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The following story contains characters owned by DC Comics/Warner Bros, Marvel and Image, and maybe even a few others. 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.
 
 Part 1 - CATching the Party
 
 The fraternity was hosting a costume party for Halloween. The elder members of the frat made sure that the pledges weren't given word about the party until only one week before Halloween. This left the pledges with two basic problems. For one, most of the available females would have been already invited. More importantly, at this late date, finding adequate costumes would prove very difficult. The theme of the costume party was comic book heroes, heroines and villains, and most shops would have rented out or sold all these type costumes by this time.
 
 Leo Dalton was one of these unfortunate pledges. Upon hearing of the party and its theme, he did a quick check around campus, only to find that all the girls had already been asked to come. When Leo went to the fraternity council to complain about the timing, he was told that this was a test for the pledges to check on their determination and originality. Leo went back to his dorm to try to think of ideas, but started to get despondent when he came up blank.
 
 Figuring there was nothing to lose by searching the shops at the mall in an effort to satisfy half the party requirements, Leo went there to check out the toy stores and gift shops. He found a few remaining horror costumes, but nothing to help him with his need for a superhero or villain. Even the Halloween specialty shops that had opened just for the current season were stocked with only vampire and werewolf type costumes. They did have a few female costumes like Xena and Supergirl, but those were of no use to Leo. It seemed like all the other students must have snatched up all the male comics costumes.
 
 As Leo was starting to feel totally lost, he happened upon a little shop tucked into the corner of the mall. He saw some masks and fright wigs on display in the window, and looked above the door to find the shop's name - Spells R Us. The name didn't make much sense, and he couldn't recall ever seeing this place before, but the intriguing stuff in the window caught his attention. Leo stepped through the door, and heard a quaint little bell tinkle over his head.

The little bell was almost too much to believe for a store in the mall, but Leo let that thought go and got to the task at hand. He turned and started to look carefully at the masks along the wall. The incredible diversity of the selection and the realistic look of many of the masks amazed him. Eventually, he figured he'd better ask someone if there was anything left he could use, and went to the counter.
 
 There was no one to be seen. Assuming someone had to be there if the shop was open, Leo called out, "Hello, is anyone there? Hello?"
 
 After a moment he heard a thud from behind the counter, and shortly an old man in what looked for all the world like a blue bathrobe peeked out from behind the curtain. "Good evening, Leo," said the old man as he put his wizard cap atop his head, "I understand you have a couple of problems for the costume party."
 
 Leo thought, 'Wait a minute...how did he know my name, and what could he possibly know about the party?'
 
 The old man cut him off before Leo could voice his thoughts. "What do you think I'm wearing this hat for, eh? I'm a wizard. I thought for sure that the cap would answer the question, but maybe you thought it was just a Halloween prop? I know things. For instance, you, Leo, are one of the last fraternity pledges to be out trying to find a costume, and you cannot find a date."
 
 Leo's jaw dropped, and the old man smiled, saying, "Hold on a sec, Leo. I think I've got just the thing to solve your problems."
 
 As the old man went back behind the curtain, Leo started to wonder about the name of the shop. 'Spells R Us. I wonder, is this guy for real with the goofy wizard hat, and knowing stuff without my telling him? I should get out of here while the getting is good, but still, if he can help me get back at the creeps in the fraternity...'
 
 Sure enough, the old man came back out with a large box in his hands. "Now then, Leo, this should make a dynamite costume for you, and eliminate your need for a date. There are some rules to follow..."
 
 Leo noted little of the rules, mostly that he had to be careful of what he was using for a subject, and that a curse was put on the costume such that the first derogatory mention of his name in the presence of the costumed character would cause a rather interesting effect.
 
 As he took the box from the old man, Leo hefted it to find that the box felt empty. "What the --" he started to say, but was cut off by the old man.
 
 "Like I said, be careful in what you choose for your comic character. The box will supply you with a costume for whatever character you're looking at after it is opened, and changes you to physically resemble that character. You'll be able to remove the costume when you get back to the box in your dorm, but not before. Have fun!"
 
 Leo picked up his box, and as he headed out the door, the old man muttered, "Here we go again!"
 
 * * * * *
 
 When Leo got back to the dorm, he put away the box and got out his Encyclopedia of the Batman Universe. Flipping past Azreal, he got to Batman, but muttered, "Naw...that's too common." He got to Batmite, and Leo pondered, "Hmm...magic character, Halloween..." As he continued to flip, Leo got to Catman, and the significance immediately struck him. "Catman! With a name like Leo, what could be more appropriate?" Putting a bookmark on the page, he set the book on the box and decided to call it a night. Now he couldn't wait for Halloween! Catman would be able to steal any of the girls from their dates.
 
 On Halloween night, Leo decided he didn't want to make too early an arrival at the party, and so waited a while before getting the box and the book. He set the box on his coffee table, then placed the book next to it and opened it to the Catman page. What Leo had failed to notice since he stopped abruptly at the Catman entry the night before, was what came next. As he was taking off his clothes, he failed to note that one of his pants legs brushed up against the book and turned the page. A denuded Leo opened the box and looked down to see an illustration of Catwoman in the costume she wore in only one story, in Lois Lane numbers 70/71.
 
 Leo blinked, and the box's magic worked that fast. Since the picture he'd looked at was that of a female, his body was instantly changed to match that of the illustration, so that the costume would fit her perfectly. Since the illustration was an exaggerated comics bad girl with an almost impossibly shaped body with a voluptuous chest and narrow wasp waist over exquisitely shaped ass, thighs and legs, Leo became a living, breathing woman bearing all these exaggerated shapes. The new woman also had a complete change done on what had been his mind, so that she would now be totally at ease in her new form. It was as if she'd been a girl all her life, with everything she needed to know readily accessible. All in the time of a blink!
 
 As her eyes reopened, Leona brushed her shoulder length black hair out of her face, and reached into the box. The first things she grabbed were some sleek black panties which she stepped into and pulled up to her crotch, and a corset which she laced around her waist after first tucking it under her 38DD breasts. Next out of the box was the shiny black lycra spandex catsuit with a high collar in back and a plunging neckline in front to give emphasis to the ample cleavage on her chest.
 
 Leona then pulled out a purple pair of boots which had stiletto heels and tops which turned down just below the knee, and put them on. She found a green cape which she hooked to her shoulders, and a black cowl which she pulled down over her head and secured under her chin. A pair of black elbow length gloves with claws at the fingertips was then put on, and then a ring which she slipped onto her left ring finger. Lastly was a white weapons kit on a wide white belt, which she secured around her hips well below her tiny waist. When she stepped proudly over to her mirror, Leona saw her transformed self, and purred her approval.
 
 Upon entering the hall where the party was occurring, Leona noted an assortment of characters from the pages of the major comic book companies, assuming that the males were frat brothers and the females were their sorority sister dates. It was readily apparent that many of the women were not built for the characters they were portraying, and a lot of the guys left a lot to be desired, also. They may have cornered all the costumes, but that didn't say they could adequately wear them.
 
 Many of the frat brats took one look at Leona's Catwoman, and lost all interest in their dates, wondering who this awesome woman was. One, dressed as Superman to match his ego, sauntered over to Leona and said, "We've been keeping track of those coming to the party. I must say, my dear, that you have us stumped. Such an excellent costume, with nobody to accompany you. We thought all the females on campus were accounted for. We half expected to see that dork, Leo, come here in some lame costume, but he's not yet been seen."
 
 No sooner had he said this cut about Leo than the old man's curse took immediate effect. Where moments ago had stood barely presentable Superman, Batman, Spider-Man, Supreme and others, now stood unbelievably beautiful Superwoman, Batwoman, Spider-Woman, Lady Supreme and the female versions of every male character that had been there. It looked to Leona like Image's Babewatch story had hit the real world. The wimpy looking Batgirl, Black Cat, Glory, Lady Death and other real girls that had accompanied them now developed physiques to match their well-endowed comic bad girl representations.
 
 More importantly, no one there had any clue as to who they had been before coming to the party, with the exception of Leona. However, changes were occurring in her, also. She took one look at the room full of bad girls and said to herself, "This is too good to be true. I am Catwoman, and with my cat's eye ring, I can hypnotize all these broads into being my willing kittens. Yes, I think we can say good-bye to Leona. My name is Selina Kyle, and once I've gotten this band of kittens into their Catgirl costumes, we're going on a crime spree that will make this city tremble!"
 
 Just after Catwoman had formed her plans for further transforming the now all female party goers into her gang of Catgirls, the old man dropped in to make his traditional check on how his customer was doing. Knowing in his own way that this Catwoman was in fact Leo, the wizard approached her just before she could turn her cat's eye ring on the group. "Well, Selina, it appears that the box did well in providing you with a costume, and the body to fill it. Are you sure it is actually you wanting to go on this crime spree, or is Leo still inside you somewhere?"
 
 At this, a spark showed in Catwoman's eyes, and she lowered her hand, covering the ring. "Glad you made it before all hell broke loose, old man," she responded in an incredibly sexy and breathy voice. "After your spell worked its magic on all these comic book bad girls here, something in me turned my mind, besides my body, into Selina Kyle. Now, thankfully, I'm Leo again, or maybe Leona, at least on the inside. What will happen to all these babes now, though?"
 
 The wizard looked out over the crowd, noting with glee the results of his spell's handiwork, and uttered a brief spell. As he turned back to Catwoman, he said, "It's all fixed now. As each party goer leaves the building, he or she will revert to the form they were in before the insult derived spell took effect, with no memory of the change. In the meantime, though, this is going to be a party that Eddie Glover would have loved to attend. These girls are going to have some real fun for the next few hours!"
 
 He then took Catwoman in hand, and led her to a quiet corner. "Now then, what about you? Is it Leo or Selina who will continue? You're not affected by the reversal spell, so if you go back to your dorm to change, you'll be Leo again. Otherwise, if you stay away from your dorm, you'll remain in Selina Kyle's form, and I'm not sure if something else could trigger her control of your mind, returning to a crime spree."
 
 Catwoman put one of her claws to the old man's lips to hush him. "Don't you worry. I'm going straight back to the dorm after this party is over. If you don't mind, though, I'm going to hang on to your costume box. After seeing all the comic heroines and villainesses here tonight, I'd like to try on some of their bodies in the future."
 
 With a glint in his eye, the wizard smiled and said, "Of course, Leo. By all means, keep the box. I'm sure you'll have lots of fun with it in the future." As he turned to leave, all kinds of images were forming in the wizard's mind as he conjured Leo's near future. 'My, my, my,' he thought, 'I'll definitely have to let Eddie know about this one!'
 
 
 Part 2 - The More the Merrier
 
 As the party wore on that evening, Leo, still in the form of Leona wearing her Catwoman costume, made mental note of some of the female comic characters she was seeing amongst all the part goers. The Marvel Universe was not very well represented, with only Storm and Rogue of the X-Men and the Black Cat from Spider-Man on hand. DC was represented by a good number of characters, including Supergirl, Batgirl, Batwoman, Mary Marvel, Black Canary from the JLA, Saturn Girl from the Legion of Super Heroes, and Cascade from the Sovereign Seven. Image and other smaller comic companies which relied heavily upon their 'bad girl' characters for sales were obviously well taken care of. What had Catwoman really puzzled was the total lack of some of the more likely characters. This got her to thinking of just what to start with when she would start experimenting with the box again.
 
 When Leona got back to her dorm room, she took off the Catwoman costume and placed it in the box. As soon as she did so, she reverted back to Leo's male identity. Leo then put away the Batman Universe book, and checked his comic collection for any Wonder Woman books. Sure enough, he found a few, and bringing one over to the box, he reached in. While he felt his body changing once again, Leo pulled out the Wonder Woman costume.
 
 This time, Leona was becoming Diana Prince, and when she had the complete costume on, she started to attain the knowledge of her powers as Wonder Woman. She also wondered why it was that no one at the party had done her. As she preened in front of her mirror, she took note of the fact that her magic lasso appeared, clipped on her belt. Trying an old trick she remembered from the old TV show, Wonder Woman spun with her arms spread, and soon appeared as her alter ego, Diana Prince. 'Ah,' she thought, 'this could come in handy at some point!' Changing back to Wonder Woman in another spin, she took off the costume and then finally went to bed as Leo.
 
 * * * * *
 
 A few days later, Leo went back to the mall to tell the Old Man at Spells R Us about the way the box had worked again for him. "I had a feeling you'd find a few good uses for that box, Leo," the wizard told him. He then showed Leo a few items he'd downloaded from his computer, amongst them being a couple of stories and some good artwork pulled down from some comics websites. "There is one story here you might want to take special note of, Leo," he continued. "There is a guy named Joseph who has come to me about some real and imagined changes he wrote about, so I helped him out just a bit. I think you have the means to give Joseph a real run for his money."
 
 "Oh, you mean get him to use the box?" asked Leo.
 
 "Precisely, my friend," the wizard responded. "So far, he has only wished to be a female for one night, after dreaming about being one earlier. With your Magic Box, you can give him an experience he may not be prepared for, but will probably thoroughly enjoy!" With Joseph's address in his hand, Leo left the shop, forming some ideas while driving back to the dorm.
 
 Leo got his phone book out once he was back at the school, and after he found Joseph's number, gave him a call. Reaching Amanda, who told Leo that Joseph was out, he told her that he'd like to get Joseph to come over to the school to visit him and discuss their respective comic book collections. He gave her his phone number, and asked her to have Joseph call when he got in. By sheer luck, at that moment Joseph came in, and Amanda passed the phone to him, Leo going thru his spiel one more time. It was arranged for Joseph to come by at 8:00 that evening.
 
 Leo answered a knock on his door to find Joseph shivering there in a sweater but no jacket. "Come on in," Leo invited, "you look you could use some coffee!"
 
 After he shook Leo's hand, Joseph stepped in and said, "That sounds like an excellent idea."
 
 They both took seats at the coffee table in his living room, and Leo and Joseph then talked about their respective interests in DC and Marvel comics. Leo took note of a glistening in Joseph's eyes while talking about Spider-Man and his girlfriend, then wife, Mary Jane Watson-Parker. 'Bingo,' thought Leo, 'I think we're on to something here!'
 
 Leo stood, saying, "Joseph, wait here at the table, while I go get something to show you." While Joseph went back to perusing comics, Leo went to his bedroom closet and got out the Magic Box. He brought it into the living room, then Leo put it on the couch and asked Joseph, "See if you can get one of my books and find a good illustration of Mary Jane."
 
 "That shouldn't be any problem," Joseph said as he dove into the pile.
 
 When Joseph brought the opened comic over to him, Leo said, "Okay, now set the comic down, then open up the box." Leo stepped away, then watched the fun start.
 
 Before Joseph could even say anything, he morphed into Mary Jane, a gorgeous redhead with a figure that could easily make her a model or actress, just what the comic character did for a living. As she reached into the box, Mary Jane pulled out an outfit consisting of a dark brown sweater, ivory tights, a tan miniskirt and brown five-inch heeled dress pumps. After she'd put the ensemble on, Mary Jane turned to Leo and asked, "I can see that I have actually become MJ, but would you please tell me what's going on?"
 
 "Well, Joseph," Leo told her, "or should I say, Mary Jane, I saw how fondly you looked at Mary Jane in the book, and a particular friend of ours told me about a certain wish you had. Your wish is now granted. But I've got something else I want to show you. Why don't you wait here, and I'll go to my bedroom for a few minutes and show you something else."
 
 The costume box was taken back to Leo's bedroom as Mary Jane wondered just what her new friend had planned. Leo got out the Wonder Woman picture, opened the box, and once again became the Amazon Princess. Spinning, she then became Diana Prince. She walked back out into the living room, and Diana called to Mary Jane, who turned and saw the ebony haired goddess in civilian clothes. Mary Jane's jaw dropped when she took in the sight, but before she could say anything, Diana raised her hand and said, "Let's go to the mall before the shops close, and we can show the old man what we've come up with!"
 
 Mary Jane's eyes lit up, and in a gleeful voice responded, "Oh, *that's* the mutual friend you were talking about! Yeah, let's go see how many heads we can turn, and maybe hit the Victoria's Secret to see if they have any knockout goodies that will fit *this* body!"
 
 After she grabbed one of Leo's leather jackets, Diana put it on, then left with Mary Jane for the mall. Two real life versions of the comics' most beautiful young ladies were on a mission, and they were going to make a lot of real women jealous!
 
 The first place the girls visited was the SRU shop, which was staying open in the local mall while the old man watched what his most recent plaything, ah, make that customer, got up to. After they told him about the evening's fun, which he kindly let them do even though he already knew all about it, the girls saw the wizard's eyes get saucer-like when they told him where they were headed next. The too good to be true women went to the Victoria's Secret, where they had the staff drooling with envy, and other customers wondering if the two girls that looked like catalogue models were there for a show.
 
 As they were going back to the mall exit after having a grand old time trying on lots of teddies, bras and other feminine finery, a guy walked up to the duo and put himself in front of them before they could get out the door. "Good evening, ladies. My name is Steve, and I saw you earlier as you were shopping. I've just got to ask you - I can't help but think you two lovely ladies look like a couple of comic characters from books I have in my collection. Diana Prince," he said while looking into Diana's face, and turning to Mary Jane, "and the prettiest girl in Marveldom, Mary Jane Watson."
 
 "Well, you're close, Steve," said MJ. "Did you forget that I got married a few years ago? It's now Mary Jane Watson-Parker. A mouthful, I know, but it keeps all my old fans happy as well as the newer ones."
 
 Diana turned to Steve, saying, "You must be a big comics fan, Steve. Would you like to see the collection I have back in my room? If you'd like, you can join us for the ride back."
 
 With his eyes starting to bug out, Steve jumped at the chance and said, "Sure, I'd love to join you two. Let's go!"
 
 Diana turned to Mary Jane, and whispered, "He'd like to join us, eh? Just wait 'til we get back to the room. I'll show you both a new trick!"
 
 * * * * *
 
 Steve was seated on the couch, putting down some more of the coffee and talking to Mary Jane while Diana went to get some more comics. She soon came back and set the box down next to him, then Diana asked Steve, "Are you familiar with the Wonder Woman books, Steve? I've got some here I'd like you to see."
 
 "Well, which era of Wonder Woman are you asking about, Diana? The Golden Age one, the Silver Age up to the early 80's, or the current one done rather nicely by a number of good artists? I'm pretty good with all three, with the 70's best," replied Steve.
 
 Diana laid down a book, saying, "The 70's era is what I'm actually working with, Steve. Do you know the character on that page?"
 
 While he turned to look, Diana opened the box. "Yes, of course," said Steve, "that's Priscilla Rich in a World War II story," and as he turned back to Diana he faced the open box. The next moment, a gorgeous young blonde was sitting on the couch, and as she reached into the box, she found a business suit which she proceeded to put on.
 
 "Now you have joined us, Steve, or should I say, Priscilla. How do you like your new comic identity?" asked Diana.
 
 "I think I'm going to love this," said Pricilla. "Now I know how you two got to look like comic beauties."
 
 Grinning, Diana turned to Priscilla, then Mary Jane, and said, "You two are now going to find out just exactly why I had you change into the women you're so glad to be portraying!"
 
 Diana spun into her Wonder Woman identity. Upon seeing Wonder Woman, a change came over Priscilla, who shook her head, dropped her face into her hands, then looking up, scowled at Wonder Woman. The look on her face was pure evil.
 
 After she turned the book to a different page, Wonder Woman said, "Your costume is in the box, Cheetah, go ahead and put it on."
 
 Priscilla reached in, and pulled out a spotted catsuit that went from head to toe as a single piece, with spike heels at one end, clawed fingers on flesh colored latex gloves at the ends of the arms, and a full head covering cowl at the top. When she had the costume on, and before she could move, Wonder Women wrapped her magic lasso around Cheetah and said, "You must hear and obey everything I tell you. You have no past as anyone other than your current identity," and memories of Steve and even Priscilla were erased. "I will give you back your identity in due time, but for now, you are only one person," said Wonder Woman, "the Cheetah!"
 
 All this time, Mary Jane was watching in awe. Wonder Woman then turned to Mary Jane. "You didn't think you were going to get away easily, did you, Mary Jane? I have here a rather interesting story I pulled off a Spider-Man website which fortunately was illustrated," said Wonder Woman as she placed the story and the box near Mary Jane. "In this story, it wasn't Eddie Brock who was the recipient of the alien symbiote costume, it was Mary Jane!"
 
 MJ looked at the illustrations in the story, and as she reached to the box, an evil looking, shiny black material shot out to envelope her completely, resulting in a slightly different looking She Venom from the one which had been Eddie's ex-wife in the Venom comic. This She Venom had used the symbiote's powers to augment and expand upon the already fantastic figure of Mary Jane to become an incredibly proportioned picture of femininity with breasts that were too large to be real.
 
 Once again, Wonder Woman put her magic lasso to work, winding it around the ex-Mary Jane, saying, "The Other, as your symbiote is called, is now controlling you. Until I release you, She Venom, this is how you will be living. Now then, ladies, let's go have some fun!"
 
 
 Part 3 - The Plot Thickens
 
 Wonder Woman, Cheetah and She Venom, otherwise known as Leo, Steve and Joseph, spent the night in true comic book fashion, with Cheetah doing her best to try and kill Wonder Woman, and She Venom just acting like the raving lunatic she was. Wonder Woman was able to keep both girls in hand, and eventually led both back to Leo's dorm room. If anyone had noticed voluptuously built, garishly clad women going out of or back into the dorm that evening, they were keeping it to themselves.
 
 Leo had been thinking all evening about how to extend the fun and games she'd started with Joseph and Steve earlier that night. Before changing back from her Wonder Woman identity, she once again put the magic lasso to use. She wrapped it around the waist of the raging Cheetah, then said, "Cheetah, you are now free to assume your earlier identities. Allow Priscilla and then eventually Steve to become the dominant personalities when appropriate. Now, fall into a deep sleep." Cheetah closed her eyes, and dropped to the floor into a fetal position.
 
 Wonder Woman then wrapped the lasso around She Venom, allowing her to once again become Mary Jane and Joseph. Leading She Venom to the box, Wonder Woman opened it by her side without any imagery next to it, and the symbiote rapidly oozed off her, leaving Mary Jane standing there.
 
 "Mary Jane," said Wonder Woman, "I'm planning on having a bit of fun with Cheetah here before I allow her to transform back. Would you like to spend the rest of the night and the next day the way you are now, then come back tomorrow evening?"
 
 MJ pondered this suggestion for just a moment, then replied, "Sure, Wonder Woman. Amanda isn't around tonight, so I can go home and explore the options of this female body. Have fun!" Mary Jane put on the faux fur she had picked up earlier at the mall, then departed.
 
 She wanted to watch the interesting mental conflicts again, so Wonder Woman then woke up Cheetah. Seeing her enemy immediately upon opening her eyes, Cheetah hissed at Wonder Woman, then reached with outstretched claws toward her throat. Wonder Woman used this opportunity to wrap the lasso around Cheetah's wrists, and told her to become calm. The rage left Cheetah's eyes, and she relaxed from the attack stance she had been in.
 
 "Cheetah," said Wonder Woman, "when you become Priscilla again in a few moments, you will be filled with the need to release your sexual tension. The first male you see will be the answer to this need." With that, Wonder Woman undid the lasso from Cheetah's wrists, and watched the scowl form on her face once again. Doing her classic spin, Wonder Woman disappeared to reveal Diana standing there.
 
 Almost immediately, Diana saw Cheetah get a blank look on her face. In mere moments, Cheetah shook her head, reached to her face with her clawed hands, and pulling them away, remarked, "Diana, what am I doing in this costume? Have I been the Cheetah once again this evening?"
 
 Taking Cheetah's hands in hers, Diana said, "Yes, Priscilla. Unfortunately, Wonder Woman made an appearance earlier this evening and your alter ego took over your mind. Now that she's gone, you are Priscilla once again. Your clothes are still over on the couch, go ahead and change."
 
 As Cheetah started to strip out of her costume, Diana left the room with the box in her hands.
 
 Back in Leo's bedroom, Diana spun into Wonder Woman again, opened the box, and reassumed Leo's form. Leo edged his way passed the doorway to check on Priscilla, and seeing her once again in her suit, walked into the living room. Priscilla looked up, saw Leo, and started to heat up. "Well, hello there, sir," she said, "could I possibly interest you in some sexual fun?"
 
 Leo smiled, and responded, "Yes, ma'am. I would very much like to join you in bed. Come this way." Leo took Priscilla by the hand, and led her into the bedroom.
 
 Priscilla stripped in a feverish frenzy, making Leo wonder if maybe he'd had Wonder Woman get her a bit too frantic for sex. After he disrobed, Leo reached to Priscilla, and brought her into his arms. He felt her monstrous tits press against his chest, then he went into high gear himself, and started to lick and gently chew the aroused nipples on her breasts. Priscilla moaned in ecstasy, then threw Leo onto the bed. In short order, she found herself on her back, with Leo using his tongue to eagerly explore her body.
 
 Soon Leo was inside her, pumping slowly at first to get her lubricated. As Priscilla felt her juices starting to flow and her vaginal muscles clamping down on Leo's prick, she squealed in glee. Leo took this as his cue, and started pumping furiously. He was being patient, though. As Priscilla started to quiver and moan with more fervor, he figured she was close to orgasm. When she burst forth with a primal cry and shoved her pelvis up into his groin, Leo gave a final massive push himself, and imbedding his prick deep in her vagina. He came also, pumping an awesome load of sperm into her waiting pussy.
 
 As she started to relax, Leo again started licking her body, and as Priscilla cooed in approval, he started to slowly back away from the sexual demoness he'd created. "Now to resolve this situation," he mused to himself.
 
 After getting dressed again, Leo went back to the bed and lifted Priscilla by a hand. He brought her over to the box, and opened it. In moments, where his recent amour had stood, now stood Steve. "Wow, I have vague memories of being turned into a comic book female earlier this evening," he said, "but my mind's a blank as to what I or we have done all night."
 
 Leo told him, "I'm the owner of the box which transformed you, Steve. My name is Leo, and if you remember from the mall earlier on, I was Diana! A friend of mine named Joseph was Mary Jane, and *she* is still in that form at his house. Mary Jane will be coming back later tomorrow evening."
 
 "In that case, Leo, can I make a suggestion to put your box to use again, when she comes back?" Steve asked. After passing on his suggestion, Leo nodded, then got out a sheet and blanket for Steve to use so he could spend the night on the couch, while Leo bedded down in the same spot he'd just had the best sex he could remember with a partner now totally unaware of the time spent there.
 
 Both slept soundly.
 
 * * * * *
 
 After they'd spent the better part of the following day discussing comic book collections, Leo and Steve then bided their time until late in the afternoon, when they started to get prepared for Mary Jane's return. Steve had Leo dig thru his comics until he found a copy of Green Lantern number 16, then they both searched until they found a copy of World's Finest number 169.
 
 Leo set up the box in the living room, then put the Green Lantern book next to it. Steve stepped over to the box, opened the book to an appropriate page, and when he opened the box became a raven haired beauty with a lean but well built body. She was now Carol Ferris, Green Lantern's girlfriend. She flipped to a different page, and Carol then reached into the box and pulled out a gleaming purple gem.
 
 Carol didn't need the box for her costume; as soon as she caught sight of the gem, her clothes transformed into a pink leotard, high heeled pink boots, purple gloves, a wide white belt around her waist, a pink domino mask and a pink tiara upon her forehead. Star Sapphire picked up her gem and placed it in her tiara, then walked to the center of the room. As Leo had been instructed earlier, he then said, "Carol Ferris," and Star Sapphire reverted to her earlier form. They put the sapphire into a small box until it would be needed later.
 
 Leo put the World's Finest next to the box, and making sure he had the right page open, opened the box. As Leo's visage melted away, the form which took his place was a brown haired vision of feminine perfection. She reached into the box to get her costume, and Black Flame, one of Superman and Supergirl's superpowered foes from the bottled city of Kandor, put on a sleeveless blue body stocking with expanded shoulders. This was followed by blue gloves which covered most of her arms but not the hands, and ankle high stiletto heeled red boots which she pulled on. Black Flame then hooked a red cape to her shoulders, put a red domino mask over her eyes, and finally placed a ring on her right ring finger.
 
 "We'll use this same book to let Mary Jane do her next transformation," Black Flame said. "Then just watch what I will do with this Brain Command ring." Black Flame then asked Carol to change into Star Sapphire, and use her gem to generate some civilian clothes for her to wear. This done, Black Flame once again spoke Carol's name aloud, and with both women in civilian garb, awaited Mary Jane.
 
 That evening, Mary Jane knocked at Leo's door, and was met by two women she didn't recognize, but assumed to be Leo and Steve. "Good evening, ladies. I hope you'll let me in on what you have done before my arrival," MJ said as she hung her coat.
 
 "Why certainly, Mary Jane," replied Black Flame, "we've checked some more comics and found some more characters to do. A new one for you is waiting in the bedroom. Why don't you go on in, the page is already set for you. Just open the box, and your next character will appear. We'll wait out here for you."
 
 As Mary Jane proceeded to the bedroom, Black Flame quickly got back into costume. Carol watched, biding her time.
 
 In short order, a petite blonde in a striking blue leotard and skirt with red boots and cape came into the living room. "Hello, Supergirl," said Carol.
 
 "Wow," she replied, "how could you have known this was another of my favorite characters? I've got all of Supergirl's powers, and in this form, I could be a real force for good!" Supergirl then watched in awe as Carol opened a tiny box, and was transformed into Star Sapphire.
 
 Black Flame then said, "Do you recognize me, Supergirl, or can I call you Kara?"
 
 "Sure," Supergirl responded, "Kara is fine, but I'm sorry, I can't place you."
 
 "That's too bad, Kara," sneered Black Flame, "because if you had, you'd have known that I'm Black Flame, and not to let me get near you!"
 
 Black Flame, equally as strong as Supergirl, grabbed onto her arms to hold her still. Aiming her Brain Control ring into Supergirl's eyes, she said, "Kara, forget any thoughts you had about being 'a real force for good.' In a different story, a part of you split off to make a totally evil twin with no scruples at all. You, Kara are now that evil twin. Your name is Satan Girl. Star Sapphire, would you please give Satan Girl her costume, with that one modification we discussed?"
 
 Star Sapphire concentrated on Kara's form, and in moments, the blue and red costume was replaced with a black one which covered Kara's body completely, from the cowl over her head to her toes, which she happened to be standing on thanks to the incredible heels on her ballet toed boots. Being super meant walking in the boots was no problem. These were completely different from the boots that the comics Satan Girl had worn, but fit the fetishes that both Steve and Leo had shared earlier in the day. "Ah, thank you for this opportunity, Black Flame, Star Sapphire," Satan Girl said. "Now, do me a favor and come a bit closer."
 
 As the other two super villainesses gathered closer to Satan Girl, she put her super hypnotic ability to use. "You both probably have full recollection of who you have been, as I still do. Unfortunately for you, I command you to lose all ties to past identities. Where we had been two villainesses and a heroine, then three villainesses, with probable plans by you to merely act out a role while having fun, you are both now the evil characters you are portraying, and thanks to you, Black Flame, I'm the most vile and maleficent of the lot! Now, let's go create some havoc!"
 
 Will any way be found to restore Supergirl to her right mind, bring back Black Flame and Star Sapphire to their original identities, and prevent the collapse of civilization as we know it? The Old Man at SRU may be the only hope...
 
 
 Part 4 - The Good, the Bad and the Breathtaking
 
 The very moment that Satan Girl hypnotized Black Flame and Star Sapphire, the wizard's mystical warning system went off. The magic used at the Spells R Us shop was intended to cause fun and a bit of mayhem, but never true evil. Therefore, whenever one of the SRU-derived spells diverted toward evil, the old man got the word. Mere moments after Satan Girl said her fateful words, he walked through Leo's dorm room door.
 
 The three villainesses turned to see who dared to intrude on their scene. The old man raised a magic shield just in case, then approached the ladies. "My, my, my, what a fix you've gotten into this time! There are enough super powers among the three of you," he said, "to easily destroy or rule the world. I'd be expelled from the guild if I allowed any of you to harm anyone, so..."
 
 The wizard raised his right hand, waved it in front of the women, then said, "You've all got your identities back now. Would you please tell me who's who?"
 
 Black Flame spoke up first, saying, "Looks like you've saved the day once again. I'm Leo, and just like you prevented me as Catwoman from going too far, you've stopped us."
 
 "I'm Joseph," said Satan Girl, "you remember, I visited your shop last week."
 
 Star Sapphire then added, "My name is Steve, and I met Leo and Joseph yesterday evening at the mall while they were there as Diana and Mary Jane."
 
 "Okay," said the wizard, "I guess the situation has calmed down here. Leo, you're going to have to be more careful in how you use the costume box, or I'll have to take it back to the shop."
 
 "Sorry, old man," said Black Flame, "I promise I'll make sure somebody always has their own mind as a safety valve from now on. Can I please keep the box?"
 
 The wizard pondered a moment, finally getting a chance to fully evaluate the comic character women. "You've certainly done a good job using the box," he said, "so I guess I'll leave it with you for the time being. Just try to be more careful!" With that, all three ladies surrounded and group hugged him, and before all that ultra feminine chest development could make a lasting impression on him, the wizard popped out of the grope and zapped back to his shop.
 
 Black Flame pulled out of the huddle, and said, "Well, we do have these super powers. Let's enjoy them for a little bit while we still have them. Satan Girl, would you rather go back to Supergirl for the time being?"
 
 As she looked down at her voluptuous figure clad in black, with her feet perched on her toes in the ultra sexy boots, she said, "As much as I'm enjoying the way I look right now, I doubt this would go over very well if anyone saw us. I guess Supergirl would be a better bet."
 
 Black Flame motioned to Star Sapphire, and with a bolt of purple energy, Kara once more had on her blue and red costume. "Uh, girls," Kara said, "I know Supergirl had these wimpy flat heeled boots in most of the comics, but in some of them the boots had nice heels. Could we change these?"
 
 Star Sapphire took aim with her right hand, fired a short burst of magical energy, and Kara's eye level rose six inches. "Ah, much nicer," she said. "Thank you very much!
 
 The three girls then stepped outside and took off to soar through the air. Marveling at the experience, they decided to take a speedy trip around the globe to see what they could see. "Star Sapphire, are you going to have any problem using your gemstone's power to keep up with our Kryptonian derived powers?" asked Supergirl.
 
 "No," she replied, "my power is derived from will power, so no physical exertion takes place. I'll keep up just fine."
 
 With that, a blue, red and pink blur was seen by those below as the beauties went on their world tour. Stopping along the way to cork an exploding volcano and divert the waters from a burst dam, the three got back to Leo's dorm four hours later.
 
 After each of the girls used the box to get out of character, the guys sat down in the living room. "This has been a real blast," Steve said.
 
 "Yeah," Joseph added, "I hope you'll let us have some more fun with your box, Leo."
 
 "I think as long as we don't get the wizard alarmed, we should be able to do all kinds of fun characters with the box. If either of you sees some good images or stories in the comics and gets some ideas, let me know, and I'll get together with whoever we need for the scenario. Now, let's all get some sleep! Superwomen may not need rest, but I'm bushed."
 
 With that, Joseph and Steve departed, and Leo retired to his bedroom.
 
 
 Will we see more comics bad girls, even some good girls? Aw, c'mon, you just know it! Part 5 is being worked on, so someday...

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