This story contains gay erotic material that is not suitable for minors to read. If you are offended by non-consensual sexual situations, please do not read. More stories are available by this author at

The Nerd looked at his watch as he sat in the museum security room waiting for the right time to make his entrance. The main floor of the museum was packed with villains and criminals, all waiting for the main event. He looked at the monitors with disgust and he sneared as they milled around. They were all fools. Every single one of them. For years they have fought to defeat Ultraman and ended up in jail for failing. With one brilliant plan he not only took down the hero but soon his place in New Statesville will be secured.

The villain went over to the table where some of his gadgets waited for his attention. He had built all of these on his own. Unlike pathetic villains like the Puzzler whose gadgets were used to commit crimes, The Nerd made his gadgets for domination. Growing up, he was always picked on because he was smarter than other boys. His small stature was a magnet for bullies to treat him like dirt. Combined with the fact that he was gay made him a natural punching bag. After tonight he would never be bullied again. Ultraman would face his ultimate defeat and The Nerd's name and face will be feared instead of ridiculed.

After making some final adjustments, The Nerd smiled as he checked his watch again. It was time to make his entrance. He left the security room and went around the long way to the stage where the rest of the criminal elite waited. Taking control of the museum was just one small step in his master plan. The villain not only made sure the museum staff would not interfere, but he even made a quick trip to the police station to make sure that the police would stay away tonight. The Nerd had some special plans for some of the policemen, but that could wait until tonight was over.

Taking a deep breath, The Nerd walked through the curtain towards the center stage. All eyes went to him as the conversations quieted down. He waited until the last of the talking died before he raised his arms in triumph. "Welcome everyone to a very special night. Our guest of honor will arrive soon and you all will witness history tonight. Tonight we take back this city and the world will bow to our might!"

The crowd cheered as The Nerd basked in all the attention. It was about time that people recognized him for the genius that he is. Tonight would only be the first of the many victories that awaited him as he took the world by storm. The villain looked towards the entrance doors as a silhouette floated down from the air. Good, it looks like his new pet was on time.

The Nerd gave the signal for his light crew to point the spotlights on the entrance of the museum. "Ladies and Gentlemen, I give you Ultraman!"

The hero looked stunned in the spotlight as the crowd started clapping and cheering. Ultraman looked like he hadn't sleep at all. His normally styled blond hair was disheveled and his costume looked like he didn't change from last night. The idiot really didn't have a clue. The Nerd smiled as his plan unfolded exactly how he wanted it to. Ultraman paled as he realized exactly who was in the room. The Nerd wanted to laugh at the hero's predicament. This was only the beginning, he thought with glee.

"Ultraman, come on up!" The Nerd shrilly called out. The fear on Ultraman's face was too delicious for him to see. His cock sprang to life as he watched the hero slowly make his way to where his fate rested. Every step that he took, the hero looked more fearful. He might have been able to defeat of the villains and criminals gathered here in peak condition, but judging by the bulging briefs that he wore, the hero was getting too turned on to resist. Groping hands touched every part of his body as he made his way up to the stage. Ultraman was the ultimate prize for The Nerd to take. Handsome, muscular, and powerful, the hero was the symbol of all the bullies that he ever faced. With Ultraman in his control, the world would fall like dominos. He had big plans for the hero in the days to come.

As Ultraman reluctantly climbed the stairs to the main stage, his bulging briefs had transformed into a raging erection trapped in the confines of his tights. No longer having the powers to escape, the hero weakly stumbled on the stage. Completely powerless, there was no stopping tonight's events from unfolding. He looked fearfully at his master, "Please don't do this!" He begged.

The hero's begging sent a sexual thrill through The Nerd's being. His wildest fantasies could not compare to the real life hero begging for mercy. He wanted to take Ultraman right there in front of everyone, but he managed to control his urges. There will be plenty of time after tonight to ravish the hero. His eyes on the main prize, he turned to the villains and criminals cheering. "Tonight we will see a new era! Ultraman will be defeated and New Statesville will be ours to control!"

Ultraman shook his head in disbelief as he stood powerless on the stage unable to spring into action. The Nerd laughed at the irony. His hypnosis was too powerful for even Ultraman to resist. The villain walked over to where a small table sat in the corner of the stage. He snapped his fingers and two of the museum workers ran on stage and moved it right next to the hero. The Nerd has picked out the most handsome museum workers to assist him tonight. Using his hypnosis, he 'recruited' them to help out with tonight's events.

As soon as his helpers ran backstage, The Nerd pulled off the cover on the table revealing the contents. In the center of the table was a folded costume that looked almost exactly like the one that Ultraman wore. Next to the costume was a black leather collar, a leash, wrist and ankle restraints, floggers, a strange wand, and assorted paddles.

"As you can see, I control the mighty Ultraman!" He said winking at the crowd. The Nerd picked up a flogger and lightly whipped the hero's straining erection drawing everyone's eyes to his arousement. "I asked you all here to witness Ultraman's final defeat!" The crowd started cheering as the hero moaned in despair. "Ultraman, I command you dance and strip off your costume. Show the world the slut you really are!"

The hero reluctantly started to move his hips as the spotlight followed his every move. Dance music started to play as Ultraman started to take off his belt. His face was beet red as he swung the belt over his head like a lasso. The crowd went wild watching the mighty hero humiliate himself grinding his hips and thrusting his hard, spandex covered, erect cock towards the very criminals he spent years fighting.

The lights dimmed until the spotlight on the hero was the only light in the room. The Nerd smiled as the multicolored lights turned on, the very lights that brought about Ultraman's fall. The hero turned around and shook his ass as he slowly took off his shirt. The crowd could not take their eyes off the hero as the combination of the hypnotic lights and the dancing hero caught their undivided attention.

"Look at Ultraman stipping for you, my estemed criminals of New Statesville!" The Nerd commanded as the lights danced all over the half naked stud. "You feel your will being drained and you feel relaxed while being entertained. I am your master and you will do as I command."

Ultraman got his shirt over his head and he turned back around to face the crowd shirtless wearing only his trunks and tights. He ran his hands over his chest and nipples moaning like a bitch in heat.

"Your criminal empires now belong to me!" The Nerd commanded the mind fucked criminals in the crowd. "You will pay me 15% of your monthly income and no major crime will take place without my direct approval."

Slowly sliding down his trunks, Ultraman turned so his muscle ass was facing the crowd. He twerked his ass slowly making sure every eyes was on it.

"You all belong to me!" The Nerd shouted with glee as the defeated hero discarded his trunks and slowly slid off his tights. His hard cock bobbed with desire as it sprung free from it's spandex cage. Now totally naked, Ultraman faced his enemies defenceless and weak.

The lights slowly returned to normal as the hero stopped dancing. The criminals in the crowd had no idea that they were hypnotized and started to cheer at the naked stud. Ultraman was now no more. He was just a naked and aroused pretty boy waiting for his next command.

The Nerd stepped forward and held his hands out towards the defeated hunk. "As you can see, our little man likes to debase himself. For years he played the alpha when he really desired to be a bottom boy!"

The criminals all laughed as Ultraman hung his head in shame. Even if he could escape from this ghastly situation, his career as a hero was over. No one would ever take him seriously again once word of his humiliation got out. His cock remained rock hard contradicting the mortification of the defeated hero.

"This is just the icing on the cake!" The Nerd laughed. "Before Ultraman can take his place as the bottom boy of the criminal world, he must first look the part! Go and put on your new outfit, Ultraslave!"

The hero walked to the table and paled when he picked up the clothes that his master had laid out for him. As he slid on the red briefs with blue stars scattered on the cloth, everyone saw that it barely fit at all. Ultraman's huge erection caused his a problem as he wrestled to get it contained by the skimpy spandex. When he finally managed to get the briefs on his erect cock caused the material to stretch to it's limit. Next was a tunic with his famous white star in the center of the shirt. As he put it on, he realized that the shirt only came to his chest and his quarter sized nipples were barely covered by the shirt. The last of his new costume to put on where knee high boots that clung to his feet and calves like a second skin.

Once he was completely dressed in his new slutty outfit, his master commanded him to slowly turn around. The crowd cheered and laughed as every part of the hero's body that was covered by the spandex was even tighter on him than his normal costume. He looked like a bottom boy slut with his cock erect and already staining his tiny briefs. Ultraman thought he would die from the humiliation of being paraded around in this slutty outfit.

"Now that our little hero is dressed in his new role," The Nerd announced as he slapped the hero's ass that was barely covered by his new briefs. "It's time for him to atone for his sins against us. Since our hero is invulnerable, Boulder will be the one to administer his punishment!"

Ultraman paled and winced as the hulking villain lumbered on to the stage. He had a hard enough time fighting toe to toe with Boulder when he was at full power and the thought of being tortured by him sent waves of fear through his soul. He looked pleadingly at The Nerd to try and change his mind.

Boulder went right up to Ultraman and stood toe to toe with him staring down with hate in his eyes. Ultraman actually started to tremble in fear as he faced one of his most powerful foes. "I'm gonna make you pay for everything you did to me!" he spat. The villain lumbered over to the table and picked up a large wooden paddle and swung it a few times in the air. "Take down your panties, Ultraman!" He barked.

Ultraman looked on the verge of tears as he struggled to slip his briefs down his legs. His erect cock popped out of it's spandex prison. Now completely naked from the waist down, the hero looked even more vulnerable standing next to his enemy. The Nerd snapped his fingers and one of his handsome assistants came on the stage with a stool.

Boulder ordered his nemesis to bend over with his arms resting on the stool. Ultraman obeyed without hesitation. "For every spanking that you get, you have to say you're sorry for fighting crime!" He commanded in his booming bass voice.

The hero trembled as he waited for that first smack on his muscled ass. Licking his lips nervously, he looked straight ahead and braced himself. Boulder used all his might and slammed the wooden paddle on the hero's ass. Ultraman cried out in pain and nearly fell flat on his face. The smack echoed through the deathly quiet room as the crowd watched in awe.

"I'm sorry for fighting crime!" Ultraman cried out.


"I'm sorry for fighting crime!" The hero said as he trembled in fear and pain. The force that Boulder was using would have killed a normal man and it was Ultraman's invulnerability that kept him from being killed. Even with this power, he still felt the force of the spanking as pain slammed into his ass and shot through the rest of his body.


Ultraman could not help himself as tears started falling down his cheek. He never felt so helpless in his entire life. It was like he was a child being punished for stealing a cookie from the cookie jar. His ass began to change from pale white to a flushed red and it took all his strength to keep holding himself on the stool. Despite all the pain from being spanked, his cock still had a life of it's own as the hardness of his erection pressed against his abdominals. Throbbing with delight, precum leaked from it's head and slowly fell down to the floor of the stage. "I'm sorry for fighting crime!"


As the spanking continued, Ultraman screamed out in pain. His tears continued to flow as his ass was beaten mercilessly with the wooden paddle. Each smack on his ass caused his screams to become more high pitched and shrill. The masculine hero had transformed to a screaming child being punished for being bad. Snot flowed from his nose and mingled with his wet tears as the might hero blubbered screaming and crying. His ass now looked like raw meat as Boulder channeled all his rage and hatred into beating it with his wooden paddle. The crowd watched with glee and laughter as the hero got his just desserts. His career was a superhero was over as word of these events would spread like wild fire.

The Nerd watched as his master plan was unfolding perfectly. This hunk of hero being reduced to a sniveling child sent a wave of pleasure as his fantasies changed to a reality. It was never his intention to just defeat New Statesville's heroic champion. The villain wanted him completely destroyed both physically and mentally. This brutal crushing of one of the most powerful heroes in the world would herald his ascension into power. After tonight, his name will be feared by both criminals and heroes. Satisfied that Ultraman had been punished enough, he signalled Boulder to stop. The brute glared at him but lowered his arm. Like the rest of the criminals in the room, he was now bound to listen to him. As the hulking villain lumbered off the stage, The Nerd walked over to where Ultraman had collapsed and curled up into a tiny ball sobbing uncontrollably.

The crowd cheered as they loved every second of Ultraman's punishment. The Nerd helped the hero to his feet and handed him his tiny briefs. Still crying from his beating, Ultraman struggled to get the briefs back on. Between the pleasure of his erection and the pain in his ass from being spanked, it was almost impossible to get the tight fabric in place.

"Now that Ultraman has been punished for his crimes against criminals, it is time for our hero to meet his new fate!" The Nerd proclaimed to the cheering crowd.

Ultraman groaned as he realized that his ordeal was not yet over. He did not know how much more he could take.

The Nerd gave the signal to his crew as two sets of curtains on each side of the stage came tumbling down. Two cylindrical chambers were revealed as the villain basked in the confusion of his new subordinates. This was his ultimate invention that will cement his powers and crush Ultraman. He took the hero by his muscled arm and led him to one of the chambers. Pressing a button on the chamber, the door whisked open and he shoved the frightened and helpless hero in and shut the door. The Nerd went to the other chamber and went into it as closed the door behind him. Pressing buttons on the console, the chambers hummed as they came to life.

The crowd watched in awe and confusion as both of the chambers started to glow. The humming filled the room and grew loud enough to override the hushed whispers of the criminals in the audience. A few minutes passed as the humming and glowing reached a high crescendo. The machines then went deathly quiet as the crowd waited to see what had happened.

The Nerd's chamber opened first and the crowd gasped as what they saw. Gone was the short skinny nerd who always relied on his brains since he had no brawn. He stood 6 inches taller and his body had been transformed to a muscular masterpiece. His clothes were ripped to shreds and barely clung to his hulking body. The Nerd flexed his newly acquired muscles and laughed with glee as he looked at himself.

Raising his arms in victory, he strutted over to the other chamber and opened the door. Ultraman tumbled out and the crowd roared with laughter at the sight of the hero. Ultraman looked at the Nerd and gasped in fear. Then he looked at his own body and almost fainted on the spot. Gone was his beautifully muscled body. He lost several inches in height and his body was now very lean and thin. His briefs that barely fit him before dropped to the ground and his half shirt fluttered loosely on his new body. The collar around his neck was no longer tight as the hero could not believe what he had transformed into. Ultraman's name no longer fit his body as he looked like a lean muscle twink instead of a studly super hero.

The Nerd grabbed the hero's tiny arm and dragged him to the front of the stage. The villain loomed over the tiny hero showing the great contrast between their new bodies. Ultraman's cock still was rock hard but it was much smaller than before. The crowd noticed and pointed at his tiny erect cock basking in the humiliation of the former hero. Ultraman covered his cock with his tiny hands and hung his head in shame.

"Behold the end of Ultraman!" The Nerd proclaimed loudly in his new baritone voice. He picked up the former hero and hovered in the air with his newly acquired powers. "Go and wreck havoc on his city! Once we have taken control of New Statesville, we will take over the world!"

The criminals all cheered as the former Ultraman started crying in his master's arms. His powers were no more and even his identity has been taken away from him. Feeling truly vulnerable, the former hero sobbed against The Nerd's massive chest. The villain slammed through the ceiling of the museum and flew into the night sky. The twink in his arms shivered as the cold of the night assaulted his thin body.

The Nerd smirked as he held his new boy against him flying to his new base of operations. Ultraman was no more and The Nerd was now powerful enough to make all his plans take a new life. He looked down at the former hero huddling against his body for warmth. First he had to train his boy to serve him. His massive cock began to grow as he thought of all the things he would do to the former Ultraman.


Todd Fleming

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