Marcy Maven, mild mannered college student is relaxing at her apartment after a week of classes. But Marcy is more than just a mild mannered college student. When called upon by "Mentor," the ancient, supernatural guardian who has bestowed upon Marcy the superpowers, Marcy is only to call out the name of her alter ego, Marvel Girl, that she transforms into the mighty heroine. This day Mentor calls upon Marcy, informing the her that The Dark Mystic, her long time arch villain, is plotting a new scheme, and it's up to Marvel Woman to stop him. saying her magic words, she transforms into Marvel Girl and flies off in search of the Dark Mystic. Spotting him at leaving one of his mystic sanctums, she lands and stops his car, pulling the evil wizard from the vehicle. But Marvel Girl realizes, too late, that it's a trap. Spraying her with a sweet mist, the heroine immediately weakens and is overcome by the strange urge to laugh. Her situation is far from funny, but she can't help herself, and she is soon laughing helplessly in the arms of her most dangerous foe, eventually collapsing into unconsciousness. when she awakes, she finds herself in the Dark Mystic's lair, and what's worse, the spray he used on her, have caused her powers to leave her making her weak as a kitten. The Dark Mystic wastes no time. He knows his magic mist will only last for a short while, and must force Marvel Girl to say her magic word and revert to her mortal form. Without her superpowers, she is as weak as any other human, and susceptible to their weaknesses. Straddling her, he holds her down as he mercilessly tickles the heroine, who is immediately thrown into helpless laughter as she struggles not to say her magic phrase. The Mystic continues the relentless tickling, ratcheting up his efforts, drizzling magic oils on the heroine's feet, causing her skin to be ten fold as ticklish as any normal human. This send Marvel Girl into screams of laughter as she struggles against her bonds. Working his way up her legs, he brushes aside her skirt and begins tickling her super buff butt, sending the heroine into a new spasm of laughter. Working the tickle tool down, he forces moans of delight along with laughter and soon Marvel Girl is on the throws of an orgasm, her will bending under the relentless and torturous pleasures.

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