Ultra Girl and S.P.A.Y. - Part 1

Author: Lady Tania
Time to Read:19min
Added Date:4/3/2025
784 0
Tags: Ultra Girl

Bare feet touched a soft, used carpet. Sitting up told Julia that her Amazon body had healed much of the damage inflicted upon her by Rapture, although the tingling she felt down below announced what had happened to her had not yet faded.

As she looked down, Ultra Girl saw her belt, with rope attached, tiara, and boots all lying just beneath the edge of the bed. Her top, skirt, and panties were nowhere to be seen. However, peering down, she saw various odd things, little toy dolls, toy cars, and other objects of childhood, under the bed.

“What kind of place is this?!” Julia puzzled upon seeing the objects below her. “Are children being held her as well?”

As Julia leaned down to pick up her belongings, the doorknob turned...

Upon hearing the sound at the door, Ultra Girl moved into an athletic crouch and faced the front of the room. She readied herself to leap despite the tinglings that occasionally shot up her spine in memory of the first two penetrating, overwhelming orgasms of her life. Julia stepped behind the door as it slowly opened.

The first thing Ultra Girl saw was a hand, small and feminine with bright red painted, perfectly manicured fingernails. The woman stepped into the room, her very long, luxurious dark blonde hair held back by a red bow as she held a red and blue bundle of clothing folded neatly in her hands.

Julia prepared to leap forward and tackle the woman after the door closed. "That's strange," she wondered when she saw the bundle of clothing in the intruder’s hands, "that looks just like...my uniform?"

The woman wasn't particularly tall, not much over five and a half feet, wearing a pair of jeans and a cutoff tee with an odd logo stating "Megapolis Megas", with a peculiarly shaped stitched ball beneath the logo. She was deeply tanned honey brown with an athletic, if a bit sturdy body.

Just before she dove into the woman, Ultra Girl saw the design on her top and stopped herself. "Megapolis Megas?!" she thought. "Didn't I see pictures of them on Tania's tee-vee box?" Julia remembered, thinking back to all the new things she saw in the device.

The woman paused as she saw the messy, empty bed. She quickly looked around the room, finally spinning around to find Julia behind the door. Her greenish blues eyes widened for a moment.

"Um, hi, I'm Jessie," she said, smiling but unsure of the situation. "A...friend...brought you here." She looked down at the bundle, then at Julia's naked, voluptuous Amazon body. Her face turned pink as she pulled her eyes away. "Um," she started, holding out the bundle of clothing, "These are yours."

"Uhh...thank..you," Julia replied in confusion. As she took her clothing back she listened around the door to check if anyone else was coming inside. “A friend brought me here?” she wondered.

Jessie smiled hesitantly, as she held out the clothes. "Would you want to wear these, or would you like something a little less conspicuous? You're taller than me, but I'm sure I can find something that would fit, even if it won't look too great."

"Y-yes, some less noticeable clothing would be...better," Ultra Girl stammered. She still looked around the room suspiciously, wondering how she came to be in this place.

Jessie smiled uncomfortably to the equally uncomfortable Amazon teen. "Here," she said as she set down the uniform on the bed, "all I have are some sweats. They'll be a little small on you. I hope they will be good enough for you."

"Do you know if my....friend....is still around?" Julia asked the woman, still trying to understand the situation.

Jessie shook her head, still trying to avert her eyes from the beautiful, naked young woman before her. "Um, no, he left last night, said something about having to be somewhere. He just asked me to take care of you."

" 'He' asked her to take care of me?" Julia thought. She wondered if the woman meant Cap. “Maybe he found me after he recovered and brought me here?”

Jessie peeked up, trying her best to only view Ultra Girl's face. "Is there anything I can get for you? Are you hungry, I can fix you something to eat maybe?"

"Uhh..yes, some food would be very nice, thank you," Julia replied. "Perhaps you could bring the other clothing you mentioned?" She continued to look around the room and listen past the doorway, trying to understand what kind of place she had been brought to.

Jessie nodded quickly. "Sure, anything you need I'll get for you." She tried to smile reassuringly, but her pink cheeks again gave away her embarrassment. "I'll be right back," she said, obviously not as experienced being around naked, voluptuous women as an Amazon might be.

The dark blonde woman left the room. Julia could hear the woman open a door, and she soon returned with a red pair of sweat pants and matching shirt. "I hope this fits. Are these okay?"

"Yes, this clothes will do very nicely," Ultra Girl replied while thanking her. "If you'll give me a moment I'll change. Perhaps I can help your prepare the food."

"Oh, you don't have to do that, you're my guest, Ultra Girl." She grinned awkwardly. "Um, do you want me to call you that, or is there something else? You don't have to tell me though," she quickly added, holding up a hand, "I know there are some that don't want to tell everyone their real names. I know 'he'," she said, with a toss of her head at some imaginary person, "won't tell anybody anything about him. He just shows up with bundles on my doorstep," she smiled.

"Actually, you can call me Julia," Ultra Girl said. She tried not to act startled when the woman called her Ultra Girl. Tania had told her how important is was to keep their identities secret. But if Cap brought her here and told Jessie, she must be trustworthy Julia thought.

Jessie smiled. "Okay, Julia," she nodded with an expression of understanding written over her face. "If there's anything I can do, please ask. I'll make us some quick lunch. You must have been exhausted. I was really starting to worry, but he told me you had a rough night."

"Last night was...a bit rough," Ultra Girl answered, remembering her encounter with Rapture. If Cap did bring me her, I wonder why he didn't leave some kind of message...

After she changed into the "sweat clothing", Julia left the room and looked around the rest of the house. "This doesn't look anything like the area I was in last night," she thought. “I must've been brought quite a ways to be here.”

The residence is quiet other than the noises of Jessie apparently working on food. Soon the smell of fruit being sliced filled the air with its citric odor. Looking out the single window, Julia saw a small tree, which was slowly losing its leaves under the effect of the cool fall air. Beyond that she saw a small white house, and beyond it another small residence. All seemed calm...

The house was a small, very tidy home. Apparently, from the decorations, Jessie must’ve enjoy crafts kind of things; flowers, tiny wooden hearts, little wide-eyed deer statuettes, and other endearing items dot the walls and shelves, Julia thought. The house wasn't very large compared to others Julia has seen. In fact, it was downright small.

As a cool morning breeze blew through lacy, translucent curtains, Julia noticed that even the smell here was so much better, less disgusting than that around Tania's apartment or the rest of the inner city through which she had passed.

Jessie was in the tiny kitchenette slicing fruit as Ultra Girl, now dressed in the red, tight fitting sweatsuit, walked in. Jessie tried a reassuring smile, but still seemed uncomfortable. "Sorry about the outfit, I know it's a little small on you."

"These clothes are fine, really. Thank you for letting me use them," Julia said. "I noticed all the decorations around your home. Did you make these yourself?"

"Not really, I'm not very good at those kinds of things. I go to the craft fairs and buy what I like, which is usually everything," she said with a rueful, shy grin, "especially things with hearts."

Jessie set the plates of fruit and two glasses of milk on the table, then set silverware and napkins beside them. "I hope this is okay, I wasn't sure when you'd wake up."

"Thank your very much, this looks wonderful" Ultra Girl replied cheerfully. She began eating the food as fast as she could without seeming rude. "This is a different part of Megapolis you live in?" Julia asked, curious about the bucolic scenery outside.

Jessie glanced out the window at the placid street. "Kensington, about six blocks from the river." Again that rueful grin appeared on her face, making it light up. "I can't afford to live any closer, but this is a nice little place. I'm not going to complain."

"A very sweet friend gave me this little house. I don't have a lot of money, so he gave me this to help me along." She yet again gave Julia that sweet smile of hers. "My job doesn't pay well, but it's very important and I'm really not in it for the money."

"I don't want you to think I'm rushing, because you're welcome to stay here as long as you'd like, but is there anyone you need to call, or anywhere you need to be?"

Ultra Girl thought about the note she left in the apartment for Tania and realized she might be worried about her whereabouts. "I don't need to be anywhere right away, but I should probably let my...sister....now where I am. Could I use your...er....telee-fone?"

Jessie looked blankly at the younger girl for a few moments. "Oh, the phone! Sure, it's right over there," she said, pointing at a small table. "Just a minute." She jumped up and did a quick little job to the phone, and returned the cordless to the table. "I'm sure your sister is worried about you."

She took another bite of banana. "You're really welcome to stay here a few days, Julia. Um..." she paused, obviously hesitant to go on to say what she was thinking. "Well...he told me something about what happened, and I just wanted to offer my help. He said he didn't really know you, but...well...if there's anything I can do for you, please ask.." Having blurted out what was on her mind, Jessie almost immediately stuffed her mouth with food.

"Thank you very much for your offer," Ultra Girl replied. "I'm afraid I don't... really want to talk about it just now, but I really appreciate all the help you've given me. Once I let Ult...uh...Tania...know where I am, I would like to stay for a short time. This seems to be a very pleasant area of the city."

Jessie nodded. "You're welcome to stay as long as you'd like, Julia." She looked out the window at the morning traffic. "It's nice and quiet. I like coming here to get away from the rat race now and then, just to charge up the batteries."

She looked around at the small house. "I don't have much room, but you're welcome to stay." She couldn't help but grin a little. "I'm sure it's nice to get out from under your sister's wing; I'm a younger sister, and I couldn't wait to get my own place."

""It is good to be out on my own for a while," Julia replied. "Tania is always so overprotective."

"You're telling me," Jessie agreed. "My two sisters were always trying to help, I suppose, but it sure did seem like I got bossed around all the time."

"When my...friend....left me here, did her look all right? When I last saw him, he looked as if he was in a bit of ...trouble," Julia asked. Jessie’s comment reminded her of the last sight she had of Cap, about to be pummeled by Rapture.

Jessie shrugged. "He looked normal to me, except he looked like he was having trouble seeing out of one eye. I don't mean to sound callous, but he's always got something wrong with him. I tried to be nice to him once, you know, offer to take a look at one of his injuries, maybe help nurse him back to health, and he treated my offer like crap, so now I don't even try any more." She released a mysterious sigh that seemed to say much more than she might intend.

Julia studied the look on Jesse's face for a few moments, trying to decipher what else she might be implying about Cap but not actually saying. Then she turned to the phone Jessie handed her and pressed the buttons for Tania's number.

"That's strange,'" she said when Tania's machine answered. "She said she was going to be back soon. I guess I should tell her where I am."

"Maybe she is out looking for you?" Jessie asked.

"Hi Tania, it's Julia. I'm at a home in Kensington which belongs to a nice woman named Jessie. She's a friend of...of the person who left the message last night," she said, not wanting to name Cap directly. "When you get back, you can call me at Jessie's phone at this number," Julia continued as she read out the number on the phone Jessie gave her. "Hope to talk to you soon. Bye."

"Tania is probably out doing some errands," Julia said as she hung up the phone. "I guess she'll call here when she gets back. While we're waiting, do you think we could go out and see this this pretty area?"

"Tania knows where I live, so she can come by whenever she wants to. Sure, we can get out for a while, it'll be nice to take a walk." Jessie replied. She picked up the empty plates and carried them to the sink. "I'll get to these later."

She took a notepad and scribbled on it. "I'll leave Tania a note so she knows that we'll be back." She tore it from the pad and set it aside. "Let me get changed, and grab my purse; a girl never knows what she might need while she's out," she said with a little grin.

"Um, do you want to put on your outfit beneath the sweats, or can you do that thing?" she says, touching her wrists together awkwardly, "You know, the way Tania can make her outfit just appear out of thin air. I wish I knew how she does that, it wo...I mean, I bet that makes it a lot easier for her than finding an alley to change in."

"Yes, I can change back into my outfit at any time if I need too," Julia said. "Once you've changed clothing, I can't wait to take a look around." Jessie headed for her bedroom. "I'll be right out, won't be a sec."

Julia could hear Jessie fumbling around in the bedroom, with the door half open, and the blonde girl took much more than a few seconds...

After a few moments, Julia snuck a peek around the partially open doorway. "Jessie? Do you need a hand with anything in there?" she asked.

As Julia walked in, Jessie quickly stuffed something white, like cloth, into her purse. "What?" she said quickly. "Oh, no, nothing. Ready to go?"

Jessie seemed to be in too much of a hurry to leave the bedroom. She almost acted as if she wanted to take Julia by the arm and lead her out, but changed her mind. "Um, why don't we take that walk?" she said. "I'm ready," she added, looking down at the tight jeans and red t-shirt she now wore.

"I wonder why Jessie is in such a rush to leave now," Julia wondered. “I hope I didn't disturb her when I looked into her bedroom. What was that white cloth she was pushing into her purse?”

Jessie picked up her keys from the table and stuffed them into her purse. "Say, there's a really nice antique shop about a block away, how about we start there? Tania might come by while we're gone if she has caller ID, so I’ll leave her a note," she said as she scribbled on her notepad.

Sticking the note to the door, Jessie locked up upon leaving. They started down the street, along the well manicured lawns and sidewalk. "It's that way, and there's a great coffee shop along the way so we can stop on the way back if we'd like" she added.

Jessie walked down the street comfortably, her jeans moving fluidly over her body with every step. She was at home, in her own neighborhood, and she walked with confidence. "I'm sorry I don't have something better for you to wear, but letting your nipples show is kind of in right now," she said with a half giggle. "No one will stare too much."

"These clothes will be fine, Jessie. I'm sure we won't be too conspicuous," Julia replied. She look at Jessie curiously, wondering what exposed nipples are supposed to be "in". In what?

As the two young women walked down the sidewalk, passing by small shops and the aforementioned coffee shop, Julia could smell the powerful scent of the coffees billowing out the door of the shop. "Do you drink coffee, Ul...Julia?" she said, blushing a little at her almost faux pass. "They have the best latte here. I mean, it will..."

Suddenly her words were cut off by an explosion that blew out the windows of most of the shops. Everyone in the area was thrown to the ground except for Julia; even Jessie rolled across the sidewalk.

Julia regained her balance quickly and rushed over to the fallen woman. "Jessie?! Are you allright?" she asked urgently.

Jessie blinked a few times. "Um..yes...I think so.." she said, putting a hand to her forehead. She took Julia's hand and stood up. "What in the world was that?"

After checking to make sure Jessie wasn’t injured, Julia sprinted to a nearby alleyway and crossed her wrists as Tania had shown her. In a flash of light, the red sweatsuit disappeared, to be replaced by the red, blue, and gold attire of Ultra Girl. Back in the direction the two women had come, a heavy cloud of black smoke billowed skywards...

Ultra Girl ran to the nearest affected storefront. Peeking in the shattered windows of the coffee shop, she could see everyone slowly getting to their feet. Stunned expressions abounded, but no one appeared much more injured than a few cuts and scraps from falling and from the shattered glass.

"My house!" Jessie screamed. She took a few short steps back, then suddenly ran forward. She took off running down the middle of the street at a steady pace, but nothing that Ultra Girl couldn't easily surpass.

"Jessie! Wait!" Julia yelled after her as she raced to catch up. "We don't know what caused the explosion!"

As the two women, one in jeans the other in her brilliant costume, rushed down the street, the gout of smoke rose higher into the sky. As they got closer, past the parked cars with blown out windows, they saw the cause.

Sitting on the sidewalk in front of Jessie's house was a large, five foot wide and foot tall disc. From its middle issued a thick cloud of smoke. Tiny openings were along the sides.

"What in Hera's name is that?" Ultra Girl said curiously when she saw the disk. "And what has it done to Jessie's house?!"

Jessie's house was a disaster. All the windows and the front door were blown in; most of the shrubs and her picket fence were flattened. What drew in the attention of the two women were the men in the white armor.

One man hovered near the smoke dispenser, using strange boots that shot fire to keep himself elevated. His armor covered his entire body; only the shape of the armor itself could tell Julia there might even be a man beneath it. A large armored hump was on his back, with a cable running from it to a strange weapon he held in his hands. Even his face was hidden from Julia's view, hidden by a glassy plate. On his shoulder was a strange patch, with four letters: SPAY.

As the two women ran towards the house, three other men flew out various windows of the house...

"Jessie, be careful," Julia warned as she watched the armored figures come out of her house. "These men must have been planning to attack you in your home." Ultra Girl tried to stay between Jessie and the strangely clad men.

"What have you done to her home?!" she shouted at them indignantly. "Explain this at once!"

The single man hovering near the large disk looked down upon the two women, his face hidden behind the helmet and face plate. As the other three armored men flew at the two from the house, they all almost seemed to communicate, even if Julia couldn't hear them say a word. In his arms rested an odd looking weapon.

The other three all carried items similar, but not exactly alike, and each had a pack and belt that contained various compartments. As Ultra Girl stepped forward between them and the blonde woman next to her, the lead man nodded, then leveled his weapon.

Instinctively the youthful Amazon raised her bracelets before her protectively. "Wait," Jessie said, loudly, at both Ultra Girl and the three men, "why don't we all stop fighting, and you four just surrender to us?" she asked in a calm, almost mesmerizing voice. It was hard for Julia not to agree and simply sit down. There was something about the way Jessie spoke that seemed so logical, so sensual, and to the Amazon girl used to an island of women...

As the three men hesitated and Ultra Girl lowered her bracelets a fraction, the remaining fourth man barked, "Engage your aural interceptors!" over an intercom in his suit. Lowering his weapon in turn, he fired.

With a gout of noise and smoke, a shell blasted from the weapon and exploded about three feet from the two women. The concussion struck Julia in the chest like a sledgehammer, throwing her back a dozen feet to land on her back in the middle of the street.

In a moment she was back on her feet, hardly injured, but ten feet away Jessie was slowly rising, obviously dazed. The three men, recovered from whatever Jessie had done to them, approached...

"Jessie, stay down!" Ultra Girl shouted as she charged toward the man closest to her. She quickly closed the distance between them then leaped at the flying man. Her hand gripped his armor, throwing him off balance. With a spin of her arm, she hurled the stunned SPAY trooper at his comrade.

With a burst of power from his boots, the second SPAY man jetted aside at the last moment. His fellow soldier crashed hard into a tree in Jessie's yard. He then collapsed onto her white picket fence, snapping it as he crashed to the ground. With a gasp, the man sagged to the ground, unconscious.

Spinning around to face the dodging SPAY man, Julia found herself the target of his odd looking gun. As he pulled the trigger, the young Amazon raised her bracelets protectively as she had been taught. A projectile fired with a whiff of smoke and a hiss of escaping gasses and hurtled towards Ultra Girl.

Julia had expected the bullet to bounce off harmlessly, like she had been instructed. Instead, a strange metal clamp locked around the indestructible metal of her bracelet. With surprise written all over her face, Ultra Girl started to pull away.

"What is...this?!" she thought in amazement at the sight of the clamp attached to her wrist. "This isn't any kind of weapon I've heard of before-"

Suddenly, excruciating electricity shot from the strange metal device into her bracelet, down her arm and through her body. Her entire body shuddered under the violent discharge. Falling to her knees, she struggled against the voltage to pull the electrode off her arm.

“ARRRHGH...!!!" Julia cried out in surprise from the gauntlet' s electric charge. She arched backwards as her muscles seized in response to the powerful jolt. The attack threw her off balance and she stumbled forward, disoriented by the power flowing through her.

"Unngh...!!! Must...pry...it...off..!!" Ultra Girl gasped in pain. She grabbed the gauntlet with her other hand and strained to wrench it off her bracelet. Julia’s powerful fingers crushed the device and she fought through the pain of the electric charge to tear it loose.

With an effort, she finally snapped the metal clamps and threw aside the horrible thing. It clattered across the street in a flash of sparks and electricity. As Julia gathered her quaking body, she looked up from her kneeling position.

"Got to....get...up...!" she thought as she tried to shake off the effects of the electrocuting gauntlet. Her muscles felt sluggish as she tried to rise. "Jessie...!" she realized in surprise. "Where...is...she?!" Julia wondered as she quickly glance around.

Through her reddish brown hair and the haze of twitching pain that lingered in her body, Ultra Girl could see one of the armored men arching Jessie up onto her knees and back. Jessie's tee was torn open, revealing a bra dotted with tiny red hearts. Before Julia looked back at her attacker, she saw the man shove a strange red ball into the dazed Jessie's mouth.

The attacking SPAY man stood over the prone Amazon. He held out his hand, palm open and fingers pointing at the sky. Looking at it, Julia could see a small metal tube under the palm, running up the underside of his arm. Before she could move, a flood of white gas blew into her face.

"His hand...why is...he holding it like tha-AHHHH..!!" Ultra Girl gasped as a white cloud rushed forward from his hand. The blast caught the startled Amazon full in the face. Completely surprised, she gasped and inhaled a lungfull of the white gas. She flailed her arms about, trying futilely to wave away the white cloud away from her face. Julia’s head began to spin as the gas she inhaled began to soak away her consciousness.

The faceless figure flooded the white gas over the young heroine, filling her vision with a heavenly cloud. Sleep pushed itself to the forefront of her mind. Her limbs were weak; she could barely stay on her hands and knees. The cloud engulfed her, swallowing her as well as the lower body of the SPAY soldier.

"N-No...mustn't...pass out...! Can't...let...them....win...!" Ultra Girl muttered through her grogginess. She coughed repeatedly, trying to expel the anesthetizing fumes from her lungs. As she grew weaker, her assailant wrapped the fingers of his other hand in her glistening reddish-brown hair and pulled her head back. "Target one subdued," he said under his helmet as he pushed his hand into Julia's face, forcing the gasses into her mouth and nose.

"Unnhh...!" she gasped as the S.P.A.Y. soldier wrenched her head back. "Let....go....of mMMMPPHH!!!!" Julia cried out as he clamped his hand over her face. The high pressure fumes poured through her nose and mouth and into her lungs.

"NNMMMHHH..!!!" Ultra Girl moaned as the armored figure forced her to inhale the white gas. She grabbed weakly at him, trying desperately to pull his hand off or push him away. Her world lost focus and darkened at the edges as her resistance slipped away. A crushing heaviness clouded Julia’s mind and her eyes flickered shut as the gas overwhelmed her.

The SPAY man pulled his hand away and looked down at the face of the unconscious young woman. Her limp arms swayed behind her as he held her up by her hair. Under his helmet the man sneered. Ultra Girl's hair slipped out of his hands, and she fell heavily onto the street, hidden within the cloud of gas.

Quickly he kneeled down. From his belt he pulled two tiny white capsules and stuffed them up either of Julia's nostrils. Next he pulled a cable from his belt and wrapped it around her chest, just below her breasts. Pulling it tightly into a loop, he gave it a testing tug, lifting the heroine up then letting her fall back onto the pavement.

With the capsules in her nose slowly seeping drugs into Ultra Girl's lungs, she slept deeply. The soldier stood, lifting Ultra Girl's upper body up with him. The cable, knotted between her breasts, let her fall back like a limp doll.

His jet boots flared into life. As he lifted off, the cable pulled taut, and Ultra Girl was carried up into the sky. Dangling by the white cable around her chest, the young Amazon trailed after him. In moments, Ultra Girl's unconscious, beautiful body was high in the air - a prisoner of S.P.A.Y.