Part 1: Ms. Smith's Nefarious Plan

Smith Prime examined the two subunits standing in front of her. Both of them had good but not spectacular builds with short black hair, a crew cut in the case of the male. She reached out to each one and fondled their genitalia firmly.

No reaction. Good. They would ignore all irrelevant input in pursuit of their function.

"Orders?" asked the male, Smith One.

"Should we engage pursuit mode?" added Smith Two.

"Negative," decided the Prime. "Logic indicates that the Hi-Tech unit will seek her programmer for further instructions. The two of you only have a 48.622% chance of success if all off them are together. The odds are unacceptable."

Since they only existed to fulfill their Prime’s wishes, neither of the others made any more comments for the minutes that it took the first Ms. Smith to work through the problem.

"Continue with Program Omega," she finally commanded. "Engage MIB mode and seek additional subjects for conversion. Superhuman if possible but not necessary. Low profile."

"We comply," they said in unison as the same extruder units that created their skin formed black business suits around them. They accepted sunglasses and other accouterments from the Prime and went out, looking for more people that could be bent to their sinister purpose.

Ms. Smith then turned and stared at the poster on the wall.. The two happy BabeWatch women stared back at her, their breasts thrust out, sunshine gleaming in the background. She reached out and took the poster off the wall, still staring at it. "Hello, pin-up girls," she said. "What should we do with you? Maybe I should just roll you up and stick you in a tube? Maybe I should just use you as kindling in a fire?" She wasn't smiling. Her voice was flat and emotionless.

The eyes of the two pin-up girls pivoted slightly in Ms. Smith's direction. They were still smiling, but not quite as brightly as before. "Oh," Ms. Smith said. "You can hear me, can't you? Well, maybe if you're lucky my master - my true master - will make use of you. Mr. King likes beautiful girls like you."

Ms. Smith reached under the desk and brought out the play telephone again. “Mr. King, it’s Ms. Smith. I’m afraid that our worst fears were confirmed, sir. Jester has not only gone completely rogue, but he’s become psychotic as well. I’ve activated the Omega Protocol as per my programming.” She listened for a moment, another of those humorless smiles growing on her lips. “Yes sir, I thought you would see it that way. I’ll save what I can and eliminate the rest. Speaking of which…I have two mundanes converted by Pikture Perfekt. Should I send them to you?” She nodded and pulled out a metallic device that looked like a mailing tube from under the desk. With one last look at the two swimsuit clad women, she rolled them up and placed the poster in the tube.

When she set it down, she pushed a button on the top and it disappeared in a cloud of sparkles.

“Yes sir. I’ll be prepared to accept delivery once you’ve…finished with them. Rest assured that I’ll use every resource at my command to eliminate this threat to the organization.” And as she hung up the phone, she added, “And then I will come after you, Mr. King. Nothing must interrupt The Program.”

In an alley on the bad side of town, a rather large and slovenly latino man was smacking around a scantily clad teenager dressed in high heels and entirely too much makeup. “Rico, stop!”, she begged, falling to the ground yet again. “I’m not holding out on you, honest!”

“Estupida bitch!” he spat, kicking her while she was down. “How dumb do you think I am, huh?” He turned suddenly as he heard footsteps. Two figures, a man and a woman, both in business suits and sunglasses, were moving towards them. “Aw right!”, he called out, turning to face them. “Dat’s close enough!”

Surprisingly enough, they did as he asked. The man cleared his throat. “I want the woman.”

“Eh?” Rico asked. “Oh, I see…sure, you can have her. $20 for….”

“You too,” interrupted the woman. “You will come with us. Comply and we will not injure you.”

Not the smartest hat on the rack, Rico pulled his piece. “Eh? You two loco, threatening me? I’ll blow you away!”

The man in the suit opened his mouth wide, a high-pitched whine coming out. Rico’s gun disappeared. Along with the hand holding it. He fell to the ground screaming.

Sally had curled into a ball, wishing she had never run away from home in Peoria. A gentle hand touched her shoulder and turned her around, forcing her to look into a pair of strangely glowing and flashing eyes.
 
 

Part 2: The Team Gets Back Together

Hi-Tech landed in an out-of-the way alley. Based on Mr. Jester's current trajectory, he'd be coming by here in a few minutes. She would link up with him, tell him about what had happened with Ms. Smith, and proceed from there. She figured that they had two main priorities. Find a suitable hideout, especially now that they were most probably fugitives, and somehow make contact with Pikture Perfekt and China Doll and have them meet up with them at some point. Not only were Pikture Perfekt and China Doll too valuable to lose, but they were her fellow slaves, and she had a definite loyalty to them, despite the fact that they were a little on the dumb side sometimes.

It occurred to her then. The chip with Batman's memories. She'd scan through it and find the location of a suitable hideout. She placed the disk in her wrist drive and began a simple search function. Then she turned to Rachel, who was standing staring off into the middle-distance, her mouth slowly chewing on the bubblegum. Hi-Tech reached between Rachel's legs and clutched the special dildo, pressing a button on its tip. Then she gently nudged it in deeper, until it had vanished completely inside her pussy. There was no seam or break in Rachel's costume, not even a bump to show that it was there, but Hi-Tech knew it was there, and Rachel definitely knew it was there. You could see it in the expression on her face as her eyes slightly crossed. She rubbed her legs together and moaned slightly.

"Oh, you sure like that, don't you, Rachel?" Hi-Tech said. "Can you do me a favor? Can you talk to me a little? Tell me how you're never going to surrender. Tell me about how you’re going to keep fighting. Tell me about all those things."

Rachel made a small, plaintive noise, and then she said, "I'll never...I want to..."

"I love..." Hi-Tech said, sounding out the words slowly, as if she were talking to a baby. "I love...I...love...Hi-Tech. I...love...Hi-Tech..."

"...love..." Rachel said. The song in head was playing for the fifth time, and the bubblegum tasted so good, and the thick dildo inside her was beginning to do something. Something wonderful.

Jester-Flash, the new Wonder Woman, and the captive Green Lantern were making their way back to the office. Of course, they could have been there much faster, but he opted for a more surreptitious approach. After all, they couldn’t just walk down the middle of the road with another hero thrown over their shoulders!

He was still mulling over what he was going to do when he saw Hi-Tech and Surrealist landing in an alley nearby. “Over there,” he ordered the puppet-like heroine.

Hi-Tech broke out in a relieved smile despite her master’s original anger. “What the hell are you two doing here?”

Quickly she had explained what had happened. “It looks as if Ms. Smith was some sort of a robot with defenses for all of our powers built in ahead of time, sir. I don’t know who was pulling her strings and what they were going to do with us, but YOU’RE the only person who controls me!”

Jester couldn’t believe what Hi-Tech was saying. This was just too much. He needed time to think….

“If you’d permit me, sir,” she continued deferentially, “I took the liberty of looking through Batman’s memories. He was actually Bruce Wayne, a fact that I’d already deduced from the Elizabeth Wayne debacle. What we need first is a place to retreat to, a hideout where we can make plans. Since Beth has been captured by Ms. Smith, I’d suggest that we go to the Batcave and come up with a plan of action.”

"Good idea," Jester said. He smiled and looked over at Rachel. "You've been doing some good work lately, Hi-Tech. I notice that you've helped The Surrealist to see the light." Rachel was standing with her eyes closed, her body squirming slightly in her skin-tight costume as she listened to the happy song within her head.

"I'm still working on her a little," Hi-Tech said. "I'm using my pneumatic self-molding dildo on her as we speak. It changes its shape to fit her pussy exactly." Hi-Tech wrapped her fingers around the index finger of her other hand, to illustrate the perfect fit. Then she turned to Rachel. "She loves it."

Jester-Flash laughed. "I see that she does. Excellent work Hi-Tech." Hi-Tech's spirits soared at the sound of these words. It was so wonderful to be back in her master's good graces. " On to the Batcave," Jester said.

As they headed towards Wayne Manor, Hi-Tech continued, “Speaking of Surrealist sir, I think we should consider changing her powers. First, since Ms. Smith knows about them, the surprise factor of her abilities is gone, especially since she had a force field that could defend against it. And I’ll admit that I was never fond of their…random nature. Lastly, since Ms. Smith destroyed the remote, we’re missing an important piece of equipment. I propose that we ‘modify’ Rachel to naturally have the abilities that the remote possessed.”

“A good idea,” Jester agreed, “but without the transformation box I’m tapped. I don’t think I can make a new one, not without Mr. King’s ‘funding’.”

“Well,” answered the brunette thoughtfully, “since you have Green Lantern, it’s possible that I could take him over. Then I could use his ring to create devices, even something like a subetheric generator that would recharge your abilities. And once we have the remote back, perhaps we can do something about making Wonder Woman a bit more active participant in the group.”

“I was hoping that I’d be able to bring her around using the lasso,” Jester sighed, “but all she does is sit around and pose unless you give her a direct order. But what you say makes sense.”

He took a deep breath as the group alighted just outside of the estate’s walls. “Hi-Tech, you and Surrealist go to the Batcave entrance, deactivate the security devices, and get yourselves established there. Wonder Woman and I will take Green Lantern into the mansion and subdue…what was his name?”

“Alfred, sir.”

“This Alfred guy. Contact me if there are any problems.”

Hi-Tech reached into her backpack and removed a small pink leash and fastened it around Rachel's neck. She gave the leash a small tug and Rachel followed obediently, taking little steps in her high-heels. The dildo inside her made it difficult for her to walk any other way. "You're coming along really nicely, Rachel," Hi-Tech said casually as she deactivated the first security device: a simple infrared camera eye and automatic laser. It was a pretty spiffy device, but relatively straightforward, and easy to remove.

Hi-Tech called up some scans on her HUD visor. Rachel's respiration and heart rate and all sorts of other intimate details of her physiology. "I thought you might be a tougher nut to crack, but from my readings here, it looks like your mind is really opening up to me. I can't tell you how excited that makes me feel." She turned and looked at Rachel as she worked on the second security device. "I really do like you. You're the total package. Brains. Body. Personality. What do you think of that?" As she asked the question, she boosted power to the dildo a bit.

Rachel's eyes crossed slightly and her smiled widened as she fidgeted. "Gosh," she said. "Gosh. Oh. I love it. I really do." Hi-Tech lowered the power so that Rachel could think a little better. She was working on two things at once. She was onto the third device already. "I love Hi-Tech," she said. It was the first time she had said it so clearly. She was crying again.

Soon they were in Batman's inner sanctum. The computer set-up almost made Hi-Tech squeal. "This is great," she said. "I like the high ceilings. Don't you?" She tugged on the leash again and Rachel followed her. They stood at the center of the room and Hi-Tech spun around, hands outstretched. "I really like it here. I wonder where the bedroom is? I like to sleep on the left." She ran her hands along Rachel's ass, down to her thigh.

Rachel didn't really care where she was too much, but she liked how Hi-Tech's hand felt moving down her sleek body, and she liked the leash around her neck, and the happy pop song playing in her head. At first she had thought that the words to the song had been nonsense, but now she knew that they made more sense than any other combination of words in every book and song in the whole wide world. Oh, happy slave, the singer was singing, fuck fuck me, fuck and happy and bounce, and jump and bounce, happy, fuck, fuck, oh, slave, fuck, happy, fuck me, happy, fuck me happy, bounce, smile, happy, fuck, dumb, stupid happy, slave, dumb. It was pure poetry. It was the truth. It was more than the truth.

The engineer stopped her tinkering as Rachel cried. She leaned in and gave the other woman a deep kiss. “I love you too, dear,” she echoed, taking a moment to cup a breast in her off hand. The kiss was answered, completely and without reservation.

However, there were times to play and times to work, and this was definitely work time. Reluctantly, she pulled away from the blond and sighed. “Much as I’d like to ravage you right now, I can’t. Mr. Jester wants full control of the Batcave by the time he gets down here.” Then an evil gleam came to her eye. “Tell you what, sweetie. Why don’t you dance for me while I work on the computer?”

“Sure!”, Rachel chirped happily, ecstatic that she could do something to please the woman that meant the whole world to her. She flipped acrobatically to the middle of the room and started to gyrate. The song became her world as she moved in time to its demands. Frankly, it wasn’t a dance so much as a routine of displays meant to show her total subjugation and loss of modesty, goals she showed admirably.

For all her previous struggles, she now belonged in mind, body, and soul to Hi-Tech and Mr. Jester.
 
 

Part 3: China Doll and Pikture Perfekt's Poster Adventure

In their poster world, Pikture Perfekt and China Doll were talking about what they wanted to turn Mary Jane into next. They had pleasured themselves with his double-dicked male body, than turned her back into a woman and run her through her paces, then back into a man. Then they had turned her into a big beachball and put her aside while they had some fun with each other. But suddenly, Pikture Perfekt straightened up and said in a serious voice, "something's wrong." It was the only time China Doll had ever heard her use that tone.

"What's the matter?" China Doll asked.

"Something's happened to my pin-up girls. They told me. Up here." She pointed a finger at her head. "Right before they lost contact with me."

"We should investigate," China Doll said.

"No," Pikture Perfekt said. "When they told me. It was a warning. We need to go."

"How?", China Doll asked. She didn't like to run, but something about the tone of Pikture Perfekt's voice made her concerned.

"We'll travel through the two-dimensional world," Pikture Perfekt said. "We can just pop out of someone else's poster on the other side of town." She smiled. "It'll be fun."
 
 

Part 4: Assault On Wayne Manor

Alfred hurried to the front door. It was very rare that Mr. Wayne had visitors, especially ones that emerged right at the front door without making an appearance at the front gate. His amazement deepened as he saw several members of the famed Justice League standing on his front step. “My word!”, he said, expressing about as much surprise as a properly raised manservant was ever supposed to.

“Sorry to intrude Mr. Pennyworth,” the fake Flash said, “but Green Lantern’s been injured. Mr. Wayne said that we could put him here to recover.”

“Of course sir,” the butler replied. “Right this way!”

As they went through the empty halls, Flash asked, “Are there any other servants here? We need to keep this…low profile. I’m sure you can understand.”

“No sir,” he answered as he let them into one of the bedrooms on the second floor. “We’re all alone here and I assure you that you can rely on my discretion. Dreadful business this Surrealist thing. Was he injured fighting her?”, he asked as the amazon placed him on the bed.

“Not exactly,” the speedster answered with a quirky smile. “Wonder Woman, now.”

As she straightened, her hand wrapped around the lasso. With a flick of the wrist, it uncoiled and trussed Alfred up like a turkey.

“That’s that,” smirked Jester. “Hopefully things are going well downstairs as well. Come along.” He motioned for Rebecca to follow him and he headed downstairs, where he found Hi-Tech hard at work and Rachel performing a little dance for her amusement.

"Hi, Mr. Jester. Hi, Rebecca," Rachel said, casually waving as she danced. She threw a small pelvic thrust in Hi-Tech's general direction, then put her arms above her head and swayed from side-to-side. The effect was made more erotic by the fact that nobody could hear the music but her. The echo of her heels reverberated throughout the cave. It was a sound Hi-Tech liked to listen to as she worked.

Jester and Rebecca-Wonder Woman walked over to H-Tech. Batman's butler Alfred and Green Lantern followed behind, wrapped in Wonder Woman's golden lasso. "How are you coming along?" Jester asked.

Hi-Tech stood up and smiled proudly. "Cave secure, sir." Rachel was dancing in the background. Hi-Tech glanced at her over Jester's shoulder.

"Good," Jester said. "First thing I want you to do is figure out some way for us to contact Pikture Perfekt and China Doll. And as soon as the random elements of removed from Surrealist's powers, I want her to use those transformation powers on her sister. We no longer need a Wonder Woman. She would be more useful in some other form." He turned and indicated Rebecca with a smile.

Hi-Tech looked at Rebecca. She couldn't wait. Maybe she would restore her mind to normal, then break it gradually, the way she had with her sister. She looked over at Rachel again, who was cupping her breasts in her hands and moving from side to side. A nice matching set, Hi-Tech thought. Two pairs of lips. One for each of Hi-Tech's breasts.

Hi-Tech still had memories of her childhood. Jester had allowed her to keep them. She remembered being taunted for being good in classes, for being shy and small. She remembered looking at the popular girls with a mix of awe and apprehension and a faint tug of attraction as they traveled in their tight little circles, talking about parties Hi-Tech had never been invited too.

It didn't matter much now. Hi-Tech had a different life, after all. But she couldn't help wondering how popular Rachel and Rebecca were when they were younger. Probably very. There was a certain kind of girl. Not the ones who were openly catty, but the ones who were beautiful and nice and good at school as well. They seemed removed from the world, especially from Hi-Tech's world, which seemed much more gray and drab. She guessed that Rebecca and Rachel had been two of these girls.

But they weren't distant anymore. They were hers. They were her very own. Thinking about it that way, Rachel's control seemed even more satisfying. Hi-Tech was very satisfied.

She led both of their captives into chairs and had them sit. “Neither one of you can move or do anything else until I tell you that you can, okay?” she ordered in a cheery voice. “Both of you will be good boys and follow along with whatever we do to you. And you, Alfie, why don’t you just have a little nap.” She then removed the lasso and backed away as the butler nodded off.

“Wonder Woman, Flash,” demanded Kyle. “What are you doing?” He struggled to get up, but even his will was no match for the lasso’s compulsion.

“I’m afraid that I’m not the Flash any more,” the former Justice Leaguer smirked. “And Wonder Woman isn’t quite feeling herself either. But that’s okay, because you’re gonna be joining us real soon.”

Hi-Tech found what she was looking for, two matching headbands with strange circuitry and all kinds of flashing lights as well as a syringe filled with a strange green fluid. She took the pack over to Jester. “Hold on to this for me for a while, okay?” Then, a lewd sneer still on her face, she sat in the Green Lantern’s lap, straddling him and pressing her crotch against him.

“Uhhhh, what’re you doing?”, he asked as she placed one of the headbands on him and one on herself. He could feel himself starting to rise to the occasion as the voluptuous vixen wantonly rubbed against him.

“Silly boy,” she murmured huskily, “haven’t you ever had a lap dance? But this one has a special twist. Y’see, these things I put on our heads are designed to switch my mind into your body and vice versa when you come. That way I can use your ring.”

“Won’t work,” he groaned as she started to kiss him. “Long as I’m close, I don’t have to…be wearing the ring…my will…stronger than yours….”

“That might be true,” admitted the temptress, “which is why I’m injecting myself with a high potency aphrodisiac.” Pulling away from him a bit, she freed both of her tits from her costume and jabbed the hypodermic into her nipple. “While you’re in my body, you’ll be so horny…so horny…that you…won’t be able…concen…concentrate…” Her explanations rapidly dissolved into guttural grunts of pleasure as she began to assault the helpless hero.

“And as much as I’d like to keep you occupied,” Jester-Flash added, watching the display, “I’m afraid I’ll be busy elsewhere…not to mention the fact that I’d promised the real Hi-Tech a good fucking as her reward. So I guess you’ll just have to settle for having a steamy lesbian tête-à-tête with Wonder Woman.”

The now naked amazon fondled herself in anticipation, already wet and ready for action.

The Justice Leaguer had no choice but give in to the erotic stimulus even though he knew the dire fact that awaited him. A part of him couldn’t help but think “What a way to go!”
 

Part 5: A Sidekick For Pikture Perfekt

Across town, Victor Amaeus was reading a comic book in his room. He was bored out of his mind, and not an hour before he had gotten into a pretty bad argument with his father. His dad hadn't wanted him to go to the all-ages show that Saturday - he said that Victor was too young.

Victor had tried to explain three things to him. One, Victor was fifteen, and plenty old enough to take care of himself. Two, it was an all-ages show. There were going to be younger people there than him. And three, it was straightedge music. It was more wholesome than going to the mall, he had said. Vegetarian punk, he had said, which had started a whole other conversation about Victor not eating right.

Now he was in his room reading an old comic book. He put the comic down and looked at his clock. It was eight-thirty. He'd give it another half-hour and then go downstairs and make nice.

He had a black-and-white poster on his wall. It was a photograph of a mountain his father had given him for Christmas. He could never remember the name of the mountain.

He had noticed something strange about it now. It was changing. The sky was turning blue. The grass in the foreground green. It was in color now. Victor got off his bed and examined it more closely.

Between the mountain and the foreground there was a small field, and he noticed that in the field there were two women. He had never noticed them before. They were very small and faraway, but he noticed that one was Chinese. The other was blond and dressed in a skintight yellow costume. They were both incredibly beautiful.

And they were moving. They were walking closer.

The two figures in the poster got bigger and bigger. All he could do was stare as they approached and finally stepped THROUGH the poster into his room. He did what any red-blooded boy would do.

“Thank you, God!”, he crowed, even though he’d never seen Animal House.

“I thought we’d never make it,” sighed Pikture Perfekt, ignoring the child for the moment. “It seems like we were walking forever! Damn panoramic shots!”

China Doll was not quite so oblivious however. She took in their surroundings. “Are you sure this is where we wanted to be?”, she asked gently, not wanting to offend the radiant goddess that she loved so dearly. “I don’t see how anything here can help us.”

"Hmmm," Pikture Perfekt said, as she looked around the room. "I think you might be right. Travelling in two dimensions isn't very dependable. But at least we got away from the office." That's when she noticed the boy standing there, gawking at them. He was kind of skinny, but kind of cute too. "Hi," she said. "I'm Pikture Perfekt. This is China Doll." China Doll nodded hello.

"What's going on up there?" a voice from downstairs yelled. It was Victor's father. Pikture Perfekt turned to the sound of the voice, then back to the boy.

"Um, my name is Victor." He could hear footsteps on the stairs now. The two women were turning and entering the poster again. They were going to get away.

Victor looked at the door, then back at the poster. Just as the bedroom door was opening, he ran over to the poster and jumped after them.

His father walked into the room. There was nobody there. He looked around, more annoyed now then ever, and then paused as he noticed something. "I could have sworn that poster was in black-and-white," he said.

And back in the poster world, the two superhumans looked in surprise as the boy fell to the ground behind them. “Should he have been able to do that?” asked China Doll.

Perfekt shrugged. “Beats me. But I guess he’s along for the ride.” She reached down to help him up, giving him a little smile. “C’mon Victor, we’ve gotta keep moving.”

More than a little intimidated by the spread of cleavage before his eyes, it took the youngster a few moments before he gingerly took the hand and got to his feet. “How were you able to do that?”

“I’m Pikture Perfekt!”, she declared as if that explained everything. When the confused look on his face didn’t go away, she added. “I make pictures of stuff and then I can work with ‘em. Walk into them or change them or all kinds of stuff.”

“COOL!” he exclaimed, looking the two of them over. God, he’d like to score with two hot looking babes like them. “Could you give me powers too, since I’m in the picture with you?”

"I don't know. I might be able to let you do things in the picture but I'm not sure if you'd still be able to do it in the 3-D world."

"Perhaps if you gave him some ability that has something to do with his body," China Doll suggested.

"Oh, that's a good idea."

"What do you mean?" Victor asked.

"Well, I could give you wings or claws or big muscles. Change the way you look so you'll look that way when you're out of the picture."

Victor tried to keep his cool as the two women discussed his fate. Leaving himself to China Doll’s not so tender mercies didn’t sound like a good idea. On the other hand….

“Uh, Pikture Perfekt? If I don’t like being a girl…I mean, I don’t have to stay one for the rest of my life, do I? You’ll change me back if I don’t like it, won’t you? I mean, I’d really REALLY like to be your sidekick and all, but that being turned into a girl thing is kinda freaky.”

She nodded sympathetically. “Oh, I can understand. I was scared once too. I think.” Her brow furrowed as an errant thought of her own transformation flitted through her head and was gone. “Anyway, you can try being a girl for a while and if you don’t like it, I’ll turn you back. But I get to choose what your powers are, okay?”

He thought a moment. Again, this was awfully risky, but he had to keep up with them. Not to mention the fact that he’d been looking for something to liven things up. This was about as unusual as things could get. “Okay,” he said, “I’ll do it. I wanna be your sidekick. You can do whatever you want, long as you fix the stuff I don’t like.”

Pikture Perfekt, China Doll, and Victor passed through another poster. This one was also of a natural setting, complete with trees, a babbling brook, and annoying little animals. Pikture Perfekt had decided about twenty minutes ago that she hated nature. It was murder to walk in with her high heels, and it wasn't nearly as pretty to look at as her.

But another poster was coming up. She could see it in the abstract distance. It was going to be much nicer.

"So it's a deal," Pikture Perfekt was saying to Victor. "I'll turn you into my sidekick, complete with superpowers and everything." She smiled at him. "My girl sidekick, that is, because that's what I want."

"...But if I don't like it I get to turn back..." Victor said.

Pikture Perfekt nodded in agreement. "That's right. If I don't like you that way, I'll turn you into something else."

"Um, that's not what I said."

Pikture Perfekt waved her hand dismissively. "Whatever."

"We could kill him and bury him here," China Doll said. "The ground is soft. I'll dig the hole." She kicked at the ground with the toe of her shoe.

Victor gulped again. If the thought of being dead wasn't frightening enough, the idea of being buried in somebody's poster really gave him the creeps. He had better act fast. He figured it was better to have a body - regardless of whether that body was male or female - than no body at all. "Let's do it," he said to Pikture Perfekt. "Let's do it now." He closed his eyes tightly in anticipation. Pikture Perfekt smiled and placed a hand on his head.

The effect of Pikture Perfekt’s touch was immediate. Victor’s hair began to lighten and grow longer; flowing from his head into twin ponytails that reached her cute little ass. The hardness in his groin faded, only to be replaced by other wonderful sensations. His clothing vanished, replaced a moment later by a pink pantsuit with bell-bottoms and platform high heels, everything arranged with strategic cuts to show his new womanhood to its fullest effect. A few gold belts and bangles completed the effect. [I’m kind of thinking of the early 80’s version of the Legion’s Phantom Girl as far as the look goes - Fashion Designer ML]

His moan of ecstasy grew higher and higher until it was a dulcet soprano. In a matter of moments, it was done, and Victor was gone, leaving a bubbly blonde teenager in his wake.

“Who are you?” asked Perfekt.

“My name’s Paparazzi!” she chirped in a girlish giggle. “I’m your sidekick!” She did several cartwheels and backflips out of sheer exuberance.

“I hate perky,” remarked China Doll levelly.

Ignoring the martial artist, the young girl continued, “I can do all kinds of stuff! I take pictures of things like you do and I can teleport us wherever we want to go, so we can do photo shoots in all kinds of exotic locations!” She bounced back over in front of the other blonde, beaming brightly.

“And how do you feel?” asked Pikture Perfekt, only a hint of a malicious smirk showing on her lips.

"Great!" Paparazzi said. She couldn't believe that she had hesitated even for a second about becoming a girl. God, what a loser she had been. She looked down at herself, her pert breasts and toned stomach and great new costume. "I love what you did to me," she said. She pointed at her head. "Up here especially. What you did to my head. It's like you turned my brain inside out." Her eyes crossed slightly and she stuck out her tongue in a goofy expression. "I feel so silly."

"And stupid," Pikture Perfekt said. She held up her fingers about an inch apart. "Silly and stupid. I made your mind kind of teeny weenie. Because little girl sidekicks should be stupid and silly and perky."

"Gosh, yes!" Paparazzi said, and she hugged Pikture Perfekt, pressing her face against the other woman's breasts. "You tricked me," she said, in a quieter voice, still hugging her. "That's my favorite part. I love that you tricked me."

They turned and separated and began to walk again, passing through another poster. It was a Baywatch poster, and as they walked through it, Pikture Perfekt, China Doll, and Paparazzi's costumes immediately changed into red Baywatch-style bathing suits. "When in Rome," Pikture Perfekt said in explanation.

"Awesome!" Paparazzi said, looking down at herself. "I'm a Baywatch babe."

China Doll leaned over and whispered in Pikture Perfekt's ear. "It's not too late to kill her," she said. "Two fingers to the eyes. Very painful. Very slow."

They stopped in the middle of the beach and looked around. Pikture Perfekt put her hands on her hips. "I think we're lost," she said, and then she noticed something. She held up her finger and pointed. "Look," she said. "Someone's watching us." She kept her hands on her hips and pushed out her chest. "There you go. Take a look at this," she said, and there was a sudden flash. "Let's go," she said. "I think this is where we make our exit into the three-dimensional world. Then we can find Mr. Jester and maybe pick up some more 'friends' along the way." She stepped out of the poster and China Doll and Paparazzi followed.

There were two men in a living room, staring slack-mouthed at the poster. A single pose had turned them into dumbfounded little toys. Pikture Perfekt patted one on the head. "Hi," she said. "We're your Baywatch girls. Have any more beer?" She lifted the beer from the man's hands. All three of them were still dressed in red Baywatch swimsuits.

The television was on. It was a football game. China Doll walked over and kicked her foot through the screen with a roundhouse karate move. "I hate football," she said in a low voice. "Such a violent sport."

“Okay Paparazzi,” her Pikture Perfekt said, “time for you to show us your stuff.”

“Sure!” enthused the younger blond, skipping over to one of the men and pulling him off to the side. “Okay, work with me now!” At her behest, the one she pulled aside began to pose and flex. She mimed holding a camera. Strangely enough, one could actually hear the shutter making its normal staccato clicking as well as modeling music in the background. Finally, he moved into a position she liked. “That’s great! Just hold it…THERE!”

In a flash of bright light, he disappeared and an 8x10 glossy fluttered to the floor. She pranced over and picked it up, showing the man in the beer-stained T-shirt was now on the Mr. Universe bodybuilding stage, posing just like a real weightlifter. Unfortunately, he had neither the build nor the looks for a professional athlete so the result was kind of disappointing.

“Sorry!”, she said contritely, hopping over and giving the photo to Pikture Perfeckt. “I tried my best but…he was kinda butt ugly!” She giggled and waited to see if her mentor approved despite the flawed subject matter.

Pikture Perfekt looked critically at the photo Paparazzi had eagerly presented for her approval. “Nice composition,” she remarked, “but you’re right, the subject matter sucks. However, that’s something that I can change….”

The photographed student in the sweats began to shimmer and shift, becoming an almost obscenely muscular weightlifter in a tiny thong. His body, shiny with oil, glistened and rippled with power. Almost as an afterthought, the tiny bikini brief disappeared, letting a thick cock flop down to mid-thigh.

“Ooooh!!” screeched the teenybopper, hopping up and down excitedly. “Nice touch!”

“And how about you?,” asked Perfekt seductively, murmuring in China Doll’s ear. “I want you to be friends with my sidekick too. Let her show you how useful she can be. Have her make this schmuck into anything you want. My gift to you, lover.”

China Doll looked critically at the second man. He was quite a piece of work: beard stubble and a big paunch and a haircut that looked as if he had done it himself. He was staring at Pikture Perfekt with wide eyes and gibbering softly to himself in adoration. "Hmmmm," China Doll said. "I'd like a new costume, actually."

Paparazzi looked around the room and picked up a catalogue thrown in the corner. Most likely the two men had it for the lingerie section. She held it open in front of the man and said, "C'mon. Jump in."

The man stood there looking at Pikture Perfekt.

"C'mon!" Paparazzi said. She pushed the catalogue into his face.

Pikture Perfekt giggled and stepped forward. "That's a difficult request. Let me help." She lifted one leg off the ground and posed. There was a flash of light. Then, with a second pose and another flash of light, the man was now as flat as a cardboard cutout. She reached out, folded him in half at the waist, and slipped him into the catalogue.

He was in the catalogue now with all the other merchandise, a description and price just below him. Pikture Perfekt touched the photograph and said. "Let's see. Black. Backless. Tight. Supportive. Sensual. Inexpensive." For each word she tapped the picture with her finger, and the man changed and shifted. "Smaller. One size down. Sheer. Lower cut.."

He was unrecognizable as he once was. He was a tight backless black costume with thin chest straps and a belt. "For you," Pikture Perfekt said. She reached into the catalogue and pulled out the new costume, handing it to China Doll. China Doll took it from her. It was the best gift she had ever received, and she wanted to grab Pikture Perfekt and show her how much she loved it, but, of course, that could wait; she didn't want to show any emotion in front of the silly little kid.

Pikture Perfekt knelt down and picked up a wallet that must have fallen out of the pants of one of the men. She looked through it, removing a driver's license. "Nice photo," she said with a giggle, looking at the man's mug shot, and then, with a glance at the new costume China Doll was holding in her hands. "But you look much nicer now."

Pikture Perfekt had an idea. She rested her finger on the driver's license photo and smiled. "I have an idea," she said. "Travelling by driver's license photographs is a little more dull than travelling by poster, but it's easier and more accurate." She began to step into the tiny photo, wiggling into it the way someone might when putting on blue jean's that are too tight. The others stood behind her, waiting to follow.
 
 

Part 6: The Big Mind Switch

Meanwhile in the Batcave, Green Lantern and Hi-Tech had now completely exchanged bodies.

Rebecca immediately lifted Hi-Tech's body in her arms, as if she was a baby and not a full-grown woman. Green Lantern spoke through Hi-Tech's lips. "Wait. No." But the sensations of this new body were almost overwhelming, and the aphrodisiac was powerful. It was a token show of resistance, and Green Lantern returned the hard kiss when Rebecca pushed her lips against his.

The Green Lantern body stood up and smiled. "Save a little for me," Hi-Tech said. "When you're finished, I'm going to show Kyle how it feels to fuck himself." She held up the ring, and strange machinery began to take shape in the room.

Off in the corner of the room, Rachel was still dancing.

In a matter of moments, a weird looking Rube Goldberg device with several spheres revolving around it took shape. Strange energies were flaring around it. Green Lantern then walked up to the Flash. “Okay, stand still,” she asked.

The ring flared to life again. Tendrils of energy surrounded the speedster and then sank into his costume. “There,” she said with a satisfied nod. She looked over to Jester. “Permission to indulge in techno-babble, sir?” He nodded.

“The device over there is a meta-etheric sentience pattern enhancer. It amplifies the hyper-rational psychic waves that power your reality alterations and broadcasts them to the ultra-wave transceivers that I’ve placed next to your skin. The theory behind this is….”

“Okay, I think that’s enough Hi-Tech,” interrupted her master. “I think you’ve exceeded my daily requirement of gibberish.” She closed her mouth and waited for his next order. “Time for a test.”

He took out a post-it note and wrote ‘grenade’ on it. Then he went to the edge of one of the yawning chasms and threw it in, waiting for the result.

Meanwhile, Wonder Woman was pulling off Hi-Tech’s costume and beginning to stroke her pussy as they continued their kiss. Kyle had never been a woman before, of course, but this new body seemed to work just fine on its own. He/she cried in ecstasy as an orgasm ripped through his mind.

“You like that, do you?” murmured the Amazon. “Well, you’re still under the lasso’s command, so be a good little girl.”

Kyle’s mind, overwhelmed by the stimulus, began to wrap itself around the command. Yes, she was a good little girl. She loved Wonder Woman. She loved to fuck. She’d do her best so Wonder Woman would play with her pussy again.

Rebecca grinned as the brunette in her grasp redoubled her efforts. She pushed her pawn down, letting her linger over the ripe tits for a while before guiding her to the blond thatch between her own legs. “Hey Rachel, c’mon over! I think our friend here could use some help!”

On the other side of the batcave, Jester grinned as the grenade exploded. "It worked! Now I just need to gather some more weapons. Speaking of weapons, where did Ultima vanish to? She should be back by now. I need her here. Hi-Tech, send a signal to Ultima. I command her to return here."
 

Part 7: Ms. Smith vs. Ultima

Ms. Smith looked up. "I have detected his powers at the following coordinates," and with which she rattled off several long numbers.

"Half of you are ordered to go and detain, capture, and if necessary kill Mr. Jester. I have need of him, but not too much that I will let him cause a problem. The rest of you, slowly get more people to put into the box."

A group of 10 men and women, all looking very similar to Ms. Smith in cloth, hair color, skin color, with only a slight deviation, but a stick of bubble gum in their mouth, picked up a briefcase, and proceeded to leave the office like a well practiced army.

As the Smiths filed out, a few more Smiths filed in. One of them held a poster in her hands. It was a picture of Mary Jane Parker, a close-up shot of her face. "We found this in the other room," the Smith said.

Ms. Smith took the picture from her and rolled it up into a tube. She placed the poster into a metallic cylinder and placed the cylinder on the ground. The cylinder slowly vanished. Then she walked over to the toy phone on the desk and picked up the receiver. "Mr. King, I've just sent another package to you. That's right." She hung up the phone and turned to the Smith who had handed her the poster. She was about to say something when a figure appeared in the window.

It was Ultima. "Where is Mr. Jester, Ms. Smith?" she asked in a haughty tone. "And what has happened to the office?" She looked around at the wreckage, the transformation box pulsing in the corner. There were a few Smith units standing around as well.

"Jester has set up operations somewhere else," Ms. Smith said. "But he left orders for you." She motioned to the transformation box with an open hand. "He said that you should step into the box."

Ultima stared down the box. "I sense strange energy patterns from the box. It is not what it once was." She turned to Ms. Smith. The amazonian superheroine towered above all the other people in the room. "I also sense something strange about you, Ms. Smith. Your behavior seems somewhat unusual." She took a step forward. "You are not what you once were either. Are you, Ms. Smith?"

Immediately two of the Smith units grabbed Ultima's arms, but she shrugged them off as if they were children. Then she turned to three more Smith units - two women and a man - who were charging her. "I sense that you are not what you once were," she said. "Let me change that." She held out her hand and the three Smiths were bathed in a bright glow. When the glow faded they had been returned to their original forms: Batman, Barbara Gordon, and the young prostitute Sally. Barbara Gordon was standing. They were all dazed from the transformation. Then fell to the floor in a small pile.

"You are powerful," Ms. Smith said. "But not as powerful as you think you are. And I cannot allow you to interfere with our plans." Another Smith unit stepped forward. "This Smith unit has a very interesting power," Ms. Smith said. "He can cancel out the effects of the transformation box." The Smith unit's eyes glowed bright.

"Jester is dead," Ms. Smith said. "I strangled him with my own hands."

Ultima's body began to shift and transform. "No," she said. "You cannot do this. I am Ultima! I am all-powerful!"

"Your powers are based on your beliefs. And your beliefs are crumbling. You have doubts." She looked over at Jester's unoccupied body, slumped in the corner. "See. He's dead now. I killed him."

Ultima looked over at Jester's body. It was true. Her master was dead. And if he was dead, then what about her? What about the order and focus he leant to her life? She was without meaning.

She still tried to resist the transformation, but her powers had abandoned her as doubt grew stronger. It only took a few more seconds for the glow to fade.

Wonder Woman now stood in front of Ms. Smith. She slumped to the floor. "Place her in the transformation box," she ordered the Smith units.

"Not so fast," Batman said. He was getting off the ground slowly. He looked awful. His face was pale and drawn, and his hands were shaking slightly, but his voice was commanding and angry and slightly feral almost. He had been pushed too far. He wasn't going to take it anymore.

Ms. Smith stepped from behind her desk towards the Dark Knight. “Your thinking is obviously impaired. You have no weapons and you can barely stand. How do you expect to defeat us? You will submit to the Program or I will destroy you.”

Taking in the scene with his keen eye, he noticed the pile of clothing and effects that had been taken from Jester’s assorted victims. “I don’t have to defeat you myself,” he growled. “The members of the Justice League keep in a constant low level telepathic contact with the Martian Manhunter. All I have to do is think. Maybe he won’t get here in time to save me, but I’ll bet that having Superman and the rest of the League show up would certainly impede your ‘Program’.” Despite his physical weakness, his captors did not cow him. “I’ll make you a counter offer. Let me and these three women leave,” he said, indicating the fallen heroines and the hooker, “and I won’t call them right now. That MIGHT give you enough time to escape and set up headquarters somewhere else.”

Though his face ng and effects that had been taken from Jester’s assorted victims. “I don’t have to defeat you myself,” he growled. “The members of the Justice League keep in a constant low level telepathic contact with the Martian Manhunter. All I have to do is think. Maybe he won’t get here in time to save me, but I’ll bet that having Superman and the rest of the League show up would certainly impede your ‘Program’.” Despite his physical weakness, his captors did not cow him. “I’ll make you a counter offer. Let me and these three women leave,” he said, indicating the fallen heroines and the hooker, “and I won’t call them right now. That MIGHT give you enough time to escape and set up headquarters somewhere else.”

Though his face didn’t show it, Bruce was obviously bluffing. There was no way of knowing whether or not the Manhunter would hear a distress call. But he was in no condition for a protracted battle, not to mention the fact that Barbara and Wonder Woman were both unable to defend themselves at the moment.

“It’s your call,” he stated again. “What’s it going to be?”
 
 

Part 8: Mary Jane Parker's Terrible Fate

Mary Jane Watson Parker. Famous sex toy model. That’s who she was.

Her pretty friends, the doll woman and the photographer, had been so good to her. They posed her and changed her, used her just the way she liked it to be.

Then, suddenly, it was all gone. In a wash of reality, she remembered who and what she really was. She’d been at the gym with Barbara Gordon, and then…and then…it was all a blur.

And now she was standing naked in the middle of a circle of light with darkness surrounding her.

“Welcome Mrs. Parker,” echoed a voice inside of her head. It was simply THERE, neither male nor female. “I hope that you aren’t too uncomfortable.”

She tried to cover herself but she couldn’t move. “Who are you? Where am I?”

“Certainly an inquisitive little thing, aren’t we?”, mocked the voice. “You may call me Mr. King. And as for the rest…don’t worry, you’ll have all the answers you’ll need in a while.”

“You’d better let me go!”, she demanded petulantly. “When Spiderman finds out I’m missing….”

“He already has,” it interrupted. “And he’s already got help to look for you. A pity he’s not going to find you. Well, at least the YOU he expects. Goodbye, Mrs. Parker. We’ll speak again in a bit, when you’re feeling a bit more…cooperative.”

“Huh?” she said aloud as the mental voice disappeared. “What do you mean? Where are you? I want to see you!”

The lights began to come up gradually as two other naked women, another redhead and a black woman, came up and grabbed her roughly by the arms. Her eyes grew wide with terror as she saw where she really was and the fate that awaited her.

“No! NOOOOOOOOOO!!!!!!!” she screamed before silence fell once again.

Across town, Peter Parker waited anxiously on a rooftop for his friend to arrive. The silence only made his anxieties even worse. It wasn’t like Mary Jane to be gone so late, especially without calling. You didn’t need to be an experienced hero like he was to know that something was wrong.

“I got your message,” said Nightwing, landing gracefully next to him. Spidey leapt across the room, clinging to a utility shed. “Gee, maybe you should switch to decaf.”

“Sorry,” apologized the webcrawler, “I’m feeling a little tense these days.”

“So I gathered,” answered the other man. “So, you said someone was…missing?”

"That's right," Spiderman said. "Someone very important to me." He was looking out at the city. She could be anywhere out there, he thought.

"I'm almost positive there's a connection between your missing person and Batman's disappearance," Nightwing said.

"Almost positive?" Spiderman asked. "How can you be so sure? You don't even know who I'm searching for."

"I do know who you're searching for," Nightwing said. "I know who she is and I know she was last scene at the gym where Batman vanished. I know her importance to you as well, because I know your secret identity." He didn't say this in a boastful way. It was almost as if he was ashamed to admit it. "It was all pretty simple to put together, actually," he said.

"If you know all that, then you probably know what our next move should be," Spiderman said. He didn't like Nightwing knowing his secret identity, of course, but he did trust him, despite not knowing him well.

"Yes," Nightwing said. "There's an office building across town. I'm not sure what's going on there, but I'm pretty sure that's where we'll find Batman...and your wife."
 
 

Part 9: Getting Organized

Jester stepped back and looked at the chamber door that he had just painted ‘Transformation Chamber’ on. “That should do,” he said with a satisfied nod. “Surrealist, I want to test it. Go in and make sure it works.”

With a disappointed moan, she pulled herself away from Woman Woman’s copious cleavage. She shared a last kiss with Hi-Tech’s body and stood up. “As you command, Master.” Without another word, she strode across the room and entered the small room, slamming the solid metal door behind her.

Jester took a deep sigh, satisfied with progress so far. He was pleasantly surprised when he felt someone come up behind him and begin to caress him softly. He gave a gasp of contentment as he looked over the two other women still playing with each other in the middle of the room.

Wait a minute…two other women?!?

“HI-TECH!”, he shouted, pulling himself away from the amorous woman in the Green Lantern body. “Christ, get a hold of yourself!”

“Huh?”, she/he said, confused for a moment. “I don’t….” Then it dawned on him and he flushed bright red. “Sorry Master. I forgot where I was. I want you so badly. I’m sorry.” He trembled a bit, hoping that she hadn’t fallen out of favor again.

Mr. Jester looked at Kyle in Hi-Tech and Wonder Woman/Rachel together. "Stop that…I need us to get organized."

"Hi-Tech?" he bellowed.

"Yes?"

"I want you to go back though the transformation box so you can get back into your 'normal' body, but with your machines powered by the Green Lantern ring."

"Yes sir." He smiled, happy to be back in a copy of her original ‘modified’ body. This body was all right, but the other one just screamed with pleasure at the right moment.

"What are we going to do about the sisters?" She pointed to Rebecca and Rachel Long, and the ex-Green Lantern.

"Well, I think it is best if we give the sisters a common power together of something." Mr. Jester smiled.

Green Lantern raised his hand. "If I can be so bold, sir," he said. "Before I go back to my original body, there's one thing I'd like to do." He smiled Hi-Tech's familiar smile: slanted and sly, like a Cheshire cat. "I'd like to fuck my brains out, if you know what I mean." Green Lantern looked down at the Hi-Tech body where Kyle's mind was trapped.

Jester sighed. "Very well. You've done good work lately. It's the least I can do for you."

"Thank you, sir." Green Lantern scooped up Hi-Tech in his arms and carried her off into another room.

He turned back to the transformation chamber. The door opened, and Rachel stepped out. She looked pretty much the same, except that her eyes were bright, bright green. The brightest green he had ever seen. He stepped up to her and popped the earplugs out of ears. "You don't need these anymore," he said, and then he called over his shoulder to Rebecca. "Rebecca, come here. You're next."

"I feel much more...focused," she said. "I can't wait to test out my powers on someone."

"I'm very sure you'll get that chance very soon," he said. He began to unzip the front of her costume playfully.

Jester smiled as the formerly willful Rachel allowed him…hell, even invited him to expose her tits. Yes, she was now firmly in synch with the others. Hopefully this was a sign of things to come.

“This was more of a test run,” he explained to her, leaving the front of her costume open, “to see whether my original powers were back. You and your sister will probably be getting something else once I’m satisfied everything’s working right again. For right now then, let’s see whether those remote powers work.”

“Yes sir!”, she answered eagerly, snapping to attention and thrusting her chest out. “Who first?”

“Someone expendable first,” he mused, looking around the cave. “See what you can do with the old fossil there,” he said pointing to Alfred. “I tried making your remote powers even stronger so they’d work on people who haven’t been subjected to the transformation chamber.”

“Right!” she nodded. Concentrating, she pointed a finger at the tied up man. Thinking of what she’d like to do, she decided he was much too old for her. He needed to be younger.

Jester smiled as he saw the bound manservant start to regain his hair and fill out, becoming younger and more vital by the second. The metamorphosis stopped when he looked to be in his mid 20’s.

“Now the free will,” Jester whispered. After a moment’s pause, she nodded. He walked up to Alfred and handed him a pen that had the word ‘gun’ written on it. “Shoot at Wonder Woman,” he commanded.

Without hesitation, he pointed the implement at the naked blond and ‘fired’. Despite her woodenness personally, all of the Amazonian reflexes were obviously there as she raised one of her bracers, causing a ricocheting sound to echo through the caverns. “You’re satisfied that’s a real gun?”, Jester asked.

“It is a real gun, sir,” answered the butler.

“Excellent. Blow your brains out for me, please.”

Again, lacking any regard for his personal well being, he brought the ‘gun’ to his head. Just before he could fire, Rachel paused him again at Jester’s nod. “Great!”, he exulted, removing it before an accident could occur. “I changed my mind,” he informed the butler. “You don’t have to kill yourself. As long as you continue to obey me and only me, doing everything I command, you may keep your job and the new life I’ve given you.”

“Very good sir,” Alfred answered. “I will obey you and only you.”

At Jester’s unspoken signal, Rachel brought the valet’s free will back up to a functional level. “Now, let’s play a bit,” the villain said with a grin as he took a seat at the computer. “Scan up and down the channels. Let’s see if we can make him into something a little more appropriate.”

For the next few minutes, the unresisting Alfred underwent a bizarre series of transformations, from pet cats to potted plants to cartoon characters. “Oooo, I like this one!”, Rachel squealed, pausing as he changed into a handsome Chippendale’s dancer, thick and muscular with a bare chest, a bow tie, and tight black spandex pants. There was a prominent bulge at the groin area.

“Make that a ‘favorite’ then,” Jester declared magnanimously. “Call it Alfie1. After all, you girls deserve a little treat now and again too.”

The Remote cooed at the generosity of her master. How could she have ever feared and mistrusted him? “Channel programmed and locked in, sir.”

After a few more changes, Jester found what he had been looking for. The formerly manservant changed into a stacked raven-haired woman in a skimpy french maids’ outfit. She balanced delicately on high heels. “Great!”, he exulted. “Mark that one ‘Alfie2’.” Once that was done, he indicated that she should be taken out of Pause mode. “I think that’s all I require from you…at the moment,” ordered Jester. “You may go about your normal duties…Alfreda.”

“Merci m’seui,” she answered with a lilting french accent and a curtsey, almost falling out of her outfit. As she toddled off, Jester gave a satisfied sigh, watching her swaying hips. THAT was a good piece of work.
 
 

Part 10: Batman vs. Ms. Smith

Batman coughed blood down his chin and Ms. Smith smiled her emotionless smile. "You don't feel very well, do you?", she said. When he didn't answer she said, "I'm sorry, but I have my protocols. I have a direction and clear purpose. Even if you were telling the truth - and I don't think you are - I would not deviate from my mission even one degree." She reached into her mouth, pulled out a wad of bubblegum, and stepped toward him.

Suddenly, Spiderman leapt into the room, knocking over a couple of the Smith units. "Glad we came by when we did," Spiderman said. He ducked as one of the Smiths tried to punch him, then jumped onto the ceiling. Nightwing had entered now as well, and was also tangling with one of the Smith units.

Batman didn't really agree with all of Spiderman's methods, and of course he had had a falling out with Nightwing not long ago, but he had to admit that he was very glad to see them.

Ms. Smith grabbed Batman around the throat with her left hand and began to strangle him. He coughed blood into her face. She wiped it away with her free arm.

Batman grabbed her right hand. He had the bubblegum. He coughed again and pushed the bubblegum into her face. It began to expand around her head, and she let him go. He dropped to his knees. "Let's get out of here," Nightwing said, helping him to his feet. A couple more Smith units were running into the room.

Ms. Smith was stumbling around. The bubblegum had expanded to cover her entire head. Without her orders, the other Smith units were directionless, and they gathered around her in a circle, watching her thrash about.

Nightwing grabbed Barbara Gordon, Spiderman grabbed Wonder Woman, and Batman grabbed the prostitute and they climbed out the window one after another. Batman almost stumbled on the way out, but Nightwing caught him, and then they were gone.

Ms. Smith was pulling at the gum and screaming garbled words. The Smith units stared at her blankly.

As darkness fell outside, no one noticed as a line of half a dozen men and women in business suits slipped out the back way of the building that housed Mr. Jester’s office. Some of them had seen Ultima and then the other two heroes enter. As they finished their preparations, three men carrying three women exited out that same window at a high rate of speed. Though they could have easily intercepted them, it was not the task they had been programmed for, so they made no move to stop the fleeing heroes. Instead, they continued with the pre-mission checklist.

“Diagnostics are green across the board.”

“Tactical arrays initialized.”

“Opponent database is online.”

“Secure communication is enabled. Telepathic transmission linked to all units.”

The one at the front of the line declared, “All parameters are within acceptable limits. Begin mission.”

In the middle of the line, one unit’s brow furrowed just slightly. As one, their group lifted silently into the air. As they headed towards Wayne Manor, they began to pick up speed.
 
 

Part 11: Green Lantern and Hi-Tech

Hi-Tech, in the Green Lantern’s body, carried her original body deeper into the recesses of the Batcave. Kyle was doing her best to distract the man, nibbling on his ear and saying things that would have had him blushing with shame mere hours ago.

But that seemed like a lifetime ago. Now she was a slut, just like Wonder Woman had told her so many times. And a good little girl too. Somehow, that combination seemed just perfect.

He finally came to an anteroom where Wayne had apparently kept all of his changes of clothing and disguises. In a display case on the far wall, the costumes for the various people who had worked with Batman were arrayed on dummies, silently watching the pair as they entered.

Setting her down, he nodded. “This’ll work.” Then his eyes drifted to the row of crimefighting garb. “What the hell?”, he said in a speculative voice to the woman beside him, gazing up with adoring eyes. “Why not play a little while we’re here…..”

With that, he pointed the ring at the Bat-Girl costume. It unraveled into its component threads and seeped out of the case, glowing an eerie green. It quickly made its way across the room and started oozing up the nude woman’s body. In a matter of moments, the villainess Hi-Tech was clad as Batgirl.

“Not bad,” the formerly heroic Green Lantern leered, walking around and taking in the spandex clad sights. Though she didn’t have the muscle tone of Surrealist or even the build of the original owner, it still fit pretty well on her, even though it was a bit tight in the chest. Of course, that just emphasized her erect nipples all the more. Kyle’s dick got even harder.

“Okay,” he ordered, thinking of how he wanted this fantasy to go, “you’re Bat-Girl now.”

“I’m Bat-Girl,” she repeated with an earnest nod.

“I just rescued you from…Poison Ivy…who was trying to turn you into her lesbian love toy.”

“…Lesbian love toy….”

“She injected you with a weird chemical that’s screwing with your mind, removing all of your inhibitions. But you don’t want to be a dyke. You found out somehow that if you can get a man to screw you in the next five minutes, you’ll be cured.”

He grinned evilly. “But I’m the only guy around…and I’m too much of a gentleman to take advantage of you like that.” He snorted at the absurdity of what he was saying. “You have to CONVINCE me that I want to hump you. Use your whole body, every bit of the woman you are to make me want to fuck your brains out.”

“…Use my body….” The glazed look in her eyes began to fade, being replaced with a lascivious intensity that was frightening to behold. “…Fuck my brains out….”

Satisfied that the scenario was fully imprinted on her lust-fogged mind, he moved away from her. “Okay, start…now.”

"Batgirl, are you all right?" said Green Lantern (actually Hi-Tech in Green Lantern's body).

"No," replied the voice, with a low husky voice. (Green Lantern in Hi-Tech's body, brainwashed to think that she was Batgirl.) "Poison Ivy injected me with a drug... she wanted to turn me into a....” She closed her eyes and then reopened then, looking at an imaginary figure of Poison Ivy on the ground, and slowly licked her lips. "A lesbian."

With mock surprise, "Oh no, is there any cure?" Hi-Tech smiled inwards.

“I've go to...” Hi-Tech-Green Lantern said. "I've got to...I need...I need...a man." She pushed herself against Green Lantern's hard chest, looking up into his eyes. Her fingers wandered to his thigh.

Green Lantern smiled. It was Hi-Tech's usual Cheshire grin. She made no attempt to disguise it. "Well, I'm a man," she said, speaking through Green Lantern's lips. She liked this. She liked this a lot. The sense of power. The feeling of anticipation. The hardening of her new cock between her legs as the woman in the bat girl suit found what she had been searching for.

She fell on her knees and began to pull Green Lantern's pants down. Hi-Tech couldn't help but be amused. "Yes," the now female Kyle said. "You're a man. And I'm a girl. Not a lesbian. I like men. I'm a girl who likes men." She moved her lips over his cock, awkwardly at first, then with more assurance.

Green Lantern put her hand on her head, and inside his body, Hi-Tech's mind relaxed as she experienced a different kind of pleasure than she had ever felt before. She moved the woman's head back and forth a bit, helping her in her job. "That's right," Green Lantern said. "Don't worry. I'll help you. I'll rescue you."

Their bodies locked together in a passionate embrace as they quickly stripped away some of their clothing. Hi-Tech was fascinated as she looked down at her own body, bucking her hips and saying "You girl. You girl. You girl." There was nothing like a little positive reinforcement to change someone's attitude.

And now for the switch, she thought. She activated the ring on Green Lantern's finger and began to will her mind back into her own body. She had to time this just right.

Green Lantern's  body began to tense, and with a final “AAAAAAAAHHH!” of rapture, he shot his load.

Suddenly green energy flared around them and they fell to the floor exhausted. After a moment, the female Hi-Tech rolled out from under. “Damn!”Hi-Tech panted, “that was WONDERFUL! It’s kinda a shame you peter out so soon, but the sensation before that is just too damn fantastic.” She took a deep breath as the time release aphrodisiac finally ran its course, allowing her to think about something other than sex.

She turned around and looked at Kyle splayed out on the floor, his dick already losing its hardness. Impishly, she leaned over and kissed him. “You were wonderful, sweetie. Now you just take a little nap and stay here till someone calls for you, okay?”

He nodded a couple of times in lazy assent, then his head flopped back and he started to snore. She snickered at the passed out hero, laying there on the floor with his cock hanging out. She decided to leave him like that since she didn’t want to keep Jester waiting. She quickly stripped out of the Batgirl costume, impulsively throwing it over her slumbering lover, then took the ring and headed back to the main part of the Batcave, striding naked through the caverns.
 

“Did you have a good time?” Jester remarked with a sarcastic grin as the nude Hi-Tech came striding into the chamber.

“It’s great to see how the other half lives,” she murmured, leaning on Jester’s shoulder and giving him a kiss, “but it’s good to be back where I belong.” She looked around for the other villainesses. “Hey, where are Frick and Frack?”

He pointed to the chamber. “I’m modifying them. In fact, they should be done just about…now.”

The metal door opened with a hiss. As steam poured out along the ground, the two blondes walked out. As before, they were almost like twins, they were so much alike. They wore complimentary costumes in black and white, one with a white “69” on black and the other with a black “96” on white. The loops of the numbers centered on their ample tits and the outside edges defined the limits of their costumes, trailing into a thong that went between their legs, inside the ass crack, and coming up the back as a single thin strand to loop around the neck and complete the outfit. They wore nothing else. The former Rachel, now 96, sashayed sexily up to Jester, knelt before him, and submissively presented him with the remote. “Here you are, Master.”

“Damn!" exclaimed Hi-Tech, feeling the urge start to rise in her again. “What did you do to them?”

“Since Rachel responded so well to your erotic training, I worked with that a bit. Now they both share a pool of sexual energy that they can use to do whatever I order them to. Super-strength, flight, invulnerability, ray blasts from their tits…you name it. The catch is that this energy recharges when they have sex. They can top off the tank so to speak by diddling themselves, but they energize faster when they’re fucking someone else. The nastier and more intimate the act, the more bang for the buck…or would that be buck for the bang?…they get. But the fastest way to restore their levels is to eat each other out.”

A lust-crazed grin on her face, Hi-Tech walked over to 69 and felt her up. The blond responded ardently, slipping the other woman’s hand inside her thong. “I don’t know if I’ve ever said this before,” she commented in lecherous excitement, “but you are a fucking genius. Emphasis on the ‘fucking’.”

“Glad you like them,” he leered as he willed the Flash costume to disappear. “Because we’re all going to get to know each other EXTREMELY well in the next few minutes.” He smiled as 96 automatically brought her lips down to his throbbing dick.
 

Part 12: Heroes Hideout

On the other side of town, the exhausted heroes entered a seemingly abandoned building through a secret entrance on the roof. Inside though, it was equipped as a safehouse that was only a little short of the Batcave itself. They quickly grabbed some food and put those who were not able to help themselves to bed.

“What’s our status?” asked Batman, naturally taking charge.

“The one girl who was with you that I don’t know is okay. She’s more scared than anything else.”

“Join the club,” muttered Spidey.

“Barbara’s also doing okay, though she’s paralyzed again. Whatever…changed you before doesn’t seem to be leaving any lasting beneficial effects. Diana…Wonder Woman though, she’s still comatose. She isn’t responding to any external stimuli. I can’t find anything physically wrong with her, though.”

“What the heck were those people?”, blurted out the wallcrawler. “I mean, this was obviously not just your ordinary group of Jehovah’s Witnesses.”

“I’m not sure exactly,” growled Batman, who wasn’t sure that he was more uncomfortable with what he knew about this…or what he didn’t know. “Ms. Smith, their leader, is obviously a highly advanced android of some kind. She used that strangely flashing box that was in that office to change people into robots that would obey her. I’m not…clear on the details. Whoever is behind this is using some heavy duty brainwashing, even worse than the things Jervis Tetch did as the Mad Hatter.”

That thought didn’t comfort Nightwing in the least. “So what now? Call in the Justice League and the Avengers?”

Batman sighed heavily as he ate another nutrient bar. “That might be just what they want,” he said thoughtfully.

“What do you mean?”

“I do distinctly remember that when Diana came in, she wasn’t Wonder Woman. She was someone calling herself Ultima. Her powers were entirely different. There was a lot of talk about transformations and someone named Mr. Jester who the one in charge, Ms. Smith, had killed. That was his body off in the corner. She only became Wonder Woman again when her confidence in this Jester failed. Otherwise, she was an unstoppable juggernaut. You could tell by looking in her eyes that she would do whatever she needed to so she’d succeed.”

“But what does that….”

“These people chose Wonder Woman and I for a reason, and it wasn’t the fact that we were investigating the disappearance of a high school teacher. It seems obvious that they WANTED people with superpowers.”

“I gotcha!” exclaimed Spidey. “You’re afraid that if we call in the cavalry, they’ll be mind controlled too!”

“Exactly,” the Dark Knight nodded. “As much as I hate to say it, until we know more about these people and what they’re doing, we need to be very careful. That means keeping this as low profile as possible.”

“So what’s our next move then?” asked Barbara, asking from her bed in the other room.

"Let's get to the batcave," Nightwing suggested. "There's something very serious going on, and we need some place to recuperate and plan. Someplace safe."

"Good suggestion," Batman said. "I need to run some tests on something." He held up his hand. On his index finger there was a small speck of pink bubblegum.

“We’ll need a van to transport Diana and Barbara to the Batcave,” Bruce said. “Dick, go out and rent us one. Use one of the fake IDs, just in case. And cover your tracks. We don’t know if that Ms. Smith is going to be looking for us now or not. We’ll meet on the other side of the block in an hour.”

“I’m on it,” replied Nightwing as he left the room.

“So what happens now?” asked the wallcrawler. “Are you gonna have to put me to sleep or something like that so I don’t know where it is?”

Batman scowled. “You watch too much TV. You’ve seen me without my mask on and I assume you’re not an idiot, so I’ll just have to trust to your discretion…won’t I, Mr. Parker?”

Behind his mask, Spidey gulped. Somehow it had been okay for Nightwing to know, he had a pretty good rep in the closeknit superhero community. But it was an entirely different kettle of fish with the Batman having that knowledge. He had no doubt that Wayne could make his life very difficult if he wasn’t careful. “Sure, right…no problem. Hey, it’s not like I’m gonna rush out and be on Jerry Springer or something.”

“I suggest you get some sleep while you can,” the Dark Knight suggested. “I’m going to want your help analyzing this gum…or whatever it is.”

Seeing the wisdom of this, Peter went to one of the bedrooms and flopped down. As always, when he was alone, doubts and worries began to haunt him. “I hope that Mary Jane’s all right,” he thought to himself as he drifted off into a fitful sleep.

Meanwhile, Nightwing had decided to go out and do some reconnaissance work. They would need some things if they were going to get through this ordeal: sleep, food, and possibly some form of transportation. Down the street he found a grungy car rental dealership and went inside, his top turned inside out and mask taken off to look more like a regular customer, "The insurance would go up so high if they knew I was a Superhero," he mumbled as he entered the store.

"Hi there," he gave a bright smile at the person behind the desk. " I need to rent a van in sort of a hurry. You see my girlfriend is throwing out my stuff, and I need to take it and store it a couple of days while things calm down." He smiled at the young receptionist as he handed the credit card to her, as if he was a gigolo trying to hit on someone right after a breakup. Hopefully, this cover story would work.

The girl with short black hair in a professional dress took the credit card and ran it though the machine with great efficiency, while chewing on some pink bubble gum. "I am sorry, but this credit card has some problems."

"What with?" He bent over to try and look at the Credit Card reader.

She deftly turned it away as he looked, preventing him from reading the LED readout saying "Approved."

"I need to call my boss, if you will wait one moment?" She picked up the phone and pressed a button. "Ms. Smith 15, could you come out here?"

"Of course Ms. Smith 18," was the unheard supply.

"Perhaps I better just go and try another store." Nightwing backed towards the door.

"I do not think so," came a reply another woman stepped out of the office. She was chewing pink bubble gum and she looked the exact same as the one at the desk.

"We have some matters," A clanging was heard as bars closed over the doors and windows, "of payment for theft of materials to discuss before you can borrow anything."

Nightwing turned around and reached for a bat boomerang as he started at the two Smiths.

The Smiths pursed their lips and spat their gum at Nightwing. A big pink wad hit him on the wrist, encasing his hand and preventing him from reaching his bat boomerang. The second him on the other hand. It expanded as well, moving up his arm to his elbow.

The first Smith jumped the counter, but Nightwing dodged. How did they know he was going to come here? Maybe there were other buildings in the area that were traps as well? Just how far had the infection of Smiths spread?

He threw a punch at the head of the first Smith. The gum stuck against her face with a loud squishing sound. Great, he thought, now I'm trapped. Her arms were flailing as she caught him in a bear hug. She squeezed tightly and he gasped for breath. He was blacking out.

Another Smith held up a small communicator to her mouth and spoke briefly and efficiently. "Mr. King wants this one," she said, after she had put the communicator away.

A large cylinder appeared at the center of the room. It was the size of a coffin, but standing on end. It looked exactly like cylinder that they had placed the posters in except that it was larger.

The Smiths placed Nightwing inside and the cylinder slowly vanished. One of the Smiths walked over and turned the ‘open’ sign on the door to ‘closed’.

Nightwing regained consciousness just as an eerie prickling ran over his skin. He was sealed inside of a canister of some kind with no light and apparently precious little air. Fortunately his confinement was short lived as the device opened with a hiss of compressed air, letting him step out into a circle of light.

“Mr. Grayson!” an oddly familiar voice in his head echoed. “What a pleasure to see you again! I’d heard that you were involved in the…abduction of Batman and Wonder Woman from Ms. Smith. I applaud you on your initiative. Unfortunately, I deduced that you wouldn’t be able to carry three naked women plus the Batman out of town by yourselves so you would be needing to rent a vehicle. And with only a few options open to you, it was easy to infiltrate all of them and simply wait for you to enter the trap.”

“Real smart,” muttered the hero. “And what do you plan on doing with me now that you’ve got me?”

“Why, I just went to get…reacquainted. It’s been so long since I’ve seen you.”

There was something about all of this that made his skin crawl. “Who are you?”, he asked, pressing up against the edges of his confinement. “Show yourself!”

“If you insist….”

Dick gasped. Never in a million years would he have thought…”No, not you…I heard you were dead!”

The mysterious figure relished in the terror on the normally unflappable Nightwing’s face. “I’ll dispense with the obligatory Mark Twain quote. I’d much rather discuss something of mutual interest…say the current location of Batman and the others?” Nightwing fell to his knees, clutching his head. He tried to resist, but it was all in vain.

Meanwhile, Batman sat crouched on a box with his hands together, tapping his two index fingers against one another in a steady beat. "Um," Spiderman said. "Can you stop that? It's getting kind of annoying."

Batman didn't stop. He didn't even acknowledge that Spiderman had said anything. Instead, he turned to Barbara and said in a low voice, "I think they've captured Dick. He's been gone too long."

Barbara Gordon was used to Batman's hunches and she knew enough to trust them. "What do we do?” she asked.

"Stick with our original plan," he said. "Get back to the Batcave. Once we get back there our first priority can be to find Nightwing." He stood up. "Let's go." He picked up Barbara. "Spiderman," he said, "you can carry Wonder Woman." He glanced over at Sally, who was awake now and rubbing her head. "We're leaving you here, ma'am," he said. "You'll be safe. I've called the police and then come and help you."

Sally nodded her head meekly and watched as they left. She wished she could have gone with them, but she understood that she would be safer if she wasn't around them. They were the ones being hunted. Not her.

She looked out the window and noticed Batman and Spiderman. They were swinging from the next building over. She couldn't help but think that Batman still looked a little shaky. And then they were gone, swinging across the rooftops.