The Ultimate Take-Down Part 2
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The Ultimate Take-Down


with some help from Catbatbom900900


Part Two


“Aaaaaarrgggghhh!” I let out a yell that came from the most intense pleasure and most intense pain you could imagine as all my muscles began to heave like moving earth. My back curved and swelled, my chest heaved out. It was better than any pump at the gym. I could feel the muscle fibers multiplying by the millions. You could almost hear it, like an avalanche of rumbling rock. My shirt went first, ripping open as my chest exploded out and my arms burst their sleeves.

My pants buttons shot off, and the legs tore open. Veins shot out all over my paper-thin skin. They glowed and pulsed green through my tan.

The shreds of clothing fell off my body as I stood up. As I had planned my brief and my boots stretched with the growth and were all that remained on my massive body. Superman had a puzzled look on his face. I was the same 6′, but now weighed at least 350 pounds. I stretched my arms out and spread my lats. I felt like a bomber jet. My chest had to be at least 65″ of boulder rock. It heaved from below my chin, nipples pointing down to a freaking unreal 10 pack, ten pistons of living steel muscle, and a waist that stayed 30″. My arms had to be 25″ unflexed. My forearms were solid anvils. My quads bulged with so many slabs of muscle I could hardly see my feet. My briefs were full with a monster balls and cock. I itched to test its true size. 

As I moved, every shred of muscle flashed and rippled underneath my skin, veins glowing green. I smiled, drinking in the power. I caught a flash as Superman’s eyebrows raised seeing my body. His eyes glinted. I knew that look, that look of amazement, that momentary spark of sexual energy.

I stepped closer. Suddenly Superman started to falter. I knew he was starting to feel the effects of the Kryptonite, but he was trying not let on.

“Feeling something?” I asked quietly.

“No.” he said. He was lying.

“Feeling weaker?” I said stepping closer. “Hurting?”

“What’s your game?” he said haltingly. He was starting to weaken.

“My game is you, Superman. Winner take all. And I intend to win.”

I charged at him with arms up. He reached up to stop me. Our hands met in a grip above our heads with loud “slap”, fingers locked like vices. He groaned a deep throaty groan on impact.

He was feeling the pain of my Kryptonite grip but held firm. We were locked face to face, arms and bodies straining against each other. This was it. This was the test. And I was into it. His arms were huge, bulging. But face to face with his arms, mine were bigger!!!

 “Yeahhh!” I thought. “This is gonna be good!”   

Even weakened he was strong, and he was taller than me. Normally his grip pushing down on me would have broken me in half. But the Kryptonite was weakening him and in turn giving me super strength, super speed and near invulnerability. His teeth were gritting together, his forehead sweating, his neck muscles flaring. He couldn’t move my arms. He was trying to hide the pain in his gut. I looked straight into his eyes. I had to resist the urge to reach over and kiss that beautiful anguished face. But not yet. Not until he went down, not until he wanted it.

I felt the power coursing through my body, and I pushed. Suddenly, his wrists wrenched back, and he let out a low grunt. He tried to stop me, but I now had the upper hand. I pushed, bending his hands back. I could feel him starting to shake. I could feel him weakening. I pushed harder. He was starting to shake. He groaned and then it happened – he faltered but he never let go of my grip. I pushed harder and harder till I broke his resistance. I pushed harder and I pushed him downward – driving the Man of Steel to his knees. He was fighting but he knew he was losing. His legs buckled. His knees hit the ground. He kept glaring up at me, trying to push me off. The feeling of power of forcing him down was unbelievable.

“You won’t take me.” he said with strain in his voice.

“Wanna bet?” I smiled. Then I kneed him in the chin, cracking his head and body backwards and leading though with a right punch to the side of his head that sent him backwards onto the ground.

He started to get up off his back, shaking the stars out his head. But he was weak.

“Why?” he said in a hoarse voice.

“For the challenge. The pain from the Kryptonite will pass as soon as the serum is fully metabolized in my body, and then we’ll be equal in strength, speed, power. Only I have more fighting skills.  Are you up for the challenge?  Do you fight for stakes?”


“I win. I fuck you. You win. You fuck me. But that’s not going to happen.”

“You’re crazy.” he said, getting to his feet.

He started to fly up, to get away. But I grabbed him by both ankles and held firm. I held him suspended in the air. He tried to fly, but he couldn’t get away. The Kryptonite had weakened his power of flight. My new bull legs were planted firmly on the ground holding him back. I started turning, spinning his body like an anvil thrower, faster and faster, moving closer to a 3 foot thick steel girder holding the roof up. With a twist I slammed him midsection first into the girder. The Man of Steel yelled and doubled up around the metal beam. It bent on impact.

I didn’t let go. I lifted him up again and swung him around by his heels into the girder once more like a human bat. He was still invulnerable but his body jolted on impact, emitting a deep groan from his gut. The building shook as the girder was knocked out of it’s base. His body crumpled to the ground, wind knocked out of him.

I picked him up by his feet again and swung him again – this time letting go. He shot high up into the metal rafters breaking beams and smashed into the metal ceiling.  Girders and debris came down around him as he crashed back to the cement floor. He seemed a bit dazed, starting to lift himself to his feet. I wondered if he felt that. I quickly reached down, grabbed his cape whipping it around his neck, bunching it in a tight grip and slamming my hand into his back.  I pushing him full force into one of the uprights – face, body, and all. The whole girder shook as he slammed into it and bounced back. In one smooth move I whipped the cape from his neck, spinning him like a top, ripping it off his back. Superman slammed to the floor face down. He lay there for a moment.

Yeah, he felt that alright!  My cock jumped. He looked better without his cape.  His whole back exposed, blue fabric ripped but still covering huge slabs of back muscle – peaks and canyons sloping down to an incredible double-boulder-shaped muscle ass – all covered in red. The bull in me was ready to charge.

He shook off his shock and pushed himself over on his arms.

“I know you like to fight, Superman.” I said. “You do it often. I do it often. It’s a man thing. Doesn’t it make you horny to fight?  Doesn’t it make you hard. Man of Steel? It makes me hard.” I pointed to my thickening cock.

“Shut up! I don’t want to fight you.” he said. He shook his head, but I could tell I was getting to him. I could tell there was that edge of uncertainty about what we about to get into.

He got up to his feet and tried to fly off the ground. He still couldn’t fly.

“Your flight’s gone, man. It’s the Kryptonite. But soon you’ll have your strength back, and then it’ll be just you and me – mano-a-mano.” I danced a little bit around him, waving my hands in front of me, gesturing him to come at me.

He stood in front of me – a wide-open target. I spun faster than he could imagine with a karate kick, smashing the side of my foot into the side of his head. He staggered and shook the stars out.

“That was too easy, man. You just gonna let me beat you like this?” I swung my right fist towards his face. He grabbed my wrist with his left hand – holding it incredibly hard. His strength was back.  His teeth gnashed in his mouth like a dog starting to growl.

“That’s it, get mad. Makes it better”, I said.

He sprung at me with his other hand. I grabbed it and used his momentum to toss him up above my head and flip him onto his back on the ground. I let out a warrior yell and dropped back, driving my elbow into his abs. He let out a deep yell as the blow sank into his gut. I followed by whipping my forearm back and bringing the back of my fist down on his face. Pain shot across his features, eyes winced, face scrunched. A rare expression for the Man of Steel. It made me smile.  

I grabbed him up by the front of his costume, bunched the “S” on his chest and lifted him up to his feet in one complete move followed by ahaymaker to his jaw. My knuckles hit hard, still-invulnerable skin, but the blow connected – crack! He reeled back. My grip tore the front of his costume so that the once proud “S” ripped off in my hand.

I stood in front of him as he stumbled.  My cock was like iron. It was at least 12″, mushroom head jutting straight up out of my brief. I could see Superman’s thick, muscled chest covered with light hair under his ripped costume.  I’d always wondered if the Man of Steel had man-hair. It made me all the more anxious to rip his fuckin’ blue and red suit to shreds.

He righted himself, panting hard. I ran at him. He started to bolt up at me, but I jumped and landed a karate kick across his cheek that sent spit flying from his mouth. He spun around and staggered. Sweat covered his face. I stood in front of him.

He swung with his right and struck me square in the chest. The blow catapulted me 100 feet back into the wheel of the old jet plane. I felt the impact of my back against metal and rubber and heard a crashing sound as the wheel gave way. The entire plane came crunching down on top of me, etching my now invulnerable body into the fuselage. I felt nothing, just some pressure. I smiled inwardly and reached my arms out. It was amazing to feel the weight of the plane as I pushed. The power flowing through me was like almost as good as sex. The fuselage creaked and cracked as I staggered to my feet and pressed the whole plane up over my head. Superman who stood there with an amazed look on his face. I stood there holding the plane up in all my muscle-pumped glory. “Yeah, you really think you can take me, Man of Steel?” I thought. I pushed up and tossed the plane behind me, like it was a bag of garbage. The jet to the floor, shattering in two and breaking deep into the cement. Superman still had that amazed look on his face.

A smirk crossed my face. “You know why I have an extra edge?” I asked him. “It’s not just my strength or my skill.” I stepped forward, pointing to my full briefs. “It’s my heat-seekin’ missile that drives me. What drives you? Whatch you got in your tights, Man of Steel?”

He glared at me. His body seemed to swell twice his size as he spread his lats and arms to the side. “You want a fight?” he said. He looked down, his eyes sparked and his heat vision atomized the rest of his torn top. Like the alpha male he was, he was showed me his weapons – a staggering bare muscled torso, built and ripped beyond what I had imagined. He clenched his fists at this side. The muscles and veins in the forearms swelled like air had just been pumped into them.  His unflexed biceps swelled like huge cinderblocks on the fronts of his upper arms. He looked up at me with daggers in his eyes. ” …You got a fight!” he sneered.


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1 thought on “The Ultimate Take-Down Part 2
4 (1)

  1. So-o-o…the serum's Kryptonite wears off shortly, leaving the fight-circuit hero mega, but gradually Superman to come back to non-Kryptonite power. I'll LOVE the beatdown until that point, but what was the narrator thinking would happen to him half an hour or so after his victory fuck? That Supe would be so blissed out that he renains his fuckbuddy? Gotta see.

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