainiac 5, time to see if it worked. It
probably would, but one could never be sure. It wouldn't be an
experiment otherwise. Once Umbra was submerged in the false
reality he had created for her he would prepare her real body
for when she came out of the Virtual Reality program. It would
entail stripping her, but any burden for the pursuit of
He had to stifle a giggle.
I wonder, Brainiac 5 thought, what a blue nipple will
The light was incredibly bright. She tried to create
darkness to combat the light but her powers wouldn't work.
Something was wrong, very wrong. Umbra could feel reality
reshuffle around her. The experiences with the Legion of Super
Heroes were becoming further and further distant, like a dream
from long ago. Instead she saw something else, a street
Umbra shivered as a slight wind breezed past her bare
pussy. The night was cold, but there was nothing that could be
done about that. Umbra stood on the street corner in a leather
halter top and miniskirt, the black material contrasting
against her blue skin in the same way her shaped the
smooth features of her face.
The miniskirt was tight, conforming itself to the shape
of her well toned ass. But just as it was tight the thing was
short, ending less than halfway down her thigh, barley
covering her hairless pussy, unencumbered by of any
In every way Umbra looked like the streetwalker she was.
The only exception was her face and its lack of make-up. It
was what Umbra liked to call a natural beauty, and it worked,
bringing in the customers by the truckloads. It was a wonder
that her holes weren't looser, she was just as tight as if she
had never had fucked a in her life.
And it was weird, Umbra couldn't remember ever fucking
anyone before. That was preposterous of course, but the
nagging feeling that she had never let a cock into her
experienced blue wouldn't leave her. But obviously if she
was a whore she was used to fucking and sucking, wasn't she?
Such thoughts made her head hurt. Umbra quickly forced
the notions from her mind. She was Umbra, nothing more than a
whore to be used by men.
"God you're disgusting."
Umbra turned to confront the voice and came face to face
with a hero. She couldn't believe it, M'Onel from the Legion
of Super Heroes was here talking to her. Umbra had seen
of him and one look at his handsome face took her breath away.
He really was the embodiment of the greatness of life, just
like Valor. Now here he was in person. Umbra couldn't help it,
she was enamored with him at first sight.
"Look at you," said M'Onel. He stood tall and proud in
his Legion costume, looking at Umbra with disgust. "You should
be ashamed, nothing more than a receptacle for cum. How can
you even think to gain anyone's respect when you fuck anything
that can pay? You use the ultimate expression of love as if it
was valueless as a sandwich. You're a worthless slut."
Each word M'Onel spoke was like a dagger to Umbra's
heart. The she adored was berating her. He could never
love her, and the revelation was devastating.
In the back of her head something screamed at her. It
tried to convey a message of truth, of knowing M'Onel long
before this encounter. Trying to tell her that M'Onel thought
no such thing. She wasn't a whore but a respected hero, and a
virgin. But the message could not get through, blocked by the
electronic genius of Brainiac 5.
Umbra tried to hold back her tears as M'Onel continued
his tirade about her wanton ways. As he concluded to tell her
of how she was an enemy to love he said ",but what the fuck."
She looked up at him, surprised to find that she had
lowered her head in shame. M'Onel held out a wad of cash. (You
don't know what cash looks like, a part of her screamed, it
was discontinued centuries ago. It was ignored.)
"Let's fuck whore."
Her spirits soared, and Umbra decided, if she couldn't
get his love at least she would get his cock. She reached out
and took his money.
At super-speed Umbra was whisked away from the street
corner to an alley. It happened so fast that she was unable to
recognize what part of the city they were in, but to Umbra it
M'Onel shoved the blue whore against a wall in the
alley. Umbra, although her back a little, glided her
hands into M'Onel's pants, wrapping her fingers around the
hero's rapidly hardening cock. Umbra savored the sensation of
the dick in her hands, trying to memorize the feel of every
"Enough of that shit," M'Onel whispered into Umbra's
ear. "I want to fuck you, now!"
The words sent shivers of anticipation down Umbra's
spine. She pulled M'Onel's cock from the pants of his uniform.
Never letting go of her dream organ with her left hand, her
right hand pulled the tight miniskirt she wore up to her hips,
letting her bare free. M'Onel's hand cupped her groin to
feel the he had paid for. Umbra gasped with delight.
"No underwear and shaved," laughed M'Onel. "You really
are a slut. Good."
With the hand around his cock Umbra guided M'Onel's
member into her awaiting cunt. M'Onel slammed their bodies
together, his penis propelled forward into her body. As he
rocked back and forth, pushing his cock in and out of her
body, she put her arms around his neck and wrapped her legs
around his torso.
M'Onel held Umbra, her back against the wall, pumping in
and out of the blue like a possessed. Umbra was in
the throes of passion, shouting wildly, as the hero brought
her toward climax with his powerful cock. As her first orgasm
tore through her body images and thoughts flooded her mind.
In the throne room Brainiac 5 watched Umbra buck her
hips wildly, fucking a who wasn't there. Her costume had
been removed so the image she presented was a naked, light
blue skinned teenager on her back thrusting a throbbing
in the air.
But Brainiac 5 was more interested in the readouts for
the artificial reality apparatus she wore on her head.
Corresponding with her climax, the memories the helmet was
supposed to suppress were flooding into Umbra's mind. The
Umbra in the virtual world would have full knowledge of the
Fortunately Brainiac 5 had foreseen such a complication.
It wouldn't affect the program, it just meant that there was a
possibility she would resist.
But considering how franticly she was thrusting her hips
that didn't seem likely. And it was fun to watch.
What had Brainiac 5 done? Umbra considered the question
for a scant ten seconds before it was pushed back for a more
pressing matter. M'Onel continued to fuck her body and Umbra
could feel the starting of another orgasm. She knew she should
resist but the feel of M'Onel's cock inside of her was so
gratifying. And to know the truth, that this was actually her
first sexual experience, it was enough to make Umbra forget
about Brainiac 5.
"Yes! M'Onel!" Umbra shouted, using her arms and legs to
pull him to her, making his cock dig deeper into her body. The
stimulation was too much for both of them and they came
simultaneously. M'Onel's hot coated the walls of her
vagina and Umbra savored the warm feeling inside of her.
Still holding her tightly, his cock slowly shrinking
inside of her, M'Onel turned around and rested against the
alley wall. He slid downward until he slumped against the
brick barrier, Umbra sitting astride his lap, connected to him
by his inserted cock. They were both exhausted.
It was perhaps because of that exhaustion that Umbra
failed to realize that though M'Onel's cock was gradually
becoming flaccid, it was still filling her as though it were
constantly erect. At first Umbra happily attributed this to
the fact that he was still erect, intimately filling her body,
but she soon realized that he was getting bigger, far bigger
than she remembered when they were fucking.
Then it hit her, she was shrinking. And though she
didn't feel herself getting smaller she felt everything else
getting bigger, including the cock shoved up her cunt. She
continued to grow smaller and the effect M'Onel felt, that of
vaginal walls contracting around his cock, caused him to get
erect again. Which meant that he was actually getting bigger
as she grew smaller. It was pleasurable to her at first but
soon that gave way to pure pain as his cock threatened to
Umbra began to struggle to pull herself off of M'Onel.
After much grunting and groaning Umbra was finally able to
dislodge herself from the large cock. Standing over the
exhausted M'Onel Umbra was surprised to find that she hadn't
shrunk as much as she had originally thought, maybe half her
original size. Her clothes no longer fit her so she took them
off and went off in search of a solution. Umbra was a little
disheartened to find that her had not proportionately
shrunk as well and were now A cups, if that.
Across the street from the alley was a store with a big
window. It reflected things very well and Umbra soon saw
herself. She was a child! No wonder she had no breasts, she
had turned into a child, no more than ten years of age. She
Was de-aging, she corrected herself. The image in the
reflective window was showing a getting slightly younger.
At this rate she would be a helpless baby in no time at all,
and after that...
Umbra ran back to M'Onel in hopes of soliciting his
help. She tried to run faster but she continued to shrink,
regressing into a five year old. Her little legs moved as fast
as they could but by the time she got to the sleeping M'Onel
she was a toddler.
She tried to wake him by pushing him with her tiny
little arms. "M'Onel! M'oneggglg!"
ggglg? Even her speech was being affected. She wanted
M'Onel to wake up, find a cure, anything. She couldn't die
like this, not helpless. Not... it was getting hard to stand
up. Umbra could feel herself losing the ability to stand up,
legs too small and weak to support her weight. She was turning
into a baby.
"NoooooooaaaaaaaAAAAAAAAAAAAAAAAA!" Umbra cried in a
last attempt at protest.
It was enough to wake M'Onel up. He awoke from his nap
to find the blue skinned whore gone and a small naked baby
girl in her place. The resemblance between the two was
uncanny. This child, he decided, must be the whore's daughter.
Abandoned no doubt.
M'Onel gently picked the infant up and cradled it in his
"Who are you?" he whispered softly. "You're such a cute
little thing aren't you?"
He couldn't leave the child here, that was for sure.
Holding the child gently in one arm he stuffed his cock back
into his pants. M'Onel decided there was only one thing to do
with the abandoned baby of a whore.
The baby began to cry.
Umbra tried to communicate with M'Onel. Speech wasn't an
option, every time she tried to say something it either came
out as a wail or as some gibberish. It was inconceivable, how
could she retain her intelligence and yet not even be able to
talk. It was impossible, it was infuriating, it was scary.
M'Onel just walked around with her cradled in his arms.
Sure it felt like a safe place to be, but as a baby it was
just too... too... too wrong.
She tried to speak again but it only came out as "Ga gla
M'Onel held her at arms length and looked at her. "What
was that? Did you say something baby?"
"Goo ke fa mmm," Umbra prattled excitedly. Could M'Onel
understand her childish language?
"I thought as much. Now what am I going to do with you?
Obviously you can't stay with me."
Umbra was crestfallen. He hadn't been able to
communicate, he was just humoring the little baby. The
helplessness was frustrating.
Suddenly she felt an overwhelming need to pee. And
though she tried to hold it in it felt like it was about to
flush straight through her system and expel. If she couldn't
fight, couldn't stand up, or even communicate at the very
least she was going to hold back her long enough to get
to a diaper. Umbra mustered up all her might, all her
determination and willed herself not to pee.
The fell from her body as a golden arc onto
M'Onel. He gave baby Umbra a sheepish look like he should have
expected it and didn't blame her, after all she couldn't help
it if she couldn't control her urinary tract yet.
But to Umbra it was the ultimate defeat. She truly was
helpless, in every sense. She couldn't even hold back her
piss. No control whatsoever.
She really didn't want to but she couldn't help it, the
baby Umbra cried.
M'Onel took baby Umbra to a nearby hospital and
explained the situation. He wasn't sure what condition the
child was in. Baby Umbra tried to speak up, explain she was
all right but all that came out were some giggles. She had
gotten used to it. Umbra had resigned herself to her fate. She
was a baby, fine. At least she wasn't de-aging anymore. In
time she might even begin to grow up again. Until then she was
The nurse took her from M'Onel and Umbra began to cry.
She didn't like being taken from M'Onel. But the nurse began
to rock her back and forth and Umbra found the motion
relaxing, she stopped crying.
They ran a few tests on her but everything checked out
okay, she was a normal baby. Umbra soon figured out the codes
for getting what she needed. When she was hungry she cried and
someone brought her a bottle of milk. When she soiled her
diaper she cried and someone would change it, cleaning her
Brainiac 5 couldn't help but smile. Despite the onrush
of memories the entire process was working quite well. The
mind was a wonderfully adaptive organ, if it sensed a loss or
a gain it adapted to it fairly quickly. According to the read
outs Umbra was learning very quickly how to be a baby. She was
unlearning the behavior she had grown accustomed to as an
adult and was fast picking up the thinking processes of an
Of course once she had an infant brain again it would be
near impossible for her learn how to be a "grown up". That
information would have been lost and Umbra would need to
relearn it all, just as slowly as she had the first time
around. In other words, once Umbra was in baby mode Umbra was
stuck in baby mode.
Umbra wanted her blanket. Where was her blanket? She
cried and the nurse lady came, bringing Umbra's blanket. The
nurse tucked the blanket around Umbra and the baby stopped
Brainiac 5 removed the artificial reality helmet from
Umbra's head and the blue skinned began to cry. She
couldn't understand what had happened, she had been happy in
the hospital and now she was in a funny room. It seemed
familiar but it was scary so she cried. She cried because she
didn't know where she was, she cried because her body had
changed, getting bigger, she cried because she was sad.
Brainiac 5 sat Umbra up and clutched her to his chest.
He began to rock the gently, his hands resting on her
large tits, fondling the light blue orbs, bringing the nipples
to hardness. He began to hum a tune he had heard somewhere, a
Umbra began to coo. She recognized the green skinned
from somewhere, and she liked the way he was holding her, it
made her feel good.
"Is baby Umbra okay?" Brainiac 5 asked?
Umbra began to make her gibberish noises and was quite
surprised when she spoke real words. It was a triumph she told
herself, but she wasn't sure why. It was all very confusing.
She just wanted to say something to the nice green man.
"Baby Umbra feel good."
"I'm so glad." Brainiac pinched Umbra's nipple, the teen
sized baby giggled. "I'm going to take care of you from now
on, would you like that?"
"Yay." Umbra clapped, pleased. Then she peed on the
A robot was cleaning up the mess.
Brainiac 5 had diapered Umbra with a large diaper he had
developed for her. Just before putting it on his new baby he
played with her until she had an orgasm. He wondered if
she simply retained her childlike mind and motor skills but
the hormone levels appropriate to a teenager of her age and
Now she was playing with Mousey, screaming in delight as
the human pranced around. Umbra was wearing only the
diaper, looking like a refugee from an x-rated costume party.
Mousey licked Umbra's tit, her tongue tasting the blue breast,
concentrating on the hard nipple.
The blue skinned caught Mousey by the neck and began to kiss her on the head. Mousey nuzzled her new friend
and Umbra gave the once meek Triad a big hug.
"Very cute," Triad, the only one to still keep the name,
"Yes," agreed Brainiac 5 from his throne.
"But I don't understand, your plan is to torture and
humiliate the Legion isn't it? To turn them into sex
slaves. So what's the point of turning Umbra into a baby, she
doesn't even understand what's happened to her."
Brainiac 5 sighed. "Triad you do not know my plan at all. Umbra's role in it is to become a baby. I need a baby."
"Then why not really de-age her? I know you could."
"Well yes, but then I wouldn't get to watch the teenaged
Umbra prance around acting like a baby, it's far sexier than a
real infant. And once my plan is over I'll get to fuck that
teenage body anytime I want. As for the humiliation, it's
there. Somewhere deep in Umbra a part of her is the same
person screaming like hell to be let go. Just like Lamp."
"I doubt it. Now, I just need someone to feed
Umbra and make sure she orgasms regularly. I need a mother."
"Don't look at me."
"I wasn't, you're the last person I want raising my
"Of course when my plan is over I'll fuck you whenever I
want as well."
Triad was silent.
And somewhere, deep inside her mind, a part of Umbra
screamed like a banshee, trying to explain that she wasn't a
--to be continued--