Nurse Darkholme has her way with Maggie, but Charlize is a surprising fucktoy

by LesLes
Storyline Miss Frost's Finishing School for Gifted Young Ladies
Characters Professor X Magneto Mystique
Category Female Dom F/F Female Counterpart Bimboization Marvel Masturbation Mind Control
Previous Chapter Kitty programs Storm

Community Raiting:

Your Raiting: You must login to rate the chapter

[Refers back to this older chapter by Alicyn. http://www.superstories.net/addventure/Chapter.aspx?ID=2277]

A little drool leaked from Charlize Xavier's mouth as she watched unblinking as Maggie Lensherr slurped happily on Nurse Darkholme's thick blue cock. The nurse had her hands twined in the kneeling girl's long silver hair, moaning in pleasure as the cheerleader's tongue licked around her shaft. Maggie had one hand on the nurse's ass, roaming over hiked up white latex skirt and rolled down white fishnets and the bare soft flesh between. The teenager's other hand was raised up high to push into the deep v-cut in the front of the nurse's fetish costume. Charlize could see her bestie's hand squeezing at one of the nurse's big titties under the red medical cross that decorated each tit in its tight latex.

Nurse Darkholme's words still echoed in the Charlize's drugged mind. Girls had breasts, girls like her liked having their tits played with, and staring at their wonderful titties made them all horny. Some part of Charlize's mind realised she was horny. Her hands felt clumsy as she began to play with her breasts, squeezing the soft flesh and rubbing at hard nipples still wet with Maggie's saliva.

"Wanna be fucktoy. Wanna be best lesbo fucktoy. Wanna be Maggie's fucktoy."

Charlize mumbled to herself, knowing those words now somehow captured the innermost truths of her soul. Charlize was so relaxed it was hard to think or move but she still managed to push a finger clumsily into her pussy. She loved her pussy! It was so warm and wet and happy and putting fingers in made it even hotter and wetter and happier.

Charlize's brain felt funny. She knew she was the worst telepath in the school: Miss Frost tried to teach her, and Jeanie to tutor her, but somehow it never helped. Now, though, in the distance she could feel other minds like bright stars in the night. They were so much clearer than normal.

A mind winked into bright existence close by, in the nurse's private office. Charlize could feel it, see inside it so easily. Fuzzily she wondered how it had just appeared there. The information was there in the bright mind, Charlize could just look in and find it amongst all the thoughts and memories - telepaths couldn't read Kitty's mind when she phased.

"Yeah, you like that slut."

Nurse Darkholme was talking to Maggie. Dimly Charlize became aware of the lights of Maggie and Nurse Darkholme's minds. That was funny. Normally no-one could see into Maggie's mind, it was like a mutant power or something, and Darkholme was really hard to find. Even Headmistress Frost was supposed to find it hard. But now Charlize could just about make them out, indistinctly see their surface thoughts. The naughty nurse was loving what Maggie was doing and Maggie was so proud to be praised as a slut by such an experienced teacher.

"Fuck fucktoy. Please fuck fucktoy."

It was only when Kitty Pryde peeked her head through the wall, and Charlize could see through the brunette's eyes, that she realised that it was Charlize herself begging to be fucked. Then Kitty was gone and Charlize lost interest because her Mistress Maggie was here and fucking and that was hot like the fingers Charlize was pushing into her own pussy.

Charlize blinked, the drugs wearing off a little more as she watched Nurse Darkholme throw back her head and gasp in pleasure as her hips jerked forward into Maggie's sucking face. Nurse Darkholme was imagining creamy white liquid leaking out of the silver-haired girl's mouth as she released her cock with an audible pop and a satisfied smack of her lips. Maggie liked the fleshy dildo in her mouth - she'd never had anything like it before - but she was hoping Nurse Darkholme would let her taste her muff soon.

"Girls have vaginas."

Nurse Darkholme had whispered those words into Charlize's ears while Maggie had pushed her tongue into Charlize's pussy. Charlize loved the feel of Maggie's tongue in her cunt even more than her own fingers. Charlize loved pussy and Charlize loved her pussy just like Nurse Darkholme had told her. That was why she was a lesbian fucktoy. But Nurse Darkholme didn't have a pussy right now. Charlize loved pussy and girls had vaginas and poor Nurse Darkholme was a girl and didn't have a pussy.

~Girls have vaginas.~

More than a thought, a telepathic broadcast into the mind before her.

Raven Darkholme's hands were tangled in Maggie's silver hair, forcing the kneeling cheerleader's lips all the way down her cock to the balls and back to the tip. She was close now, almost ready to spray jism over the big-titted student's face.

Raven suddenly had a better idea. Girls have vaginas. Her cock shrank away till it was a clitoris, aroused and protruding from the labia and vagina that had appeared even as her cock had disappeared. Girls have vaginas. Maggie slurped her way down the shrinking cock till her tongue was expertly swirling circles over Nurse Darkholme's clit.

"Yumm--," Maggie began but the rest of the word was muffled as Nurse Darkholme pulled Maggie's hair and drove her face into a cunt that needed immediate attention. Face buried so deep in Nurse Darkholme's gushing cunt it was almost hard to breathe, Maggie pushed another hand under the white latex of the nurse's uniform to grope both her big breasts. The tight latex couldn't take the strain and ripped. Big breasts exploded free of the latex restraints as Maggie's hands twisted to cup and grope them.

~Girls have breasts. Girls like having their boobies played with. Girls like having nipples sucked. Girls love getting their tits out. It makes girls horny.~

A brief surge of anger fought with the pleasure of the orgasm building between Raven's legs. The dumb cheerleader bitch Maggie had just ripped her outfit apart. The clothes were really a part of the shapeshifter, and tearing them hurt a little like having knotted hair pulled apart. Maybe she ought to punish the stupid student slut, give her a spanking only Raven would enjoy. But the brief flicker of rage vanished as she caught Charlize's dull eyes following her blue tits bounce. Raven loved having another girl watch her with her tits out. She concentrated a moment using her mutant power to make her breasts a little bigger and a lot more bouncy.

"Yeah, you like that don't you? You lesbian fucktoy."

Charlize giggled at Nurse Darkholme's words. But the giggling turned to moans as her fingers twisted inside her and pressed against her g-spot. It felt so good. She was a lesbian fucktoy. She loved her pussy and the more she fucked herself the better she'd be at fucking other girls' pussies. She loved other girls' pussies. Charlize wanted to be the best lesbian fucktoy she could be.

~You love your pussy. You love pussy.~

Nurse Darkholme had told her that while Maggie fingers had pumped in and out of Charlize's tight mutant pussy and pinched her clit. And it was true of Nurse Darkholme too. Nurse loved pussy. And suddenly Charlize realised something even though she was a bit of bimbo and the medicine Nurse Darkholme had given her made it hard to think.

~You are a lesbian fucktoy.~

Raven Darkholme threw back her head and barely managed to hold in a scream of pure pleasure as Maggie moved a hand from her blue breast to her cunt and slowly pushed a finger inside her. Raven loved the sensation of it sliding slowly into her hot wet pussy.

"Yes, fuck my pussy, Maggie. I love pussy. Uh, uh, so fucking good. Fuck my lesbian cunt. Make me a lesbian fucktoy."

Lesbian fucktoy? Alarms went off in Raven's head. What the fuck was happening? With mounting fear she turned to look at Charlize. The blonde's eyes were still glassy but she was blinking again as the hypnotic drug slowly wore off. Raven could see a wave of horny lust pass through the naked cheerleader as Raven's eyes swept over the naked girl big breasts to a wet cunt spread open for her inspection as Charlize palmed her clit. Fear still mounting Raven's attention shot back to the blonde cheerleader's face as she saw Charlize's lips move.

"Best lebian fucktoy," Charlize silently mouthed.

Raven could read lips but she didn't need to. She could feel the words echoing in her mind. Raven Darkholme loved breasts and she loved pussy just like a lesbian fucktoy should. She wanted to be the best lesbian fucktoy she could be. No! No, she wasn't a fucktoy. She was in control. Other women were her fucktoys. She made fucktoys. She was Raven Darkholme and she fucked anyone she wanted, even bitches like Jeany Grey and Summer Frost playing at monogamy. Raven fought to stay who she was.

Unaware of the struggle in Nurse Darkholme's mind, Maggie could only feel the gorgeous fetish nurse quiver beneath her tongue and fingers. Maggie loved lesbian fucktoys! Nurse Darkholme had turned her best friend Charlize into her own personal obedient fucktoy and now she was offering herself too! Nurse Darkholme definitely deserved a reward. Humming happily to herself as she sucked clit, she pulled her finger out of the nurse's cunt. Then even as Nurse Darkholme began to whimper at the loss of that wonderful sensation, Maggie drove three fingers deep into Nurse Darkholme.

Charlize could feel the orgasms rocket through Nurse Darkholme's mind like exploding fireworks. But despite it Nurse Darkholme wasn't happy and that wasn't nice. Nurse Darkholme was all smart and stuff and all the hard thinking was making it difficult for her to be Maggie's lesbian fucktoy. But the orgasms stopped Nurse Darkholme thinking and made everything feel so good. Nurse Darkholme would be much happier if her mind was more like that all the time!

~You're not smart enough to be in a professor's class!~ Charlize thought happily. ~You're not smart.~

Maggie pulled her fingers out of Nurse Darkholme's tight pussy with a slurp. Nurse Darkholme slumped against the desk behind her as she panted and Charlize's command tore through her mind. She could feel her mind fading, robbing her of the ability to resist and making her happier not to.

"No, no, like, stop. I don't wanna be a dummy."

~You're not smart. You're Maggie's devoted obedient lesbian fucktoy!~

Charlize could only barely feel Nurse Darkholme's mind now. Her own body and mind were feeling back to normal now. Whatever had opened her mind and allowed her to hear Maggie and Nurse Darkholme's minds was almost entirely gone. But she felt Maggie give one last careful lick along Nurse Darkholme's labia, the little orgasm it triggered and the final destruction of Nurse Darkholme's will and intelligence it caused.

"Maggie you, like, fuck so good! I'm totally lessie for you. Like you totally made me your sweet fucktoy."

Maggie stood up from where she was kneeling between Nurse Darkholme's legs. Pussy juice and saliva was still leaking down the nurse's inner thighs to the lacy band at the top of her white fishnets. Maggie stopped to give each hard nipple a careful lick as she reached the level of the nurse's breasts.

Raven giggled idiotically at the attention on her breasts. She loved breasts. She loved having her breats played with. She was a lesbian fucktoy! She was Maggie Lensherr's obedient devoted fucktoy. She'd do anything Maggie told her. Anything.

Maggie stood up straight and looked into Nurse Darkholme's face. The nurse had a big grin on her face and she didn't look smart at all. Not like when Maggie and Charlize had come into her office. It was really hot!

"Like, you're my fucktoy too?"


"Sweet! Hey, Charlize, how're you feeling? Headache all better?"

"I feel, like, really good. Totally horny not headache-y."

"No fair! You're horny and I totally went muff diving. Twice! But, like, I'm horny too and no-one's played with my pussy."

"No way!" "That's bogus!"

Nurse Darkholme and Charlize spoke over each other as Maggie pouted. Charlize jumped off the nurse's station's bed and swayed a little unsteadily on her feet. Nurse Darkholme was ahead of her though, pulling Maggie into a passionate kiss as she hiked the cheerleader's skirt up and her panties down.

It was Charlize's turn to pout as Nurse Darkholme was the first to push a finger into the best and most desireable cunt in the whole world. But she couldn't remain sad long as she pulled the crop top of Maggie's cheerleader costume over her huge breasts. Maggie's breasts were big even for a mutant, and like all the cheerleaders at Miss Frost's Finishing School she never wore a bra.

Charlize pressed her own huge hooters into Maggie's back as she began to play with the other cheerleader's tits and enjoyed Nurse Darkholme's tits pressing into Maggie's. Charlize began to lick at Maggie's face. It was covered in girl juices, both her own and Nurse Darkholme's. It tasted totally scrummy, like lesbian sex. Charlize flipped up Maggie's skirt and pushed a hand down Maggie's bare ass and under. She pushed her own finger into Maggie's cunt, trying to keep it in time with Nurse Darkholme's.

"Fuck, yeah!"

Maggie broke the kiss with Nurse Darkholme and stuck out her tongue in groaning pleasure. Her two tame fucktoys sucked her tongue and began a messy three-way kiss. Charlize and Nurse Darkholme quickly rearranged themselves so they were rubbing their hungry cunts up and down Maggie's hips as they continued the three-way kiss and to team-up to finger their mistress's cunt. Their breasts bounced and slipped against Maggie's.

Maggie Lensherr came. And the pleasure of the friction against her hips and of being good fucktoys pushed Charlize and Nurse Darkholme over the edge only seconds later.

"Nurse Darkholme, can you make that flesh dildo again?"

Raven concentrated as she tried to obediently obey Maggie's command. She wanted to be the best fucktoy she could and be obedient and stuff. But girl's had vaginas and she was a girl and if she had a cock she wouldn't be a girl and then she wouldn't be a lesbian fucktoy and she had to be the best fucktoy and Maggie's lesbian fucktoy and her head hurt. She couldn't do it.

Maggie saw Nurse Darkholme start to whimper and her eyes flicker back into her skull showing only the whites.

"Like never mind. Whatever! I just want a dildo stuffing my hole."

Nurse Darkholme immediately began to smile her big blank smile again as she reached behind her to yank open a drawer. It was filled with sextoys - dildos, vibrators, nipple-clamps and more - that she used when she was giving students special medical examinations.

"Awesome possum. Charlize get one of those double-dildos in you. Like that big black one looks like it would be totally sweet in your pussy."

"Yay, like I'm fucktoy with a sextoy!"

Nurse Darkholme had told her to think about changing her name to fucktoy so she did as she grabbed the big black double-dildo and began to push it in. It stretched her but she so wet it didn't hurt at all.

"Like, nurse, you can look like anyone, right?"


"Could you look like Charlize?"

Charlize had the double-dildo two inches into her, but she stopped mesmerised as Nurse Darkholme took her petite form. Long blonde hair flowed down her back to her ass. The nurse's breasts didn't actually get bigger but they looked it on her small frame. And she looked just as dumb which was totally hot.

"Ooh, yeah, I'm going to enjoy fucking you twins but maybe later. I've had, like, a better idea. Can you look like Headmistress Frost?"

Nurse Darkholme stayed blonde but she got taller and she was wearing a thong and corset and cape all in white. Her breasts were bigger and better in a way that made Charlize wet and jealous; she had to be the best fucktoy and this was what she had to beat. Headmistress Frost was totally gorgeous. Charlize pushed the double-dildo the rest of the way in. Watching Headmistress Frost turn and pose for Maggie's amusement made her so wet it slipped in easily.

"Like, I'm Headmistress Frost and I say Maggie is totally too hot for school!"

Maggie's mouth fell open with sheer naked lust. It was the headmistress's posh voice but she sounded like a complete airhead instead of her normal commanding self. Like a subbie instead of a dom. The headmistress smiled Nurse Darkholme's stupid smile and pushed Maggie's mouth closed. Maggie shook her head and tried to speak through suddenly dry lips.

"Can you, like, make her titties bigger?"

The nurse in her disguise nodded and Maggie and Charlize watched with crazed lust until Headmistress Frost's breasts were bigger than her head. It looked freakish and hot. Then the clock spoiled everything by beeping and drawing attention to the time.

"Fuck, we're like totally late for practice. Betsy's going to kill us!"

Head cheerleader Betsy Braddock could be totally mean to cheerleaders who missed practice. Sometimes she'd even stop them taking part in the after-practice orgy in the showers.

"Charlize get dressed, but like keep the dildo. Nurse Darkholme go back to normal."

The double-dildo made it hard to walk but it felt really good when Charlize moved. As she bent to pick up her panties Nurse Darkholme returned to normal, wearing her untorn white latex and fishnets and a big stupid smile. Charlize pulled her panties up. They didn't fit quite right with the dildo inside her so she pulled them to one side, double-dildo sticking out eight inches.

Maggie looked at Nurse Darkholme suspiciously.

"Can you, like, still do medical stuff? You look like a total airhead. What would you do for a girl with a broken leg?"

"Ummm, that's totally hard. I'm like a lesbian fucktoy so I'd fuck her till it didn't hurt?"

Nurse Darkholme looked proud of her answer but as Charlize tried to get her cheerleader's skirt on over the double-dildo protruding from her cunt Maggie's brow was furrowed with thought. That expression looked totally weird. Charlize smoothed her skirt; it was so short it didn't even reach to the end of double-dildo sticking out of her pussy. She pulled at the skirt and pushed down on the double-dildo but neither made it any less obvious, though she did almost cum which made her feel like a better fucktoy.

"OK, we're going to totally take you with us. But you need a disguise, like you'll be a new girl trying out for cheerleading. New at the school. So you'll totally need big boobs. Can you like look like, uh." Maggie paused as she tried to think. Then inspiration hit her. "Like a teenage Miss Frost only, like, brunette?"

Nurse Darkholme changed shape. Her breasts became much smaller, smaller than Charlize expected until she slapped her forehead and exclaimed "cheerleader". Then they became as big as her and Maggie's. Briefly Charlize wondered if Nurse Darkholme knew what Headmistress Frost had looked like as a teenager. Then she shrugged and wiggled into her cheerleader top. It felt really good how her titties bounced. Nurse Darkholme was watching them which made Charlize totally horny. Girls enjoyed having their tits stared at. So she returned the favour and the disguised nurse's smile got brighter.

"Cool, that should totally work, Nurse Darkholme."

Maggie paused and that weird thinking look was on her face again. Charlize wasn't sure what she made of it until she remembered she was Maggie's devoted lesbian fucktoy. So it was totally sexy.

"You need like a disguise for your name too. A new name. Like, uh, like a stripper name."

"Like Candi or Bambi? Or, oh oh, Raven?!"

"Yeah, only like better than those. I know a totally good one: Mystique."

Raven Darkholme was briefly confused. Wasn't Raven a good name for her? But she was an obedient fucktoy so she was Mystique now. She swelled with pride at being renamed by her mistress.
Maggie looked at her two obedient bimbo fucktoys and smiled. She pulled the double-dildo out of Charlize's cunt as the blonde moaned in pleasure, and put the sextoy in her satchel.

"This is totally the bestest day ever! Misty, Charlize, let's go to practice."

Next Chapters

Or add your own

SuperStories Wall

Drake G. Reaper - 5/24/2018 4:27 PM
Hey guys I was wondering if any of you would be interested in doing a legend of belial styled story?
Evva - 5/24/2018 3:02 PM
good chapter GAV. This chapter made me curious if Babs will join the harem or not.
colleem - 5/24/2018 12:50 PM
Jtreat :) really liked how the story started :)
C.King - 5/16/2018 5:15 PM
Interesting zig zags at the moment, GAV. Will she, won't she... be in the harem.
gothamalleyviper - 5/16/2018 5:04 PM
Posted another chapter, please leave feedback.
Gorel - 5/13/2018 9:44 PM
There's always the charm of turning heroic ladies into baby factories
Gorel - 5/13/2018 9:40 PM
There's always the charm of turning heroic ladies into baby factories
gothamalleyviper - 5/13/2018 2:44 PM
To all the mothers out there have a nice day. I thought about adding to Holiday Madness, but other than giving someone morning sickness I couldn't think of what to do.
Gorel - 5/13/2018 11:54 AM
Happy Mother's Day!
gothamalleyviper - 5/12/2018 6:00 PM
Still not sure which path to take for Harem App, if anyone has a vote let me know.

You must be a member to post to the wall