He-Man Meets His Match

 

By Jumper Prime

 

Author’s Note: This story is based on the 2002 He-Man series, set before the Snake Men arc.

 

It was a seemingly ordinary day in the kingdom of Eternia. It had been several days since Skeletor’s last attack, meaning his next attack plan was probably almost ready to go. But for now, the Masters of the Universe were taking advantage of their opportunity to rest and prepare for the next assault. Teela and Prince Adam were in the midst of a climbing race up a cliff.

 

The race had been precipitated by Teela’s usual comments about how Prince Adam never showed up to help out in the numerous battles against Skeletor and his Evil warriors.

 

“Fortunately, He-Man more than makes up for your lack of courage and ability,” the warrior girl had taunted “With enough courage and ability for ten warriors.”

 

That taunt had gotten Prince Adam quite agitated. Teela thought it was just that the young prince didn’t like his flaws being illuminated, but the actual reason for his agitation was the fact that Prince Adam was, in fact, He-Man, that being the reason Teela never saw him at any battles. He was there, but no one recognized him because of his magical transformation into the mighty warrior. Sometimes it took all of Adam’s self-control to stop himself from shouting out his secret so his friends and loved ones would no longer think him a craven coward who ran and hid whenever evil reared its ugly head. Those same friends and family regularly praised his other self for his heroic deeds and incredible feats of strength and battle prowess. There were only 3 people on all of Eternia who knew the truth.

 

Teela managed to win the race to the top, with Adam close behind. The white-clad warrior was quite smug about her victory, talking as they walked along the edge of the cliff.

 

“As if there was any doubt that I would win.” Teela boasted

“Hey, it coulda gone either way.” Adam responded

“Yeah right. I train harder than you and I fight against Skeletor’s Evil Warriors whenever and wherever they attack. You are lazy and always run away from battle, assuming you were ever there at all.”

 

Adam had no response to that statement, since he couldn’t tell Teela that he’d actually fought at practically every battle, and personally saved her life on numerous occasions.

 

*Having a secret identity sucks.* the teenage prince thought to himself *If Man-At-Arms or the Sorceress gave the OK, I’d tell Teela the truth in a heartbeat.*

 

As the two teens walked below a high overhang, the ground shook violently, causing them to fall over the edge. Adam managed to grab hold of the ledge and Teela managed to grab hold of him. It was lucky for her that she did, because the cliff they had been walking on a moment before was another overhang, with a long drop to the ground and nothing to grab onto other than the ledge Adam was clinging to. Given a little time, Teela and Adam probably could have climbed back up onto safe ground, but they had no time. The earthquake had caused the overhang above them to crack, and a piece of it was about to fall on them.

 

“Oh hell.” Tella grumbled, thinking this was a bad way for a warrior to die, killed by an earthquake, rather than at the hands of an enemy

 

Adam spent a precious moment glancing around as best he could, on the off chance that one of the Masters of the Universe might be in a position to save them, but as he had thought, there was no one around. They were about to die and it would probably be hours before anyone even knew about their demise. As far as Adam could see, there was only one possible way out.

 

*I hope the Sorceress forgives me for this.* the young prince thought as he took his right hand off the ledge, supporting himself and Teela by just his left hand as he reached for the sword strapped to his back.

 

“What are you doing!?” Teela demanded, unable to fathom what her friend was up to

 

Adam had no time to respond as he drew his sword, for the large rock above had begun to fall as he held his sword straight up.

 

“By the Power of Greyskull!” he shouted

 

Far away from the cliff, bright blue light poured from every window of the ancient Castle Greyskull as Prince Adam invoked its power.

 

Teela didn’t have time to wonder what Adam thought he was doing as they were immediately struck by a bolt of lightning. Teela felt like molten gold was being poured into her body, yet it felt good, she felt more alive than ever before in her life. She was only dimly aware that something was happening to Adam as well, she was so caught up in the feeling.

 

“I HAVE THE POWER!” came a voice from right above Teela, a voice Teela recognized: It was He-Man’s voice, and he sounded like he was on the ledge right above them. But if he was so close, why was he busy shouting instead of saving her and Adam?

 

Then the energy faded and Teela heard the sound of a sword being quickly returned to its sheathe. She also noticed that Adam’s pants and shirt were gone, replaced by a loincloth and what looked from the back to be a harness with a sword sheath attached to the back, and he was far more tan and muscular than he had been a moment before.

 

“What th-?” was all Teela had a chance to say as the rock fell towards them, then was punched into gravel by the fist of the man she clung to. He effortlessly pulled them both up onto the ledge and they stood up.

 

“Teela, are you alright?” He-Man asked, his back still facing Teela.

 

The warrior girl was speechless, trying to process what she had just seen. And why did He-Man seem to be shorter than usual? Normally, he towered over her, but right now, Teela was sure she was as tall as he was.

 

“Teela?” He-Man asked again and turned around. The most powerful man in the universe gasped as he laid eyes on his friend and comrade.

“What is it? What’s wrong?” Teela asked, then immediately put her hand to her own mouth. Her voice was deeper than it should have been

 

Teela felt a breeze on her bare skin. Bare where she should have had clothes in the way. She looked down at herself and gasped as she didn’t recognize her own body. The first things that caught her eye were her breasts. Only minutes ago, Teela’s chest hadn’t had much development at all, unless you counted her pectoral muscles, an A-cup at best, to borrow a term the Queen sometimes used when referring to bust size. Now, Teela’s chest was huge. Two perfectly round breasts sat high on her chest, ignoring gravity, size DD at the very least. As she ran her hands over her new breasts, Teela noticed her biceps. Flexing them each brought forth a ball of hard muscle at least as big as He-Man’s fist, and the rest of each arm was covered in hard muscle, as well. Feeling her bare stomach, Teela discovered that her abdomen was covered in ridged muscle so hard, it felt like her belly was armor-plated. Her waist was very thin giving her a perfect hourglass figure. Her ass was firm and round. Finally, Teela’s legs were longer than before, accounting for her increased height, and she could tell that her thighs and calves were also covered with thick muscle. Teela’s hair had undergone a dramatic change, as well. It was now bright red and flowed unbound all the way to the small of her back. Where once was a teenage girl, now stood a full figured woman with huge breasts and muscles of steel.

 

Teela also noticed that she was wearing less clothes than she usually wore in bed. She was wearing boots and a steel bikini that left nothing to the imagination. Normally, she would have been embarrassed if anyone saw her in clothes half this revealing, but with her new body, Teela felt right at home wearing next to nothing.

 

“Teela… I’m sorry.” He-Man said “I had no idea this would happen.”

“It’s alright.” Teela smiled “I feel better than I have in my entire life. But you’ve got some explaining to do, mister.”

“Yeah, I guess I do, at that. C’mon, I think there’s a place we can talk, nearby. We don’t want to wind up going over the edge again if there’s another earthquake.”

 

He-Man and Teela walked away from the edge of the cliff, entering a more uneven and rocky section of the mountain, well away from any sudden drop offs.

 

“So, have you always been He-Man?” Teela asked

“Just since my birthday. Before then, I was just plain old royal me.” He-Man responded

“OK, now it makes sense why Prince Adam never shows his face at the battles, but what took you so long to get back to the first battle against Skeletor if you can change in the time it takes a boulder to fall?”

“Because I didn’t have my power sword at that first battle. The Sorceress had tried to give it to me earlier that day, but I didn’t believe what she was saying until I got back to the palace after Skeletor had attacked. When he captured my father, I knew I needed the power the Sorceress offered me if I was going to save him, so I made a beeline for Castle Greyskull. Problem was, my Sky Sled was destroyed when I joined the battle, so I had to get there on foot. Once I changed for the first time, I was able to make the return trip faster on Battle Cat.”

“Speaking of Battle Cat, where do you keep him when you’re not He-Man?” He-Man laughed at this question, causing Teela to frown “What’s so funny?”

“You see him every day!” He-Man answered as he continued to laugh “When I’m not He-Man, Battle Cat spends his days and nights as Cringer!”

“Impossible! Cringer is afraid of his own shadow while Battle Cat is afraid of nothing.”

“Obviously, the change alters more than just his outward appearance, or maybe his increased size just gives him a bit more confidence.”

“Does anyone know your secret besides the Sorceress?”

“Just two people. The first is Man-At-Arms and the other is Orko.”

“OK, my father I can understand, but why the HELL did you tell Orko and not me!?”

“I didn’t tell him. He followed me to Greyskull and saw me transform the first time. He almost blew the secret in front of everybody the first day.”

“So Orko knew all this time, but you never thought to let me in on it.” Teela growled

“Hey, if it’d been up to me, I would’ve told you long ago, but both the Sorceress and your father said I couldn’t. I came close to telling you a bunch of times, but always managed to stop myself. Now that it’s out in the open, I feel like a huge weight has been lifted off my shoulders.”

“Again with the Sorceress, my father, and secrets. I know there’s some sort of connection between me and the Sorceress. My father knows what it is. But neither of them will tell me!”

 

With a yell of frustration, Teela brought her fist down on a nearby rock, smashing it to pieces. Teela blinked as she flexed her fist, surprised that she felt no pain.

 

“Did I get more out of that energy than a killer body?” she whispered to herself

“Let’s find out.” He-Man replied, his keen hearing having picked up her whisper “Try picking up… that boulder there.” He pointed to a rather large boulder, one Teela would never have even been able to budge before today.

“Are you kidding? It’s too big.”

“Humor me.”

“Alright, I just hope I don’t hurt myself.”

 

Teela walked over to the boulder He-Man had indicated and got a firm grip on it with both hands. She lifted it with ease.

 

“Incredible!” she exclaimed “It feels light as a feather!” suddenly, the boulder fractured and broke apart in Teela’s hands as she had been holding it a little too tightly “Guess I don’t know my own strength.” She giggled and walked over to another large boulder and smashed it to pieces with a single punch. “This is too easy. I’m gonna try using a weaker part of my body.”

 

So saying, Teela walked up to another boulder, placed both hands behind her back, and swung her torso to strike the rock with her breasts. In the contest of Teela’s soft breasts vs. the hard rock, the rock came out the loser. Each swing of Teela’s breasts smashed more of the rock until it was completely destroyed. She then cupped her mighty breasts and squeezed, causing herself to moan. The scantily clad warrior woman was aroused by her new power. She had felt no pain from the impact between her breasts and the rock, only pleasure. Next, she picked up a piece of rock and pressed it against her breast. As the rock crumbled to dust, Teela’s breast didn’t give way at all. It wasn’t until Teela’s hand made contact with her breast that the soft flesh gave way. Finally, Teela walked over to a large boulder and pressed her massive chest against it. She sighed in pleasure as her super firm breasts drilled into the rock, the crumbling stone caressing her breasts. Then she stepped back, leaving two perfect impressions of her breasts in the rock.

 

He-Man had watched Teela trying out her sexy strength and felt his manhood stirring inside his loincloth at the sight of her crushing rock with the softest parts of her body. He had always thought Teela was beautiful and now, with her new body, she looked like a goddess of power and beauty. Teela turned to face He-Man and smiled.

 

“Y’know, I’ve always wondered what it would be like to have your kind of power.” Teela said “What do you say to a little spar to see just how I stack up to you?”

“I dunno, Teela,” He-Man replied “I wouldn’t want to accidentally hurt you.”

“Hurt me?” Teela chuckled and did a double-bicep pose, showing off her perfectly sculpted body “My tits are harder than rock, and they’re the softest parts of my body. I think you’re just scared that my muscles of steel and invincible breasts will pound you into a pulp.”

“In your dreams. I’m the strongest man in the universe, remember?”

“What’s that got to do with me? I’m a woman, remember?” Teela chuckled “If you think you’re so much more powerful than me, then put your money where your mouth is.”

“Alright, if you’re so intent on taking me on, then you throw the first punch.”

“OK!”

 

Teela smirked and socked He-Man in the jaw, sending him flying backwards through the air before his flight was stopped by an outcropping of rock. Teela flexed and kissed her right bicep.

 

“Still think I’m too weak to fight you?” she asked

“Just remember,” He-Man said as he stood up and started towards Teela “You asked for it.”

 

So saying, He-Man punched Teela in the face, sending her flying backwards as he had been. Teela immediately got back on her feet.

 

“That I did,” she grinned “But if you’re not careful, you’re the one who’s gonna get it.”

 

And the fight was on. Teela drove her fist into He-Man’s belly, causing him to double over, and them immediately straightened him up with an uppercut. He-Man responded with a roundhouse to Teela’s face, staggering her. The most powerful man in the universe followed up with a punch to Teela’s huge boobs, but the warrior woman didn’t feel any pain from the punch, only pleasure. She fought back with a flurry of punches, some of which were blocked but most of which hit, knocking He-Man back into a rock outcropping which crumbled from the impact. He immediately charged forward again, spearing Teela in her midsection and slamming her into a boulder. The busty warrior woman grunted in pain but was able to quickly shove He-Man off of her. They charged at each other simultaneously, their hands meeting above their heads. Both warriors’ muscles flexed with incredible power as each pitted their strength against the other. If He-Man expected an easy victory in this contest of raw muscle, he was disappointed. Despite her constant exertion, Teela smiled as she realized that her new muscles were the equal of He-Man’s. Actually, she could feel him weakening as the struggle dragged on while she stayed strong and powerful. Five minutes after the test of strength had begun, He-Man’s immense power failed him as Teela forced the most powerful man in the universe to his knees. This was unprecedented, no one on the face of Eternia had ever bested He-Man in a contest of strength.

 

“You may be the most powerful MAN in the universe,” Teela said as she stood over the mighty hero “But it looks like I’m now the most powerful WOMAN in the universe, and I’m stronger than you!”

 

So saying, Teela kicked He-Man as she released his hands, sending him flying into another large rock. He-Man immediately jumped back into the fray, unloading a series of punches into Teela’s mighty breasts but the punches were completely ineffective. As the most powerful mean in the universe pounded on her breasts with all his strength, Teela flexed her powerful arms, not even trying to block the blows.

 

“Maybe you should try punching me somewhere else.” Teela suggested as He-Man continued his assault “I told you my tits were invincible.”

 

He-Man put everything he had into his assault on Teela’s mighty mammaries, unwilling to admit that he lacked the power to hurt Teela’s breasts. He punched Teela’s breasts over and over for three full minutes, each punch capable of shattering a mountain, but while He-Man had tired, Teela was still smiling, her breasts unmarked, and in fact, she was quite aroused, her nipples super hard, her pussy wet.

 

Teela punched He-Man, sending him flying to land on his back and immediately jumped after him, straddled him with her powerful legs, and grabbed his wrists, holding them steady. He-Man tried to get loose but he was drained while Teela seemed to have power to spare. As she sat atop the helpless He-Man, Teela felt something hard poking her. After a short time, she realized that it was He-Man’s cock!

 

“Are you getting turned on from this?” Teela demanded

“I’ve… always thought you were beautiful.” He-Man answered “Now… you’re like a goddess.”

“And you like being overpowered by a goddess?”

“….. Yes….” He-Man hesitantly admitted

 

Teela leaned down and kissed He-man on the lips, He-Man kissed back wholeheartedly, each warrior kissing the other hard enough to leave impressions in solid stone. It didn’t take long for them to put some tongue into it. They finally came up for air 10 minutes later, He-Man’s cock having grown even larger, threatening to rip free of his loincloth.

 

“Do you want to fuck me?” Teela asked in a seductive voice

“More than anything.” He-Man responded

“Then prepare to worship your goddess.” Teela said as she released He-Man and stood over him “And in this temple, clothing of any sort is forbidden.”

 

So saying, Teela tore off her tiny top, bringing forth the sound of overstressed metal as her mighty breasts were fully exposed. He-Man struggled to get his loincloth off without destroying it as his cock grew even bigger at the sight of Teela’s naked tits. He took off his harness without looking away from Teela’s bare chest and dropped it to the ground. Teela easily tore off her tiny thong, the strong metal no match for her strength, then started to take off her boots as He-man stood. He reached out for her breasts but Teela slapped his hand away.

 

“You’re still wearing your boots!” Teela snarled as she finished taking her own off “You cannot worship me until ALL your clothes are removed. Boots included.”

 

He-Man meekly apologized and took off his boots, standing completely naked before her. Teela was pleased with what she saw, particularly He-Man’s two foot long, rock-hard cock. Teela stood with her hands on her hips, her huge chest thrust out.

 

“Now you may worship me.” She grinned “Squeeze my tits with all your strength, but don’t you dare cum before I give you permission to fuck me.”

 

He-Man enthusiastically complied, grabbing Teela’s breasts and squeezing with all his unfathomable might. Teela moaned and put her hands over He-Man’s to ensure that he didn’t stop.

 

“Oh god!” Teela moaned “That feels so good! Fuck me He-Man! Fuck me now! Fuck me with all the power in your huge cock!”

 

He-Man needed no further encouragement and immediately used his grip on Teela’s breasts to slam her up against a nearby boulder. A moment later, he rammed his massive supercock into the most vulnerable spot on her body: her dripping wet pussy. Teela shrieked in pain as the most powerful cock in the universe ripped through her virginity like it wasn’t even there. Teela’s cry of pain quickly transformed into cries of pleasure as He-Man pumped his two foot long supercock in and out of her pussy with incredible power. With each mighty thrust, the sound of thunder was heard as the two lovers’ hips banged together and an increasing number of cracks appeared in the rock behind Teela’s ass. Teela felt like she was in heaven, but she wanted more.

 

“Oh yes!” she moaned loudly “Fuck me harder! Fuck me Faster! You can’t hurt me! NOTHING CAN HURT ME!”

 

As He-Man began fucking Teela with every ounce of power in his body, she wrapped her mighty legs around his hips, using them to pull He-Man even deeper within her with each thrust. Suddenly, the boulder behind Teela shattered into numerous pieces and the two lovers fell to the ground with He-Man on top of Teela. They didn’t miss a beat as they kept fucking without missing a beat, racks soon radiating out from where Teela’s ass met the ground. Suddenly, He-Man came hard, blowing his load inside Teela with the force of an exploding bomb. Only Teela’s leglock on him kept He-Man from being blown off of her. The force of He-Man’s orgasm caused Teela to cum as well and she screamed in ecstasy. As her orgasm faded, Teela noticed that although He-Man’s cock was still hard inside her, it was stationary. Teela also noticed that his hands were no longer squeezing her breasts. Looking up, she saw that He-Man looked exhausted.

 

“I’ve heard that men lose their strength when they cum, but I didn’t think it would happen to you.” Teela said “But since your cock still has some power, it’s my turn to be on top.”

 

Teela easily rolled them both over so that she was now on top of He-Man, still impaled on his cock. She then started moving herself up and down his shaft. She moaned and moaned until they both came again. He-Man’s cum filled Teela’s pussy and then his cock softened inside her. Teela slowly raised herself off of He-Man’s limp cock. The busty warrior was amazed, He-Man was drained while she was still full of strength.

 

“C’mon He-Man, haven’t you got anything left?” Teela taunted as she stood over him. He-Man’s only response was a weak groan. “The most powerful man in the universe, fucked into submission while I feel like I could go 10 more rounds. Good thing Skeletor hasn’t got any sexy women working for him.” Teela didn’t consider Evil-Lynn qualified for the descriptor ‘sexy’

 

He-Man could only groan in response as Teela kneeled down and put her dripping pussy in He-Man’s face.

 

“Lick me.” she ordered “Make me cum or your goddess will be very angry with you, and it seems you’re too weak now to withstand my wrath, so I hope your tongue still has some strength left.”

 

He-Man had no choice to obey the sexy superwoman who had proven to be superior to him in strength and endurance. The most powerful man in the universe put his tongue to work on Teela’s pussy. The warrior woman was soon moaning in pleasure, squeezing her own huge breasts even harder than He-Man had.

 

“Ohhh yes!” Teela cried out as she felt another orgasm approaching “Even if your muscles and cock are powerless, you’ve still got the most powerful tongue in the universe! Oh! OH! OHHHHH!!!! OHMIGOD! I’M CUMMMIIINNGGGG!!” Teela screamed as she came hard.

 

Teela stood up and looked over at He-Man’s still limp cock. She needed something big and hard inside her again, but her lover wasn’t in much of a condition to help. She stroked He-Man’s cock with her foot, but He-Man’s limp noodle of a penis didn’t respond.

 

“Poor He-Man,” Teela cooed as she laid down on top of her exhausted lover “Weak as a baby. Guess I’ll just have to feed you like one.” Teela put one of her nipples in He-Man’s mouth “Suckle!” she ordered as she stroked her own breast

 

He-Man reluctantly complied, mortified to be at Teela’s mercy like this. He had never felt this weak and tired, not as He-Man nor as Prince Adam. As He-Man suckled on Teela’s breast, she felt something sloshing around inside it. She squeezed her breast with all her strength and a stream of something sweet sprayed into He-Man’s mouth. He-Man swallowed all the milk that streamed into his mouth until Teela’s breast was empty. Moments after he swallowed the last mouthful of milk, something happened in an instant. He-Man’s fatigue evaporated, his muscles bulged with renewed power, and his cock again became two-feet long and rock hard. With his limitless strength renewed, the most powerful man in the universe threw the Teela off of him. The surprised superwoman landed on her back, legs spread, totally vulnerable, and He-Man capitalized on that vulnerability by jumping on top of her, squeezing her breasts with all his restored strength, and ramming his huge supercock deep inside her pussy.

 

“Bastard!” Teela moaned “You were playing possum!”

“No I wasn’t!” He-Man countered as he pounded his cock in and out of Teela’s pussy, causing cracks in the ground to radiate out from his lover’s ass “Your milk restored my strength.”

 

Teela’s moans grew in volume as He-Man fucked her pussy and squeezed her breasts harder than ever. She again wrapped her legs around He-Man’s hips, lending him her strength so he could fuck her even deeper. Teela had 2 orgasms before He-Man came this time, and when he did, the explosion inside Teela’s womb was even more powerful than before, but it still brought her only pleasure and another orgasm of her own. The moment He-Man slumped from the the post-orgasmic exhaustion, Teela rolled them over and started pumping herself up and down his still-hard shaft. Three orgasms later, two for Teela and one for He-Man, the most powerful man in the universe was again spent, his once mighty cock now small and soft. This time, however, Teela knew exactly how to restore her lover’s strength. Feeding him from her other breast, her milk soon restored He-Man’s strength and the size of his cock.

 

Teela was starting to feel tired since no one had been replenishing her strength like she had done to He-Man twice, but she still had plenty of strength left in her muscles. When He-Man tried to roll her over onto her back, she resisted and held onto the top spot with all her considerable strength.

 

“Oh no you don’t!” she said as she held her muscular lover down “I let you be on top before, but now I feel like reminding you who’s the stronger one, and it’s not you.”

 

Teela impaled herself on He-Man’s two-foot long shaft and fucked him as hard as he had fucked her, all the while resisting his attempts to take control of their lovemaking. When He-Man again blew his load inside her, Teela felt the strength drain from his muscles and laughed, realizing that she had utterly dominated the most powerful man in the universe, but she didn’t stop fucking him for one second, as his cock remained hard inside her. He-Man’s last orgasm coincided with Teela’s and Teela, her strength spent, collapsed on top of her exhausted lover. As she lay on He-Man’s muscular chest, her super firm breasts supporting her torso even in her exhaustion, Teela smiled, completely satisfied with her first sexual experience ever, and hoped He-Man/Adam felt the same way about repeating it.