Carol stared up at Loki as she leaned back, her eyes lidded with desire. She spread her legs wide, rubbing her breasts, and pinching her nipples, eager to feel his thick cock back inside her again.
Loki's eyes met hers as he leaned over her, teasing and full of mischief as they stared at each other silently.
She let out a soft moan, feeling Loki's rigged cock teasing her pussy lips. She tilted her head up, pressing her lips to his in a gentle kiss, smiling as he deepened the kiss, kissing her back passionately as he grabbed her wrists, holding them over her head.
Carol moaned into Loki's mouth, straining against his grip. She had no hope of freeing herself; they both knew it, but that wasn't the reason she fought him now.
There was a part of her that reveled in these feelings of helplessness, one that was firmly dictating her actions now. She felt Loki's weight on her, pinning her down as she wrapped her thighs against his hips.
She arched her back, pressing her chest against Loki's muscled form, leaning deeper into their kiss as their tongues continued their duel.
Just as her lungs burned, Loki broke their heated kiss, his lips now trailing down her neck as she lay there breathless beneath him, feeling a deep ache between her thighs.
She shuddered, letting out a keening moan as Loki sucked on her neck, but she didn't pull away, and instead tilted her head to the side, exposing more of her neck to Loki's hungry lips.
She gasped as Loki switched to holding her wrists above her head in a one handed grip, his free hand wandering down her chest, giving each of her breasts a firm squeeze, and her nipples a soft pinch before descending lower, down her stomach, and below her navel, but to her surprise he didn't press his fingers into her dripping core like she expected, and instead trailed them around her hip.
Her breath came out in a short gasp as his index finger found the crack of her ass, trailing up and down, circling the rim of her ass before moving back up again. She pressed her ass against his finger, desperate to have his fingers inside her as she fell into a haze of lust and desire.
She looked up at Loki, breathing softly, hoping that he would take her again after his lips left her neck. Their eyes met for a long moment, the same lust and desire reflected in his eyes as he turned them on their sides.
"Master," she murmured, feeling another tremble of desire as Loki pushed the tip of his finger inside her ass. She clamped down on it, afraid he would pull it out, only letting go when he pushed his finger deeper inside her, sliding it in until she felt his second knuckle pressing against her asshole.
She grunted as Loki pumped his finger inside her as he held her gaze. "Please, Master," she moaned. "I need more." And a second later she was rewarded when he pushed a second finger inside her tight ass.
She didn't know why it felt so good to have his fingers inside her like this, or why Loki suddenly seemed so fixated on her ass, but she didn't question, unwilling to break the sexual tension sparking off them.
She rubbed her legs together, feeling her slickness dripping down her thighs, her pussy aching to have his cock back inside her again.
Loki leaned forward, claiming his slave's lips as he fingered her ass, slowly and sensually, stretching her wider. He could tell she was almost ready, needing just one final push.
Carol moaned into Loki's mouth, lost in a sea of desire as she sucked on his tongue, loving the feel of his fingers in her ass.
She broke their kiss, letting out a strangled gasp as Loki picked up the pace, her pleasure rising another octave as she wondered if it was possible for Loki to make her cum just by fingering her ass.
She looked into his eyes, seeing his hunger, his lust, his need. Her heart fluttered, feeling an intense and powerful attraction to her captor as the rest of the world faded into the background.
She spread her legs wider, hoping he would take the invitation, and push his cock into her needy pussy, or at the very least, release her wrists so she could finger herself as he continued to tease her.
She thought it had worked when she saw the growing smirk on his face, and the mischievous glint in his eyes, but yelped in surprise as he added a third finger to her ass instead, spreading her back passage even wider.
She groaned low in her throat, ineffectually straining against his grip, unable to hold back her growing frustration as she wondered what she needed to do to convince him to fuck her.
".. Pl-please," she moaned, her voice breaking, desperate with need. "M-master, I need…"
"What is it, little slave?" Loki teased, his smirk widening into a knowing grin.
"To c-cum," Carol breathed, struggling even to speak as Loki held her on the precipice of release.
Loki chuckled huskily, loving the look of desperation and all-consuming need on his slave's face. "You can do better than that… tell me what it is you need, my slave."
"M-master!" Carol squealed, letting out a loud moan as she writhed in Loki's grip. "I need… you inside me.. Y-your c-cock. Pl-please…" She groaned as Loki curled his fingers inside her.
"On your hands and knees," Loki ordered, releasing his grip on his slave's wrists, watching with satisfaction as she scrambled up, turning her ass to him.
Carol let out a satisfied groan as she felt the bed shift behind her as Loki gripped her hips tightly, pressing his shaft against the crack of her ass.
She looked over her shoulder, silently pleading for him to quench the fire between her thighs, letting out a shuddering breath as she felt the tip of his cock rub against her slick folds, nearly setting her off then and there.
"GAAWD!" She groaned, straining against Loki's grip as she tried to impale herself on his throbbing cock, but Loki just held her in place, continuing to tease her slick entrance with the patience of a man that had an eternity to act.
"Please, Master," she begged, her need growing by the second. "F-fuck me."
Loki drove the head of his cock into Carol's dripping core, feeling the wet heat of her pussy as he fucked her with slow, shallow thrusts using only the tip of his cock.
"Ugghh!" Carol groaned, gripping the bedsheets tightly in her fists, desperately craving more, but she was at Loki's mercy, and they both knew it.
"M-more…. Please… master," she begged, rewarded again when Loki sunk his cock deeper into her quivering pussy, but to her frustration, continued at the same, slow, and deliberate pace as before.
She pushed her hair out of her face, arching her back as she let out a guttural moan, looking over her shoulder again with pleading eyes.
Loki was the most skilled lover she ever had, easily taking her to heights of pleasure she hadn't ever thought possible, and capable enough to hold her on the edge of release for as long as he pleased, easily turning her into a quivering mess any time he pleased.
Their eyes locked, hers full of need and desperation, and his calm and collected as he stopped. Carol held her breath as Loki released her hips, reaching forward as he placed his hand on the back of her head, pushing down gently.
The meaning was obvious, even in her sex-starved state, and before she knew it, she had leaned forward, pressing her forehead firmly against the mattress, as she spread her legs even wider for him.
She let out the breath she had been holding as she felt Loki's hands on her back and ass, squeezing and fondling her as he traced his hands over her curves, further heightening her arousal.
She gasped softly, confused as Loki leaned back, easing his cock out of her dripping pussy until just the tip remained.
Groaning, she wiggled her hips, hoping to entice him, only to be disappointed when he slid his cock out of her pussy completely instead.
She heard Loki chuckle softly as he massaged her ass. He was so good at teasing her, building up her pleasure, even when denying her what she craved, or perhaps because of it? She wasn't sure anymore.
She couldn't risk defying him, not now, too afraid that he would stop and leave her in this state.
She mewed softly, feeling his thumb on the rim of her ass slowly circling it. It felt good, just like everything Loki did to her, but it wasn't what she needed.
She wondered again why Loki had suddenly become so fixated on her ass, first in the tub, then here. It wasn't the first time he had put his finger back there, but he had never drawn it out for this long before.
She groaned, pushing the thought out of her mind as she bore down on his thumb, hoping that when he saw she wasn't fighting him, he would stop teasing her, and finally let her cum.
She tightened her grip on the bedsheets as she raised her ass a little higher, grunting softly as Loki pumped his thumb inside her, hoping that he would at least finger her pussy at the same time.
She frowned as Loki's thumb sunk a little deeper inside her, wondering if it was actually his thumb, and not a couple of his fingers instead.
She shrugged it off after a few seconds, squeezing his fingers as he pumped them inside her ass, hoping that he would get the message.
A few moments later, Carol groaned low in her throat as Loki pushed his fingers even deeper inside her ass, but what he did next left her gaping as she felt both his hands return to her hips. She whipped her head around, staring at Loki in shock as she realized it wasn't his fingers inside her ass at all.
Loki smirked at the look on Carol's face as he held on firmly to her hips, half his length buried in her ass already, and it wasn't a moment too soon as Carol shot forward, but he held her firmly, slowly pulling her back on his stiff cock.
"Damn it, Loki!" Carol growled, struggling against Loki's grip, silently cursing herself for not realizing what he was up to, only to let out a pained yelp when he landed a sharp smack on her ass.
"Forgetting our agreement already, my slave?" Loki asked with a raised eyebrow, his eyes dancing with mirth.
It took Carol a second to realize what he was talking about before she let out an angry huff. "Fine, Master! Happy now?"
"Immensely," Loki replied dryly, easing his cock forward, only for Carol to clamp down on his cock again, looking back at him defiantly.
Loki smirked, content to take his time and savor this victory. "Come now, Carol, you had to see this was inevitable."
Carol growled, glaring daggers at Loki, remembering all too well when Loki had put the plug in her ass the first time, feeling like the same thing was happening all over again as she tried to ignore the steady pressure of Loki's cock stretching her back passage.
"Always so stubborn," Loki tsked, tracing his hands down Carol's sides before gripping her thighs, pulling them wider apart.
Carol yelped, fighting back the spike of arousal as she felt Loki's warm hands gripping her inner thighs, just inches below her dripping core. The momentary distraction cost her as she felt Loki's cock slide a little further inside her before she clamped down on it again.
She moaned, unable to hide the shock of pleasure she felt. His cock was already deeper inside her than her plug, pressing snugly against her inner walls. "It's too big," she groaned, breathing a sigh of relief when Loki stopped pressing forward but still made no move to remove his cock.
She breathed deeply, struggling to get her thoughts together. It didn't hurt; more than anything, it was just uncomfortable, but that wasn't what worried her.
Would there be any going back after he made her cum like this? Everything Loki had done to her had felt so intense, so sensual. With each act he brought her to heights of pleasure she had never expected, and each time she fell further and further into his thrall.
She knew she should fight, that she couldn't just allow Loki to claim another victory over her, but there was a growing part of her that wanted to feel what this was like.
She had experienced this in her dreams already, but her dreams were muted, nowhere near as intense or satisfying as reality.
Loki, sensing the shift in Carol's resolve, inched his cock deeper inside her, enjoying the velvety heat of her ass as he leaned forward.
Carol groaned as Loki's cock stretched her further open. The dull ache had faded away when he stopped earlier, giving way to an intense undercurrent of pleasure she was unprepared for.
She was losing ground, her resolve cracking, and worse, there was nothing she could do to stop it.
She had never considered doing something like this before, not with anyone, at least until Loki captured her.
In a way, it felt like the ultimate act of submission, allowing Loki to take such an intimate part of her, but he had a way of pushing past her boundaries, making her curious, making her want it, and in the end making her question why she had ever been against it in the first place.
If she gave in and allowed him to claim her ass now, what boundary would he push past next? What new heights of pleasure would he bring her to in the process? Would it make him her master in more than just name?
Her breath came out in short gasps, the heavy thoughts still swirling in her mind as she fully appreciated the length of Loki's cock as he continued to push forward.
She closed her eyes shut as she gripped the bedsheets tightly in her fists, determined not to give in without a fight.
"Ugggh!" she screamed out in delight as Loki unexpectedly reached up, flicking her clit, sending a surge of pleasure coursing through her as he pushed forward again.
Loki looked down, seeing that he only had a few inches to go before he fully sheathed his cock in the velvety tightness of Carol's ass, but despite her obvious arousal she was still fighting him, making it all the more satiating to claim another piece of his slave.
He smiled, her moans and mews of pleasure filling the air as he took what was his, enjoying every second of their battle of wills as his slave's sensual defeat neared.
Deciding to take things a step further, he pressed a finger into her slick folds, pumping it slowly as Carol writhed beneath him.
He had kept her on the edge of release for this very reason, building her pleasure higher and higher as he slid the last inch of his cock into her ass, ensuring she would always remember this moment as one of intense pleasure and yearning.
Carol let out a ragged breath as she felt Loki's thighs press against her ass. She had never felt so full, yet so intensely aroused, in all her life.
Her resolve cracked, knowing her defeat was all but assured now, and that Loki would make her enjoy every second of her defeat.
"How does it feel, my slave?" Loki teased, leaning over to whisper in her ear, already knowing the answer.
"G-good," Carol moaned softly, giving Loki's cock a firm squeeze as she did, rocking her hips as much as she could in Loki's grip as she ground her pussy against his probing finger.
"You haven't felt anything yet," Loki replied, smirking as he removed his finger from her dripping cunt, earning a groan of disappointment from his slave.
He gripped her hips again, slowly leaning back until just the tip of cock was inside her ass before pushing forward again, this time a little faster.
Carol arched her back, letting out a keening moan as she felt another jolt of pleasure as Loki pushed forward again, surprised by how easily her ass stretched to welcome Loki's thick cock inside her.
The pain from before was all but gone now as he bottomed out inside her for a second time, but she had little time to consider it as Loki leaned back again, sawing his dick in and out of her ass as he gradually picked up the pace.
The pleasure felt different from when he took her pussy, but no less intense as he pushed his cock deep inside her with each thrust. Even without him touching her pussy, she felt her arousal building.
When Loki pulled back on her hips, she didn't hesitate this time as she fell in rhythm with him, pushing her hips back to meet his thrusting cock.
She felt lightheaded, the intensity of her arousal almost too much for her to handle as she screamed out in ecstasy, not even sure what she was saying as she felt Loki's hard cock throbbing inside her ass.
As he pulled back, she squeezed his cock, adding to their combined pleasure before bearing down, welcoming his cock back inside her again.
She ached to reach for her slick pussy, to finger herself to completion, but one look at Loki told her it would only end in another spanking if she tried.
She leaned forward, raising her ass higher as she pressed her cheek into the mattress, grunting as the new angle allowed Loki to push his cock even deeper inside her ass, intensifying her pleasure even more.
She was so close now. She needed it. "M-master," she moaned wantonly, letting out a shuddering breath as all the pretense fell away. "P-pl-please… let me… c-cum," she begged wantonly.
It was like a switch went off the moment she begged as Loki suddenly slammed his hips forward, slapping them into her ass with loud claps, now practically shoving her into the mattress with each thrust.
"EIEEEEEE," she squealed, struggling to hold on as she pressed her palms against the mattress, raising her head, hearing Loki grunt behind her as he kept up the same relentless pace until she finally came.
"GAWAD!!!!" She screamed out, her elusive orgasm finally washing over her, her whole body shuddering, and tingling with desire as Loki fucked her through her orgasm without pause.
She breathed heavily, feeling like a limp noodle as Loki continued to fuck her, no longer having the strength to do anything but lay there and take it, her pleasure building anew as he claimed her all over again.
Loki finally grunted after another half dozen thrusts, unable to hold back any longer as he finally unloaded, filling Carol's ass with his seed.
Carol let out a soft moan as Loki came, her eyes drooping as she came a second time. It wasn't as intense as her previous one, but still enough to make her toes curl.
She let out a contented sigh as Loki wrapped his arms around her, pulling her close, making her feel safe, and protected as he whispered in her ear. "Go to sleep, Carol."
Loki watched his slave for a moment as she slept, the mental suggestion putting her out like a light. The room he created with the aid of the Reality Stone faded away, returning the bedroom to its original form.
Reluctantly, he leaned back, his cock popping out of Carol's ass as he stood up. The collar had worked even better than he'd hoped. He had felt none of the normal mental and physical strain of using the stones he normally did, and from what he observed, Carol hadn't felt it at all.
He left the bedroom, going to the stasis pod he'd locked Proxima in. While he'd solved the problem of using the Infinity Stones in battle, Carol would still need to be close by for him to draw on their power, and for that he would need a protector to keep her safe.
He opened the pod, activating the Mind Stone to keep Proxima knocked out as he delved deep into her mind, noticing immediately how much easier it was to use the Mind Stone with Carol and the collar to act as a conduit.
As he examined Proxima's mind, he quickly realized the magnitude of his task. Unlike with Carol, this would be a fundamental change of her loyalties, and deep-rooted aspects of her personality.
He viewed her formative experiences, seeing the planet she grew up on, a war-torn world in the outer reaches of the galaxy, plagued by never-ending conflicts and power struggles.
When she was little more than a teenager, Thanos invaded her world. It was swift and brutal, and none of the warring factions of her world had the resources or the skills to put up even a token resistance against Thanos's forces.
Loki watched through Proxima's eyes as Thanos's forces slaughtered half her people, how he took a select few into his service, her included, and the brutal training they put her through.
He watched as Thanos took an interest in her, seeing her potential, and threw her headfirst into even more brutal and deadly training, and how she had slowly risen through the ranks until she was finally inducted into the Black Order.
The training went far beyond physical, with various mental conditioning techniques used to break her down, then put her back together, completely loyal to Thanos and his cause, suppressing her emotions, her compassion, teaching her to be cold and calculating while following orders without hesitation.
Loki sighed, having expected something like this, remembering his own introduction to Thanos, and how he'd attempted to manipulate him to do his bidding as well.
The process was slow, painstakingly slow. He needed a way in, something to break through her conditioning, and her loyalty to Thanos. Entrusting the safety of his most prized possession to Proxima meant he couldn't cut corners, nor could he afford to make a mistake.
Finally, after what felt like hours, he hit upon the mother lode. A set of memories buried deep within her psyche. They included her one and only escape attempt, her recapture, forced indoctrination, and watching as the rest of her people were killed as punishment.
He brought those buried memories back to the surface, allowing Proxima to see the monster she served, and what he had done.
Proxima's memories swirled, other memories coming to the surface as cracks finally formed in her conditioning, and her loyalty to the mad titan fractured.
He pushed more thoughts to the forefront of her mind. Her training with the Black Order, the brutal conditions she lived through, those that had not been so lucky, and what happened to her people.
Her deeply rooted hatred for Thanos resurfaced, along with multiple suppressed memories of hating the mad titan in the early stages of her training, before the metal conditioning took hold, allowing Proxima to see what she had been through in its totality for the first time.
New memories formed, trying to make sense of her disjointed reality. Her need to seek revenge on Thanos, biding her time, rising through the ranks to become one of his most trusted generals, all in the hopes of one day growing strong enough to kill him.
Finally, with the opening he needed, Loki struck, transferring Proxima's former loyalty from Thanos to himself, but to make sure it stuck he needed to alter her memories as well.
He couldn't alter too many of them, or go too far back. It would create inconsistencies in her memories, gaps that he would then have to fill as her new memories rippled outward.
He started with their first meeting on the asteroid, how she and Cull Obsidian had fought him, how he had tricked her into killing Cull, and her own defeat at his hands, but instead of falling unconscious she would remember being captured and interrogated.
How he told her he could kill Thanos, the one thing she could never do, and her believing him.
The memory set, taking root in her mind, altering her recollections of their battle until she remembered it being far more one-sided than it had actually been, justifying her belief that he would be the one to kill the mad titan.
Loki hesitated for a moment, looking at Proxima carefully, hating the idea of revealing his secrets, but saw no other way to ensure Carol's safety, reminding himself that she and Cull weren't the only members of the Black Order, and they had both came uncomfortably close to discovering Carol.
He implanted the memories of their discussion, how he planned to collect and use the Infinity Stones to put an end to Thanos once and for all, and Carol's part in it, smiling with satisfaction as new thoughts and memories formed in Proxima's mind.
A deep-seated need to protect Carol formed, an understanding of the authority she would have over her, and how it would only be second to his.
He waited with bated breath as the memories and changes to her psyche solidified, and she internalized her new role as Carol's protector.
He pushed forward again, but this time not to alter her memories, but to improve the connection between her mind and body, similar to what he did to himself. He increased her reaction time, the speed at which she processed information, and her intelligence.
When he finished, he closed the pod, locking Proxima back inside, knowing that it would be some time for the changes to take full effect, smirking as he imagined Carol's reaction to her new bodyguard.
It also didn't hurt that Proxima was a beautiful woman in her own right, and at any other time he wouldn't have hesitated in taking her to his bed as well, but he couldn't afford to indulge himself, at least not yet.
He needed Proxima's soul focus on protecting Carol, and couldn't risk splitting her attention for his own indulgences, not with Thanos in possession of the power stone, and two other stones still in the wind, stones he didn't even know where to begin his search for.
With one last look at Proxima, he turned, returning to his bedroom, finding Carol tossing and turning in her sleep. He lay down next to her, pulling her into his arms possessively.
Lining up his cock with her asshole, he sheathing himself back inside her, watching as Carol's movements stilled as she fell into a restful sleep before closing his own eyes.
***
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