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The following story contains characters owned by DC Comics/Warner Bros. and Marvel. It is written as a fanfic parody story not intended to make any use of actual story lines in published books. The story is purely for fun, with no profit to be made by the authors.
 
 Chapter 1
 A New Beginning
 
 Gotham City (No Mans Land) late one night

 
 Catwoman, who had only recently come back from Manhattan to help Batman, was taking down some clowns from Joker's gang. Her fighting skills were more than a match for even the best of these fools, and they fell to her clawed fists and jabbing legs in short order. It was still a bit of a workout for Selina, and after she mopped the floor with them, she stood there with her hands on her hips, shaking her head. She mused aloud, to herself, "Man, that was a hard day's and night's work; I wonder what will come next. Since the day I returned to Gotham, I've just gone from one fight to another. I am one tired kitty, and I'm going to my lair to take a rest."

 
 Just then, she looked up and saw a strange ball of light appear in the dark sky overhead, bright enough to hurt her eyes. The oddly glowing orb hovered for a while, then fell from the sky like a blazing meteorite. Shortly thereafter, her radio beeped; Selina reached to her belt, and clicked open the line. "Yes, Oracle? Catwoman here."
 
 "Catwoman, did you happen to see a falling ball of light?"
 
 "Yeah, it was kind of hard to miss; it nearly blinded me."
 
 "Okay, listen carefully. That light has fallen in Penguin's grounds. We need you to investigate it. If it was a chopper going down, call me and I will send a rescue team your way. If it was something supernatural, call Nightwing; he can help with it, okay?"
 
 "All right. I was all set to go take a catnap, but I'll check it out for you, Oracle. Out."

 

After walking three blocks, Catwoman found the ball of light. From where she was, it appeared to be a small, still glowing meteor, that was fading fast. Around it were some men, watching it without making any movements. To heck with calling Nightwing; if they were going to stand there like inviting targets, Selina figured she could handle it by herself. Not one to ignore a golden opportunity like this, she took the chance and jumped them. To her great surprise, Catwoman found that as she came in contact with each of them, they fell to the ground from the first kick or punch. This had her more than a bit puzzled, and she said to herself, "Hmm, something here is not what it seems..."
 
 As she was pondering this, the meteor, which now appeared to be a metallic orb from closer up, started glowing again, and Selina heard a voice in her head. "You are a human with skills far above those whose minds I fried. I see that you call yourself Catwoman. Would you care to join me?"
 
 "Huh? Who...or rather, what are you?" she said aloud. 'I'd better let Oracle know about this...' she thought. Catwoman started to reach for the radio switch on her belt.
 
 "You need not speak orally. Just think what you wish to say, and I will hear you. Please keep this between just you and me, and leave Oracle out of it. Now then, you could never understand what I am. You would need to have a megagenius intelligence and study for over two hundred of your years to understand what I am."
 
 "Okay, if you say so; if you're so fantastic, though, what do you want me for?"
 
 "I need someone like you to take over a universe."
 
 "Oh, sorry. I promised Batman I would never do evil again here."
 
 "Since when is taking over a universe necessarily evil? And who said it would be here? I will take you to another, completely different universe, where you would be my agent for taking over."
 
 Selina started to think about what she stood to lose, without realizing that her thoughts were no different to the entity than the odd conversation they'd been having, and it heard all of them. Was it the ruined city, or the insane Joker, and Batman, who seemed to be going that way? He showed no sign of ever returning her love, so why stay for him? She put her clawed fists on her hips in a powerful pose as if to display strength, and told him (she, it?), "Okay, what will you get out of this, and helping me? I hope there is no soul taking, or anything."
 
 "No, my dear, nothing like that. It will just bring me great happiness to see my archenemy suffering."
 
 "So you want to take me to another universe, and want me to act as a hit man for you?"
 
 "No, no, my dear Catwoman! I want you to rule the other universe!"
 
 "Okaaaaay, what have I got to lose?!" Just then, before she knew what was happening, Catwoman was enveloped in a white light. When the glow subsided, she found herself high on a skyscraper rooftop. When Selina looked around, there was no sign of anyone else around her. However, she did notice that her costume had been altered. Radically.
 
 Gone were her purple spandex catsuit and flat heeled black thigh high boots. She was now wearing a shiny black latex catsuit, with ultra high stiletto heeled glossy black latex boots that came almost to her crotch. Her bullwhip was no longer stuck into the top of her boot, but was attached to a belt riding low on her hips. Since her shoulder length gloves were also in the same material as her boots, Selina assumed that her cowl was now black, also. She found that she had a black cape clipped to her shoulders, and she could sense that her long black hair was streaming down her back over the cape.
 
 Selina was surprised to find that there was a red ruby in a ring on her right hand. A green ruby adorned her left hand. Then Catwoman heard the voice in her head again, which said, "I hope you like your new garments. I made a few modifications to the old version."
 
 "Just a few!? I look more like a dominatrix now! I'm a picture in pure black. I love the new costume, though; in fact, it's rather similar to one I once wore a long time ago," she said, "but what are these rubies?" Selina held her clawed hands spread out before her face, palms away from her.
 
 "Well, dear, you don't want to take over a universe without powers! Also, I don't think you want to hold them that way, pointing into your own face. The red ruby will work like the old wand of Circe, only better, changing objects or persons to whatever you please. The green one will work like the cat's eye, but with more power, giving you instant control over anyone in its thrall. So, I hope you like my gifts...oh, and I think you should try them now, because here comes one of the heroines of this universe."
 
 Sure enough, at that moment, a tall woman landed in front of her with catlike grace. The woman was lithe and strong, and had gloriously long white hair. Her costume was another black catsuit, but in a softer, less shiny material, with fringed white gloves and boots. She challenged Catwoman, "Who are you?"
 
 "I am Catwoman. Who are you?"
 
 "Well, that's a coincidence! I'm called the Black Cat. I hope you're one of the good guys, 'cause I hate fighting anyone with a good body, and..."
 
 "Now, now, let's not get touchy! Why don't you look into this ring on my hand? You'll learn all you need to know..." Catwoman held out her left hand, with the green ruby glowing.
 
 "What is this?! That green gem is glowing with a strange light, and I can't take my eyes off it. I feel strange, what is it..." Her voice fell silent, and the Black Cat froze as she fell into a trance.
 
 Catwoman looked directly into her eyes, and said, "Who are you?"
 
 "I am the Black Cat."
 
 "And who do you serve?"
 
 "I serve only my Mistress, Catwoman."
 
 "Good, good. Now, take me to your home. I want to take a rest, and I want you to tell me more about this place."
 
 "Yes, Mistress, as you command."
 
 * * * * *
 
 In the Black Cat's apartment, Catwoman was resting on the couch, getting her long delayed catnap, with her chattel guarding over her. Black Cat was admiring the sleek black form of her Mistress, and eventually saw her eyes flicker open once again. They had a particularly evil glint in them that hadn't been there before. The voice in Selina's head had taken the opportunity to subvert her subconscious while Catwoman was napping. She no longer had any feelings of heroism within her. Catwoman was now an evil Queen, with a universe to subjugate.
 
 She called the Black Cat to her side as she sat up.
 
 "Yes, Mistress?"
 
 "Look, Black Cat, I want you to answer my questions."
 
 "Yes, Mistress! Of course!"
 
 "What do you call this universe?"
 
 "It is called the Marvel Universe, Mistress."
 
 "Marvel, eh? Now, tell me about the superheroes and superheroines you've got in this universe. Tell me about all the powerhouses you have."
 
 "Yes, Mistress..." She started telling Catwoman all about the Marvel Universe.
 
 "Hmm, this sounds great; I can rule here, but I think that before we can strike at any of these people, like the X-Men or Avengers, I must have more subjects to help me. To do that, I think we should go to Boston and visit the Gen-X school. Slave, prepare my car."
 
 "Yes, Mistress."
 
 
 Chapter 2
 Kitten-X
 
 At The Academy

 
 Emma Frost, dressed in a trim tan business suit, was seated at her desk with a far from humble Jubilee standing and facing her. "Now look, Jubilee, you cannot skip your classes just so you can speak with your old teacher and teammate!"
 
 "But Miss Frost, Wolverine is my friend, and I want to talk to him!"
 
 "That is Headmistress Frost to you, and we are in an academy! You have responsibilities, and cannot do these frivolous things, do you hear me?"
 
 "Yes, Miss Frost," a scowling Jubilee said, purposely ignoring her full title. She turned and left in a huff, slamming the door behind her.
 
 Suddenly, the phone rang. Emma put Jubilee out of her mind, and picked it up. "Yes?"
 
 "Miss Frost," said her secretary, "there are two costumed women here who wish to see you, but they don't have an appointment. Shall I send them away, or let them in?"
 
 Emma pondered the point for a moment, and did a quick mental scan of the visitors; she recognized one as the Black Cat. She said, "Okay, let them in." Costumed visitors called for a quick change in garb; the suit rapidly gave way to the daring white costume of the White Queen.
 
 Emma saw two women dressed like cats come in. One of them she did recognize as the Black Cat, confirming her mental check, but she could not recall ever seeing the other one, in the incredibly sexy, form fitting black latex, and long cape.
 
 As Emma was pondering this, the one with the cape said to her, "Are you Emma Frost, also known as the White Queen?"
 
 "Yes, that's me. What do you want with me?"
 
 "I just want you to look into this green ruby, dear, and OBEY..." Catwoman held her left hand up, with the ring in front of Emma's eyes.
 
 "What is it with this gem?! I can't take my eyes off it! I must call the others and..." Emma's voice faded briefly, then, as her eyes went wide and her white clad body rigid, she continued, "...and I must obey."
 
 "Emma..."
 
 "Yes, Mistress?"
 
 "Who do you obey?"
 
 "Only you, Mistress Catwoman."
 
 "Good." Then Catwoman lifted her right hand, and pointed the red ruby at Emma. An eerie ball of red light enveloped the statuesque blonde. When the glowing sphere disappeared, there was no longer the White Queen, but the White Cat! Instead of the old costume of white panties and corset with long white gloves, white thigh high boots and cape, she was now clad in a white catsuit that looked like it was spray painted onto her body. She had knee high white lace up boots with elegant heels, and elbow length white gloves.
 
 Catwoman told the White Cat, "Call for your mutant students, one by one. If I like them, I will keep them. If not, I will cast them aside. Also, give me some information about them before they enter."
 
 Emma gave her mistress details of all the students, along with recommendations of who to keep and who to trash. When she finished, the White Cat called upon her first student, Jubilee.
 
 When Jubilee entered the office for the second time in only a few minutes, she thought that Miss Frost was going to lay it on her for the way she'd acted earlier. Without even looking up as she came through the door, the first thing she said was, "I'm sorry about the door, what is it now, Miss Frost..." Then Jubilee looked up and saw her headmistress. "Wait a minute, what are you wearing..."
 
 Jubilee then saw the green ruby appear before her eyes, and she was entranced.
 
 Catwoman said, "I like her! She has a lot of spunk! Jubilee, you are now Firecracker Cat, or Cracker Cat, for short."
 
 "Yes, Mistress," the young Asian-American girl said. Selina raised her right hand, and with the red ruby, changed the young black haired Asian-American's normal clothes into a white catsuit, similar to that now worn by her old headmistress, with white gloves, boots, and in addition, a white domino mask.
 
 Selina turned to the White Cat, and said, "Call the second one."
 
 The White Cat called for Paige Guthrie, AKA Husk. The description that was given to Catwoman of Husk made her want the youngster even before she saw her, so when she entered the room, Paige saw only the green ruby directly in front of her eyes. She was entranced immediately. Catwoman told her, "You are now Shedder Cat."
 
 "Yes, Mistress," the rigid young blonde answered. Then, with the red ruby, Selina changed her red sweater and blue jeans to yet another white catsuit, with slight detail differences from the one worn by her black haired teammate.
 
 Catwoman instructed the White Cat to call the next student, so she called upon Skin. When Skin entered the office, he was shocked to see all the cats in the room, especially the three in white that looked familiar to him. He said, "What's with all the cat's outfits here? And who..."
 
 He was interrupted by Black Cat's claws at his throat, ripping it open.
 
 When he fell to the floor, Catwoman said, "Nice work, Black Cat! The psychic link between us, which the White Cat constructed, works fine! I did not like that boy, nor from what the White Cat has told me, will I want anything to do with Chamber, or even M. We will kill them both; now, get me Synch, Banshee and Penance."
 
 The white kittens all said in unison, "Yes, Mistress."
 
 After some time, the two younger Gen-X slaves returned with Synch and Penance, both unconscious. Catwoman asked them, "Where is Banshee?"
 
 Shedder Cat answered, "He is in his room, locked inside a soundproof locker, with White Cat keeping watch."
 
 "Very nice, my kittens; now I will turn these two into my slaves, also, and let them join you in the new Kitten-X."
 
 "Yes, Mistress."
 
 Shedder and Cracker watched as Catwoman used her red ruby to alter the two unconscious forms before her. Synch's jacket and jeans disappeared, to be replaced by a basic white long sleeved shirt and short pants with white sneakers costume. Penance became adorned in another form fitting white catsuit similar to her female teammates, with no need for a mask.
 
 Penance regained consciousness first, and saw first the white costume in which she had been attired, then the others dressed in white around her. "Paige? Jubilee? Why are you dressed like that, and why am I in a costume like yours?"
 
 From behind her, Penance heard Catwoman say, "They aren't Paige and Jubilee anymore." She spun on hearing this, and saw the Black Cat with a grin on her face, and a black clad, catlike woman she'd never seen before. Catwoman held up her left hand before Penance could say anything else. The youngster's face froze, and her hands dropped to her side. "You are no longer Penance. You will now be known as Manx, and will serve only me, Catwoman, alongside your teammates in Kitten-X."
 
 "Yes, Mistress. I hear and obey."
 
 Just then, Synch's eyes flickered open, and went wide when he saw all his teammates in sexy white costumes. Then he looked down and saw the much more normal looking white on his own body, and said, "What..." but got no further. A glowing green gem was before his eyes, holding him enthralled.
 
 "You are no longer Synch, my newest kitten. You are now Lynx. Who do you serve, Lynx?"
 
 "Only my Mistress, Catwoman, alongside my fellow kittens."
 
 "That's right, Lynx. I've also expanded your powers. Besides adopting the power of whoever you wish, you can now adopt their shape and form, as well. As an example, take on Firecracker Cat's powers, and see what more you can do."
 
 Lynx took on the sparkling energy powers of his teammate, as he'd done on a number of occasions in the past, but then was surprised to find that he also became her twin, in both form and costume. "This is a nifty new ability, Mistress," she said, in a voice that surprised her. "Thank you!" Lynx then reverted to his male form, and tested to see if he still had Cracker Cat's powers; they were still there, so he knew that he could use any or all of his new abilities, as needed.
 
 "Lynx, I want you to join with Cracker Cat, Manx and Shredder, and use your combined abilities to find and eliminate Chamber and M. I have my own work to do."
 
 "As you wish, Mistress," a quartet of Kittens said.
 
 Selina watched her thralls leave, then said to Black Cat, "Let's go; I have one more kitten to bring into the group." They then went to Banshee's room, where they found White Cat standing guard next to the locker in which Sean had secured himself.
 
 "White Cat," asked Selina, "are the locks used on these lockers anything special, or is there a master key that opens all of the lockers?"
 
 "The master key is in my desk back in the office, Mistress. I don't think we really need it, though. I have been monitoring Banshee's thoughts, and can easily take over his body's motor functions to make him unlock it from the inside."
 
 "Thank you, White Cat, that will be a lot faster. Please proceed."
 
 Emma concentrated for a moment, and seconds later, Sean found himself unlocking the locker without any control. As soon as the latch came free, Black Cat reached for the handle and opened the locker. Banshee tried to use his sonic scream when he saw the look on Black Cat's face, who he had thought to be a friend. However, he was faced by the green cat's eye ruby which Catwoman held up in front of his face, and went into a trance.
 
 Catwoman said to him, "Welcome to my new Kitten-X, Screaming Cat. That is who you are now, for Banshee is no more. You will lead them, with the help of White Cat. Now tell me, Screaming Cat, who do you serve?"
 
 "Only my Mistress, Catwoman."
 
 "Very good. Now, Screaming Cat, it is time for you to take on a new look which will make you fit in with the rest of Kitten-X. I want my two co-leaders to be equal partners, in both authority and in appearance. I think you are going to really enjoy your new life!"
 
 Catwoman raised her right hand, and the red ruby enveloped Sean in a glowing scarlet energy field. As the pulsing orb began to dissipate moments later, the redheaded male dressed in a plaid shirt and tan slacks that had been standing there was gone. In his place stood a redheaded female with an unbelievably well formed body, looking much like her co-leader Emma, but with a much larger chest and long, flaming red hair instead of blonde. Shawn was wearing a costume identical in every way to Emma's, except for the fact that her breasts stood out so much more.
 
 Shawn held out her arms, and looked down upon her new form, and said, in a voice that was soft, smooth and almost dripping with sexual tension, "Oh, thank you, Mistress! My new vocal cords feel even more capable of vocal power than before, and I look so much like Emma that we can truly act together, now."
 
 "I'm glad you like what I've done for you, Shawn," Catwoman said. "I fully expect that between Screaming Cat and White Cat, Kitten-X will be led to carry out my wishes, even if I cannot be on hand personally."
 
 "Yes, indeed, Mistress," the two white clad cats said in unison, after Emma did a quick mental link with Shawn to let her know what to say.
 
 "Okay, now let's go find the junior members of Kitten-X, and see if they've eliminated Chamber and M yet. Then we all need to get back to our new Cat's Lair, because I have some intricate plans I need to tell you about. We will soon be adding another group to our empire!"
 
 
 Chapter 3
 The Fantastic Four No More
 
 Four Freedoms Plaza

 
 Susan Storm Richards awoke from her sleep at 8 in the morning, and looked at the empty bed beside her. As had happened on more mornings than she cared to count, her husband was no longer beside her. Sue muttered almost glumly, "Well, as usual, Reed is off in his lab. Sometimes I wonder just who he is married to, the lab, or me!"
 
 Before she could collect her thoughts any further, or call to check on Reed, Sue heard the robotic receptionist Roberta calling her. "Miss Susan, some guests are here to see you; Miss Black Cat is one of them." Sue tore off her nightgown, and quickly put on a white pullover blouse and a pair of jeans. She slipped her Reebok walking shoes on and laced them up quickly; Sue didn't have time for makeup, but she did stop briefly at her mirror to brush her hair. She then took the elevator down to ground level, and went to the front door to see her guests. When Sue opened the door, she found two women dressed in catsuits.
 
 Sue knew one of them, as had her receptionist's memory bank; she was the Black Cat. However, she did not know the other one, who was wearing a shiny black latex catsuit with a cape, so she said, "What can I do for you, ladies..."
 
 The Invisible Woman's voice stopped in mid-sentence as her face froze.
 
 Catwoman was holding her left hand up in front of Sue's face, with the green ruby glowing, and said, "Just serve me, my dear Mrs. Richards. Forget about being Invisible Woman. From now on, you are Cheshire Cat. Follow me." Selina lowered her left hand, and led the group into the building. Behind them followed a number of white clad kittens, who had been off to the side, out of sight, when Sue had opened the door.
 
 There were two kittens who remained outside the door, to keep anyone other than the Fantastic Four from approaching. Screaming Cat had dressed in nondescript clothes, which were still stunning because of the shape they contained, instead of her costume so that she would not attract attention. Shawn was unaware of just how much attention she was getting from passersby who ogled the beautiful redhead dressed in a knee length light blue skirt and a very clinging white pullover sweater. The casual white walking shoes on her feet did nothing to detract from her beautiful tanned legs.
 
 Lynx had duplicated White Cat's mental powers to scan approaching visitors, and to blend in with Shawn, had adopted Emma's form also. She, too, was dressed casually, but looked too impressive to ignore. The yellow blouse she wore was loose but still hinted at the impressive chest beneath, and her stretch tan slacks showed off the fantastic shape of what were really Emma's legs. As if the gorgeous redhead outside the door was not enough, the stunning blonde that Lynx now was gave viewers a double dose of pretty femininity. If nothing else, this display was a good distraction that would keep people from thinking about the superheroes inside the building.
 
 Lynx never caught any malicious or threatening thoughts, and used her mental link with Shawn to assure her of their security. She knew her mistress and teammates were going to be busy inside.
 
 Once the kittens and Sue were out of the public eye, Selina brought up her right hand, with the red ruby glowing fiercely. A red sphere of shimmering light surrounded the entranced Sue, and when it dissipated, she was standing there in a medium blue catsuit. There was a black rendition of the Cheshire Cat's face on her chest, adorned with a wicked grin. Matching darker blue spike heeled boots that came up to her knees, and gloves which went just past her elbows, accessorized the catsuit. A similar dark blue domino mask covered her eyes, extending back over her blonde hair almost to her ears.
 
 The only witness to this transformation scene was the robotic receptionist. Before Roberta could speak, however, she was smacked solidly by an iron hand. At the same time, energy bursts were wiping out the sensors. Catwoman turned her head, and said, "Nice work, Shedder Cat and Firecracker Cat. Now, Cracker, get upstairs and do your stuff."
 
 "Thanks, Mistress," they said in unison. Cracker Cat raced to the elevator, and shot upwards.
 
 Then, to the White Cat, Catwoman said, "Follow Cracker, and make sure she doesn't have any trouble." Without a word, a very serious looking Emma nodded her head and got into the elevator as soon as it came back down.
 
 Selina turned back to Sue, and said to her, "Who do you serve, Cheshire Cat?"
 
 In reply, the still entranced Sue now dressed in blue said, "Only you, Mistress. I take orders from Catwoman only."
 
 "Very good, Cheshire. You will be the leader of the Fantastic Cats." Sue came out of her trance, and a wicked grin formed on her lips to match the one situated between her bulging blue tits. She clenched her hands into fists, and put them on her hips.
 
 Black Cat walked over to Catwoman and said, "Mistress, we have to move on, before the Human Torch returns, or Reed finds out too early that we are inside!"
 
 Catwoman was about to reply when, as if on cue, an almost panicked mental message came from Lynx. Johnny Storm had showed up. The Human Torch entered via the front door, looking down, and said without seeing any of the cats, "Rebecca, would you call Pam, and tell her I will never go out with her..."
 
 Then Sue's younger brother came off autopilot, and took notice of the scene before his now seeing eyes. He saw the Black Cat, then noticed a woman in a blue catsuit that looked an awful lot like his sister. He started to continue with, "Who are all you cats, and where is Rebec...?" when he was clobbered on the head. As he fell to the floor, he saw who'd hit him, and said, "Black Cat! Why?"
 
 He lost consciousness before he could hear a reply.
 
 At that same time, Reed was busily working on his new project in the lab. He heard some raucous noise coming from the room above him, and then heard the Thing say, "Girl, watch out, 'cause it's CLOBBERIN' TIME!"
 
 Reed shook his head, and said, "Computer, open diary, remind me to tell Ben not to let hookers in his bedroom, and if he has to bring them in, to use the guest room, same as Johnny."
 
 However, Reed was making incorrect assumptions. The Thing was not upstairs in his bedroom with a hooker, but was actually fighting Firecracker Cat. Then something hit Ben's mind like a hot blade, and he fell down in agony, with Cracker's energy waves wracking his body.
 
 The White Cat strode into the room, and appeared standing over him imperiously, with Cracker Cat joining her. "Nice job, Firecracker, this will please the Mistress." Then she sent a telepathic message to Catwoman, telling her that she had succeeded in turning the Thing's mind into a vegetable, allowing Cracker Cat to take him out. Catwoman told her to turn off Thing's mind completely, because she had no need for the rocky hero in her plans, and to take Cracker Cat and meet her in the lobby. They still needed to move on and capture Reed.
 
 When White Cat and Firecracker Cat went to the lobby, they met Catwoman and a new cat, who was wearing a blue catsuit and a blue domino mask on her face. When White Cat turned to Catwoman with a puzzled look in her eyes, Selina said to her, "Meet our newest partner, Cheshire Cat! Now then, I want you to escort her to Reed's lab, so we can secure him before we go back; oh, and take Shedder Cat with you."
 
 They all said, "Yes, Mistress," and the White Cat proceeded with the others to the lab. On the way, she set up mental links among the three of them so that no voices would be needed to communicate. Before they entered, she told Cheshire Cat, <We need some cover,> so Sue used her invisibility powers to cloak herself and her new companions.
 
 When they opened the door, Reed said, without seeing who it was, "Honey, can you come in later? I have a lot of work to do, and I..."
 
 Before he continued his words, he was hit over the head by a mallet formed from Shedder's newest metallic skin, and also by an invisible battering ram which knocked the air out of his lungs. Then he felt something like a bomb going off in his mind. With the surprise they needed successful, White Cat told Cheshire to drop their cloak, and all three suddenly came into view. Before he collapsed, Reed saw three catlike women, and one of them looked a bit like his wife Sue, so he said, "Sue?! What...why?!" and he fell to the floor.
 
 Cheshire Cat picked him up with her force field, and stood there with a victorious smirk on her face. Then the White Cat sent a telepathic message to Catwoman, telling her that they had succeeded in the capture of Mr. Fantastic, thanks to the quick work of Shedder and the unique abilities of Cheshire Cat.
 
 Catwoman told her to take Cheshire and Shedder, along with the unconscious Reed, back to the lobby, where, as a group, they would head back to their lair at the academy, so she could deal with the two males who would join Cheshire in the Fantastic Cats. Selina was already envisioning what she would do with the fire powers of the young man at her feet, but would have to decide what to do with Mr. Fantastic once they were back at the lair.
 
 
 Chapter 4
 Avenging the Loss
 
 Avengers Mansion

 
 Sitting at the control console of the communications center in the Avengers Mansion, Captain America was talking to Nick Fury at S.H.I.E.L.D. via a secure channel. "Nick, the Fantastic Four are not responding to any of our transmissions. Even the automated systems in Four Freedoms Plaza are not responding!"
 
 "Yeah, I know that, Cap, but they may be away in another dimension. You know Reed."
 
 "Okay, good point, Nick. I'm still a bit worried that something may be out of the norm, though, so we'll go and check out their situation. Would you be able to send a team from S.H.I.E.L.D. to help if needed?"
 
 "Sorry, Cap, but we can't. We have a lot of work over here, and the available teams are all tied up at the moment. We'll try to help later if you need it."
 
 "Okay, Nick, thanks. Cap out." Then Captain America closed the connection, and called all the on hand Avengers to an emergency meeting. He left the comm center, and proceeded to the meeting room.
 
 After a scant two minutes, Iron Man showed up, followed shortly by Thor and Vision, then Justice and Firestar. A few minutes later, the Scarlet Witch, along with Wonderman, showed up. Wonderman had a pissed look on his face and said, "I hope this is important; I was in the middle of business." His expression turned to a smile as he looked at Wanda.
 
 Cap scowled almost imperceptibly, then said, "It is important; the Fantastic Four have disappeared, without leaving any word. For some reason, even their systems aren't responding, so we're going over to Four Freedoms Plaza to investigate. It could be that they're just away on a mission, with Reed so intent on what he's doing that he didn't remember to leave any word. Personally, I think the circumstances are more intriguing, with a lot of inherent danger, so we'll go in two separate groups. Group One will consist of myself, Iron Man, Thor and Vision. Group Two will be Wanda, Firestar, Vance and Wonderman. Group One will access the building from the main entrance, while Group Two will cover us from the roof, okay team?"
 
 Every one of the present Avengers nodded and said, "Okay," with no questions for Cap, but mumbling among themselves. A note of urgency instilled by Cap's demeanor had every one of them on edge, and they all proceeded to the hangar. They got aboard their Quinjets, and jetted away to the Four Freedoms Plaza.
 
 * * * * *
 
 Meanwhile, in the Cats Lair, Catwoman was trying to think of a way to use the last remaining male Fantastic Four member, Reed Richards. Her plans were already set for the Human Torch, so Mr. Fantastic was the only question. Then an idea came to mind, so she called Cheshire Cat and told her to bring Reed to her chamber. In only a few moments, Reed was in front of her, wearing a collar which stopped him from using his powers, and took away his willpower. The woman who'd been his wife stood by his side, with a wicked grin on her face.
 
 "How are you doing, Reed?" Selina inquired. "Are you feeling well?"
 
 "Cut the facetious pleasantries, you witch!" Mr. Fantastic blurted. He then scowled, and added, "Turn my wife back to who she was before! What have you done to her?"
 
 "Why would I want to do that, Reed? I've made her better looking, and have given her a better life. Don't you agree, Cheshire Cat?"
 
 "Yes, Mistress. I love what you have done for me."
 
 "You see, Reed, she is very happy here, along with all the others I've brought together to join me, and I want you to be happy, also, in serving your mistress. Now, look at my ring, and submit!"
 
 Selina lifted her left hand and placed it directly in front of his face. Reed could not take his eyes off the green ring; it robbed him of his original identity and replaced it with that of a subservient slave. All he could think of was serving his mistress, whom he now knew to be Catwoman. When it became apparent that Reed had fallen under her spell, she removed the collar from his neck so that all his powers could return. Then Selina pointed the red ruby at him, and a glowing red sphere surrounded Reed.
 
 When the red orb faded away, there was no longer any sign of Reed Richards, Mr. Fantastic of the Fantastic Four. In his place stood a beautiful woman with a waist length raven mane, and a figure that would put many models to shame. She was wearing a pale tan catsuit which had great difficulty in containing the two huge orbs projecting from her chest. There was a black puma face residing between these bulges. She had opera length black gloves on her arms, and thigh high black boots clung closely to her elegantly shaped legs. She stood atop her new spike heels elegantly, posing imperiously.
 
 Catwoman and Cheshire Cat both took in this new vision, and Selina said, "Welcome to our group, Puma. That is who you are now. Your intellect is now the driving force behind Rebecca Richards, who has all the powers Reed Richards had, but none of his identity."
 
 In a sexy feminine voice, Puma replied, "Yes, thank you, Mistress. I love what you've done for me, and I'm happy to serve you."
 
 Catwoman walked over to hug her new kitten, then told her, "You will now once again be a partner with the woman who had been your wife. Join with Cheshire, and go bring the Human Torch to me."
 
 As commanded, Puma and Cheshire Cat left the chamber, hand in hand. A few minutes later, they came back in with Johnny Storm. Around his neck was the same type of collar that Reed had been wearing, with his will already nullified. Catwoman pointed the red ruby at him.
 
 When the ensuing red energy field dissipated, his clothes had been changed to a red catsuit. Johnny almost looked like he was aflame in the bright red, even while he was not powered up. Then she pointed the green ring at him, and after removing the collar, said, "Welcome to the group, Firecat! You three are now the Fantastic Cats."
 
 Bowing his head, Firecat replied, "Thank you, Mistress. I'm glad to be joining my two female companions to serve you."
 
 Catwoman then used her telepathic link with the White Cat, and said, <Call all the kittens to the meeting room. We have plans to make.>
 
 <Yes, Mistress, I'll call them all now.>
 
 A short while later, the entire group was in the meeting room, which had once been the conference room outside Emma's office at the Academy. Catwoman told her assembled Kittens, "I'm sure we've gotten the attention of the other heroes now that the Fantastic Four has been eliminated. Now we have to be ready for the Avengers to come after us, or the maybe the X-Men."
 
 Puma raised her hand to make a point, and said, "I believe, Mistress, that the Avengers will be investigating first, because some of the Fantastic Four had been their associate members."
 
 Catwoman turned to her, and said, "Thank you. You have a great mind, Puma, which I'm glad I left at your disposal. If you do feel so strongly that it will be the Avengers who will investigate first, in that case we will take the attack to the them, and try to catch them off guard. I now defer to your own deep knowledge of our future foes. So, Puma, what do you think the Avengers will do?"
 
 "Well, Mistress, I think they are going to head for Four Freedoms Plaza to check on the silence. They will probably split into two groups, and in all likelihood, one of them will go through the front door, while the other one will go in via the roof."
 
 Catwoman thought for a moment, then said, "That sounds logical. We'll split into two teams ourselves to cover them. Team one will be Cracker Cat and Shedder Cat, along with Screaming Cat, joined by Puma, Black Cat, Lynx and Manx. The other Team will be myself, White Cat, Firecat and Cheshire Cat. Team one, you'll go to the front door, and you'll fight the powerhouses of the Avengers who are likely to be in the group headed there. Those of us on the second team will take on the presumably weaker members who will cover them from the roof."
 
 A rather lengthy discussion of who should concentrate on which Avengers in each group then took place, with strategy defined almost exclusively by Puma. Puma also gave a few suggestions on ways to trip up the heroes, since the Avengers were damned near invincible. They would need guile to overpower the Avengers, not brawn. When Catwoman finished her comments, Puma added, "Mistress, both groups should watch out for the Scarlet Witch. Whichever team of Avengers she is on will have a potent power."
 
 Catwoman clapped her hands, and said, "Wonderful, Puma, very good. If the Scarlet Witch is that powerful, I want her with me. If she is with the Avengers first group, get word to me via White Cat. I do hope that she will be in the group that tackles the roof, so that I'll get to her right away. Once we've created enough havoc for the Avengers, or if they somehow seem to be prevailing over us, we'll get out fast. So remember, if any of you hear the White Cat telling you to pull back, go back to the Catchopper. Is that clear to you, my Kittens?"
 
 "Yes, Mistress," they replied, almost in unison.
 
 "Okay, let's get going then, I want to make sure we get there and set up before the Avengers arrive. Get to the Catchopper quickly, and remember the plan. I don't want to lose any of my Kittens."
 
 * * * * *
 
 It was only a short while later, at the Four Freedoms Plaza, that the Avengers of their Team One were entering through the main front door. Captain America said to Iron Man, "This is really strange. No one is here, not even the robotic receptionist, Roberta!"
 
 Iron Man was about to remark, when from out of nowhere came a sonic wave that hit Vision dead center, knocking the synthezoid silly. In tried and true manner for whenever a sudden surprise hit, Cap yelled,
 "Avengers assemble!"
 
 This time, though, there were precious few Avengers to do so. Cap was getting ready to warn the second group as Iron Man and Thor joined him near the still dazed Vision when he was caught short. From out of the shadows came two women wearing catsuits, one of whom said, "Avengers, surrender now, or face our wrath!"
 
 The Thunder God Thor raised his mystical hammer, and answered, "NEVER! The Avengers doth never give up without a fight!"
 
 He shot out toward them, while Cap was shouting, "Thor, stop! It's a trap!"
 
 The headstrong Thor did not listen, and one of the cats tore away her skin. A steel skin appeared, and the hammer of Thor hit her in the chest. Shedder's steel skin protected her from the blow, but the force of the impact threw her through the wall behind her.
 
 Puma took stock of the situation, then said, "Lynx, Manx, Cracker Cat! Take Iron Man and Cap."
 
 After Cap jumped over the fireworks and energy waves of Firecracker Cat, he tried to hit her with his shield. However, Cap was hit with a sonic scream from Lynx, who synched with Screaming Cat, copying her power. In the meantime, Iron Man was trying to avoid the razor sharp Manx.
 
 Meanwhile, on the roof, the second Avengers Quinjet landed. As she got out, Wanda said, "I feel something odd, that is definitely not right here."
 
 Wonderman started to reply, "What is it my..." but he was cut off when he was clobbered by an invisible hammer. Before he fell to the ground, he saw three women and a man in catsuits approaching. Before Wanda could hex anything, she was hit with a telepathic shock bomb in her head, which paralyzed her.
 
 When Firestar and Justice jumped into the battle, Firestar was facing a man in a red catsuit that turned into fire around him, and looked an awful lot like the Human Torch. She said to him, "Who are you?"
 
 In reply, he haughtily said, "I'm Firecat, and I will make you obey my Mistress!" Firestar found her microwave powers to be of little use against the flaming Firecat, who was using his own flames to get to her more directly. At the same time, Vance was facing a woman in a white catsuit who was more than a match for him. He saw the other two women go toward Wanda, and one of them, the one in the shiny and sexy black catsuit, pointed her hands at Wanda. Two rays shot from them, one green and one red. This distracted him from his own fight, however, and that was all that the White Cat needed to knock him out.
 
 As White Cat took out Justice, Firecat knocked out Firestar, and took her to Catwoman. Selina was with Cheshire Cat and another woman, wearing a red catsuit. She had pink boots and gloves, and a set of red cat ears coming out of the jet black hair piled atop her head. Catwoman said to White Cat and Firecat, "Welcome your new sister kitten, the Red Ocelot!" Then she said to Firecat in particular, "Wake up Firestar, so we can make her your new partner, Firekitten!"
 
 The red and green rays were shot forth again, and Firekitten was born. Firestar's costume was changed very little to make Firekitten's, mostly being the addition of a flaming cat head to her chest. She kissed Firecat, and said to him, "Hello, love."
 
 Selina saw the results of her work and grinned, then said, "Okay, let's get back to the Cats Lair. Order the Kittens to retreat, White Cat, and take Justice with you, Cheshire Cat."
 
 Then Red Ocelot said, "What about Wonderman, Mistress?"
 
 Catwoman thought for just a moment, then said, "He reminds me too much of a heroine I hate; fry him, Firecat and Firekitten!"
 
 They both eagerly responded, "Yes, Mistress!" In less time than it took to say that, Wonderman was no more, just a heap of ashes scattering to the wind.
 
 When the order to retreat was heard in the mind of Puma, she looked at the situation at hand. Captain America was holding off against Cracker Cat and Lynx, who had adopted both the powers and form of the Scarlet Witch to try and confuse him, while Manx kept Iron Man at bay. Thor, however, was proving his heroic mettle, and Screaming Cat, Shedder Cat and herself where finding it hard to stop him.
 
 She also saw that the Vision was trying to get up. She knew she needed something to distract them, so she took a small disk out of her belt and threw it at Iron Man. When the disk attached to his armor, it shot out an electromagnetic pulse that stopped the armor cold. Puma told Manx to hit Vision so they could retreat, and while she took Iron Man, she shouted to Firecracker Cat, "Let Cap go! Fire a blinding flare at him and Thor."
 
 As Cracker Cat obeyed the order, Shedder Cat and Black Cat, with Puma carrying Iron Man, left the building. Manx gutted Vision, and followed them along with Chatter Cat. Lynx reverted back to his own form as he joined the others in leaving the scene, which was a good thing considering that Red Ocelot may have freaked upon seeing herself in her original form.
 
 The entire group of cats was now assembled, and went to the Avengers' Quinjet on the roof, which after some red rays from Catwoman's ring, became a Catjet large enough to hold the entire, newly expanded group. Then Selina had an idea, and turning to Red Ocelot, said, "I'm betting that somebody in the Avengers is going to take the Catchopper as evidence or something. Can you hex the Catchopper so that whoever is in it ten minutes after it takes off will have their sex changed, with whatever they're wearing modified to match?"
 
 Wanda giggled, then answered, "That sounds so wicked, Mistress! I can do that with ease!" She raised her pink gloved hands, and waved them in a strange pattern. "I've never heard of a more apt use for the term 'booby trap', Mistress! Not only did I set the hex to reverse their sex, but as a bonus, they're going to find themselves in bodies built for porno flics, and if I did it right, some very interesting changes should happen after sunset."
 
 "Ooo, wonderful, Ocelot," Selina almost gasped, then bade her to join with the others in their new transport. After climbing aboard their new vessel, which made the Catchopper look like something from the Stone Age, they jetted to the Cats Lair.
 
 After Captain America recovered from the flare fired by Firecracker, he found Thor in a rage, holding the shredded Vision in his hands and saying, "By Odin, I shall avenge Vision, thou foul cats!"
 
 Cap held up his Avengers card and called the second team, but there was no response, and he became quite worried. He told Thor, "Get up to the roof, and see why Wanda's team isn't responding." Thor went up to the roof, but then, as Cap looked around, he didn't see Iron Man anywhere! He hoped that he wasn't going to lose any more teammates.
 
 They had already lost the Fantastic Four, and God knows where they were now; Iron Man was missing now, also. Vision would need heavy work by the computer to recover. What more bad things could happen?
 
 As a cue, Thor came storming back down from the roof, with more rage than before, and he said to Cap, "Wanda's team have all disappeared, except for a charred Wonderman, who died in flames! And the Quinjet they arrived in is nowhere to seen."
 
 Cap shook his head, and said, "Oh, my dear God! We have to get back to Avengers Mansion and try to get help, any help. Take Vision with you, and let's get to the mansion." Thor picked up Vision, and they proceeded in much smaller numbers back to the Avengers Quinjet at ground level. The jet took off for the mansion, with a worried group of decimated and no longer invincible Avengers aboard.
 
 As they were ascending, Cap caught a glimpse of a heavily modified helicopter that looked like it had been adorned with cat's ears and cat's whiskers. He figured that must have been what their foes had arrived in, but if it was that large, how had they all left in one of their Quinjets? Oh well, it hardly mattered now. He'd have to come back to take that chopper back to Avengers Mansion as soon as possible. 
 
 Chapter 5
 The Turning Point
 
 Upon their arrival back at the Cat's Lair, Catwoman exited the Catjet first and watched as her growing team of kittens followed her one by one. When they were all out, Selina stood away from the group and addressed them. "Nice job, everyone. Take Iron Man to my chamber, and lock Justice in one of the lair's cells. You all worked very well as a team in fighting the Avengers, and soon we'll have two more new kittens to join you." With that, she turned and headed into the building.
 
 Manx and Lynx picked up the still unconscious Justice, who had been mentally knocked out by White Cat. With her at their side to make sure he stayed ineffectual, they proceeded into the Lair following Catwoman, and locked him into the same cell that had held Johnny Storm before he became Firecat. Cheshire Cat put a force field bubble under Iron Man to make him nearly weightless so that she and Puma only have to worry about the inertia developed by his still heavy armor. As the rest of the kittens got inside and proceeded to their own rooms to rest, or to any of the rec rooms to play and wind down that way, Puma and Cheshire Cat followed Catwoman to her room. They set Iron Man in place, then Cheshire left as Black Cat made her way past her to see her mistress.
 
 Black Cat closed the door behind her once the ex-Invisible Woman was gone. She smirked at seeing the hulking form of Iron Man just standing against the wall totally inert, with Puma watching him closely, and made her way into Catwoman's bedroom. Selina had already removed the latex cowl and mask from her head, and was shaking her long black hair to loosen it up after being pent up under the cowl for so long. She saw Felicia approaching from her reflection in the mirror, and was turning as Black Cat said, "Mistress, I have an idea for getting a couple more friends to join our group of Kittens."
 
 "Okay, Felicia, but tell me about it in a few minutes. Right now, our biggest priority is to change the two Avengers we brought back with us, starting with that metallic hunk you passed on the way in. Let's go have some fun!"
 
 Felicia knew better than to try and change her Mistress' mind, and so followed her back out into the larger main room of her quarters. With the stasis disc that Puma had slapped onto his armor still attached to Iron Man's pelvis, the metallic Avenger was still standing motionless against the wall as Felicia had seen him on the way in. Puma was at his side, busily watching displays on an analyzer box she was holding next to the disc. "Puma, has the Avenger awakened from your stun blast yet?" Catwoman asked as she neared her.
 
 "Yes, Mistress, Iron Man actually awakened while we were in transit back to the Lair. I had the disc set to keep his armor rigid, and without the benefit of his armor's heart stimulator, he has been in a declined physical condition, also. I've been monitoring the readouts on his system, and he can come to full capability as soon as the disc is removed."
 
 "Ah, I was unaware of his physical shortcomings," Catwoman replied. "If his armor has been acting as an oversized pacemaker all this time, I'm going to give Iron Man a new lease on life. Go ahead and remove the disc, Puma."
 
 As her tan catsuit clad kitten reached down to deactivate and remove the disc, Selina placed her left hand in front of the visor of Iron Man's face plate. Before Tony could even think to move any part of his armor, his eyes locked on the glowing green gem, and this time he froze from within instead of from without. "Yes, Iron Man, you are now immobilized in an entirely different manner," Selina told him. "Tell me, what is your name?"
 
 "My name is...is...To...Tony...Tony Stark," the iron clad Avenger answered, after struggling to not reply.
 
 "How is it that you were unable to answer me directly, I wonder?" Catwoman continued. "No matter; tell me, Tony Stark, who do you follow and obey?"
 
 "I am an Aveng...an Avenger...I follow no one...no...I follow and obey only my Mistress, Catwoman."
 
 Selina briefly turned her hand and looked in puzzlement at the green gem, then quickly put it back in Tony's eyes. "That's right, Tony. You are a willing kitten of mine, and will do whatever I ask of you now. But I'm not finished with you yet. Just being a thrall of mine is only the beginning of the changes I'm going to make in you."
 
 "Yes, Mistress," the entranced and enraptured Tony said, "I live to do as you please, and anxiously await whatever else you wish to do with me."
 
 Black Cat gave Puma a puzzled look, pointing at Catwoman's left hand, but she could only look briefly at the display on her device which showed nothing out of the ordinary, and shrugged her shoulders. Then they both saw Selina's right hand coming up, and waited to see what their Mistress had in mind for Iron Man.
 
 A now familiar red sphere enveloped the massive Avenger, and when it dissipated, a much smaller figure stood in his place. A much smaller and extremely feminine figure. She was plated by an almost liquid silver, skin tight body armor which covered her from head to toe, without any of the bulky joints that had allowed Iron Man to move. The silver gloves on her hands and forearms and the silver knee high boots with what looked like absolutely flat heels matched the suit so well that they were almost indistinguishable. No sign of her hair was visible, for the silver helmet and face plate covered her now shoulder length black mane which was piled up on top of her head. Her devastatingly beautiful eyes were hidden behind a thin visor still, which allowed her to see all around her but none to see in.
 
 "You are now Tanya Stark, my Iron Cougar," Catwoman told her. "Your new feminine body is free of any of the defects your old male one had, and while that skin tight metallic body suit doesn't look as hardy as your old armor, it is actually even stronger, with all the devices and sensors you've become so used to using over the years, now powered by magic instead of physical assemblies. It is stronger because when Black Cat was telling me about this Marvel Universe, she told me all about Adamantium; that is a mystically formed Adamantium shell which now covers your body. And one thing it will do was never a part of your old armor, Tanya. You're standing flat on the ground at the moment; let's see what happens when you wish to look more statuesque."
 
 With but a thought that her new mind seemed to know all about, Iron Cougar suddenly seemed to rise in height. All eyes, including her own, looked down to her feet to see the three inch platforms and nine inch heels which had just grown from the bottoms of her boots. "Oh, thank you, Mistress! I feel so much more comfortable now than I did mere moments ago," Tanya almost cooed with a slight metallic tone. Even with the slight filtering, all present knew that she now had a very pleasant sounding low female voice.
 
 "That's because your dainty feet are formed with a severe arch in them, Tanya," Catwoman told her. "You have the option of changing your heels and soles to whatever form is best for whatever situation you find yourself in, but you'll find that high heels such as those you're now wearing will suit you best. If you but think about it, any part of your new costume will change to reflect your needs, such as forming claws much like my own on your gloves' fingertips, or even the foot-long slashers that Wolverine has. With all your now magical high-tech accessories, though, I doubt you'll ever need claws for hand to hand combat. You have access to them if you ever need them, however."
 
 Puma and Black Cat watched with eyes wide as Tanya experimented quickly with her Iron Cougar costume. It went from being smooth and sleek to being covered with spikes, then on a whim, she reshaped it to look exactly like Selina's Catwoman costume, pointy ears and all, only in gleaming silver; as the thought came to her while in that form, Tanya tried seeing if she could change its color, also. Suddenly, there was a second Catwoman facing Selina, only whereas Selina had nothing covering her head, this other was in full costume, with the metallic black looking quite similar to Selina's black latex, but with her hair much shorter. "Very nice, Tanya," Catwoman said almost sternly, "but I am the only Catwoman, and I don't want any competition!"
 
 Instantly, Tanya's costume reverted to the sleek and shiny silver, once again propped on unbelievable platforms and heels. "Sorry, Mistress," she said meekly, "I was just seeing what I could do; I won't do that again. Now, how may I serve you?"
 
 "That's the correct attitude, Cougar," Catwoman stated. "Go with Puma; I need to rest now, and see if my ring is still working right before changing Justice. Felicia, you come with me; Puma, work with Iron Cougar in coming up with a plan for attacking the Avenger's mansion and taking it over for ourselves."
 
 In almost a single voice, the two cats replied, "Yes, Mistress," and they both turned to leave the room. However, what neither Puma nor Catwoman could see was the display on the inside of Iron Cougar's visor, with a projected digital display saying, "Brain Shield strength 30%", and Tanya thought, 'Nice thing that not all my old systems were subverted by Catwoman, and that my shield held up, to a degree, anyway. Now to get a feel for what is going on here at the Cat's Lair and know my foes a bit better before striking at them. Meowwwwrrrrrr...seems like I'm a pretty good actress now, too.'
 
 With no knowledge that the transformation she'd just accomplished was not quite complete, Catwoman turned and went back into her bedroom with Black Cat right behind her. "Now then, Felicia, tell me about your friends. I'm going to wait and change Justice later. Do either of them have powers that would be of use to us?"
 
 "One does, while the other is a beautiful woman. Spider-Man has incredible strength and agility, derived from a bite he got from a radioactive spider in a lab at school. The other is his wife, Mary Jane, and she is a model with long red hair."
 
 "Long red hair, you say? Hmmm..." Selina mused. "You know, Felicia, back on my own world, there was another woman with long red hair at one time that wore a costume and called herself Batgirl. She's in a wheelchair now, so her heroic identity is long gone. Let's take your red haired friend and do something which I wanted to try a long time ago; I wanted to subvert that little hussy into a slut that could never get enough sex to satisfy her needs, and also change the first letter in her name from a "B" to a "C". I don't care how or what you do to change this Spider-Man, but if you bring me back his wife as Catgirl, it will be a real plus for you."
 
 Black Cat's eyes went wide. "Did I hear you right, Mistress? Did you just say you want *ME* to go and do the changes? You're not coming along?"
 
 Selina was removing the rings from her hands as she answered. "That's right, Felicia. I'm going to stay here and rest, and let you go have some fun on your own. You're my first and most favored Kitten, and I want to see how you do in making the kinds of changes I've been doing, but with your own methods. I now have no worry about the strength of my green ring; while we were coming back into the room, I sensed it telling me that it was at full strength. The subversion of Iron Man must have just been more difficult that those in the past."
 
 "Thank you for trusting me with your rings, Mistress. I already can think of what I want to do to Spider-Man, and turning Mary Jane into a sex-starved nymphomaniac that is also Catgirl sounds like so much fun! I'll be back soon!" Felicia placed the two rings on her own hands, and turned to leave the room. As soon as she was outside the Lair on the way to the Catjet, she experimented with her control of the rings by using the red one on herself. After the red glow faded, it was Mary Jane Watson-Parker who climbed into the jet, not Black Cat. She had a wicked grin on her face, and a totally new costume on her body...
 
 "Catgirl, you say, Mistress? Meooowwwrrrr!"
 
 * * * * *
 
 It was already midafternoon when Cap landed the quinjet back in the Avengers Mansion hangar. He gave Thor a hand in moving Vision to the computer center, then put out a call throughout the mansion for anyone on hand to call in to him. He was hoping that at some point while they'd been gone, some of the other Avengers might have dropped in. It turned out, though, that only one Avenger called back to Cap.
 
 "Hi, Steve, it's Clint. What's up?"
 
 "Clint, meet me in the hangar bay, will you? I've got some bad news, and I need your help in bringing something back here."
 
 "Will do, Steve. See ya in a couple of minutes."
 
 When Hawkeye entered the hangar bay, he found Cap working on refueling the only quinjet on hand. "Where's the other quinjet, Steve?"
 
 "That's the least of our losses, Clint," Captain America told his much more easygoing teammate. He then spent a few minutes telling Hawkeye about the battle from which they'd just returned. When he got to the point of mentioning the helo that had been left behind near Four Freedoms Plaza, Cap asked him if he was checked out in helicopters. "I haven't been at the controls of a chopper in ages," Cap mentioned, "so I'm hoping you can handle it for us."
 
 "No, Steve, sorry. A quinjet is the extent of my flying experience, and you know as well as I do that they are so damned automatic that a pilot is more of a passenger," Hawkeye replied.
 
 "Excuse me, sirs," a voice rang out from the other side of the quinjet. The Avengers' butler, Jarvis, had been doing oil and other checks while Cap was doing the refueling. "What kind of helo is it you need to bring back here?"
 
 "It looked like a big Huey, maybe a Bell 214 or something like that, with a lot of cosmetic modifications like cat whiskers and cat ears adorning it," Cap said. "Why do you ask, Jarvis?"
 
 "Well, sirs, it hasn't been very long since my own helo ticket was last punched, and Hueys were what I flew the most," Jarvis said as he came around to join them. "If needed, I could go with you to bring that chopper back. I'm sure that the controls and handling wouldn't be too much different from what I am used to."
 
 "You're kidding, Jarvis?!" Clint blurted. "I never knew you even flew, let alone flew helos!"
 
 Steve was about to add his own bit of incredulity, but he saw Jarvis getting ready to say more. "Yes, sirs, I have quite a few capabilities which I don't brag about, but I guess maybe I should enumerate them for you someday. I'm sorry if my quietness about my more esoteric abilities has caused any problems."
 
 "No, of course not, Jarvis," Steve said. "How soon can you be ready to go? The quinjet should be ready in about ten minutes."
 
 "I'm ready to go at this moment, sir," Jarvis said as he started to untie the apron from around his back. "Just let me get out of this apron, and I'll be set. My coat should suffice as a jacket, since I know the quinjet is heated, and I'm sure the helo will have cockpit heat."
 
 "This is going to be a real Kodak Moment!" Clint laughed. "A helo with cat goodies on it and a pilot dressed like a butler!"
 
 "Don't laugh, Clint," a more serious Cap admonished. "I'm more than glad to find that Jarvis is even more valuable to us than we'd always thought. Speed in getting that chopper back here is more important than what the crew look like. I want both the helo and the quinjet back on the ground here before anything else can go wrong. Jarvis, I'll stick with you as a backup, since I have been at a helo's controls, even if it was a long time ago. Clint, you can fly us there in the quinjet and then bring it back, hopefully alongside us flying in a near hover for an escort, just in case."
 
 "Gotcha, Steve. Let me go get my bow and quiver. I never leave home without them!" Clint said as he turned to go back to his room.
 
 "Hurry back, Clint," Cap said to the retreating figure already halfway through the door. "Helos, huh, Jarvis?" he said as he turned back to the seemingly even more capable butler. "Who'd've guessed?"
 
 As predicted by Steve while they were waiting for Clint to get back, he and Jarvis were treated to a rather wild ride back to Four Freedoms Plaza with Hawkeye at the controls. While his arrow shots were some of the surest things ever seen, his wild flying would have been more at home back in the days of barnstorming.
 
 A relieved Cap and Jarvis hopped out of the quinjet next to the still present Catchopper, and before getting in, did a quick once around to do a brief preflight. Nothing appeared out of order, and after Jarvis strapped into the right seat of what looked to him like a Huey's big brother, he felt right at home. As he worked on getting the bird started, Cap checked out the radios, and after letting New York Center know about their unplanned trip, switched over to the distinct freq used in the quinjet to check with Clint. Hawkeye gave Cap a quick good luck on the radio, then waved a thumbs up as he started the quinjet back up into its element, to await his friends in the helo.
 
 The relatively unloaded Catchopper practically leapt off the ground and into its own element, with a grinning Jarvis feeling more at home every second. He put it into a ground hover to check out control response and other handling particularities, and after noting nothing peculiar, angled the nose down and started into a forward climb. Clint was staying just outside the rotor diameter, and moved a bit further off once they were at altitude and moving at a much more sedate speed back to the mansion.
 
 Just after they got into a cruise mode, Jarvis activated the one more modern addition to the helo that his earlier Hueys could never have had - an auto stabilizer which acted like an autopilot. That way he could just hang on to the controls, and let the chopper fly itself for the most part, unless something went wrong. As it turned out, the something which went wrong wasn't with the helo, but the pilot and his crewman. If they'd not had the auto stabilizer turned on, some really wild maneuvering may have resulted.
 
 When the ten minute mark was hit after liftoff, Jarvis and Cap were both hit by the hex that their ex-teammate Wanda had put on the helo. Both were more than a bit disoriented as the changes were taking place, but they did happen quickly enough that only a quick dip in the flight path was noted by Clint, flying alongside. When he looked over to the cockpit after seeing the helo quiver, Clint did a double take.
 
 Cap had turned into a tall blonde female with hair streaming down her back after coming out from under the blue cowl on her head. From what he could see, *her* costume had become much more abbreviated, with only thin shoulder straps and high French-cut legs on what looked like a blue swimsuit with a big white star centered on her chest. Around her very narrow waist was a red and white striped belt. She had close fitting elbow length red gloves, and it looked like she had red thigh high boots on, too. The one thing which stood out the most, and stand out was the best description Clint could think of, was that she had the biggest damned set of boobs that he'd ever seen on any woman, and he'd been to a lot of strip joints in his days.
 
 That wasn't all, by any means. There was no longer any sign of the old man in a butler's uniform at the controls. Instead, the right seat was being occupied by a much shorter very young looking woman with short black hair, or at least, it looked short because it was in a bun behind her head, held in place by the maid's bonnet. She was wearing what Clint could swear was a fetishist's dream of a shiny latex French Maid costume, with tiny little white gloves on her hands. She, too, had a set of tits that Clint could only marvel at, and though he couldn't see them, he was willing to bet that if whatever had just caused his friends to change like that was complete, she just had to be wearing shiny black shoes with unbelievably high heels on them.
 
 Clint just shook his head with his eyes closed, thinking this vision would disappear, but when he looked back over, the two very voluptuous females in the helo's cockpit were excitedly talking with each other. He decided that now wasn't the time to get on the radio and ask what had happened.
 
 "Thank God I at least don't have a French accent," the woman who'd been Jarvis said as she finished.
 
 "That would have been the least of our problems," the now *very* female Captain America said in a voice that just oozed sexuality. "The only thing I can think of is that this helo was jinxed by its prior owners, with the sole intent of making more trouble for us. If Wanda was captured by them earlier, she could have done this easily, and what scares me is that if it was her magic which changed us, it may be only her magic which can change us back. And just look at us! We're not even normal women, but extreme exaggerations of what even Clint's wet dream girls probably look like."
 
 For the umpteenth time since her abrupt change, Cap took her red gloved hands and tried to place them around her incredibly huge breasts. They were just too large for her to do so, and by placing them under her jutting chest, she once again hefted the weight now pulling her center of gravity forward. She also spread her knees to once again gape at the heels on the bottom of her boots. While the ones being worn by the pilot looked like a fetishist's dream, hers were even higher, with just a hint of her toes angling out in front of the boots. Combined with what she guessed to be six inch heels, her now much smaller feet didn't put much of her forefoot on the ground. Would she even be able to walk in those things?
 
 "Cap, you're at least lucky that you can still use your normal name, or at least, your costumed one," the pilot said. "What am I going to do? I sure as hell can't use a name like Jarvis looking like this! Even Stephanie and the short Steve would be okay for you, but I'm stuck!"
 
 Of all people, it was Hawkeye who provided her answer. Just after she'd said that, Clint figured it was time to ask what was going on, and opened with, "Uh, just what should I call you both now? Cap and Jasmine, maybe? What the hell happened? Oh, forget that, what happened is pretty obvious...HOW did it happen?"
 
 The ex-Jarvis turned and looked at Cap just as Cap turned to look at her. "Jasmine? I like it; close to my old name, and it seems to fit how I now look."
 
 Cap grinned with a wide toothy smile that her old body would never have made, then used the radio to reply, "Thanks, Clint. You just solved the most recent of the problems we've been having over here. I can obviously still be Captain America, or at least, I think I can, but Jarvis was wondering what to use for a new name. You just christened her. For the moment, you're now escorting Stephanie Rogers, and Steve will still do, and Jasmine, the Avengers' *maid*. I can only guess that somebody in that group of evil cats had some potent magic. My deepest fear is that they have Wanda in their control now; if it was a hex of hers that changed us, it may be a while before we can get changed back. Let's can the chatter about it for now. Wait 'til we get back to the mansion."
 
 "Okay, Cap. But I gotta tell ya, you two are the owners of the biggest damned tits I have ever seen!"
 
 "Clint - "
 
 "Okay, Cap."
 
 There were no more surprises during the rest of the flight back to Avengers Mansion, and as a test, Jasmine had Cap take the controls a couple of times during the transit. Not only were her piloting skills still up to par for the helo, but she found that even though she was practically on her toes in the boots, she apparently had the coordination and dexterity to handle all the pedals and controls with ease. If it turned out she could walk in them as easily, she was going to be a lot happier.
 
 It was a very different pair of people that got out of the helo inside the hangar than those which had boarded it a half an hour earlier. Clint finally got a closer look at the two of them as they climbed out, and this time whistled softly to himself. Jasmine was an unbelievably sexy French Maid, and seemed to be quite at ease in her new form, easily less than half the age of her older male body. The new Captain America, Clint thought, easily fit the Miss America name that had popped into his head during the flight. What surprised the hell out of him was that Cap was walking with such ease, what with having a long blonde mane hanging down her back all the way to her bulbous ass, and that incredible set of hooters hanging, no make that jutting out in front. As if that wasn't enough, she seemed to be walking with the fluid grace of a ballerina on heels that had her almost in a toe stance. And even without the heels, she looked taller than him; with them, she towered over him!
 
 "Clint, there's nothing I can think of at the moment to add to what we discussed during the flight," the sexy sounding Cap told him as she came up to him. "Our biggest priority now is to figure out who is causing all this trouble, and where our missing teammates are. Let's try, hard as it seems, to ignore the situation Jasmine and I are in, and get on with business for the time being. So far, I'm probably more surprised than you that I can walk in these boots with so much ease and grace. I can't figure out why whoever caused our change made it so easy for us to adapt to the change. Let's just hope that if we have to do any more fighting soon that I can be just as effective as before. I doubt I have as much muscle strength as before, but I can still feel the super-soldier serum giving me stronger than normal abilities."
 
 "At least your shield looks like it didn't change, Cap. Your trademark is still something we can depend on, if nothing else," Clint replied. "Let's go see if we can round up some more help. With your current abilities still unproven, I think we should get as much backing as we can if we're going after whoever did that to you and caused all our earlier problems."
 
 Both of them grinned when they watched Jasmine mince her way over to where she'd left the apron before leaving. It was way too large now, and she grinned sheepishly when she looked up to see them ogling her. "Guess I'll have to invest in some new clothes and accessories for the time being!" she giggled.
 
 "Damn, Cap, Jasmine sure seems to be taking this well," Clint said.
 
 "I really can't explain it, Clint," she replied, "but both of us seem to have adapted to the changes with a lot more ease than I would have thought normal. Lord only knows what that magic did in total to us!"
 
 Cap couldn't know just how loaded a statement that was...
 
 At that same moment, up in the Avengers Mansion, which seemed so much more empty, Thor was watching the robot arms of the computers reassembling Vision. As the synthezoid slowly began to look like his old self, the Asgardian Thunder God raised his enchanted hammer and proclaimed, "Just wait, my friend; by Odin's beard, I will avenge you!"
 
 Captain America went alone into the communications room; if any embarrassment was forthcoming, she wanted to suffer it by herself, without a gloating Clint by her side. After getting through to S.H.I.E.L.D. and verifying that she was really somebody with the authority to do so, she finally got back in touch with Nick Fury. This time, after convincing Nick that she was indeed the now super heroine Captain America, she gave him a brief rundown of the battle they'd just been through earlier in the day, and then the eventful helo flight. "And so, Nick, we desperately need any help you can give us. These cats we've encountered are hard to figure out in that they seem to have awfully familiar powers. If you can't help us yet, we may have to go to the X-Men, and you know how the government feels about anybody going
 to the mutants for help; God knows they are really no different from many of the rest of us, but they've been pegged."
 
 "It does sound like a lot more is going here than we originally thought, Steve...er, Stephanie..." Nick replied.
 
 "Steve's still good, Nick," a voice and image that didn't look at all like a Steve told him.
 
 "Okay, ...Steve. I'll send a team over to you right away, and have a much larger group on quick standby a lot closer to you than the Helicarrier. That way, if you need even more help, it should be able to arrive at a moment's notice."
 
 "Thanks a lot, Nick. That makes it sound like we should be able to handle the situation soon, and there are also a few more Avengers that I can call on to add to our depleted ranks. Cap, out."
 
 Cap closed the connection with Nick, then opened another which had Ant Man standing by. The astonished Dr. Henry Pym had taken even more persuading to accept the blonde goddess he was seeing as Captain America. "Okay, Hank, I've got some help from S.H.I.E.L.D. on the way; I'm glad you're using your ant powers right now instead of your Giant Man powers, I think they'll be much more useful. Can you and Wasp get here to give us a hand?"
 
 "You bet we will, Cap! Jan and I can be there in about forty minutes."
 
 "Thanks, Hank. We'll be watching for you, and I'll give you a brief on what's been happening once you get here. What's Jan's latest Wasp costume look like? No, never mind, I'll see it when you get here. Cap, out."
 
 "You'll like it, Cap! Hank, out." He had to wonder if Cap's interest in Janet's costume was derived from her new gender...
 
 Cap was in the process of closing that connection when she noticed another terminal flashing. "What the...?" she muttered under her breath. "That's a secret internal channel, who could be calling us on that line?" Regardless, she reached up and punched the button. It showed a message taping time of only a few minutes earlier, and had to have come in while she was talking with Nick.
 
 It was a sexy female voice that sounded just a bit more metallic than coming over the emergency line would cause. "This is Iron Man. As hard as it is to believe, I've been turned into a female by Catwoman. That's who's causing all our troubles. Nominally, I'm one her Kittens now, called Iron Cougar. That's what she's been doing to get her ever growing group of super powered kittens. She's capturing heroes and changing them to fit her needs. I can't talk much now, but I'm sending the coordinates for the location of this Cat's Lair we're in; it's the old school upstate that used to be where the Generation X kids were being trained by Sean and Emma Frost. Please come here as quickly as possible and strike this place hard; I don't know how much longer I can hold out without them finding out that I didn't fall completely under their control. I'll tell you about that 'completely' part later. Bye for now."
 
 "Bye for now?" Cap wondered. "Just how much of a change did they do to Tony? And 'completely'? Does that mean that she could slip into helping them to fight us instead of helping us?"
 
 As much as she wanted to go to her help right away, Cap knew they'd be a lot better off if they sweated out the short time it would take for Ant Man and Wasp to get there, not to mention the strike team from S.H.I.E.L.D. To kill time, Steve went by Thor and told him what was going on, having to once again watch the astonishment on the face of one of her teammates, then brought him with her to the hangar bay to fine tune their only remaining quinjet. By sheer luck, they found the Black Panther already in the hangar bay, having just arrived in his own personal jet. They got a surprised T'Challa to join them, and in the process, told him what had been occurring. The ranks of the revitalized Avengers was growing.
 
 It was less than an hour later that the once again full quinjet took off with the S.H.I.E.L.D. combat transport at its side. A very short and terse information sharing session had taken place in the briefing room moments before, and more than a few eyebrows were raised a second time when Cap replayed the message from the woman now known as Iron Cougar. The coordinates she gave were fed into the nav systems of the two aircraft, and the mission was on.
 
 * * * * *
 
 Even though Catwoman had instructed Puma and Iron Cougar to start working on attack plans right away, Puma had figured that it would be best if Cougar was given a quick tour of the building and introduce her to any of the kittens they encountered. It was following this tour that Tanya had made her emergency call to the Avengers, speaking softly enough within her helmet that Puma couldn't hear her. She managed to finish just as the pair got to the conference room, where they then got to work.
 
 Puma and Iron Cougar were sitting at the conference table, the lonely two of them discussing Thor's power, and what could be done to contain it. "Thor is a powerhouse, Tanya, as I'm sure you know." Puma said in conclusion, "But I think that if we can get Lynx to sync with his power, we could have him hold off the Thunder God long enough to let Red Ocelot cast a spell on him."
 
 "That's a nice plan, Becca," Iron Cougar replied in a soothing tone. "However, I'm not serving Catwoman, and I'm going to stop you!" she added abruptly, and with that, a paralyzing ray shot from her raised palm. The surprised Puma was hit squarely, and slumped first to the table top, then out of her chair and onto the floor. Iron Cougar knew now that Puma was really her old friend Reed Richards, after seeing some of the stretching she did during their tour, and reached down to check her condition. The beautiful but deadly woman that Reed had become was unconscious, but otherwise unhurt. Tanya then left the room quickly, and went in search of Justice. She was pretty sure that the young hero hadn't yet been changed, but would soon find out for certain whether or not she still had a potential ally in the Lair.
 
 After changing her heels back to flats and making both them and the soles of her boots soft to reduce the sound of her steps, Tanya went up and down a few hallways before finding the cell block area. She found Lynx guarding the one cell, and presumed it to be the one holding Justice. Before the young Kitten could react to the latest Kitten being there, Iron Cougar raised her palm once again, and a repulse ray hit him hard enough to slam his head into the wall, knocking him out. Tanya took the key from Lynx's belt, then opened the cell door to find a still unchanged Justice, who with a look of shock on his face, recognized the metallic form of the voluptuous female facing him. "Oh, no! They made you join them also, Iron Man! Stay away from me!"
 
 "No, they changed me, but I'm still on the side of the angels, Justice, for the most part, anyway. And the name's Iron Cougar now. Shut up, and listen close." She gave the youngster a brief rundown on what had happened, then finished by saying, "I'm still in control of my actions as of right now, so let's attack them before they find out about us and come to attack us, or worse yet, I revert to a kitten loyal to
 Catwoman!"
 
 Before they even got ten feet down the hallway, Iron Cougar and Justice were brought up short by the appearance of White Cat, with Firecracker Cat right behind her. The situation looked completely wrong to White Cat, and a quick mental scan of their supposed silver clad ally and the young prisoner with her told her everything she needed to know. "So, Iron Cougar, you want to betray the Mistress? I should put mental blocks in your head to leave you only as a subservient kitten, but instead, you can die right now!"
 
 Before White Cat could either launch a mental attack on them or get through to any of the other Kittens via telepathy, Justice attacked her mind. The two of them went into a heated battle on the astral plane, and in the resulting confusion, Iron Cougar went after Firecracker Cat. She had already turned and started running back down the hallway to verbally inform the other Kittens, but a quick shot with a paralyzing ray stopped Cracker at the corner. She turned to check on Justice and White Cat, and saw that a shaken Justice was at least conscious, while the statuesque blonde seemed to have collapsed onto the floor.
 
 Apparently Cracker Cat had gone far enough, though, for as Iron Cougar reached her and bent to see how badly she was hurt, she was jumped by Shedder Cat. Her rock formed arm took out the blaster port on Cougar's hand, and they then got into a tussling catfight. Iron Cougar finally felled Shedder with a quick punch to side of her head, but she was knocked away from the fallen Kitten by a sonic wave. It was Screaming Cat, and she was accompanied by Manx, Cheshire Cat, Firecat and Firekitten. Cheshire Cat shrieked, "You think you can hurt the Mistress? We're going to kill you now for what you've done, Iron Cougar!"
 
 Before any of the new arrivals could do a thing, however, the wall to their left suddenly gave way. Firecat and Firekitten were both trapped under the fallen wall, and knocked unconscious by bricks hitting them on their heads. Manx heard the sound of something zipping through the air. Before she could react to this, though, Cap's shield hit her and knocked her out. Cheshire Cat went invisible, but the enhanced senses of the Black Panther led him directly to her, and he hit her across the back of the neck with a stunning Karate chop. "Sleep tight, Sue," T'Challa said softly, as he laid the woman he knew to be a friend somewhere deep in her mind on the floor, her form becoming visible due to her loss of consciousness.
 
 Screaming Cat had been neutralized by a sting in the neck by the Wasp, who it turns out had come up with, of all things, a black costume that made her look like an insect version of Catwoman, without the cowl or cape. Ant Man then joined her as they flew off to check on any other approaching Kittens. They and the patrolling Hawkeye somehow missed the most important one, though.
 
 As she walked up to retrieve her shield, taking much shorter steps than ever before and wiggling her beautiful ass and hips in the process, Cap finally saw Iron Cougar in person. "Wow, you really do look beautiful, Tony! Or should we call you Tanya now?"
 
 "Holy - My God, is that really you, Cap? Looks like I'm not the only one who got changed today. Well, actually, that *IS* my name now, but cut the jokes, Cap! We need to stop Catwoman before she can - "
 
 "Before she can *WHAT*, Iron Cougar?" a still bareheaded Catwoman fumed as she rounded the corner. She wished like hell she still had her rings on her fingers, for these fools would already have been taken care of. As it was, she'd have to bluster and hope her Kittens could back her up. "I do like your new look, Captain America. Did you like your trip in my Catchopper? But enough of that! You will both join your friend Wonderman in the netherworld, for I no longer have any need for you, or any of your newly arrived allies!"
 
 Thor came up behind her, and seeing Catwoman for the first time, shouted, "You nearly destroyed Vision, and you killed Wonderman! Die, woman!" Before any of the other Avengers or Catwoman could do anything, the Thunder God loosed his hammer at her. With even that short distance that it had to go, however, the hammer never reached its target.
 
 A woman in a red catsuit and pink boots and gloves had come upon the scene just as the hammer was loosed, and cast a hex spell on it. "No one shall hurt my Mistress while the Red Ocelot is standing!" Almost immediately, though, she was felled by the explosion of her hex on the enchanted hammer, and almost as quickly as she'd arrived, the Red Ocelot was out of the picture. She never even had a chance to react to the brief glimpse she'd caught of what her magic had done to Captain America.
 
 At that moment, Justice came back on the scene, and without using any of his mental abilities, punched out Catwoman with a blow to the back of her neck. "That was for Firestar!" he yelled in a rage. Before either he or the still enraged Thor could do anything else to the fallen feline, Iron Cougar herself picked her up to shield her from their blows. Was this merely a show of human kindness to a fallen foe, or was there something deep within Iron Cougar which gave her that impulse?
 
 Meanwhile, S.H.I.E.L.D. agents had secured the perimeter of the Lair, then proceeded to fan out throughout the interior, securing all the cats they found with special power-inhibiting cuffs. Nick Fury himself came up to Cap to take Catwoman from him, saying, "Wow, Cap! I thought you looked good on the monitor, but in person you look almost unbelievable. We'll keep this Catwoman in an ultra secure cell. I don't see any way to bring either you or all these Kittens of hers back to your and their original forms or identities, but we'll keep trying. We're going to do our best, Cap."
 
 "Thanks, Nick. I know you'll do your best, and have S.H.I.E.L.D. scientists working 'round the clock to bring us back to the way we used to be," Cap told him. "In particular, I think my own change hinges on getting Red Ocelot back to her original identity of Scarlet Witch. Now, I've got to get back to Avengers Mansion with my teammates, and our newest Avenger, Iron Cougar. She was a big help in getting to Catwoman."
 
 Nick turned to look at Iron Cougar, and noticed that she seemed to be a few inches taller than the even taller than normal Cap. Wasn't she a good number of inches shorter than her when he last looked? Then he started back toward the transport, saying to himself, "Damn, that is one hell of a pair of women!"
 
 Then Nick picked up the field radio on the transport and asked, "Did we pick up all the cats and kittens inside?"
 
 One of his agents replied, "Yes, sir, we have them all, and are ready to bring them all back to base."
 
 "Good, make sure our best people are guarding them. They may have been friends and allies at one point, but as of right now, they are all way too dangerous to be free."
 
 "Yes, sir. Understood."
 
 As the radio clicked off, Nick started thinking again about that Iron Cougar. Did she have any relation to Iron Man?
 
 * * * * *
 
 The long day of eventful battles and fascinating changes was finally coming to an end as the quinjet landed back at the mansion late in the afternoon. Cap and Iron Cougar had been close together discussing their new forms on the whole flight back, and Tanya made a point of noting that she still had a large degree of loyalty to Catwoman because of the work of her green gem. She was in control of it, but feared that it might slip out at some point. Cap reassured her that they'd all do their best to help her.
 
 Unfortunately, Cap was unaware of just what kind of help Tanya would be giving her in only a few hours.
 
 Cap and the others were quite surprised when they got up into the mansion after their arrival. Jasmine was in some form fitting jeans and a white blouse instead of her French Maid costume, but she was
 still wearing her stiletto heeled black pumps. "I got busy right after you all left," she told them. "I went to the mall and ended up putting a large dent in the Avengers credit availability. I figured that if Cap and I were going to be stuck like this for an as yet undetermined amount of time, we'd need something else to wear than what we got on that flight. Cap, I made a few guesses as to what your actual sizes would be, but I think I got everything right. <giggle!> Go take a look in your closet!"
 
 As much as everybody else, especially Jan, wanted to follow her, Cap went into her room alone. If she was going to be shocked any more that day, she didn't want any witnesses. As it turned out, though, she should have known she could trust Jasmine, even if she did seem a lot more playful than Jarvis ever did. She saw what looked like an entire closet full of blouses, dresses, skirts and pants, and the closet floor was stacked high with boxes full of shoes and boots. In curiosity, she then turned to her dresser drawers, and was only mildly surprised to find that all the shorts, t-shirts and socks that used to reside in them had been replaced by nearly countless bras, slips, camisoles, bustiers, garter belts, hose of all kinds and pantyhose, leotards and body suits, waist cinchers (what was Jasmine thinking...wasn't her waist already so narrow that...), and of all things, even a few corsets. As if the waist cinchers weren't bad enough! There was also what looked like a false bottom built into the bottom drawer, but as soon as she saw it, Stephanie blinked, and then closed the drawer as if she hadn't seen anything out of the norm.
 
 Changing out of costume was a good excuse to see if Jasmine had guessed correctly, and before she put on the silky black lace trimmed bra she'd selected, Cap looked at the size tag. 40HHH. Was she *really* that big?! The bra seemed to fit nearly perfectly after she figured out how to hook it, relying on past experience in *unhooking* bras worn by, most recently, Natasha (Black Widow) and Rachel (Diamondback). Well, at least she now had a better idea of just how massive her chest really was. It was while fidgeting with the bra that her nipples got more than a bit stimulated, and Stephanie now knew why Rachel liked it so much when he'd played with her nipples during foreplay.
 
 That nipple action gave her another hint at what her new anatomy was made for, as her new blonde hair bordered feminine slit got very hot and wet all of a sudden. As much as Cap was tempted right then to see what it would feel like, she thought better of it and selected a matching black panty that was little more than a G-string. She pulled on some nude pantyhose, then put on a shiny dark blue blouse, and took a few moments in getting used to the buttons being backwards from everything she'd buttoned in the past. Then she slipped into a black leather miniskirt whose hem was only a few inches below her crotch. Just what had Jasmine been thinking? But as daring as it looked, Stephanie felt an urge to show off, and left it on. She finished by looking through the assortment of footwear, and ended up putting on a pair of navy blue pumps with modest four-inch heels. How had Jasmine managed to get even her foot size correct?
 
 Stephanie saw no need for makeup, but did take a brush to her long blonde hair. Working with hair that was that long was a new experience, and made her start to wonder about washing and drying it. These worries got her thinking about all the other things in her life which would be different if nothing was changed back, such as periods, sitting on the toilet, possible childbearing, and all the rest that her new gender entailed. She shuddered, and sincerely hoped that Jasmine's investment in clothes would be useless. However, she needed to look strong and in control for both her own and her teammates sake, so as she left her room to go join the others, Cap put all those thoughts aside and once again became the seemingly solid minded hero...er, heroine that she truly was.
 
 Stephanie shouldn't have been quite as worried about the daring look of her miniskirt, it turned out. Since she'd wanted to fit in with the rest of her teammates after getting back to the mansion, Tanya had shifted her own costume into what looked like a sleeveless shimmering silver dress that was somehow even closer to her crotch than Stephanie's was. She'd made her boots into minimal silver ankle boots, but still with unbelievably high platforms and heels. When she and the others saw Steve come down, they all complimented her on her good looks, then a brief discussion took place about the possibility that part of the changes they'd been through was to give them almost slutty personalities, seeing as how they'd both ended up looking almost like tramps after changing clothes.
 
 During the dinner which was prepared by the rejuvenated and now very feminine hands of Jasmine, both Cap and Jasmine started to feel a bit lightheaded. Their teammates allowed that both of them had been hit by some heavy changes earlier in the day, and put it off to that. Both were excused long before everybody else left the dining room, leaving the rest of the remaining Avengers to discuss the massive changes to the group that had occurred that day. Iron Cougar trusted her teammates with her secret, and her tale was the highlight of the after-dinner discussion.
 
 Both Stephanie and Jasmine went to their rooms and quickly disrobed before dropping into their beds, seemingly exhausted. However, neither fell completely asleep, and less than an hour after their heads had hit their pillows, both jolted awake and threw off their sheets and blankets.
 
 Jasmine, whose now evidently long black hair was no longer held up behind her head, turned on the lights at her dressing table, then sat down. She used the extensive makeup assortment there to turn her almost demure face into that of a wicked and sexy looking vixen. Then she opened the bottom drawer in her own dresser and removed the false bottom, exposing the components of the costume she proceeded to don.
 
 Earlier in the day, while her conscious mind had been acquiring and stowing all the new clothes she'd bought for herself and Stephanie, Jasmine's unconscious mind had supplied her with all the correct sizes for Stephanie, and also gotten her to acquire and then hide from even herself the costume that her new nighttime identity would wear. As it would become apparent later, Jasmine's hidden personality was somehow connected, via the magic that had changed them, with that of her friend and soon to be accomplice.
 
 Her upper body was minimally covered by a band of shiny black material which rose from the panty just large enough to cover her slit and ass crack, crossing from the lower left to upper right and vice versa, covering only the aureolas and nipples of her own massive chest before joining together behind her neck. She had shoulder length black gloves, and shiny black boots with tall stiletto heels clinging tightly to her lower legs. They could have gone well up over her knees, but the tops were folded down to form cuffs at the tops of the boots. A minimal black domino mask covered her eyes, with wide sweeping points which arched up. A wide black belt hung jauntily just over the widest part of her hips, and there were loops and hooks on the belt, along with a small pouch, holding all tools she would need to use in committing crime and mayhem as Black Tabby.
 
 Over in Stephanie's room, she had opened her hidden drawer and donned the costume which had been obtained by Jasmine for her after making up her own face to look incredibly evil. Aside from the obvious differences brought on by Stephanie's height and slightly larger boobs, what she was wearing was identical to that which Jasmine had put on. Identical, that is, except for its color. Stephanie was now White Tabby, with a few bonuses in body strength and other abilities that gave her a few advantages over her partner. While she didn't have Cap's shield, the whips, crops and other tools on her belt would be much more to her liking.
 
 Both of the new villainesses once again darkened their bedrooms, then proceeded into the hallway to join up. Finding the hallway dark as they'd expected, both made their way to the stairwell at the end, and as they started down, White Tabby whispered, "With our mistress in custody, we'll have to make do on our own for the time being. Do you think Catwoman would approve of our turning the Avengers' quinjet into a deathtrap?"
 
 "I'm sure she would just love that, Whitey. Especially if it would mean the deaths of as many Avengers as possible! Lets go!"
 
 The two feline felons were just getting to the bottom of the stairs when a shiny silver feminine shape started her own way up. Iron Cougar was back in her costume, and its enhanced vision systems gave her a good view of the two cats, with the white one obviously that much more apparent than the black one. However, even though they were both in totally new costumes with their faces heavily modified and their upper faces hidden by evil masks, she recognized them both right away as her friends Cap and Jasmine. Since she herself was fighting hard to suppress the urge to take on her own villainess identity, Tanya quickly assumed that the magic which had transformed her friends did far more than just change their bodies. Before they could even get a chance to react at seeing her, she hit each of them with stun beams.
 
 This turned out to be of even more benefit than Tanya had figured upon. As the two daringly clad women slumped to the floor at the base of the stairwell, Iron Cougar reached over and turned on the light on the table. She was prepared to zap her friends again as soon as they showed any sign of regaining consciousness, but got a pair of surprises as first the brunette, then the blonde slowly opened their eyes, took in the sight of Iron Cougar standing over them, then how each of them was dressed, and exclaiming together, "What's going on? Why am I in this strange costume?!"
 
 Tanya knew right away that something interesting had just occurred, and reached with both hands to bring both of them to their feet. "I think I know what's going on, ladies. Just as I have a large part of my inner self which is an evil villainess loyal to Catwoman, I believe that the spell which turned you both into women also gave you the urge to take on totally new and evil identities as kittens of Catwoman. By sheer chance, apparently by stunning you both just now, I submerged those identities. By any chance, do either of you have any inkling of who you'd just become before chancing upon me?"
 
 Stephanie's face remained confused looking, but Jasmine had a sudden inspiration. "I now seem to have full knowledge of what I was doing earlier today in acquiring not only all the new clothes for Stephanie and myself, but also these costumes. I can somehow also feel what Stephanie is going through right now, and I think my own awakening is influencing her, too. I have become Black Tabby, and I'm just barely able to keep her from suppressing me. My partner here is White Tabby, and it's a good thing you stopped us, Tanya! We were on the way to go sabotage the quinjet!"
 
 "Stephanie, what about you? Are you in control over your White Tabby identity enough for now?"
 
 The confused blonde's face suddenly lit up with the glow of knowledge. "Yes, Tanya, now that I've heard Jasmine tell us what is going on, I seem to have full access to what my own dark side was up to. For the time being, while I may look like White Tabby, she is tucked away in the back of my mind, seemingly asleep. We're going to have to find a way to suppress these new identities so that we don't become villainesses every evening. But since we're both in control right now, and I'm both wide awake and full of energy, why don't we all go out and do an impromptu patrol in these new costumes and give a few people a real thrill?"
 
 "That sounds like a lot of fun, Stephanie!" Jasmine beamed. "For the rest of the night, I'll be Nightmare, and you can be Ecstasy!"
 
 "Just don't become a nightmare, Nightmare!" Tanya added, almost jokingly. "Now just watch, as I turn into Wisp!"
 
 While on that trip back form the Cats Lair, Iron Cougar had told Cap all about her costume's morphing abilities, but now she was seeing it for real. In no time, instead of being plated from head to toe in shiny silver, Tanya was in a silver version of the black and white costumes her friends were wearing, with her shoulder length black hair finally apparent. "Ta-da...Wisp!"
 
 Nightmare giggled, and Ecstasy grinned broadly, which looked totally out of place on her evil looking face. "Very nice, Tanya! If you can modify that costume of yours that readily, and still keep the powers inherent in it, you've got a real plus going for you...while you're still a female, that is. If you can adjust as easily as I seem to be doing, you should be able to handle your new gender until the day comes that we can find a way to change back. Now, let's go have some fun!"
 
 For the rest of that evening, three women in identical costumes, save for their colors, went about the neighborhood that surrounded Avengers Mansion. They managed to stop a number of attempted rapes, halted one liquor store robbery, and even stumbled upon a completely surprised Dr. Spectrum trying to break into a jewelry store. The multicolored villain was so enamored of the visions of feminine pulchritude that faced him that they overcame him with much more ease than ever in the past.
 
 Jasmine was both greatly surprised and eminently pleased that the suppressed villainess that was still part of her had full knowledge and ability to use all the weapons she was carrying. Stephanie had a bit more of a problem in acclimating herself to using them, but by the time they'd come upon Dr. Spectrum, she was also using her own new weapons as if she'd been using them all her life. Tanya, of course, had no need whatsoever for the weapons with which she'd adorned her costume to match her partners, but after using the normal powers built into her costume at first, even she started to get a thrill from using her silver whip and its mates.
 
 After their new costumes were once again hidden away in their bedrooms, Stephanie and Jasmine finally went to bed for real. They had no worry of their dark sides taking over, because one of the last things the voluptuous trio did before retiring as the sun as just starting to make the eastern horizon glow was to stop in at Stephen Strange's place. While the mage was not pleased to be awakened at such an ungodly hour, he was more than happy to help the girls by coming up with enchanted chokers with tiny cat heads that each could wear. As long as the choker was around their necks, they'd have total control over the villainesses which they'd been destined to become every night. Even Tanya got one, to help her keep her own loyalty to Catwoman in check.
 
 * * * * *
 
 Two days later, at a maximum security prison set up for holding super criminals somewhere deep in the wilds of the American west, there was an even more ultra secure cell than the others, holding a beautiful black haired woman in a black latex catsuit. Somehow, it seemed to be permanently attached to her body, or at any rate, it wouldn't come off by any methods they'd tried.
 
 With two agents guarding her cell for double protection, one of them said to the other, "Just look at that woman, Sultan! Does she look hot and adorable, or what?"
 
 His companion replied, "Steve, we're doing a job here. Our job is to guard, not ogle the woman."
 
 "Oh, man, Sultan, always work before anything else. I heard she turned a bunch of male heroes into female villainesses. Now that has to be cool!"
 
 Unseen by either of them, a green glow was forming in the woman's eyes...
 

 To be continued...in Chapter Six
 
 Black Cat is at this moment having a blast at the Parker household...
 Strange sightings have been made of women in fantastic costumes in the
 area around Avengers Mansion. Are they recruiting new members...?

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