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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 author.

Chapter 6
 From Out Of The Spider's Web
 A short repeat from the beginning of Chapter 5...
 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...
 (In this space Iron Man was changed into Iron Cougar...sort of...)
 ...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!"
 * * * * *
 And now, on to Chapter 6
 As Black Cat started to arc high into the sky in the general direction of New York City, her thoughts started to become more and more wicked, coming very close to matching those of her mistress. Catwoman had been more or less enslaved by the strange energy being that had taken her from the DC Universe to the Marvel Universe, there to take on the role of his conqueror. First her costume had been changed from its original purple and black spandex and leather to a definitely more evil looking solid shiny black latex; then, while she slept for the first time in her new universe, Selina's mind was warped into that of a sinister sovereign bent upon turning the heroes and heroines of her new universe into her slaves. What neither Selina nor Felicia knew was that the entity still inside Catwoman was also working through the rings it had placed on Catwoman's fingers.
 Rings which were now on the fingers of Black Cat, who at the moment looked nothing like her normal self.
 As soon as she was at altitude and on heading, Felicia turned on the autopilot so she could pay a bit less attention to actually flying the Catjet. She had decided that in the interests of stealth and surprise, she should become as innocuous looking as possible. Once again, a red glow enveloped Felicia, and when it faded, she reverted to her own white haired and black and white clad body, but with a mind which was now devilishly more insidious. She willed the Catjet to lose all its recent enhancements, and had anyone been on hand to see it, there would have appeared to be a red glowing orb flying through the afternoon skies. Once it had turned back into an Avengers Quinjet, Felicia changed it even further into a seemingly average Cessna Citation biz jet.
 When air traffic control suddenly noticed a high flying aircraft in their system where none had been moments before, near panic erupted. The bogie was nowhere near any other traffic, thank God, and so a sense of business at hand took over from the brief spike. When they radioed the bogie to find out what was going on, Felicia told them she was Black Widow, doing some classified work for the Avengers, then apologized for not letting them know in advance about entering their airspace with a new stealth system being tested. She then set her transponder for the code they gave her, and became a normal bit of air traffic to handle all the way to her destination, JFK International Airport. With the background Natasha had, they had no problem accepting her story, and also her request to not make any official notations of her odd flight.
 As soon as she had parked the fake Cessna on the fixed base operator's ramp in the far corner of the huge international airport, Felicia used her red ring for another change, and it was a beautiful woman with long coppery red hair dressed in a sleeveless midi-length light blue dress and over the knee high chunky heeled boots that came out its door. The apparent Natasha Romanov made her way inside to make arrangements for the servicing of her aircraft and related fees, all to be charged to the Avengers. She then proceeded to the ladies room where another red glow could have been seen in one of the stalls, out of which came the snow white haired Felicia Hardy, still in what Natasha had been wearing. Of course, Felicia made sure she was alone in the restroom before using her ring, so no one was on hand to see that glow.
 Felicia then went to the sidewalk in front of the FBO and waited for the cab she'd called for from the lounge inside. After the usual short wait, she got into it for the usual long trip into downtown Manhattan. As the long trip to her own townhouse got underway, Felicia made one alteration to the route by adding a stop at the central downtown library, then started thinking about just what she could do with the hero who had once been her good friend, Spider-Man. From what she'd seen done so far by her Mistress, she was positive that not only would he become a spider-powered kitten, but a very feminine spider-powered kitten. But what to call her?
 She would definitely be as deadly as a black widow, but that name was still owned by the Avenger she'd just impersonated, and whom they had yet to get their hands on. Since there weren't any cats or spiders with names that related to both species that she could think of, Felicia decided that the transformed Spider-Man would become known as Arachnacat. And since Selina had told her to make Mary Jane into a sex-starved nymphomaniac, whenever Arachnacat was out of her costumed identity and form, she too, as Patsy Parker, would be unable to ever satisfy her own sexual urges.
 The cab came to its first stop at the big downtown library. The cabbie watched the meter toll go higher and higher as he waited in the garage while Felicia went to the reference room and its computers to so some research on the web. Her Mistress had mentioned a heroine named Batgirl in her own universe, and while Felicia doubted she'd find any references to any "DC Universe" heroines in any books, she had a hunch that the web would be more help. Sure enough, after altering the target of her search a few times, she found a site with a huge page containing the names of heroines and villainesses of both the DC and Marvel Universes. When any of these names were clicked upon, a connection to an individual page with that person's background, history and intricate details about their powers and fighting abilities was made. She doubted that very many people in her Marvel Universe even knew about the DC Universe, so this site she'd found was a real surprise.
 Out of curiosity, before she went over to the DC side, Felicia clicked on their entry for Black Cat to see what they said about her. Damn, how did they know about that? With a slight blush forming on her cheeks, she went right away over to the DC side of the site, and scrolled down first to Catwoman, so she could see what her Mistress had been like before. The sheer depth of background material from her early days as a prostitute all the way to just before Gotham City became No Man's Land made Felicia wish she had time to stay and study it.
 She then scrolled back up to the entry for Batgirl, and made note of the many costume variations she'd worn over the years. The amount of detail it had on the heroine's fighting styles, personal habits, and even the workings of her utility belt got Felicia very interested, and without realizing it, she committed all of that information to memory. She also saw just why her Mistress had wanted her to go after Mary Jane. The resemblance was uncanny.
 With very little of her Mistress' background noted, but quite a bit about Batgirl, Felicia closed her connection to the web and then made her way back down to the garage. The now impatient looking cabbie was still waiting for her, and she groaned when she saw the meter after climbing back into the rear seat. She knew it was worth every penny, though, and also knew that the cabbie was sticking with her because of the promise she'd made about making his trip really worth it once they got to her place.
 Felicia was grinning broadly as she handed the cabbie her credit card after running inside quickly while he waited at the curb outside her townhouse. That balding blonde cabbie with a really thick gut had been more than pissed as they were leaving the airport when his beautiful fare had told him that she didn't have any money on her, but would need to get to her purse inside the house once they got there. He assumed that he was going to get a nice lay from the beautiful white-haired chick after that promise she gave him.
 Even with the promise she'd made to him, though, he still felt deep down that he was going to get stiffed. His dour mood turned into a big grin when he saw the size of the tip she was adding to the fare, however. Then, as the cabbie leaned back into the middle of his hack to put away the charge slip, Felicia looked all around to make sure there were no apparent witnesses, then waited for him to turn back up toward her. As soon as he did, a red aura developed around him as she held up her right hand.
 As the red glow faded, Felicia held the green ruby on her left hand in front of the now voluptuous brunette's beautiful eyes and said, "You are now known as Charlotte Fleming instead of Charles Fleming, my lovely. And lovely you are! I've given you a body so perfect for your new role that not only models would envy you, but your average exotic dancer would just die to have some of your assets. Driving a cab is just something you do to meet people and have a bit of fun; you get your primary income at night, and those of your bed partners who join with you as males will wake up the following morning as incredibly beautiful females themselves. The female partners that you take will turn into sex-starved hussies who can never get enough.
 "You know all this will happen, and hide it from them all since you get such a thrill from being the evil little minx who brings them into their new worlds. And don't you worry about getting pregnant; you are a fully equipped female, but your ovaries will never produce eggs. You also have no susceptibility to any sexually transmitted diseases, including AIDS, so you can have sex as often as you like without any worries. Your driver's license and all the other paperwork in your cab have been altered to your new identity. I'll leave it to you to change things back at your house. Have fun, my dear!"
 The new Charlotte briefly closed her eyes, then grinned up at Felicia as she waved and then took off down the road with a sly grin on her bright red painted bee stung lips. She was already dressed far more provocatively than your average, or for that matter, any female cab driver. She wore a shiny black lycra spandex long sleeved leotard which clung very closely to the huge melons sticking out from her chest with rigid nipples poking out at their peaks. There was a pair of black lurex hot pants just covering her waist and ass; they hardly went down her legs at all, and got nowhere near as high as her tiny waist. The wide shiny black belt which was at the top of these shorts nearly came to the hem along her thighs, so short were these shorts.
 Her beautifully tanned legs needed no hose, but she had some black crotchless fishnets in the glove compartment which she'd find later. Over her bare legs, she wore a pair of shiny black knee high boots with fuck me stiletto heels. She had no trouble at all in driving with these incredibly high heels, nor would she find any difficulty in walking, standing and posing in them a bit later. Felicia had given Charlotte a body fully equipped for her new role.
 Felicia herself was wearing a wicked grin now, and muttered, "Oh, my! I never knew how much fun it could be to change nondescript men into gorgeous women; and even better, this one is going to be turning a lot more guys into gals! And to think, I'd thought Mistress only wanted me to change Spider-Man and Mary Jane for her. With the power I now have, I could have even turned Charlotte into a supervillainess; I think that being the carrier of a sexchange and sex enhancing power will be enough for her, though. I wonder just how many guys she will get together with..."
 With that, Felicia determined to get on with her assigned mission. She got the keys out of her purse and locked her door, then got into her bright red Ford Mustang. Since the Mustang barely held more than two people comfortably, she drove it into what appeared to be a closed off alley so she could be hidden from view. She used her red ruby, and moments later was sitting at the wheel of a Ford Explorer. This had a large open space in back, and it would soon be filled.
 Felicia stopped at ten different pet stores so it wouldn't seem too odd, and bought a total of fourteen cats and kittens of various breeds, only one of which was jet black and one other snow white. These two were going to have special places once she was in her own black and white again. Then, with loud meowing coming from the space behind her, she drove toward the Parkers' townhouse.
 Because it was now late afternoon, Felicia knew that Peter would not yet be home, but had no idea if Mary Jane would be back from whatever modeling work she might've been doing. She was glad they were the only ones there now, since Peter's Aunt May had passed away the year before. As she turned onto their street, she could see that their driveway was empty; this was going to make the whole thing work so much easier. She backed into their driveway, then used her powers to make her way up the back side of the house to the window she knew from past experience would be open in the Parkers' bedroom.
 She went over to Mary Jane's closet, and after opening it, used her red ring to change every single piece of clothing and every pair of shoes and boots within. Among all the costumes and costume parts that were now in this closet, one in particular was very intricate in its detail, thanks to all the information that Felicia had attained at the library. Some of the non-costume clothes still looked the same as before, since MJ was going to still be working at the modeling studios, and would need to attract no undo attention, but all now were sized a good bit differently.
 She then opened up Peter's closet, and just as she was about to change everything there, also, she had second thoughts. Since it was going to be arranged that Peter Parker would meet an untimely end, not a single piece of his attire and costumes needed to stay. However, she decided that changing everything in the presence of the newly made female would be better than doing so in advance. As an afterthought, she then decided to open up MJ's dresser drawers, and again altered all of the contents. Once finished, she went downstairs to the front door and unlocked it from the inside.
 The clowder was brought in from her truck, and let out of their cages in the living room once they were all inside. Her red ruby was put to use in shrinking all the cages to matchbox size, and then they were placed on a shelf in the closet. Then, as an experiment, Felicia used her green ruby to see if the cats could be put under her spell. The Siamese pair, which had been one of the most active of the group upon release, stayed in place on their haunches after she willed them to do so. With this discovery duly noted, she went to each cat and kitten and made them lay down for the time being.
 Then Felicia went outside again to move her SUV a block down the road to another alley with a restricted view. As soon as it was a Mustang again, she parked it just around the corner from the Parkers' place. She didn't want to make it obvious that she was there, because in at least MJ's case, surprise was off the essence.
 After she got back inside, Felicia used her red ring to change from her blue outfit back into her costume, and started wishing she'd had that capability from when she'd first donned the tight fitting black and white costume. On a whim, she added some heels under the boots of this conjured up costume, and upon looking down, decided they looked too good to remove. She also made her black domino mask look just a bit more evil looking than it had in the past, and thought her Mistress would approve, since it resembled the cat mask that Catgirl would soon be wearing very much. However, she doubted it would be different enough to alarm Peter, and MJ would never have enough time to become alarmed.
 Black Cat had all fourteen of her little furry friends squeeze into the same coat closet into which she'd put away their cages, and was pretty much unused during that time of the year; it would therefore most likely remain unopened when MJ got home. Then Felicia curled up with the most recent issue of Time Magazine in the big red chair opposite the TV in their living room, which she'd grown to enjoy so much back when she and Spider were a thing and he was not yet married to MJ. She grinned when she saw the small story about what she and her Mistress were doing, or more accurately, what the story's authors thought they were doing. Catwoman seemed to be getting all the credit, with no mention at all that she could see of her own involvement. She didn't get to finish, though, because just then she heard MJ's dark blue Camaro pulling into the driveway. She quickly put the Time back on the magazine stack, then went upstairs to hide in the bathroom.
 Mary Jane Watson-Parker had been doing a fall season fashion shoot that afternoon, and was most definitely not wearing any of those heavier clothes as she came back to her house. She was wearing a midriff baring short sleeved orange top which held her bounteous breasts very nicely, then stopped just below them, along with a pair of khaki Docker shorts. Her feet were in very comfortable tan sneakers, and her sunglasses were propped up into the hair over her forehead as soon as she got inside the front door. Her long red hair had been specially styled for the photo shoot, and instead of falling straight down her sides and back like usual, it was all off to one side, half down her left chest and half down her back. She couldn't wait to get it back to normal; she thought it looked pretty sloppy, herself, and she knew her husband liked it flowing down over both her breasts and back, also.
 As soon as MJ had sorted through her mail, she headed up the stairs to go fix her hair in her bathroom. As she got into her bedroom, she noticed the closed door to the bathroom, and couldn't recall shutting that door when she'd left it earlier in the morning. Unfortunately for her, MJ gave it no more thought, and upon opening said door, was surprised to see Black Cat leaning back against the sink top.
 "Hi, MJ! How's life? Hope you've enjoyed it, because your present life just came to an end." Before the astonished model could make any reply, Felicia raised her left hand and held the green ruby before her eyes. MJ's eyes went wide, then a dull look formed on her face as she fell under the influence of the ring, in its spell.
 "You are no longer the wife of a man named Peter Parker, Mary Jane, but you do still remember him as Spider-Man. You are now a single woman with completely insatiable sexual needs. You're a narcissist, but even so, must try to sate your desires with the prick of any man you can find. You will find that the tender ministries of another female can fill your needs even more, which means that you are now a bisexual nymphomaniac. You are still a model, and will draw even more attention than before. This is only for while you are not involved with your primary lifestyle, however; from this point on, you have the nefarious mind of an incredibly skilled evil villainess known to the world at large as Catgirl. You are a kitten to your Mistress, Catwoman, and you do your dirty work alongside your partner, me, Black Cat."
 Felicia lowered her left hand. The blank look left MJ's face, to be replaced by a wicked sneer. "Now then, who are you?"
 "I am a nymphomaniac, bisexual whore named Mary Jane Watson. I'm a fashion model who will use modeling as a cover for my life as the villainess called Catgirl."
 "And who do you serve?"
 "I serve at the side of my fellow kitten Black Cat to please my Mistress, Catwoman," she practically purred with an evil tone.
 "Very good, Mary Jane. Now, using my other ring, I'm going to fix you up so that you will look your part even more." Black Cat held up her right hand, and the red aura developed around the already more than beautiful redhead. When that glow faded, Mary Jane's hair was back in the style that she'd gone to the bathroom in the first place to fix; in becoming changed, she'd actually become more normal in that case.
 However, whereas before MJ had sported ever so slightly more than normal boobs for her body size, she now was carrying a pair that would have done an exotic dancer proud. Still, as large as they now appeared, she looked quite balanced with them, with perfectly proportioned hips and waist to balance their size. In effect, MJ had just become an idealized female form; her new proportions were such that very few of the people she'd worked with in modeling before would notice anything more than the fact that Mary Jane had done just what many other young models had done - get breast augmentation.
 More than that had been altered, however. MJ now felt very physically all the needs that her mind had accepted as her new identity. She also had an incredibly enhanced agility and increased muscle tone and power. Catgirl would be equal to her partner in combat, but skilled in the use of tools and weapons since she had no superhuman powers. And as if the work of the green ruby had not been enough, her mind was now enhanced and fully aware of the evil role she now had.
 "Now then, Mary Jane, Spider-Man is going to be arriving at this house sometime soon. I am going to trap him here and turn him into another kitten to serve our Mistress. I'm going to need your help as Catgirl. As soon as I have him hanging from the ceiling, I want you to come out wearing your costume. You will find more than a dozen cats and kittens already milling about below him - these are now your household pets! - and upon your entry, they will all come running to you. As soon as you've introduced yourself, with one of the kittens cradled in your arms, I'm going to alter Spider-Man into a woman with the killer bite and sting of a black widow on top of all the spider powers he already had, and the mind of devoted kitten of Catwoman's. Just wait until you see the costume I've come up with for her!"
 MJ grinned wickedly, then turned to go into her bedroom to change as Black Cat left to go downstairs. But first, she figured she had a bit of time, and so went to her bed and put her fingers to use in satisfying some of that deep craving she felt. She fondled her now huge tits, tweaking her nipples, which made her very hot and juicy. While her left hand continued to play with both of her mounds alternately, her right went to her crotch; the claw-like fingernails she now sported made quick work of pinching her engorged clit, which brought MJ to a crashing but seemingly still inadequate orgasm.
 Thus at least partly quenched, she sat at her makeup table and turned the bright model face she'd started with into that of an incredibly evil looking vixen. This done, she rose and went over to her closet, where she found all the changes that Black Cat had accomplished earlier. To her, though, there were no changes; what she found was her accustomed wardrobe with all her now very sexy clothes, and also her costume collection. It was all accustomed to her because of the way in which Felicia had unknowingly transferred her own knowledge of them to MJ during the mental reprogramming she did. Catgirl ignored all the super sexy underwear in her drawers, and got to work getting into costume.
 * * * * *
 As soon as Black Cat left her new teammate to go back downstairs, she opened up the closet door to release the cats. She instructed all of them to stay around the red chair, doing pretty much as they pleased, but to scamper toward Catgirl when she appeared; the calico kitten was told to jump up into the waiting arms of Catgirl. She then curled up in the red seat once again, this time with the black cat resting in her lap, practically disappearing against her black spandex. The white cat wound itself around Felicia's right boot, also doing a near disappearing act. Now all she could do was hope that Spider came home in costume, and not as Peter in civvies.
 While she was waiting, Black Cat heard the muted scream come from upstairs, and grinned wickedly as she thought of the deep sexual needs that MJ was feeling but for which she would never find satisfaction. Then she thought of the soon to be Patsy, and the totally new to her sensations and needs. Catwoman had taught her well. Black Cat was a very good apprentice, and for that matter, seemed to be outdoing even her Mistress.
 The issue of Time had to be placed back in the magazine pile again before Felicia could finish reading that article; the object of her waiting came swinging to the hidden side window of the townhouse, fully decked out in his red and blue costume with black webs all over it. Spidey's eyes went wide under the white eye spots of his mask when he caught sight of Black Cat lounging in his living room chair; as if that wasn't enough, she was surrounded by a horde of cats and kittens! He shot a web line up to the ceiling over her head, and while hanging upside down in front of her said, "Felicia! What brings you here?!"
 "Hello, Spider! I just decided to drop in and see what's new with you and MJ. It's been a while."
 "But what's with all these kitties?!" Spider-Man asked as he reached out to pull a small brown kitten from the back of the seat and hand it to Felicia, who he now noticed had her namesake on her lap and a white cat at her feet.
 "They're our pets; don't you recognize them?" came a voice which Spidey recognized but sounded slightly different, from behind him.
 Spider-Man watched as every single cat, including the two on Felicia, went scurrying in the direction of that voice. Then he swiveled on his web line, expecting to see his wife. "MJ?!" he gasped.
 "Yes, but while I'm dressed like this, Spider-Man, I'm known as Catgirl," she said as a calico kitten leapt up into her waiting arms, which then cradled it.
 If wide eyes and a gasping mouth could have been seen under Spidey's mask, the apparent shock of seeing what looked like his wife would have been obvious. She was dressed in a practically transparent sleeveless sheer black leotard with glossy black panels covering just the aureolas of her seemingly monstrous breasts and the small tuft in her crotch, shiny black gloves with sharp claws going all the way to her upper arms, and thigh high black boots over black fishnet hose covering her legs. Those boots had stiletto heels the likes of which Spidey had never seen, and the only non-black she was wearing was a wide red belt around her upper hips, well below her tiny waist. Up top there was a black domino mask which covered her eyes and swept up and back to points above her ears. The black of the mask was set off perfectly against her fiery red hair.
 Every one of the cats, save the small calico, was milling about those incredibly high heeled boots.
 As he hung suspended in disbelief, Peter was shocked to feel his web line change into something almost solid, anchoring his feet. He'd been concentrating on the appearance of Catgirl just as Black Cat had anticipated; he never saw the red glow enveloping the web line securing him to the ceiling.
 "Yes, Spider, your wife is now Catgirl. I guess you haven't heard yet; I'm no longer on the side of the angels," Black Cat told him. "Ever since Catwoman came into our universe three days ago, I've been at her side as we've started to take over. I know now that you've encountered Catwoman as a semi-heroine before in some of your cross-universe adventures, but after she was brought here to our universe, she took on her new evil persona. So far, most of Generation-X have been turned into Kitten-X with the unwanted members eliminated, three of the Fantastic Four have become the Fantastic Cats, and after eliminating a few of the Avengers, we turned four of them into more kittens." (Felicia was unaware of the fact that Selina never got to Justice, and the conversion of Iron Man didn't work out as planned).
 Then Felicia raised her left hand to point the green ruby directly into Spidey's eyes. From her own experience over the years, she knew that the white ovals he looked through would also allow the mystical energy of the enthralling ring to do its thing. "MJ is no longer your wife, Spider. She is now at my side in serving Catwoman, and the main reason she's no longer your wife is that in moments, you will no longer have any claim to a sex which could call itself a husband. Your name is not Peter any more, but I do want you to hang on to all the memories of your past; your male background may come in handy at some point, along with all the experience you've gained as Spider-Man.
 "You are now Peter's cousin Patsy Parker, the bisexual house mate of Mary Jane Watson. Like MJ, you are a narcissistic nymphomaniac who will never be able to satisfy your sexual cravings. You both will make an interesting couple on the streets selling yourselves. Unless you decide to join your house mate in her modeling, or possibly some other jobs which put your fantastic body to good use, this street income will be your only livelihood.
 "In just a few moments, I'm going to alter your body to fit the description I'm giving you. You see, you can forget about being the hero called Spider-Man. You are now the unimaginably evil villainess called Arachnacat, and you serve your Mistress Catwoman under her two cohorts, Black Cat and Catgirl. You will still have all your regular spider powers, but in addition, you will have a retractable pair of agile and very useful spider legs on each side of your back which will only be seen when you wish them to appear. Also, you will have a deadly bite which will contain a venom the likes of which has never before been seen, and your web shooters will have the ability to project this venom as a sting."
 The green ruby was lowered from the hanging Spidey's eyes, then Felicia raised her right hand. A glowing red orb formed around his shape, and when after a few seconds it dissipated, that shape had been altered considerably. It's a good thing that the material the spider costume had been made from was capable of stretching, and for that matter, contracting to a huge degree. Within that suspended red and blue spider costume was now an obviously *very* female figure, moderately smaller in stature than before. But not all of her was small.
 Whereas MJ's new chest would have done an exotic dancer proud, Patsy's breasts would make most strippers die from envy, appearing to be almost the size of volleyballs. The perfectly shaped and proportioned legs and thighs she had made her minuscule waist look even smaller than it was, and made her chest look all that more incredible. Easily visible in the material stretched over these huge melons were her two aureolas and very stiff fingertip-sized nipples. Also, the back of her cowl was bulging enough to make it obvious that there was a long mane piled up inside it. The long and svelte fingers within her gloves had obviously long nails on them, looking almost like claws within her fingertips.
 Felicia used the red ruby one more time, and turned the clamping line around her feet back into a web line. The almost impossibly good looking body lowered itself, and with a motion her watchers could only marvel at, twisted to a standing position just in time to stand before Black Cat.
 "Now tell me, who are you?" Black Cat asked.
 "My name is Patsy Parker, but I'm known more often as Arachnacat. I use all my spider powers and my spider bite and sting to make as much trouble as possible. I use my incredible body as Patsy, too, since I'm a nymphomaniac; my sexual needs are too strong to ever be satisfied, and I have to sell myself to try and alleviate these needs. I'm also bisexual, and my house mate MJ and I get off on each other a lot."
 "Very good, Patsy. Tell me now, who do you serve?"
 "I serve no one but my Mistress, Catwoman. I do take orders from my fellow kittens, Catgirl and you, Black Cat, but it is Catwoman that I will follow above and beyond anyone else."
 "Very well, Patsy, I'm glad to hear that you will follow the instructions that Catgirl and I give you; your loyalty to Catwoman is the most important one. Now, don't you think that costume is just a bit inappropriate?"
 "I look like some damned Spider-Girl in this thing! I want something to wear which will make anyone seeing me know how evil I am, and at the same time, show off my incredible assets. But where am I going to find anything like that?"
 Catgirl grabbed the little calico by the nape of its neck and set it on the floor, then said, "I do believe that since there are no longer any males residing in this house, the collection of clothes in the bedroom upstairs is pretty useless. I'm sure that the red ruby on Black Cat's hand can change that for us."
 "Indeed it can, Catgirl. I want you to be surprised by what we do, though, so how about you play with your cats for a while? Patsy and I are going to go up and get her outfitted."
 Catgirl grinned impishly, then laid down on the floor to tussle with her playthings as the apparent Spider-Girl followed Black Cat up the stairs.
 Black Cat and Arachnacat stood in the entryway to what was now *her* bedroom. "Before we do anything to adapt your old male wardrobe to fit your new body and persona, how about taking off that Spider-Man costume, Patsy?"
 "My pleasure, Felicia. This heroic look is revolting. But it may come in handy someday, just as you said my male memories could prove useful. Let's hang on to it and a few of it's mates, with but one alteration, but change everything else. I can't wait to get into something which will show just how malevolent I truly am. For that one alteration, can you make these plain looking boots I'm wearing look more feminine?"
 "Sure, Patsy; go into your closet and get however many of those Spider-man costumes you want to save, then come back out."
 A few moments later, Patsy came back out holding three hangers in her left hand.
 "Okay, Patsy, get ready to stand a lot higher!" Felicia said with a wicked grin on her face. She lifted her red ruby and let loose. A now familiar crimson aura formed around the incredibly shaped Spider-Girl, as Patsy had put it, and after a brief moment, it faded away to reveal her standing in a much more statuesque pose. Her long, lean and elegantly shaped feminine legs now had shiny red vinyl boots on them that came halfway up her thighs, and had killer stiletto heels under them which increased Patsy's height by six inches. The costumes she was holding now had the same boots accompanying them.
 "Ooooo, wicked!" Patsy said in looking down her right side to see what was making her almost stand on her toes. "But this is still the outfit belonging to a hero; I'm getting out of it now so that I can start wearing something a lot more appropriate." She laid the three costumes on the bed, then started to disrobe by unzipping her new boots.
 For obvious reasons, Felicia had never before watched as the person she'd known as Spider took off his costume. Now, however, she was very attentive as the female she'd created performed an impromptu strip show. While she knew about what to expect, Felicia was still surprised as Patsy pulled the cowl off her head and shook free her long black hair. How any woman could make this a sexually exciting act was beyond anything Felicia would have expected, especially from a female who until mere minutes before had been a very virile male. She started to wonder just what kind of capabilities the red ring really had in altering the very makeup’s of those it was changing.
 Since there was obviously no bra between Patsy's tremendous tits and the material of the spider costume, as she pulled it down those two melons flopped free. Flopped is the wrong word, though. They were incredibly pert and tight, with no sign of sag. A better description would be that they sprang free. For if they'd looked big in the costume, those monstrous mammaries seemed even larger and more full in the open.
 As the costume was lowered past Patsy's new crotch, Felicia lost it. The thin black bush and pouting labial lips surrounding Patsy's new slit awakened a long-hidden need within Felicia herself, that which had caused her to blush so deeply back in the library. How the authors of the piece on her in that website had known that she was involved in a hot affair with Elektra many years before the assassin died was beyond her, but the yearnings from all those years before suddenly came shooting to the surface. Before she knew what was happening, Patsy found Black Cat bounding to her feet and clasping the new woman in a tit crunching hug. With the remaining bits of her costume still down around her legs, Patsy found herself incapable of moving out of Felicia's grasp.
 But move *out* of her grasp, you might wonder?
 Patsy twisted her body somewhat to alter the angles at which she and Felicia were entangling, and squeezed even harder, then put her lips squarely on the white haired beauty's. Years of experience in kissing as a male gave her all the info she needed to bring forth her partner's tongue. They played a sort of anatomical sword fight, then alternated with each other in gently biting each other's tongues. By this time, the even more agile than before body of the spider powered villainess had the remainders of her old costume kicked aside.
 "I feel like I'm at a disadvantage here, Felicia," Patsy cooed as she got her mouth free of her now very different friend. "I'm totally open and naked, while you're all covered up!"
 Black Cat needed no further prodding. She didn't bother with a strip show of any kind; her costume was shucked in damn near record time as soon as she had pulled off her boots and gloves, slowed ever so much as the rings had to taken off. Then, as excited and eager as Felicia was, she suddenly felt inadequate. Compared to the body with which she'd equipped her new teammate, hers just looked so unexciting. But just as Felicia was starting to wallow in her breast inadequacy, Patsy pushed her over onto the bed and started nibbling on her nipples. All negative thoughts left her mind; an incredibly sensuous and seemingly sensitive voluptuous female was bringing back her suppressed desires, and already starting to satisfy them. Had Felicia's own innermost haunting desires led her to the sexual makeup’s she'd given to first MJ, and now Patsy?
 The girls alternated at working on each other's tits, with one nipple being chewed on while the other was kneaded and pinched by one hand. The other hand was always down in the hot and *very* moist nether reaches of each other. In no time hands were no longer needed, as Patsy reversed her position on top of Felicia and two tongues started savoring the hot vaginal juices of eager cunts. Felicia was not surprised in the least to find that Patsy's cunt seemed completely virginal; while Patsy was able to play with and easily arouse her clit, Felicia had great difficulty in getting past Patsy's hymen. So, while Patsy easily brought Felicia to a number of fast and ferocious orgasms, the new woman herself proved to be a harder case. Between gentle strokings of Patsy's inner thighs, careful licking and fingering inside her still tight twat, and raucous sucking and toothing of her monstrous tits, Felicia did manage to bring her to the first orgasms of the rest of her new life.
 Luckily, neither woman was a screamer. So aside from the amount of time they *lost* in enjoying themselves, neither felt in any way that they'd cheated the new villainess waiting downstairs for them. Since showers or baths were out of the question, both made use of plenty of toilet paper in drying their crotches.
 Felicia put her costume back on almost as quickly as she'd taken it off; however, before doing so, she did an experiment. Since Patsy was similarly sized other than her tremendous tits, Felicia had her put on the black spandex unitard. The white trim along the deep 'V' of the costume was really pushed out by those monsters, and right then and there Felicia dropped any thoughts she'd had of using her red ring to make her own breasts any larger. She realized that her own assets were hardly inadequate, and just seemed that way when in close comparison to the almost impossibly large tits she'd given her newest teammate.
 "No offense, but I don't want anything that covers me as much as your costume does, Felicia," Patsy told her as soon as Black Cat was back in full costume, including her rings.
 "I have no intention of trying to cover up your awesome body, Patsy. I'm going to give you some of the most revealing and/or tight fitting clothes ever seen on a woman for your street life, and just wait until you see what I've been planning for your Arachnacat costume. Let's get to work, now that we've had so much fun."
 "Oooooo, I can't wait," Patsy cooed in such a sexy voice that it seemed to belong to a whore; but then, what more could be expected from the lips of the insatiable whore that she now was?
 Felicia blushed, but Patsy just giggled. What kind of sexual monster had she created, Black Cat started to wonder. Then she remembered the sexual bomb she'd created in the taxicab earlier; the havoc she could create would make Patsy look tame. However, it was a very evil looking grin which replied to these thoughts; the corruption of Black Cat had already progressed to the point that mercy and second thoughts became anathema to her. In fact, she was looking forward to putting her borrowed rings to even more uses, the sooner the better.
 So as they both went back to the still open closet, the thoughts of Felicia Hardy became even more vile than any she'd had since putting on the rings for the first time. Patsy wants revealing clothes, does she?
 "Patsy, it's a good thing you grabbed a few of those Spider-Man costumes you wanted to save. I'm going to hit the closet with one big massive change. How about going back in first, though, and getting one more costume that I can alter and add to MJ's costume collection. While you're getting that, I'll go over to your dresser and change all your underwear for you."
 As soon as Patsy went into the closet, Felicia got to work. All the undershorts became panties consisting of very little material, some being no more than G-strings; t-shirts became bras, but not very many, since Patsy would rarely be wearing any bras. Remaining t-shirts turned into spandex and ribbed tube tops. Socks became various shades of sheer hose, including some crotchless pantyhose and fishnet tights, with nary a crotched set of anything other than a few panties to be seen. Patsy now had a full set of underwear that made the one set up by Felicia for MJ earlier look tame.
 Felicia looked up when she was finished, and saw Patsy coming out of the closet with one hanger in hand, holding the familiar blue and red costume, still with the original boots. She had Patsy hold that hanger from her outstretched right arm, and then hit just the costume with the red ring. Its cowl became modified to allow hair to stream out the bottom of its back, its gloves were changed to opera length, and while getting the same heels that Patsy's versions got, the boots remained at knee height. Felicia took it from Patsy's hand, then walked into MJ's closet to add it to the costume collection she'd made earlier.
 She then moved over to Patsy's closet doorway, and turned her red ruby loose. When the red glow faded, there wasn't a single item of male clothing in sight. Instead, the hangers now held dresses and skirts with hems just below crotch level, bib sets, unbelievably minimal shorts that made hot pants look cool, a large number of both clingy and near-transparent blouses, lycra spandex tops and leotards, and more than a few body stockings.
 Where the Spider-Man costumes had originally resided were now the barely there pieces of the Arachnacat costumes. Everything was a glossy jet black, and composed entirely of PVC or latex. Black Cat stepped into this new closet full of goodies, and selected one of the new villainess' even newer costumes.
 Patsy passed her as she was coming out, ready to place the modified Spider-Man costumes back in their hiding places. She whistled lowly when she noted all the incredibly sexy clothes that were now hers. The ex-male still on hand in her mind readily appreciated how much those new clothes would entice males. She put an evil grin of her own on those luscious new lips as she looked forward to her new life. While Felicia had thought that she was imposing a debilitating sexual orientation and set of unquenchable needs on her, Patsy viewed it entirely differently; she looked upon her new life as a challenge, to see just how much sex she could engage in during the shortest possible time limits. On top of that, the evil almost beyond measure makeup of her mind had her already thinking of ways to corrupt men and even a few women with her wanton ways.
 When she came back out, Patsy saw Felicia holding up what looked like a few strands of shiny black material, possibly latex, along with a pair of shoulder length gloves and a pair of thigh high boots, both ultra glossy and looking like PVC to her. Felicia offered her a set of panties, and Patsy confirmed that they were latex. The sensations she felt as she pulled these on over her just recently excited cunt sent more waves of sexual bliss through Patsy's body, and she realized that her costume was intended to keep her in a state of constant sexual arousal. But whereas Felicia had figured that this would humiliate Patsy, she was surprised to see a wicked grin forming on the new girl's lips.
 Next Black Cat handed her the thigh high boots. These were made of a very stretchy material, but apparently not PVC or latex. Patsy sat down on the edge of her bed and pulled them on, finding in the process that they clung very tightly to her legs, shaping them even more than their already almost perfect form. The boots had two-inch platforms and seven-inch heels, and Patsy really towered over Felicia when she had them both on and stood next to her. Felicia handed her four black latex strips, which Patsy stepped through and pulled up to her thighs above the boot tops, two per side.
 "Before you put on your top, Patsy," Black Cat asked, "how about showing me those spider legs you have embedded in your back?"
 Patsy hadn't even thought about them, but at the suggestion, both pairs sprang into view. She flexed them and waved them about, feeling the inherent strength in each one. Unexpectedly, Black Cat found herself suddenly drawn into another embrace with her new creation. The spider legs had extended all the way to her, with the tips grabbing her tightly and then drawing her close, with Patsy's arms hanging at her sides. Without warning, Patsy suddenly released Felicia and spread her legs wide; she grabbed her huge tits with her spread hands, reacting to the feelings generated in each both from the contact with Felicia and as her chest and back muscles worked those legs. Then, almost as shockingly, the legs vanished into the hidden pockets on Patsy's back, moving with a speed that surprised both girls.
 Felicia was still gasping when Patsy said, in a low, sexy and evil sounding voice, "Thank you for these incredible appendages. They are going to become *very* useful. And by the way, I am not Patsy now...I am the feminine feline fright known as Arachnacat."
 Now sneering herself, Black Cat handed her new accomplice the top which matched her panties. With a dexterity she didn't know she had, the new villainess placed the cups of the minimal bra over her huge tits, covering very little more than her aureolas and nipples, then hooked it behind her back, just below the opening for her stowed legs. Then she pulled on the gloves, which stretched as well as latex without any of the hassles of the usual powdering beforehand. Web shooters were built into the wrists of these gloves, along with the tiny barrels of her widow's sting which mated with the small openings in her wrists.
 It was when she noticed these that Arachnacat remembered her widow's bite; she walked over to her mirror with an incredibly sexy sway of her hips, and with an ease that made her forget that she was now wearing such high heels. There she saw the tiny injectors on her incisors. She was smiling broadly when she turned away from the mirror to see Black Cat holding the last part of her costume. It was a black domino mask, which after being placed over her eyes and secured via the elastic strip behind her head, gave Arachnacat just the evil look she was requesting.
 "I'm now ready to join with Catgirl at your side, Black Cat. I know it's getting late and we should be getting out onto the streets for some fun and action, but I think we should go show the new me to Catgirl and then get back to Catwoman; I want to meet my Mistress and show her what I can do for her!"
 "You're perfect, Arachnacat! Mistress will be very pleased to see you and take advantage of your unique abilities. Let's get downstairs!"
 While it seemed to both girls that they'd taken much longer than anticipated upstairs, they were both surprised to see Catgirl gleefully playing with her pets when they entered the living room. It took a moment to get the human kitten's attention, and she gasped when she saw the minimally black clad voluptuous female with Black Cat. "My, my, you do look incredible," Catgirl said as she rose from the floor to stand before them. "Black Cat, did you know that the material of my costume is impervious to cat claws and other sharp objects? Sorry I didn't come up to see if you needed any help after I noticed you'd both been gone for way too long, but my little friends and I have been having so much fun. Mmmmeeeeoooowwwwwwwwwrrrrr!!"
 "Yes, Catgirl, I knew precisely what I was doing when I made your costume. And if the enchantment I put into it is working properly, with all the time you've had rolling with your little friends, you should now be getting even more and more catty. From that purr you just made, I'm presuming that you're now more than ready to go meet Mistress. However, I have a little surprise I want to show her. You're going to make your first appearance before Catwoman not as Catgirl, but another old friend of hers. Let's go upstairs and get a different costume from your closet."
 "Okay, that sounds like a purrrrrrrfectly good idea. And if we're going up there, I have one improvement I'd like to make to Arachnacat."
 "Improvement?" asked a puzzled Arachnacat.
 "As beautiful as you are, luv, you could look so much more purrrrrfect and even more evil with proper makeup. Let me turn you into the vixen you want to be, and then you will just plain radiate wickedness. Mmmmeeeeooooowwwwwwwwwrrrrrrr!"
 Black Cat and Arachnacat turned to face each other, and eyebrows hidden behind masks lifted as realization hit. Neither of them had thought about enhancing the face of the new villainess. And since Catgirl was obviously an expert at using makeup, they were in good hands. They, meaning that Black Cat was going to let Catgirl do a make over on her, too. "That's a deal, Catgirl, as long as you'll give me the wicked face I want, also," Felicia said. "And you do sound like you're well on the road to kittenhood."
 Catgirl used her own newly discovered abilities to communicate with her furry little friends and told them to stay put in the living room while she went upstairs. Her guttural purrs were answered by a multitude of purring replies. She then joined her teammates in climbing the stairs on the way to yet more changes. The one she herself was about to undergo would surprise her to no end.
 Catgirl took off her mask to give herself a slightly better field of view, then gave the obvious order. "Well, ladies, if you want your maleficent makeovers, get those masks off! Meowwwwrr, it's a lot easier for me to work on open skin than around the edges of your masks."
 Black Cat and Arachnacat did as they were told, and both acknowledged that their teammate was showing both her abilities and her newly acquired skills in ordering around...underlings? Was Catgirl already setting herself up for loftier goals?
 Felicia went first, and when the makeup expert was finished a short time later, she wore the wicked face of a demoness. This fit the emerging she devil that Black Cat was becoming perfectly. When that slightly more wicked looking mask that she'd come up with earlier was replaced over her eyes, she looked so much more perverse than before that she couldn't believe she hadn't thought of a make over herself.
 Arachnacat, on the other hand, was practically a blank slate upon which Catgirl could work her magic. With her face already both beautiful and vicious looking at the same time, the spider cat soon had a visage that was so demonic that it made Black Cat look like an angel. Combined with all the black she was wearing and the black mask which was then replaced over her eyes, the heavy goth makeup that she wore completed the picture of depravity that had been slightly off before.
 Arachnacat and Black Cat stood side by side in front of the mirror, and stared in wonder at the work their teammate had just accomplished. Both knew that Mistress was going to be even more pleased now.
 "Thank you very much, Catgirl," Black Cat said. "I can feel the darkening of my inner self thanks to your fantastic work. Now then, *MJ*, wash off your own makeup, and get out of that costume!"
 Fascinated by the tone of Felicia's voice, and also the use of her non-costumed name, *MJ* sat at the sink and removed all evidence of the vixen she'd become from her beautiful face. She then pulled off her costume piece by piece, losing part of her Catgirl identity in the process. While she still knew who she was, she also knew that with all the costumes she'd seen in her closet that she was practically a living mannequin, ready to take on whatever identity her teammates or Mistress desired.
 Black Cat went into that closet and came back out holding a shiny black spandex costume with a yellow bat on it, yellow gloves and boots, and a blue cowl and cape. Both MJ and Arachnacat looked at this costume with puzzled eyes, but the redhead knew what was intended, and proceeded to pull on the black unitard and then zip it up the back. She noted that the big yellow bat design appeared to be centered on her chest, so she moved it around a bit until it was situated perfectly over her unfettered huge mounds. There were yellow gloves with bat scalloping along their outer edges, but she decided to pull on the similar yellow boots first. These had bat shapes at their tops, and had nice heels a bit lower than those on her Catgirl costume; they were made of some stretch material that molded to and shaped her calves very nicely. She slipped a wide yellow belt with what looked like many small canisters around its periphery onto her upper hips, well below her waist.
 MJ pulled on the yellow gloves finally, then picked up the blue cowl and mask combination with an attached blue cape that dropped to her mid-calves. There were large almost bat-like ears atop the cowl, and the bottom of the cape had yet more bat scalloping. There was a slot at the back of the cowl, through which MJ threaded her long red hair. "Meoooowwwwrrrrr! Neat costume, even if it doesn't look as evil as it should," she said as she joined her teammates in front of the vertical mirror. "Now, just exactly who am I?"
 MJ did not get a straight answer. Instead, she found a green ruby directly in front of her eyes. "Put your identity of Mary Jane Watson and Catgirl into the back of your mind for retrieval later, hidden away as if they don't exist. However, retain all the skills and physical attributes you've gained. Your name is now Barbara Gordon, and you are the heroine known as Batgirl. You have all of her skills added to your own now, with the knowledge to use all her crime fighting weapons and particular combat moves. You took the idea for your identity from the hero called Batman, and like him, you have all kinds of special tools and weapons stowed in your utility belt. You fight evil any way you can, and in particular, you are the primary nemesis of the villainess known as Catwoman."
 Batgirl shook her head briefly, with her long red hair flying about over her blue cape, as the incredibly evil person she'd become suddenly found herself as a valorous heroine. Then she took one look at the pair of extremely evil looking women to her sides, and crouched, getting ready to spring and flee.
 "Grab that do-gooder bitch, Arachnacat! We need to bring her to Catwoman. Mistress has big plans for this little tramp!"
 Arachnacat followed her instructions to the letter, even though she was more than puzzled at the chain of events. Wasn't this her house mate, and also her teammate, Catgirl? Just what was Black Cat up to? She used her spider legs to grab the writhing black and yellow clad apparent heroine, and held her tightly.
 By now, of course, it was getting dark outside. "Arachnacat, use a measured dose of your sting to put Batgirl to sleep. I'm going to go to the airport and get our plane. I should be back here in about two hours. Bide your time; we'll be back with Mistress in no time, and then the fun will start for Batgirl."
 "As you wish, Black Cat. I don't know what you're up to, but it sure seems like we're getting into a strange scenario."
 "Don't you know it, Arachnacat! Just you wait, it's going to be a real blast!" With that, Felicia raced down the stairs and around the block to her Mustang, finding out just how different it felt to do so in high heels for the first time. Since it was becoming dark, she stayed in costume. At that time of evening traffic was much lighter, and she made better time getting to the airport than she'd hoped.
 As she got out of her car in the now fully darkened evening, Felicia once again became Natasha Romanov, this time dressed in an overcoat over Felicia's own costume, with her slinky black legs and white boots looking like snazzy footwear and leggings that Black Widow would wear. The apparent Avenger went directly to her faux Cessna Citation, and called clearance delivery for departure. No one on hand wanted to question the Avenger for her travel plans and intended route of travel, and so merely gave her a clearance to takeoff and get out of their airspace.
 Behind her false face, Felicia grinned in a manner that made Black Widow look like a nasty bitch. Just the look that Felicia hoped that she could get onto the beautiful Russian's face very soon as another kitten serving her Mistress.
 As soon as she was out of the JFK terminal approach area, Felicia used her red ruby to first become herself once again, then to turn the Citation back into the Catjet. She was going to need its vertical landing and takeoff capability, and in the dark, it wouldn't matter much if it was flown as an Avengers Quinjet or the larger and more appropriate Catjet. She then set course directly for the street in front of the Parkers' townhouse. She was lucky, and would get there about twenty minutes sooner than predicted.
 * * * * *

Meanwhile, the young woman who knew herself to be Batgirl had heard everything. While Arachnacat was busying herself figuring out just how much venom to use for a short sleep, Batgirl started very deftly going to a specific canister on her utility belt. She was making so little motion while doing so that the villainess that was holding her never noticed anything. She pulled out what looked for all the world like a little hypodermic which was actually a vial of bat antidote, and knew right away that it was just what she needed to counter the venom with which she would soon be injected.
 Just as Batgirl was about to punch the needle of the inoculator into her arm, time ran out. Arachnacat caught sight of the small hypo, and swatted it away from the hapless heroine. She then aimed her left wrist at the open neck of Batgirl, and fired a small measured dose of her venom. The heroine's head slumped immediately, and Arachnacat wondered if she'd used too large a dose. Time would tell. The now slumbering Batgirl was put down, and no longer needed, she retracted her spider legs back into her back's socket.
 As the young heroine fell into a very deep sleep, she was set into the very chair in which she'd worked over her two erstwhile teammates' faces such a short time before. Arachnacat gathered the piled costume that had made her Catgirl until mere moments ago, and figuring that Black Cat must have some use in mind for it because of the instructions she gave MJ, placed it into a small bag. Then, feeling a deep need to relieve a built up sexual tension brought on by the past hour's events, Arachnacat laid down on her bed and pulled off her panties and bra top. She then fondled her tits and played with her pussy, which brought herself rapidly to a crashing orgasm which came close to satisfying her needs, but left her short still. She knew from her time with Black Cat only a short time ago that she was now multi-orgasmic, capable of many more climaxes in twenty minutes than as a male he'd been capable of in as many hours.
 Arachnacat was counting on the two hours that Black Cat had quoted, and therefore was a bit surprised when she heard a more quiet than normal jet doing a vertical landing in the street out in front of the townhouse. She put on her bra and panties in quick order, then waited patiently. A few moments later, Black Cat came bounding up the stairs and through the bedroom doorway. "Are you ready to go, Arachnacat? Is Batgirl still sleeping?"
 "Yes on both counts, Felicia. I don't know if I overdid it with my venom, but she's still sleeping soundly, and showing no sign of ill effects from the venom. That must be some really potent stuff you gave me."
 "You bet it is, Arachnacat. It will take only a small hit to kill a foe, and since you did figure out what to give Batgirl without killing her, you've apparently got a good handle on your new capability. Now, let's get her out into the Catjet. Oh, and let's get her Catgirl costume to bring along, also."
 "Catjet? Is that what I heard landing out front? Way ahead of you on Catgirl's costume, too. Here it is," Arachnacat said as she handed the bag to Black Cat, then picked up the still sleeping, Batgirl. She couldn't wait to see what Black Cat had cooking with this one.
 "Quick thinking, Patsy. Glad you thought to assemble her true costume. And our Catjet out front used to be an Avengers Quinjet. The red ruby on my right hand can really do some awesome changes! Let's get going!"
 Arachnacat had no need of her spider legs to carry the lithe black and yellow clad form of her house mate. Her spider strength gave her the ability to easily carry her in just one arm, which proved useful when she got to the front door and had to lock it behind her as they left. Arachnacat finally got a look at what she'd heard, and hoped that not too many of the neighbors had looked out their windows at the muted jet noise. The cat accouterments made it really stand out, and as she climbed in with her hand held cargo following Black Cat, Arachnacat suddenly felt right at home.
 Felicia took off moments later, and set a straight course for the Cat's Lair. Aside from keeping watch for other planes, the two alert females onboard had no other worries, since the advanced Avengers systems had been retained when the Quinjet was changed into the Catjet; not a radar on the coast would spot the fleeting jet.
 It was only a bit over an hour's flight to the Cat's Lair, and Felicia was getting anxious to get back to her Mistress. She couldn't wait to show off the results of her trip, and would have to bring Selina back to New York City at some point during an evening to try and show her the first fruits of her labors. Felicia imagined that there were probably already a half-dozen or more males who would wake up on the other side of the gender coin come the morning. The female is so much better anyway, she thought, so those ex-guys should be thanking the stars for their luck in finding her sexchange weapon named Charlotte.
 * * * * *
 At about the same time that the Catjet was lifting off from the street in front of the Parker household, there was a S.H.I.E.L.D. hover jet flying at a rapid pace between the S.H.I.E.L.D. Helicarrier and Avengers' Mansion. S.H.I.E.L.D. director Nick Fury was the sole occupant of the small jet which normally carried two; his curiosity had finally gotten to him, and instead of trying to raise the Avengers on the radio, he'd decided to drop in himself to talk with Iron Cougar and Cap about the day's events.
 Nick was particularly interested in what Iron Cougar could tell him about how Catwoman was performing the alterations in all the ex-heroes and heroines they were now holding prisoner as her Kittens on the Helicarrier. He'd been told that Catwoman herself had kept her lips sealed during the flight out to the special prison in the Rockies, and even after being secured in a special cell there had said absolutely nothing. For her to resist all the tried and true methods of making villains sing, he figured that there was something beyond normal human understanding at work with her.
 As Nick brought the hover jet into a holding position over the brightly lit landing pad adjacent to the Avengers' Quinjet hangar, he caught sight of the helicopter off to the side that Cap had said he flew over earlier in the day. He caught himself as he started to chuckle at seeing all the cat paraphernalia with which the basic Bell had been adorned. It hardly looked comical, and if anything, had the serious look of a stalking cat. Nick then started to wonder just how the modifications to the helo had been performed; unless Catwoman had shown up a long time prior to her first noted appearance a few days earlier, there's no way she'd have had time to have those changes added to the helo normally. How then had she changed it?
 That question remained unanswered in the back of Nick's mind as he got out of his little jet after touching down. Ignoring the odd-looking helicopter parked in the far corner of the pad, he turned and headed toward the Quinjet Hangar. He then noticed that the hangar was sealed up, and Nick doubted there would be anybody anywhere near it on the inside. It was only a short walk to the primary entrance in front anyway, so Nick made his way to the paved path and walked with a determined stride toward the front door.
 Nick's arrival at the landing pad had been duly noted by the security systems of the mansion, and while no communications had taken place, it was assumed that the S.H.I.E.L.D. aircraft was nothing more than what it seemed. T'Challa had gone to the security room upon the alert of an approaching aircraft, and watched it land. When the video system showed S.H.I.E.L.D. director Nick Fury getting out of it, Black Panther called out for Jasmine, and after no reply, paged Steve; when there was no answer from their now very female leader, he called Hank Pym to meet him in security.
 Hank told him that the last he'd seen of Steve and Jasmine was when they'd left the dinner table to make an early retirement to their bedrooms. Tanya had been chatting with them all until about thirty minutes earlier, Hank told him, and was either asleep now or otherwise unavailable. What neither of them knew was that all three were now together on the streets outside having some fun patrolling in the new identities they'd just taken on. Hank volunteered to go meet Nick, and saw his wife Jan along the way to the entry hall. "Hi, honey, how about flying upstairs and checking on Steve and Jasmine. Neither has answered calls."
 Jan immediately shrank to a minuscule size and became a non-costumed Wasp, then zipped up the stairwell much faster than a full-sized Jan could have walked. She flitted down the hallway until she got to Steve's bedroom, and found it to be open, dark, and unoccupied. Jasmine's room was likewise, and on a hunch, she flew down to Tanya's room, too. This was the third empty room out of three in which she'd expected to find newly created females sleeping, and started to wonder if there was any connection to the fact that all three were gone. Her recon flight completed, Wasp flew back down to the side of her husband, and grew back into a normally sized woman; she told Hank what she'd found, or more precisely, what she hadn't found, as they both were getting to the door.
 Nick got a surprise when the door was answered. Instead of the Avengers' butler, Jarvis, it was a casually dressed Janet Pym and her husband Hank that opened the door for him. "Good evening, Nick," Jan said in greeting. "Please come in. What brings you here so late at night?"
 As he stepped inside, Nick said, "Hi, Jan, Hank. I came to check with Steve about some things. Where's Jarvis?"
 "Jarvis was with Steve when they both were so radically changed while flying back here in that helicopter earlier today, Nick. I know you've already seen Steve, but you should see Jasmine, which is how Jarvis is known now. She's a real knockout, especially in that maid outfit!"
 "Watch it, Hank!" a glowering Jan said. "Both of them are now females to the Nth degree, but if either of them hears about how you're referring to them, I'm betting there'll be hell to pay. Sorry, Nick. My husband seems to be overreacting a bit; also, neither of them seems to be in at the moment. We last saw them when they left the dinner table a couple of hours ago, and neither Jasmine nor Steve answered the
 call when T'Challa saw you arriving."
 "Oh, I guess I really should have called before coming over. I need to talk to Steve, and possibly that new member of yours, Iron Cougar, about these changes that Catwoman has made in all our friends."
 "Neither of them has said anything to us about that yet, Nick," Hank replied. He then turned to his wife and just mouthed the name Iron Man with his eyebrows raised, and she nodded. "I know you saw Iron Cougar at the Cat's Lair earlier today, but I don't recall hearing anyone telling you that she is yet another of our friends that Catwoman has changed; she was Iron Man, and since I'm aware that you knew Tony Stark was inside that armor, I can tell you that she is now calling herself Tanya Stark."
 "Well, if Steve's not around, can I see Tanya?"
 "Sorry, Nick. I flew upstairs to check on Steve before meeting you, and not only was his room empty, so was Tanya's. Since neither of them is answering pages, I have to presume that they're out of the mansion. What they're doing outside is a good guess as of right now."
 " me a favor, then, would you, and ask Steve to call me tomorrow morning. Hopefully we'll be able to arrange a meeting with all three of us together."
 "Will do, Nick. Presuming, of course, that we see Steve later tonight or tomorrow morning. With what I saw of the way she handled herself at the Cat's Lair, I doubt she could be getting into any trouble she couldn't take care of. With everything that's been going on, though, I wouldn't want to assume anything."
 "You got that right, Hank. Thanks, and good night to you both; see ya later!"
 "Good-bye, Nick. And let us know if anything changes with any of our friends up on the Helicarrier."
 "You got it, Jan! Bye!"
 With that, Nick Fury stepped back out the front door of Avengers Mansion, and started back around to the landing pad, with a pair of hands waving.
 'Damn, I knew I should have called Steve before leaving,' Nick thought as he rounded the corner. 'What a waste of a trip...well, maybe not...'
 Nick's thoughts got a bit brighter as he once again set his eyes on the odd looking Bell with all the cat devices on it. The eager pilot in Nick immediately started wondering just how all those changes would affect its controllability and handling. No sense going back and bothering the few Avengers who seemed to be around; he could just take it up for a short hop to check it out, then get back to his hover jet for the trip back to the Helicarrier. It looked like the trip wouldn't be a total waste, after all.
 After fishing a small flashlight from the kit onboard his hover jet, Nick started a quick walk around the heavily modified helo. The side lit by the pad flood lights was no problem, and as soon as he reached the side in shadow, he turned on his small torch. Nothing at all seemed amiss during this quick inspection, and the oil tank cover was just where it should have been for any of the Huey family. The gauges for both oil and hydraulic fluid showed nominal levels, and once he'd entered the cockpit, which thankfully didn't look anywhere near as different as the exterior, Nick turned on the battery to check the fuel tank levels; they were three quarters full. It looked like a short test hop would be more than possible; it would be downright easy.
 The small torch was placed into the utility packet on Nick's left leg, making it bulge a bit more than usual. Normally only field agents had any use for the packet, and Nick's was empty other than the torch. He strapped himself into the right seat and started flipping the switches after placing the startup checklist on the center dash. It was nearly identical to every version of the Huey that Nick had ever flown, and if it weren't for the wild exterior, he'd have sworn he was in a perfectly normal 214. The RPM came up along with turbine inlet temperature just as they should have, and after idling on the ground for just a minute or two, he came up on the power and lifted the collective to bring her into a low hover. So far, so anomalies, and really smooth handling.
 The motion of the chopper rising was registered on the sensor systems of the mansion, but since they knew Nick was going to be taking off to go back to the Helicarrier, everybody assumed that the motion was from his hover jet. The sound proofing kept them from hearing the distinctive slapping sound that the Bell's rotors were known for, and so Nick's test flight was going totally ignored by the Avengers inside. He gave it more power and started skyward, then lowered the nose a bit to get some forward velocity.
 Nick took the helo up to two thousand feet and leveled off so that he wouldn't need to contact New York radar. He then started a series of handling maneuvers to get a feel for what all the extras on the outside would do to its stability. Hover, sideways and reverse flight all seemed to work as advertised, and only an infinitesimally small shudder could be felt when it was brought up to maximum forward speed. Then Nick activated the autostabilizer to check for hover out of ground effect. He checked his watch at that moment, and noted that he'd been aloft for nine minutes. Better get back before too much more fuel got used. He wasn't worried at all about running out; Nick just wanted to leave the bird about as he'd found it so no questions would be asked.
 No sooner had he turned the nose back toward Avengers Mansion, thankfully with the autostabilizer still engaged, Nick felt his world suddenly go topsy-turvy. All kinds of never before experienced feelings started shooting through his body, as if he was being turned inside out and reassembled before settling down again. In only a few seconds, the whole process seemed to have completed, and a very shaken Nick Fury shook his head.
 When the wild mane of long black hair was seen swirling during this shaking, Nick started to wonder about all the new sensations he was feeling, and looked down. He was seeing with binocular vision for the first time since he'd lost the use of his right eye all those years ago, and both of those eyes went wide when they saw the glimmering black molded to a female shape the likes of which he'd never seen. The dark blue S.H.I.E.L.D. jumpsuit he'd been wearing had been changed to a very close fitting, shiny black outfit, seemingly separated into a top and bottom. Suddenly, all awareness came to Nick Fury, and every bit of information which had been accumulated in his brain over the many years of his life was adjusted to match the very young body *she* now had.
 Niki realized that somehow, whatever had changed Steve and Jasper earlier in the day had just done the same to her.
 Taking her hands off the controls for ever so short a moment, Niki took her black PVC gloved hands and first cupped the incredibly large tits on her chest, feeling just how full and hefty they were, along with how sensitive her nipples were, then ran them down her ever so flat tummy and around to her unbelievably narrow waist. She could only look down to see that her legs were long and lean, but at the same time shaped almost more than perfectly. Her feet on the pedals told her that they were arched at some ungodly high angle, but somehow, were perfectly adept at handling the pedal action.
 Now anxious to get down on the ground and see more fully what had become of her, Niki took the helo out of autostab and dove like a homesick homing pigeon for the landing pad. Just before landing, though, she realized that if any of the Avengers were to see her as she now appeared, way too many questions would be raised that she didn't want to handle just yet. Checking herself out could wait. Instead, she brought the chopper down ever so gently, making hardly enough motion for the Avengers' sensors to note her arrival. It was as she swung her feet out the door that Niki got a look at the heels below her feet for the first time, and saw that they were sharp stilettos at least seven inches long, attached to boots that were laced tightly to her calves and had short pointed toes. Where were her toes in those boots?
 She found out as she started to walk very quickly, with a sexy feminine sway, toward her hover jet. She found herself to be practically walking on the balls of her feet; the only part of her feet going forward into those tiny boot toes was the toes themselves, and just barely. Somehow, though, she found herself to be walking with an almost feline grace in those boots. At this time she also noticed that the bulging utility packet now appeared to be something that actually looked like a small black purse; instead of being a part of the outfit like the packet had been on the jumpsuit, it was attached to a loosely fitted thin black belt which hung on the tops of her hips.
 As she walked, she reached down to open this 'purse'. Sure enough, besides the small torch and all kinds of room for the small S.H.I.E.L.D. weapons and tools that a female agent would use, she saw what looked like a minimal makeup kit. It's mirror gave her the first look at the gorgeous face she now had, but a more full inspection would have to wait until later. After she put that mirror back, Niki pulled the torch out so that her purse wouldn't be cluttered, not even thinking of just how feminine a notion that was.
 It was as she slipped her now sleeker and much smaller body into the hover jet that Niki caught the significance of the descriptive term she'd just applied to her motion - feline grace. She just knew that even though Catwoman was already behind the most secure doors of any prison in America, she'd somehow fallen into one of her traps. This was definitely going to be the first topic of discussion when she got hold of Steve tomorrow morning.
 The Avengers did indeed notice the hover jet taking off, and wondered how and why Nick was making his second takeoff from their pad. A quick scan showed that it was the hover jet, but since it was the director of S.H.I.E.L.D. at the controls, no one thought any questions were necessary. Never could they have been more wrong in that assumption.
 Niki made a bee line for the Helicarrier, and as she got close, called in ahead to alert the night watch crew of her new physique. The incredulous crew found her story way too far out to believe, but after she insisted that they ask her some questions that only the director of S.H.I.E.L.D. could possibly answer correctly, then replied with the correct answers, they accepted her story. To make it just a bit easier for them, she fished through the chart pouch below the jet's instrument panel and pulled out a spare eye patch. It would seem weird to cover a perfectly working eye, but Niki knew that seeing her with the patch on would bring at least some recognition to them. God knows she looked nothing at all like her normal self, but just a little thing like the patch could go a long way.
 There was already a small crowd assembled on the deck as she brought the hover jet down, and if she could have heard the volume of the gasps as they saw the new shape of their leader, Niki would have gotten even more irritated at the crew that she'd instructed to keep the landing area clear for her arrival. As it was, even though they crowded around her as soon as she so nimbly climbed out of the jet, the almost sinister scowl and sneer she put on her face told them that Niki was in no mood to talk; added to the patch she was wearing, Niki looked to all that saw her like a really pissed off dominatrix. She got inside post haste, and went straight to the almost stately cabin that belonged to the director of S.H.I.E.L.D.
 As soon as she closed her cabin door, Niki finally got a really good look at who she'd become. The image in her full length vertical mirror was of a black haired Greek goddess appearing to be in her mid-twenties. Her body was sculpted into an unbelievably feminine figure with a huge chest dwarfing her tiny waist, below which were the most perfectly formed hips and ass the experienced eye of Nick Fury had ever seen in all the years he'd been around; now, as Niki Fury, she was seeing herself in a totally new manner, evaluating herself against an entirely new set of standards. And Niki knew she was hot looking!
 She was encased in the sexiest black outfit that she'd ever seen, even compared to those worn by Valentina De Fontaine; it would remain to be seen what Val would say upon seeing what used to be her 'boyfriend'. She noted that her hair had become a bit messy in the trip across the Helicarrier's deck, and that just wouldn't do. She reached over to the counter over the sink and picked up Nick's hair brush. As if she'd been teasing and combing long feminine hair all her life, Niki used the brush deftly to straighten out the few strands which had gotten tangled, then stroked her long hair down the sides and back to make it perfect.
 Niki pulled off her elbow length gloves, folded them neatly in half and set them on her dresser, then undid the laces she found on the sleeves of her top. Then she reached behind herself with an unpredicted ease to unzip the top of her outfit covering her torso. The top of that zipper was at her neck under her hair, and not a single strand of that newly brushed hair became tangled as she pulled that zipper all the way to her waist. She pulled her arms out of the top, then let it fall so she could step out of the two leg holes. This, too, was neatly folded and then placed next to her gloves.
 Free of the top, her bounteous breasts seemed to expand a bit without anything to contain them. Clad now only in the bottom of her outfit and the boots, she noted how the top of the bottom was laced tightly to her tiny waist, just as her sleeves had been laced to her arms. While not as bad as a corset, it did feel like a waist cincher, and Niki knew all about both items somehow. It seemed like laces were one of the prime showcase items of her new outfit, culminating in those of her incredible boots.
 At this point, Niki felt a deep and soulful need come to a head. Her new sex was crying to be put to use, and she laid down on her bed, still in the bottom and boots of her outfit. She cupped her monstrous breasts with her now tinier hands, and for some reason, as she started to pinch her engorged nipples, she made a mental note that her cup size was HHH. Just why this thought came up all of a sudden she had no idea, but as she continued to stimulate her breasts, she could feel her still black enshrouded cunt getting very hot and moist.
 With all the experience Nick had had over the years in lacing and unlacing combat boots with quick laces, she wasted no time in getting the laces on her quite different but similarly laced sexy boots off, finally seeing her now tiny feet and the permanent arch in which they seemed to be. Then she finally unlaced the top of her outfit's bottom, and pulled it down off her legs.
 This time, no time was lost in folding up the leggings; they were tossed over the side of the bed and two hands went shooting to that burning for attention cunt she now had. For the first time she could see what her new sexual equipment looked like; there was a small mound bulging below her taut and smooth tummy, covered by soft black hair and having a slit dividing it in two. From years of experience of seeing that slit from an entirely different perspective, Niki knew just what was driving her mad with lust.
 Niki's left hand spread her labia lips wide as her right's fingers dove in. Her cunt gushed with vaginal juices as she felt the first feminine orgasm of her new life send waves of joy throughout her body. Instinctively, she knew that she was good for a lot more than just that one orgasm, and kept her right hand at work for the next fifteen minutes. Niki gave up counting with the incredible sensations she was experiencing, and only stopped when she figured that this was only the first of many more days of her new life.
 At that moment, Niki had no thoughts whatsoever of finding any ways of becoming Nick again. She was lost in her own self gratification.
 After settling down for a moment, Niki got up and went to her sink to wash her hands and rinse her crotch. She dried her hands, then reached down to pick up and fold her outfit's bottom; this was placed on top of its upper part, and the boots were set up against the side of the dresser. She then reached into her closet for one of Nick's bathrobes, which was obviously way too large for her; however, it was the closest thing to something to wear to bed that she could think of, since all of his PJs would be lost on her tiny frame. Well, maybe the PJ tops would actually be way too small; she giggled, then got back into her bed to put it to its intended use. On the way down, she finally thought to take off the eye patch which had contributed so much to the familiar look she'd been trying for, but actually made her look sinister, and set it next to her clock. She reached to her desk to turn off the lamp, noting that her clock said it was already 11, then sank her head into her pillow after pulling her hair out of the way.
 * * * * *
 Meanwhile, the Catjet was just about to the Cat's Lair. As the Catjet got close to where it would go into a vertical landing, Felicia looked out the cockpit window for the shock of her life. The walls of the Lair were collapsed, there was no sign of any activity, and worse yet, it looked like there was a small team of S.H.I.E.L.D. agents standing guard over the remains. Before they got any lower and would give those agents something to talk about, Felicia applied power and zoomed out of there.
 "Felicia, what's up? Why are we going back up instead of down to meet Mistress?"
 "I'm not sure where Mistress is, Arachnacat," Black Cat answered as she turned on the autopilot once again and got up. She figured she had at least a few minutes that she could be away from the controls. "All I saw was our building damn near destroyed and a bunch of S.H.I.E.L.D. goons watching over it. The only conclusion I can reach is that somehow, a raid was pulled on the Cat's Lair; where all our fellow kittens and Mistress are at this time I've no idea. But until we do find out, we need to get down in a secure area and get ourselves on the move.
 "Originally I'd hoped to bring MJ to Catwoman thinking she was Batgirl so that an old fantasy of Mistress' could come true. She wanted to turn her old foe Batgirl into a slutty Catgirl a long time ago, so after I turned MJ into Catgirl, I figured that doing a small interim change would be possible. Do you think we can wake her up any time soon?"
 "Hmmm, I did see her going for what looked like some kind of antidote just before I zapped her; maybe there's more of that stuff in the same canister on her belt. I for one can't believe how realistic you made this costume for her to wear; with a fully capable utility belt, it's a good thing MJ doesn't have the real Batgirl's knowledge of its contents. She looked like she was going into a specific container on the belt when I swatted the hypo from her hand earlier. She must have gotten lucky in finding that there."
 Little did Arachnacat know just how wrong that statement was. In effect, the Batgirl sleeping next to her was the true Batgirl in every way, with complete knowledge of everything known by the real Batgirl; or more precisely, all the knowledge that had been presented under Batgirl's entry on the website that Felicia had memorized so fully.
 "Well, I wanted to make her as realistic a Batgirl as possible for Mistress. I suppose that the fully equipped utility belt might have been a bit much, but it's not a problem anymore now."
 Skipping the canisters which were still closed, Arachnacat went to the open one that she found had yet another hypo full of bat antidote. She squirted it vertically to remove the air bubbles, then jabbed the needle into MJ's black shrouded upper left arm. In mere moments, the eyes behind the Batgirl mask sprang open.
 Neither of the villainesses was prepared for the sudden motion of the young woman who still thought she was the heroine Batgirl. She sprang away from Arachnacat, and went immediately to her utility belt for one of the batarangs. Before she got the chance to use that or any of the other nifty bat goodies, Black Cat wove her way behind her, then waited as Arachnacat used her very long spider legs to grab Batgirl's arms and immobilize her. The once again motionless Batgirl found a white gloved hand with a green ring on it pushed in front of her face.
 Felicia didn't think through her spiel, and just did it quick and dirty. "Stop being Batgirl. The memories of your past life are waiting to come back out. Bring back Catgirl; we need her and all her trickery now."
 The mind inside the blue cowled head now tried to sort through the strange instructions it had been given. Stop being Batgirl - okay, no big problem there. Memories of her past life are waiting to come back out - her past as Barbara Gordon, with the lonely childhood she had growing up with just her father, her school days which led to the fateful job she took as the chief librarian and her admiration of Batman, which brought her to the role she now had, but would put aside as instructed; after all, whenever she wasn't Batgirl, she was Barbara Gordon, right? Bring back Catgirl; we need all her and all her trickery now - Catgirl? Wait a minute, this point, Barbara did a deep search in her mind and did find a role that she had played at some point, as a Halloween stunt, maybe? And trickery? Ha! She could put on almost any costume and play the role to its fullest, so if Catgirl is tricky, how hard could that be? She brought up all she could remember about playing that role, and figured she could do it again. With flair! But why did she feel so damned horny?
 The slightly confused looking Batgirl then shook her head as if to clear it, then looked down upon her black and yellow clad body with her arms spread out. "Wha...who am I? I'm, I'm Catgirl! What am I doing in this strange costume? Oh, I remember now; you made me put on this different costume instead of my Catgirl costume so we could please Catwoman. Did we do it right?"
 "Catgirl, we're not sure where Mistress is right now. When we got to our home, it was nearly demolished, with federal agents guarding it. Get out of that Batgirl costume and back into your Catgirl costume. As soon as we figure out where to land, we're going to work on finding out where all the kittens and Mistress are."
 'Ah, so they're calling Catwoman Mistress, eh? Sounds interesting.' The redhead did a quick strip out of the costume she'd been wearing for the past three hours or so, and folded it up neatly to be placed into the same bag from which her Catgirl costume was retrieved. In no time she was into her villainess mode, with only a lack of makeup keeping her from looking completely in form. "Mmmm, almost purrrfect," she said. "I am Catgirl, just not as evil looking as before. Mmmmeeeeooowwwwrr!"
 Both Black Cat and Arachnacat were so glad to see their teammate back with them that neither made note of just how tightly she clung to the bag holding the Batgirl costume. Catgirl knew she was only playing a role, and would be getting back into her normal costume sooner or later. Maybe she'd be able to get close to Catwoman in this disguise, and bring her in...
 Felicia flew the Catjet first to an upstate farm that she used to visit in her younger years, but found that it had been developed into a megamall and surrounding neighborhood. The next try was more fruitful; an estate house no more than thirty miles from the X-Men's mansion that belonged to her presumably deceased father was still locked up and unoccupied. The locked gates were ignored as the Catjet landed directly behind the manor house on a nice flat spot with trees nearby to hide the jet under once they'd departed. Then Felicia hit the side of her head and went, "Duh!"
 A red sphere formed around the Catjet, and the resulting toy sized jet was placed under the bush next to the door. All three knew enough physics to wonder where the mass went during all this change in size, but didn't let it bother them since it worked regardless and gift horses shouldn't be looked in the mouth.
 Or something along those lines.
 It was now quite late at night, and two real along with one role playing villainess didn't want to tax their tiring minds. Black Cat was all set to use her own skills in gaining entry into the house when she got a big surprise. Where she'd picked up the skill Felicia had no idea, but Catgirl had just finished jimmying the lock with a pick she'd found in a small kit on her belt. As soon as they were inside with the window shades down to reduce any chance of discovery, Felicia turned on the TV, and since the local news was just ending and she felt no desire to watch Leno or Letterman, she switched over to CNN Headline News as she watched her two fellow kittens going up the stairs.
 Sure enough, there was a brief story about the raid earlier in the day which resulted in Catwoman being taken to an ultra secure federal facility in the Rockies. The kittens were all being held on the S.H.I.E.L.D. Helicarrier, and there was even a short note about the now *very* female Captain America, and the new female Avenger, Iron Cougar. Since Mistress had thought Iron Man was converted into a loyal kitten called Iron Cougar, the fact that she was now an Avenger and not a kitten probably was a good clue as to what had caused the day's calamities.
 Oh well, for the time being, they would just have to see what they could manage. If nothing else, Felicia had the rings, and nothing in the news reports had said anything about them; Mistress must have kept her lips sealed about her precious rings and their present location. Good - with the rings in her possession, almost anything was possible. Tomorrow would be a new day with new possibilities. First off would be the staged death of Peter Parker, so that the fact that his cousin Patsy would be moving in with the grieving widow would seem perfectly natural. Then the ultimate question - could the Helicarrier be infiltrated?
 Her intricate thoughts were interrupted when the sound of two excited females squealing and screaming in orgasmic joy came blasting down the stairway. Felicia grinned wickedly, thinking of just how inadequate for their needs all that joyous activity really was as she went up the stairs herself. Well, she was too tired to go join them, so instead she went by the room that Arachnacat had adopted as her own that seemed to be where all the noise was coming from. She saw the two nymphos twisted around each other exploring each other's erogenous zones, and made herself a bet that both of them were wishing that there were dildos in that room.
 As it was, Barbara knew that this young woman with whom she was getting her cunt's burning desires at least partially sated was an evil person that she'd have to watch closely, but as long as she seemed to be acting out her role as Catgirl with her, she seemed satisfied. She put aside all thoughts but for her burning sexual desires as they brought each other to crashing orgasms. She had to be creative with her to do that, too; as hot and eager as her bed mate was, she was still a virgin. Boy, what she could have done to fix that with a dildo!
 Tired as she was, Felicia got out of her catsuit the hard way after taking off her rings and the gloves. After hanging her catsuit in the closet and putting the rings inside her left boot, the white haired vixen took another look at the totally evil face she now wore thanks to the work MJ had done earlier in the evening. She just knew her Mistress would approve and be proud of her, as soon as they could figure out where she was.
 She laid down in the bed nude, and felt a yearning in her crotch herself. Felicia grunted a bemused, "Hah!" and then put her fingers to work. Remembering what Patsy had done, she twiddled her clit to get it hard and engorged, then pinched it roughly as though teeth were clamping down on it. No screams erupted from Felicia's lips, but a sense of serenity passed through her following her orgasm. She got up briefly to wash her hands in the sink down the hall, then decided to wash off the makeup on her face while there, also; she put a toothbrush on the list of things to do tomorrow.
 Coming out of the bathroom, the still quite naked Felicia passed the happy looking redhead and brunette who were also in the buff and holding each other tightly even as they walked toward the bathroom. Three wide grins were shared, and Felicia left them saying, "Good night; we have a lot to do tomorrow."
 "G'night, Felicia," Patsy said. "I just know we're going to cause all kinds of trouble tomorrow, and I can't wait!"
 "Yeah, as much trouble as we can make, mmmeeeeoooooowwwwrrrrr!" added a barely acting Barbara with a sly look on her face. Unknown to her, the raucous bedroom activity in which she'd just sunk herself had brought her acting role closer to the fore, making it more who she was than who she was pretending to be. She just knew for sure that she loved being with the sexual demoness at her side.
 Felicia had a wide grin on her now more angelic looking face as she plopped back into the bed and let her head sink into the huge pillow. She was asleep within moments, but the dreams which came later were far from angelic; they weren't good dreams, but her inner psyche was more than pleased to experience the vile scheming that her dream self was up to. She slept very soundly.
 Her two teammates went into their separate rooms after they finished washing up in the bathroom, and while Patsy's dreams came close to matching Felicia's, allowing her to sleep very well, her housemate's were much more confused. For it wasn't MJ with the utterly evil background who went to bed thinking she was Catgirl, but Barbara Gordon. And Barbara kept getting conflicting dreams of doing good deeds and causing mayhem. Her adopted Catgirl persona was the stronger of the two at the moment, and her malicious side caused the young woman to toss and turn throughout the night, with nightmares of being a heroine forced to act out the role of a villainess.
 * * * * *
 Less than an hour after Niki's head had hit her pillow, and at about the same time that the heads of the only two active kittens and one role playing kitten were sinking into their own pillows, her eyes suddenly sprang open and she lifted herself up on her elbows. On her face was a sinister sneer that made the look she wore while getting out of her hover jet look angelic. "Feline grace?" she said out loud. "Of course it was feline grace - what would you expect from a body belonging to a tigress called Saber Tooth?"
 With full access to everything known by Niki, Saber Tooth slid out of bed in an elegantly fluid motion. As she stood, she cinched the belt of the robe tight around her tiny waist. Then she went to the closet to get a pair of flip flops, using her feline night vision to see everything almost as plain as day in the deep darkness. Her enhanced sense of smell also told her just how much she had enjoyed herself only an hour earlier, which brought a wicked grin to her face. She found that wearing the flip flops was not easy with the arches her feet had, and they actually hurt a bit in the very flat shoes.
 She tucked Niki's eye patch into the robe's pocket, took the small black purse off the belt of the outfit folded up on the dresser and stuck Nick's hair brush into it, then reached over and cracked open her door. With just a hint of light coming in through that crack, she felt her pupils adjusting, then opened the door wider to take a peek down both ends of the hallway. Not a soul in sight. Satisfied, she stole quickly out into the hallway and pulled her door closed behind her, making sure that the combination lock was set.
 With an excuse of wanting to get something to wear that fit besides the black outfit in case she was stopped, Saber Tooth made her way swiftly down three levels and an innumerable number of hallways to arrive at the Helicarrier's uniform processing room. Her excuse was never needed before getting there, and with any luck, would not be called for while there or on the trip back. Besides the usual assortment of S.H.I.E.L.D. men's and women's working utility suits and field team wear, this system was set up to generate any form of clothing needed for an agent going into the field undercover. The sophisticated computer had a wide field scanner that the agent would stand under, and be measured in every possible way. Saber Tooth removed her robe and flip flops, turned on the system, then stood ramrod straight with her arms raised as the scanner read her almost too perfect form.
 With her measurements now on file, she turned off the scanner and went over to the design board where the required field wear was entered into the machine to be processed and produced. The outfit she instructed it to produce looked nothing like anything it had ever been tasked with manufacturing before, but this meant nothing to the machine. Saber Tooth had to wait only ten minutes as it beeped, gurgled and crunched to make her costume. Once it popped out, she set it to make one more as a backup, and with the memory of the first one still on file, the second appeared in only six minutes. The two small aerosols that were part of the costume were rubber banded together, then the claw tips for her fingers were placed in a small plastic bag. She made sure to keep the tips of her glove attachments clear of her skin while handling them; with the exotic formula she'd had the machine equip them, she didn't want to be the first female to find out what the effects would be.
 Then, as an afterthought, Saber Tooth figured she may as well put the machine to one more use. Instead of going about in Nick's robe once she was finished, she accessed the memory banks of the system in search of an outfit that she remembered Val using a few years earlier on an undercover mission. With her measurements still set, this outfit was processed by the machine in only two minutes. She lifted the seemingly small white spandex dress over her head, then pulled it down over her awesome frame. The garment expanded only enough to cling closely to every bulge, indentation and curve on her shapely form, and molded itself tightly to her body. The single halter strap was placed behind her neck, with her long hair pulled up and out of it. That strap led down to two small panels that barely covered the outer and bottom portions of her huge mounds, showing off a tremendous amount of cleavage. It clung tightly to the curves of her tiny waist and broad hips, then its hem stopped only inches below her crotch.
 Just as it had for Val, this dress made Saber Tooth look like a slutty whore. As if the dress weren't enough for that look, she picked up the shoes that went with the outfit and sat down to put them on. Her bare feet were slipped into the black PVC straps on the fronts of the sandals which had two-inch platforms and seven-inch heels. While the resulting arch was nowhere near as high as that of her boots, her feet felt much more comfortable as the long straps of the sandals were wrapped around her ankles first, and then up her legs to be tied off at the tops of her calves. She was finally at a similar height to that which she had in Niki's boots.
 The only thing Saber Tooth was lacking now was makeup, so she reached into the small black purse for blush, eyeliner, mascara and lipstick, along with the hair brush. With these she became a woman looking like she was all set to do some partying; she knew her face was stupendous looking even without this enhancement, and bringing on the look of the evil vixen she now was could wait until she'd made it to the ground. Both of the outfits she'd made were folded up and placed into a small sack, along with the robe and flip flops, then she went to the control panel and erased all records of both her measurements and the costumes she'd had it make.
 Going back to her room to ditch the robe would be pointless, so Saber Tooth stuck it and the flip flops in the sack, and headed straight for the hangar deck. Just before going through the door with her small black purse in her right hand and the sack in her left, she set the sack down and reached into the pocket of the robe and pulled out the eye patch. Now looking like the Niki they were used to seeing or at least had just noticed briefly, in a really hot outfit, she made her way into the control room. The same two agents were on duty there as when she'd arrived as Niki about an hour and a half earlier. They both whistled softly as they saw their director enter the room.
 Saber Tooth put on an act, and gave them the Niki routine. "That will be enough of that, you two. You're already on my shit list for allowing all those agents to be on hand when I landed. I'm too wound up to sleep, so I'm going down to see what's happening below. I'll be back in a few hours, and this time, I'd better not find a welcoming committee waiting for me!"
 "Roger that,, Niki. If we're not still on duty when you get back, we'll make sure our relief gets the word. Sorry about the crowd, but when word slipped out, it was almost impossible to keep them away. I presume from the way you're dressed that you're going to hit a few clubs and check out the party scene, but be careful, 'cause you're a lot smaller and less muscular than you used to be."
 Saber Tooth grinned wryly at that remark. Little did he know just how capable she was of handling herself, or just what she was planning on doing once she'd landed. "Thanks for the advice, Kendrall. I'll be real careful, and who knows just where I might find the fun I'll be looking for. Later." With that, a supremely confident Saber Tooth turned and went out the door to the hangar deck. If either of the agents had been able to see the look on her face after she turned away from them, they'd have been really stunned. Even without the more intense makeup, she was projecting the visage of the wicked kitten she now was.
 Saber Tooth set her sack and purse on the seat to the right in the hover jet's cockpit, then strapped herself into the left seat. The eye patch went back into the sack, and both eyes came up to full night vision capability. Start up went just as smoothly as usual, and the sexy voice that called for departure clearance gave Kendrall and Tyson a reason to leer with exaggerated bawdiness. They knew their boss couldn't see them from as far away as the hover jet was, and gave the clearance in voices that betrayed no emotion at all. What they didn't know was that their boss had vision capable of much more than a normal human's; Saber Tooth took note of the looks on their faces, and made a mental note to give them both the benefit of her claws sometime soon.
 The hover jet dove for the ground as soon as it was clear of the Helicarrier. Saber Tooth brought it down adjacent to a small building that S.H.I.E.L.D. used for ground maintenance, and which would be unoccupied at that time of the night. The activator switch on the panel opened up the hangar door, and since she had no one to tow her in with a tractor, she very carefully and slowly edged the hover jet into the small hangar bay. As soon as she was in, Saber Tooth got out and made a sight that any S.H.I.E.L.D. agent would have paid a week's wages to see; she hooked up the tow bar to the nose gear leg, lit up the tractor and drove it to a spot in front of the tow bar from which she could lift the bar into position and secure it. She then hopped back onto the tractor and swung the nose of the jet 180 degrees to aim it back out for her later departure. All of these utilitarian aircraft handling tasks were being accomplished by an incredible looking woman in an outfit that made her look like a slutty whore that belonged on the streets a few blocks down.
 That woman that looked like a slutty whore then got to work to make herself over as the feline terrorist that she truly was and take on a far more fiendish form. She reached into the hover jet's cockpit and grabbed both her purse and the sack. When she got to the doorway out of the hangar that led into the building, she flipped off the lights in the hangar and turned on those in the office complex. She then started down the hallway which led to probably the only room in the building that she'd never before entered - the ladies' room.
 After placing her bag and purse on the countertop, Saber Tooth sat down to untie her sandals. Since she was seated, the lack of support under her arches would be a lot less unbearable than if she'd been standing. She hiked her dress up so that she was no longer sitting on it, then pulled it back up over her head. It was folded neatly and set aside for the moment, with her sandals placed up against the side panels below the countertop.
 The first of the blue latex costumes that she made was then pulled out of the bag. She slipped her legs through the holes and pulled the body piece up to her waist where the stretchy material clung to her like a second skin, then reached for the first aerosol. She sprayed her tits with the adhesive, then pulled the rest of the body piece up. Two flaps came around from the back, which she first pulled up into the crevices below her breasts, then carefully molded into position over the bottoms and outer sides of them. From the front, this body piece appeared to dive from her sides well below her breasts to a point just above her crotch, and in back it was a deep V reaching down to the top of her ass. Once both breasts had the blue sections in place, she took the second aerosol and dampened a kleenex; this solvent she used to wipe away the adhesive on the uncovered parts of her tits.
 Next came the blue latex thigh high boots. These had heels like those on the black boots that she'd been born in, and also had two-inch wide black PVC edgings at their tops. These black edgings were straight around the sides and backs of her thighs, but in front they angled down to an inverted point. Between these points were two small metal devices on each side which had a number of even smaller spikes sticking up. A black PVC belt was then pulled around her hips just at the bottom of the blue. This wide belt had open sections to each side of her crotch going to her sides, making it look like one wide belt below another narrower one from the front, but down the center of the front was a thin vertical piece that connected them and then ran under her crotch to meet up with the back of the belt above her ass. In front of where her pussy was covered by both blue and black appeared another row of the small metal spike devices, four in number.
 Next Saber Tooth pulled a blue neck piece down over her head. The latex stretched considerably going over her head, but once below it snuggled into position around her neck. On the sides it angled down to the tops of her shoulders, in back it went from her hairline behind her ears down to a point between her shoulder blades, and in front it came down from her ears over the bottom of her jaw to a point under her chin at top and angled down to a point between her breasts, well below the tops of the two flaps covering her tits. More of the spiked metal studs came up vertically from this low point, and spread into two separate lines going out to her shoulders.
 Then came her blue latex gloves. The material was thin enough that it made her fingers look like they'd been sprayed with a thick blue paint, and they went up her arms to a spot halfway between her elbows and her shoulders. A similar black band to that on the top of each boot appeared at the top of each glove, but they were even deeper in section, having three of the spiked metal studs between the upper and lower points that the bands came to on the fronts of her upper arms.
 Completing her gloves were two metal claws on each hand, slipped over the index and middle fingers. Made of an incredibly strong alloy, these had many thin sections to them, allowing them to angle with her fingers' joints. Each claw had an ornate buildup at the top knuckle, but those on her index fingers were hollow and contained the special formula that she'd had the machine make for her. All four claws came to points sharp enough to slice through nearly anything about an inch in front of her already naturally clawed fingertips, and those of her index fingers had vents leading from the fluid containers that she could control with a simple flexing of her knuckles. These four claws were Saber Tooth's teeth.
 With most of her costume parts now in place, she sat down in front of the mirror with the contents of the makeup kit spread out before her. First she restyled her hair, after the mess it had become having the neck piece pulled over it, then she went to work with the mascara and eyeliner to turn her eyes and eyebrows into those of a vixen looking like a beautiful demoness. The dark red lipstick and deep blush added to this look, and when she was finished, no one seeing Saber Tooth would ever think to connect her with Niki Fury. But to make sure, she finally added the last part of her costume, the black PVC domino mask.
 Saber Tooth had a field day finding out just how easily her claws could cut through glass like butter, through most metals like ice picks, and through even harder metals with just a bit of effort. Not a single security system she encountered was able to prevent her from getting past it, and the next morning, an awful lot of businesses, banks, jewelers and other assorted companies would wonder why they'd been broken into overnight without anything being taken. Saber Tooth was only exploring her capabilities that evening, and more fruitful uses of her claws would come on future nights.
 As careful as she was to avoid being seen, though, Saber Tooth's image was recorded on a number of security video systems. Sooner or later, she was going to become a well-known, if rarely actually seen villainess. What's more, if she'd have only spread out her activity two more blocks toward city center, Saber Tooth would have met up with three ex-kittens that were now enjoying immensely their debut as heroines with entirely new identities. She missed seeing Ecstasy, Nightmare and Wisp making their fateful call on Dr. Strange to get the special chokers that would suppress their own villainess identities so that they would never again act as kittens of Catwoman, provided they were never taken off.
 Saber Tooth felt satisfied with her first night's activities as the first glow of dawn was appearing in the east. She made her way back to the maintenance facility while it was still dark enough that she blended in with the night and the shadows, and waited ten minutes to go back inside while a policeman in his cruiser was pulled over to the curb out front to smoke a cigarette. When he finally left, she made her way in and proceeded to get out of her blue and black costume. The solvent was sprayed liberally around the edges of her breast covers, and as each was slowly lifted away from her skin, it would seep underneath to free up even more. Eventually she was completely out of the latex, and waited until she was back in her spandex dress before brushing out her hair.
 After putting her sandals back on, Saber Tooth washed away the face that made her who she was, and put back on a more demure look similar to what she'd been wearing when she left the Helicarrier. Her costume was folded up and placed in the sack, but she kept one of her index finger claws on top; she was going to test it's effectiveness as soon as she got back. Her preplanning in setting up the hover jet for a straight out taxi made for a quick departure from the facility, and with the cleanup she'd done after finishing, no one would ever know that she'd been there.
 When Saber Tooth called in for clearance to land on the Helicarrier, with the eye patch back in place, Kendrall and Tyson had been relieved; as promised, their relief had been fully briefed on what had happened to the Director. They gave her landing instructions without raising so much as a note of question. When she came in through their door, however, the new team of Bonner and Canton, both female S.H.I.E.L.D. agents, did a double take when they saw her in person. Both recovered quickly, though. "Welcome back, Nick...ah, Niki," Sgt. Bonner said in greeting. "We'd been told what to expect, but still, seeing you in the flesh is another matter. I don't know whether I should use sir or ma'am, but you are easily one of the most beautiful women I have ever seen."
 "Thank you, Beth. I'm adjusting well to what has happened to me so far, and we shall see if the term sir shall become useful again. For now, ma'am will do nicely. Originally I was thinking of getting together with a number of female S.H.I.E.L.D. agents like yourself to get some advise, but apparently whatever changed me also gave me everything I need to know to be a fully functional female. And no, to answer your next probable question; I did not make use of my new female functions while I was downtown."
 Both Bonner and Canton started giggling upon hearing that, and even Saber Tooth joined in. "Okay, ma'am," Canton said, "we'll make sure to alert those coming through about what to expect when they see you so that you won't be bothered. I'm presuming you're gonna wanna get some sleep, so we'll make sure you aren't bothered for at least a few hours."
 "Very good, Trish, and thanks. I'll see you all a bit later in the day when I hold a station-wide meeting to bring everybody up to par with my situation. Or at least, as much of my situation as I see fit to tell everybody; gotta have some secrets, don't we?"
 "Right, ma'am. See ya later!" Bonner said as Saber Tooth went back into the interior of the Helicarrier.
 By now there was a bit more activity in the various hallways than there had been the night before, but Saber Tooth saw very few agents as she proceeded into the berthing areas. It wasn't toward her own stateroom that she was headed, however. Her first stop was at Cpl. Al Kendrall's room. Being the director had it's advantages once in a while, and now was one of those times. Nick Fury's special combination code would open any door on the Helicarrier, and Al's room was no exception. She opened the door slowly to see if he was asleep, and upon seeing that he was, made her way to his bedside. She reached into her sack and pulled out the index finger claw which she placed over her right index finger. Saber Tooth flexed her knuckle, then stroked the agent's neck under his chin so as to look like a shaving scratch. The small amount of blood she saw was readily mixing with the serum she'd injected, and the results would be seen later in the day.
 She did likewise at Syd Tyson's room, injecting him at a scrape along his forearm that was already scabbed over; the serum was absorbed into his bloodstream, and the scab would reform before any of its effects would even come about. She grinned wickedly as she pictured what she expected the short blonde agent's changes would bring about. Then she put away her claw once again and went back to her own room.
 She knew that she would not be in control when either Kendrall or Tyson made their changes known, but whatever Niki saw, she'd know about. Time to finally go to bed, and let Niki come back. First, though, she hid her costume sack in the back of her closet, then made a constraint on Niki's mind that should she see the sack, she would ignore it. Finally, Saber Tooth ended the first night of her existence and went to sleep, to have Niki wake up only three hours later when the alarm she'd set earlier that evening went off.
 To Be Continued...

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