Catwoman Takes on Marvel

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Story © Steve Zink & Sultan Singory

The following story contains characters owned by DC Comics/Warner Bros. and Marvel. It is written as a fanfic parody story not intended to make any use of actual story lines in published books. The story is purely for fun, with no profit to be made by the authors.

Chapter 1
A New Beginning


Gotham City (No Mans Land) late one night

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

Just then, she looked up and saw a strange ball of light appear in the dark sky overhead, bright enough to hurt her eyes. The oddly glowing orb hovered for a while, then fell from the sky like a blazing meteorite. Shortly thereafter, her radio beeped; Selina reached to her belt, and clicked open the line. "Yes, Oracle? Catwoman here."

"Catwoman, did you happen to see a falling ball of light?"

"Yeah, it was kind of hard to miss; it nearly blinded me."

"Okay, listen carefully. That light has fallen in Penguin's grounds. We need you to investigate it. If it was a chopper going down, call me and I will send a rescue team your way. If it was something supernatural, call Nightwing; he can help with it, okay?"

"All right. I was all set to go take a catnap, but I'll check it out for you, Oracle. Out."

After walking three blocks, Catwoman found the ball of light. From where she was, it appeared to be a small, still glowing meteor, that was fading fast. Around it were some men, watching it without making any movements. To heck with calling Nightwing; if they were going to stand there like inviting targets, Selina figured she could handle it by herself. Not one to ignore a golden opportunity like this, she took the chance and jumped them. To her great surprise, Catwoman found that as she came in contact with each of them, they fell to the ground from the first kick or punch. This had her more than a bit puzzled, and she said to herself, "Hmm, something here is not what it seems..."

As she was pondering this, the meteor, which now appeared to be a metallic orb from closer up, started glowing again, and Selina heard a voice in her head. "You are a human with skills far above those whose minds I fried. I see that you call yourself Catwoman. Would you care to join me?"

"Huh? Who...or rather, what are you?" she said aloud. 'I'd better let Oracle know about this...' she thought. Catwoman started to reach for the radio switch on her belt.

"You need not speak orally. Just think what you wish to say, and I will hear you. Please keep this between just you and me, and leave Oracle out of it. Now then, you could never understand what I am. You would need to have a megagenius intelligence and study for over two hundred of your years to understand what I am."

"Okay, if you say so; if you're so fantastic, though, what do you want me for?"

"I need someone like you to take over a universe."

"Oh, sorry. I promised Batman I would never do evil again here."

"Since when is taking over a universe necessarily evil? And who said it would be here? I will take you to another, completely different universe, where you would be my agent for taking over."

Selina started to think about what she stood to lose, without realizing that her thoughts were no different to the entity than the odd conversation they'd been having, and it heard all of them. Was it the ruined city, or the insane Joker, and Batman, who seemed to be going that way? He showed no sign of ever returning her love, so why stay for him? She put her clawed fists on her hips in a powerful pose as if to display strength, and told him (she, it?), "Okay, what will you get out of this, and helping me? I hope there is no soul taking, or anything."

"No, my dear, nothing like that. It will just bring me great happiness to see my archenemy suffering."

"So you want to take me to another universe, and want me to act as a hit man for you?"

"No, no, my dear Catwoman! I want you to rule the other universe!"

"Okaaaaay, what have I got to lose?!" Just then, before she knew what was happening, Catwoman was enveloped in a white light. When the glow subsided, she found herself high on a skyscraper rooftop. When Selina looked around, there was no sign of anyone else around her. However, she did notice that her costume had been altered. Radically.

Gone were her purple spandex catsuit and flat heeled black thigh high boots. She was now wearing a shiny black latex catsuit, with ultra high stiletto heeled glossy black latex boots that came almost to her crotch. Her bullwhip was no longer stuck into the top of her boot, but was attached to a belt riding low on her hips. Since her shoulder length gloves were also in the same material as her boots, Selina assumed that her cowl was now black, also. She found that she had a black cape clipped to her shoulders, and she could sense that her long black hair was streaming down her back over the cape.

Selina was surprised to find that there was a red ruby in a ring on her right hand. A green ruby adorned her left hand. Then Catwoman heard the voice in her head again, which said, "I hope you like your new garments. I made a few modifications to the old version."

"Just a few!? I look more like a dominatrix now! I'm a picture in pure black. I love the new costume, though; in fact, it's rather similar to one I once wore a long time ago," she said, "but what are these rubies?" Selina held her clawed hands spread out before her face, palms away from her.

"Well, dear, you don't want to take over a universe without powers! Also, I don't think you want to hold them that way, pointing into your own face. The red ruby will work like the old wand of Circe, only better, changing objects or persons to whatever you please. The green one will work like the cat's eye, but with more power, giving you instant control over anyone in its thrall. So, I hope you like my gifts...oh, and I think you should try them now, because here comes one of the heroines of this universe."

Sure enough, at that moment, a tall woman landed in front of her with catlike grace. The woman was lithe and strong, and had gloriously long white hair. Her costume was another black catsuit, but in a softer, less shiny material, with fringed white gloves and boots. She challenged Catwoman, "Who are you?"

"I am Catwoman. Who are you?"

"Well, that's a coincidence! I'm called the Black Cat. I hope you're one of the good guys, 'cause I hate fighting anyone with a good body, and..."

"Now, now, let's not get touchy! Why don't you look into this ring on my hand? You'll learn all you need to know..." Catwoman held out her left hand, with the green ruby glowing.

"What is this?! That green gem is glowing with a strange light, and I can't take my eyes off it. I feel strange, what is it..." Her voice fell silent, and the Black Cat froze as she fell into a trance.

Catwoman looked directly into her eyes, and said, "Who are you?"

"I am the Black Cat."

"And who do you serve?"

"I serve only my Mistress, Catwoman."

"Good, good. Now, take me to your home. I want to take a rest, and I want you to tell me more about this place."

"Yes, Mistress, as you command."

* * * * *

In the Black Cat's apartment, Catwoman was resting on the couch, getting her long delayed catnap, with her chattel guarding over her. Black Cat was admiring the sleek black form of her Mistress, and eventually saw her eyes flicker open once again. They had a particularly evil glint in them that hadn't been there before. The voice in Selina's head had taken the opportunity to subvert her subconscious while Catwoman was napping. She no longer had any feelings of heroism within her. Catwoman was now an evil Queen, with a universe to subjugate.

She called the Black Cat to her side as she sat up.

"Yes, Mistress?"

"Look, Black Cat, I want you to answer my questions."

"Yes, Mistress! Of course!"

"What do you call this universe?"

"It is called the Marvel Universe, Mistress."

"Marvel, eh? Now, tell me about the superheroes and superheroines you've got in this universe. Tell me about all the powerhouses you have."

"Yes, Mistress..." She started telling Catwoman all about the Marvel Universe.

"Hmm, this sounds great; I can rule here, but I think that before we can strike at any of these people, like the X-Men or Avengers, I must have more subjects to help me. To do that, I think we should go to Boston and visit the Gen-X school. Slave, prepare my car."

"Yes, Mistress."


Chapter 2
Kitten-X

At The Academy

Emma Frost, dressed in a trim tan business suit, was seated at her desk with a far from humble Jubilee standing and facing her. "Now look, Jubilee, you cannot skip your classes just so you can speak with your old teacher and teammate!"

"But Miss Frost, Wolverine is my friend, and I want to talk to him!"

"That is Headmistress Frost to you, and we are in an academy! You have responsibilities, and cannot do these frivolous things, do you hear me?"

"Yes, Miss Frost," a scowling Jubilee said, purposely ignoring her full title. She turned and left in a huff, slamming the door behind her.

Suddenly, the phone rang. Emma put Jubilee out of her mind, and picked it up. "Yes?"

"Miss Frost," said her secretary, "there are two costumed women here who wish to see you, but they don't have an appointment. Shall I send them away, or let them in?"

Emma pondered the point for a moment, and did a quick mental scan of the visitors; she recognized one as the Black Cat. She said, "Okay, let them in." Costumed visitors called for a quick change in garb; the suit rapidly gave way to the daring white costume of the White Queen.

Emma saw two women dressed like cats come in. One of them she did recognize as the Black Cat, confirming her mental check, but she could not recall ever seeing the other one, in the incredibly sexy, form fitting black latex, and long cape.

As Emma was pondering this, the one with the cape said to her, "Are you Emma Frost, also known as the White Queen?"

"Yes, that's me. What do you want with me?"

"I just want you to look into this green ruby, dear, and OBEY..." Catwoman held her left hand up, with the ring in front of Emma's eyes.

"What is it with this gem?! I can't take my eyes off it! I must call the others and..." Emma's voice faded briefly, then, as her eyes went wide and her white clad body rigid, she continued, "...and I must obey."

"Emma..."

"Yes, Mistress?"

"Who do you obey?"

"Only you, Mistress Catwoman."

"Good." Then Catwoman lifted her right hand, and pointed the red ruby at Emma. An eerie ball of red light enveloped the statuesque blonde. When the glowing sphere disappeared, there was no longer the White Queen, but the White Cat! Instead of the old costume of white panties and corset with long white gloves, white thigh high boots and cape, she was now clad in a white catsuit that looked like it was spray painted onto her body. She had knee high white lace up boots with elegant heels, and elbow length white gloves.

Catwoman told the White Cat, "Call for your mutant students, one by one. If I like them, I will keep them. If not, I will cast them aside. Also, give me some information about them before they enter."

Emma gave her mistress details of all the students, along with recommendations of who to keep and who to trash. When she finished, the White Cat called upon her first student, Jubilee.

When Jubilee entered the office for the second time in only a few minutes, she thought that Miss Frost was going to lay it on her for the way she'd acted earlier. Without even looking up as she came through the door, the first thing she said was, "I'm sorry about the door, what is it now, Miss Frost..." Then Jubilee looked up and saw her headmistress. "Wait a minute, what are you wearing..."

Jubilee then saw the green ruby appear before her eyes, and she was entranced.

Catwoman said, "I like her! She has a lot of spunk! Jubilee, you are now Firecracker Cat, or Cracker Cat, for short."

"Yes, Mistress," the young Asian-American girl said. Selina raised her right hand, and with the red ruby, changed the young black haired Asian-American's normal clothes into a white catsuit, similar to that now worn by her old headmistress, with white gloves, boots, and in addition, a white domino mask.

Selina turned to the White Cat, and said, "Call the second one."

The White Cat called for Paige Guthrie, AKA Husk. The description that was given to Catwoman of Husk made her want the youngster even before she saw her, so when she entered the room, Paige saw only the green ruby directly in front of her eyes. She was entranced immediately. Catwoman told her, "You are now Shedder Cat."

"Yes, Mistress," the rigid young blonde answered. Then, with the red ruby, Selina changed her red sweater and blue jeans to yet another white catsuit, with slight detail differences from the one worn by her black haired teammate.

Catwoman instructed the White Cat to call the next student, so she called upon Skin. When Skin entered the office, he was shocked to see all the cats in the room, especially the three in white that looked familiar to him. He said, "What's with all the cat's outfits here? And who..."

He was interrupted by Black Cat's claws at his throat, ripping it open.

When he fell to the floor, Catwoman said, "Nice work, Black Cat! The psychic link between us, which the White Cat constructed, works fine! I did not like that boy, nor from what the White Cat has told me, will I want anything to do with Chamber, or even M. We will kill them both; now, get me Synch, Banshee and Penance."

The white kittens all said in unison, "Yes, Mistress."

After some time, the two younger Gen-X slaves returned with Synch and Penance, both unconscious. Catwoman asked them, "Where is Banshee?"

Shedder Cat answered, "He is in his room, locked inside a soundproof locker, with White Cat keeping watch."

"Very nice, my kittens; now I will turn these two into my slaves, also, and let them join you in the new Kitten-X."

"Yes, Mistress."

Shedder and Cracker watched as Catwoman used her red ruby to alter the two unconscious forms before her. Synch's jacket and jeans disappeared, to be replaced by a basic white long sleeved shirt and short pants with white sneakers costume. Penance became adorned in another form fitting white catsuit similar to her female teammates, with no need for a mask.

Penance regained consciousness first, and saw first the white costume in which she had been attired, then the others dressed in white around her. "Paige? Jubilee? Why are you dressed like that, and why am I in a costume like yours?"

From behind her, Penance heard Catwoman say, "They aren't Paige and Jubilee anymore." She spun on hearing this, and saw the Black Cat with a grin on her face, and a black clad, catlike woman she'd never seen before. Catwoman held up her left hand before Penance could say anything else. The youngster's face froze, and her hands dropped to her side. "You are no longer Penance. You will now be known as Manx, and will serve only me, Catwoman, alongside your teammates in Kitten-X."

"Yes, Mistress. I hear and obey."

Just then, Synch's eyes flickered open, and went wide when he saw all his teammates in sexy white costumes. Then he looked down and saw the much more normal looking white on his own body, and said, "What..." but got no further. A glowing green gem was before his eyes, holding him enthralled.

"You are no longer Synch, my newest kitten. You are now Lynx. Who do you serve, Lynx?"

"Only my Mistress, Catwoman, alongside my fellow kittens."

"That's right, Lynx. I've also expanded your powers. Besides adopting the power of whoever you wish, you can now adopt their shape and form, as well. As an example, take on Firecracker Cat's powers, and see what more you can do."

Lynx took on the sparkling energy powers of his teammate, as he'd done on a number of occasions in the past, but then was surprised to find that he also became her twin, in both form and costume. "This is a nifty new ability, Mistress," she said, in a voice that surprised her. "Thank you!" Lynx then reverted to his male form, and tested to see if he still had Cracker Cat's powers; they were still there, so he knew that he could use any or all of his new abilities, as needed.

"Lynx, I want you to join with Cracker Cat, Manx and Shredder, and use your combined abilities to find and eliminate Chamber and M. I have my own work to do."

"As you wish, Mistress," a quartet of Kittens said.

Selina watched her thralls leave, then said to Black Cat, "Let's go; I have one more kitten to bring into the group." They then went to Banshee's room, where they found White Cat standing guard next to the locker in which Sean had secured himself.

"White Cat," asked Selina, "are the locks used on these lockers anything special, or is there a master key that opens all of the lockers?"

"The master key is in my desk back in the office, Mistress. I don't think we really need it, though. I have been monitoring Banshee's thoughts, and can easily take over his body's motor functions to make him unlock it from the inside."

"Thank you, White Cat, that will be a lot faster. Please proceed."

Emma concentrated for a moment, and seconds later, Sean found himself unlocking the locker without any control. As soon as the latch came free, Black Cat reached for the handle and opened the locker. Banshee tried to use his sonic scream when he saw the look on Black Cat's face, who he had thought to be a friend. However, he was faced by the green cat's eye ruby which Catwoman held up in front of his face, and went into a trance.

Catwoman said to him, "Welcome to my new Kitten-X, Screaming Cat. That is who you are now, for Banshee is no more. You will lead them, with the help of White Cat. Now tell me, Screaming Cat, who do you serve?"

"Only my Mistress, Catwoman."

"Very good. Now, Screaming Cat, it is time for you to take on a new look which will make you fit in with the rest of Kitten-X. I want my two co-leaders to be equal partners, in both authority and in appearance. I think you are going to really enjoy your new life!"

Catwoman raised her right hand, and the red ruby enveloped Sean in a glowing scarlet energy field. As the pulsing orb began to dissipate moments later, the redheaded male dressed in a plaid shirt and tan slacks that had been standing there was gone. In his place stood a redheaded female with an unbelievably well formed body, looking much like her co-leader Emma, but with a much larger chest and long, flaming red hair instead of blonde. Shawn was wearing a costume identical in every way to Emma's, except for the fact that her breasts stood out so much more.

Shawn held out her arms, and looked down upon her new form, and said, in a voice that was soft, smooth and almost dripping with sexual tension, "Oh, thank you, Mistress! My new vocal cords feel even more capable of vocal power than before, and I look so much like Emma that we can truly act together, now."

"I'm glad you like what I've done for you, Shawn," Catwoman said. "I fully expect that between Screaming Cat and White Cat, Kitten-X will be led to carry out my wishes, even if I cannot be on hand personally."

"Yes, indeed, Mistress," the two white clad cats said in unison, after Emma did a quick mental link with Shawn to let her know what to say.

"Okay, now let's go find the junior members of Kitten-X, and see if they've eliminated Chamber and M yet. Then we all need to get back to our new Cat's Lair, because I have some intricate plans I need to tell you about. We will soon be adding another group to our empire!"


Chapter 3
The Fantastic Four No More

Four Freedoms Plaza

Susan Storm Richards awoke from her sleep at 8 in the morning, and looked at the empty bed beside her. As had happened on more mornings than she cared to count, her husband was no longer beside her. Sue muttered almost glumly, "Well, as usual, Reed is off in his lab. Sometimes I wonder just who he is married to, the lab, or me!"

Before she could collect her thoughts any further, or call to check on Reed, Sue heard the robotic receptionist Roberta calling her. "Miss Susan, some guests are here to see you; Miss Black Cat is one of them." Sue tore off her nightgown, and quickly put on a white pullover blouse and a pair of jeans. She slipped her Reebok walking shoes on and laced them up quickly; Sue didn't have time for makeup, but she did stop briefly at her mirror to brush her hair. She then took the elevator down to ground level, and went to the front door to see her guests. When Sue opened the door, she found two women dressed in catsuits.

Sue knew one of them, as had her receptionist's memory bank; she was the Black Cat. However, she did not know the other one, who was wearing a shiny black latex catsuit with a cape, so she said, "What can I do for you, ladies..."

The Invisible Woman's voice stopped in mid-sentence as her face froze.

Catwoman was holding her left hand up in front of Sue's face, with the green ruby glowing, and said, "Just serve me, my dear Mrs. Richards. Forget about being Invisible Woman. From now on, you are Cheshire Cat. Follow me." Selina lowered her left hand, and led the group into the building. Behind them followed a number of white clad kittens, who had been off to the side, out of sight, when Sue had opened the door.

There were two kittens who remained outside the door, to keep anyone other than the Fantastic Four from approaching. Screaming Cat had dressed in nondescript clothes, which were still stunning because of the shape they contained, instead of her costume so that she would not attract attention. Shawn was unaware of just how much attention she was getting from passersby who ogled the beautiful redhead dressed in a knee length light blue skirt and a very clinging white pullover sweater. The casual white walking shoes on her feet did nothing to detract from her beautiful tanned legs.

Lynx had duplicated White Cat's mental powers to scan approaching visitors, and to blend in with Shawn, had adopted Emma's form also. She, too, was dressed casually, but looked too impressive to ignore. The yellow blouse she wore was loose but still hinted at the impressive chest beneath, and her stretch tan slacks showed off the fantastic shape of what were really Emma's legs. As if the gorgeous redhead outside the door was not enough, the stunning blonde that Lynx now was gave viewers a double dose of pretty femininity. If nothing else, this display was a good distraction that would keep people from thinking about the superheroes inside the building.

Lynx never caught any malicious or threatening thoughts, and used her mental link with Shawn to assure her of their security. She knew her mistress and teammates were going to be busy inside.

Once the kittens and Sue were out of the public eye, Selina brought up her right hand, with the red ruby glowing fiercely. A red sphere of shimmering light surrounded the entranced Sue, and when it dissipated, she was standing there in a medium blue catsuit. There was a black rendition of the Cheshire Cat's face on her chest, adorned with a wicked grin. Matching darker blue spike heeled boots that came up to her knees, and gloves which went just past her elbows, accessorized the catsuit. A similar dark blue domino mask covered her eyes, extending back over her blonde hair almost to her ears.

The only witness to this transformation scene was the robotic receptionist. Before Roberta could speak, however, she was smacked solidly by an iron hand. At the same time, energy bursts were wiping out the sensors. Catwoman turned her head, and said, "Nice work, Shedder Cat and Firecracker Cat. Now, Cracker, get upstairs and do your stuff."

"Thanks, Mistress," they said in unison. Cracker Cat raced to the elevator, and shot upwards.

Then, to the White Cat, Catwoman said, "Follow Cracker, and make sure she doesn't have any trouble." Without a word, a very serious looking Emma nodded her head and got into the elevator as soon as it came back down.

Selina turned back to Sue, and said to her, "Who do you serve, Cheshire Cat?"

In reply, the still entranced Sue now dressed in blue said, "Only you, Mistress. I take orders from Catwoman only."

"Very good, Cheshire. You will be the leader of the Fantastic Cats." Sue came out of her trance, and a wicked grin formed on her lips to match the one situated between her bulging blue tits. She clenched her hands into fists, and put them on her hips.

Black Cat walked over to Catwoman and said, "Mistress, we have to move on, before the Human Torch returns, or Reed finds out too early that we are inside!"

Catwoman was about to reply when, as if on cue, an almost panicked mental message came from Lynx. Johnny Storm had showed up. The Human Torch entered via the front door, looking down, and said without seeing any of the cats, "Rebecca, would you call Pam, and tell her I will never go out with her..."

Then Sue's younger brother came off autopilot, and took notice of the scene before his now seeing eyes. He saw the Black Cat, then noticed a woman in a blue catsuit that looked an awful lot like his sister. He started to continue with, "Who are all you cats, and where is Rebec...?" when he was clobbered on the head. As he fell to the floor, he saw who'd hit him, and said, "Black Cat! Why?"

He lost consciousness before he could hear a reply.

At that same time, Reed was busily working on his new project in the lab. He heard some raucous noise coming from the room above him, and then heard the Thing say, "Girl, watch out, 'cause it's CLOBBERIN' TIME!"

Reed shook his head, and said, "Computer, open diary, remind me to tell Ben not to let hookers in his bedroom, and if he has to bring them in, to use the guest room, same as Johnny."

However, Reed was making incorrect assumptions. The Thing was not upstairs in his bedroom with a hooker, but was actually fighting Firecracker Cat. Then something hit Ben's mind like a hot blade, and he fell down in agony, with Cracker's energy waves wracking his body.

The White Cat strode into the room, and appeared standing over him imperiously, with Cracker Cat joining her. "Nice job, Firecracker, this will please the Mistress." Then she sent a telepathic message to Catwoman, telling her that she had succeeded in turning the Thing's mind into a vegetable, allowing Cracker Cat to take him out. Catwoman told her to turn off Thing's mind completely, because she had no need for the rocky hero in her plans, and to take Cracker Cat and meet her in the lobby. They still needed to move on and capture Reed.

When White Cat and Firecracker Cat went to the lobby, they met Catwoman and a new cat, who was wearing a blue catsuit and a blue domino mask on her face. When White Cat turned to Catwoman with a puzzled look in her eyes, Selina said to her, "Meet our newest partner, Cheshire Cat! Now then, I want you to escort her to Reed's lab, so we can secure him before we go back; oh, and take Shedder Cat with you."

They all said, "Yes, Mistress," and the White Cat proceeded with the others to the lab. On the way, she set up mental links among the three of them so that no voices would be needed to communicate. Before they entered, she told Cheshire Cat, <We need some cover,> so Sue used her invisibility powers to cloak herself and her new companions.

When they opened the door, Reed said, without seeing who it was, "Honey, can you come in later? I have a lot of work to do, and I..."

Before he continued his words, he was hit over the head by a mallet formed from Shedder's newest metallic skin, and also by an invisible battering ram which knocked the air out of his lungs. Then he felt something like a bomb going off in his mind. With the surprise they needed successful, White Cat told Cheshire to drop their cloak, and all three suddenly came into view. Before he collapsed, Reed saw three catlike women, and one of them looked a bit like his wife Sue, so he said, "Sue?! What...why?!" and he fell to the floor.

Cheshire Cat picked him up with her force field, and stood there with a victorious smirk on her face. Then the White Cat sent a telepathic message to Catwoman, telling her that they had succeeded in the capture of Mr. Fantastic, thanks to the quick work of Shedder and the unique abilities of Cheshire Cat.

Catwoman told her to take Cheshire and Shedder, along with the unconscious Reed, back to the lobby, where, as a group, they would head back to their lair at the academy, so she could deal with the two males who would join Cheshire in the Fantastic Cats. Selina was already envisioning what she would do with the fire powers of the young man at her feet, but would have to decide what to do with Mr. Fantastic once they were back at the lair.


Chapter 4
Avenging the Loss

Avengers Mansion

Sitting at the control console of the communications center in the Avengers Mansion, Captain America was talking to Nick Fury at S.H.I.E.L.D. via a secure channel. "Nick, the Fantastic Four are not responding to any of our transmissions. Even the automated systems in Four Freedoms Plaza are not responding!"

"Yeah, I know that, Cap, but they may be away in another dimension. You know Reed."

"Okay, good point, Nick. I'm still a bit worried that something may be out of the norm, though, so we'll go and check out their situation. Would you be able to send a team from S.H.I.E.L.D. to help if needed?"

"Sorry, Cap, but we can't. We have a lot of work over here, and the available teams are all tied up at the moment. We'll try to help later if you need it."

"Okay, Nick, thanks. Cap out." Then Captain America closed the connection, and called all the on hand Avengers to an emergency meeting. He left the comm center, and proceeded to the meeting room.

After a scant two minutes, Iron Man showed up, followed shortly by Thor and Vision, then Justice and Firestar. A few minutes later, the Scarlet Witch, along with Wonderman, showed up. Wonderman had a pissed look on his face and said, "I hope this is important; I was in the middle of business." His expression turned to a smile as he looked at Wanda.

Cap scowled almost imperceptibly, then said, "It is important; the Fantastic Four have disappeared, without leaving any word. For some reason, even their systems aren't responding, so we're going over to Four Freedoms Plaza to investigate. It could be that they're just away on a mission, with Reed so intent on what he's doing that he didn't remember to leave any word. Personally, I think the circumstances are more intriguing, with a lot of inherent danger, so we'll go in two separate groups. Group One will consist of myself, Iron Man, Thor and Vision. Group Two will be Wanda, Firestar, Vance and Wonderman. Group One will access the building from the main entrance, while Group Two will cover us from the roof, okay team?"

Every one of the present Avengers nodded and said, "Okay," with no questions for Cap, but mumbling among themselves. A note of urgency instilled by Cap's demeanor had every one of them on edge, and they all proceeded to the hangar. They got aboard their Quinjets, and jetted away to the Four Freedoms Plaza.

* * * * *

Meanwhile, in the Cats Lair, Catwoman was trying to think of a way to use the last remaining male Fantastic Four member, Reed Richards. Her plans were already set for the Human Torch, so Mr. Fantastic was the only question. Then an idea came to mind, so she called Cheshire Cat and told her to bring Reed to her chamber. In only a few moments, Reed was in front of her, wearing a collar which stopped him from using his powers, and took away his willpower. The woman who'd been his wife stood by his side, with a wicked grin on her face.

"How are you doing, Reed?" Selina inquired. "Are you feeling well?"

"Cut the facetious pleasantries, you witch!" Mr. Fantastic blurted. He then scowled, and added, "Turn my wife back to who she was before! What have you done to her?"

"Why would I want to do that, Reed? I've made her better looking, and have given her a better life. Don't you agree, Cheshire Cat?"

"Yes, Mistress. I love what you have done for me."

"You see, Reed, she is very happy here, along with all the others I've brought together to join me, and I want you to be happy, also, in serving your mistress. Now, look at my ring, and submit!"

Selina lifted her left hand and placed it directly in front of his face. Reed could not take his eyes off the green ring; it robbed him of his original identity and replaced it with that of a subservient slave. All he could think of was serving his mistress, whom he now knew to be Catwoman. When it became apparent that Reed had fallen under her spell, she removed the collar from his neck so that all his powers could return. Then Selina pointed the red ruby at him, and a glowing red sphere surrounded Reed.

When the red orb faded away, there was no longer any sign of Reed Richards, Mr. Fantastic of the Fantastic Four. In his place stood a beautiful woman with a waist length raven mane, and a figure that would put many models to shame. She was wearing a pale tan catsuit which had great difficulty in containing the two huge orbs projecting from her chest. There was a black puma face residing between these bulges. She had opera length black gloves on her arms, and thigh high black boots clung closely to her elegantly shaped legs. She stood atop her new spike heels elegantly, posing imperiously.

Catwoman and Cheshire Cat both took in this new vision, and Selina said, "Welcome to our group, Puma. That is who you are now. Your intellect is now the driving force behind Rebecca Richards, who has all the powers Reed Richards had, but none of his identity."

In a sexy feminine voice, Puma replied, "Yes, thank you, Mistress. I love what you've done for me, and I'm happy to serve you."

Catwoman walked over to hug her new kitten, then told her, "You will now once again be a partner with the woman who had been your wife. Join with Cheshire, and go bring the Human Torch to me."

As commanded, Puma and Cheshire Cat left the chamber, hand in hand. A few minutes later, they came back in with Johnny Storm. Around his neck was the same type of collar that Reed had been wearing, with his will already nullified. Catwoman pointed the red ruby at him.

When the ensuing red energy field dissipated, his clothes had been changed to a red catsuit. Johnny almost looked like he was aflame in the bright red, even while he was not powered up. Then she pointed the green ring at him, and after removing the collar, said, "Welcome to the group, Firecat! You three are now the Fantastic Cats."

Bowing his head, Firecat replied, "Thank you, Mistress. I'm glad to be joining my two female companions to serve you."

Catwoman then used her telepathic link with the White Cat, and said, <Call all the kittens to the meeting room. We have plans to make.>

<Yes, Mistress, I'll call them all now.>

A short while later, the entire group was in the meeting room, which had once been the conference room outside Emma's office at the Academy. Catwoman told her assembled Kittens, "I'm sure we've gotten the attention of the other heroes now that the Fantastic Four has been eliminated. Now we have to be ready for the Avengers to come after us, or the maybe the X-Men."

Puma raised her hand to make a point, and said, "I believe, Mistress, that the Avengers will be investigating first, because some of the Fantastic Four had been their associate members."

Catwoman turned to her, and said, "Thank you. You have a great mind, Puma, which I'm glad I left at your disposal. If you do feel so strongly that it will be the Avengers who will investigate first, in that case we will take the attack to the them, and try to catch them off guard. I now defer to your own deep knowledge of our future foes. So, Puma, what do you think the Avengers will do?"

"Well, Mistress, I think they are going to head for Four Freedoms Plaza to check on the silence. They will probably split into two groups, and in all likelihood, one of them will go through the front door, while the other one will go in via the roof."

Catwoman thought for a moment, then said, "That sounds logical. We'll split into two teams ourselves to cover them. Team one will be Cracker Cat and Shedder Cat, along with Screaming Cat, joined by Puma, Black Cat, Lynx and Manx. The other Team will be myself, White Cat, Firecat and Cheshire Cat. Team one, you'll go to the front door, and you'll fight the powerhouses of the Avengers who are likely to be in the group headed there. Those of us on the second team will take on the presumably weaker members who will cover them from the roof."

A rather lengthy discussion of who should concentrate on which Avengers in each group then took place, with strategy defined almost exclusively by Puma. Puma also gave a few suggestions on ways to trip up the heroes, since the Avengers were damned near invincible. They would need guile to overpower the Avengers, not brawn. When Catwoman finished her comments, Puma added, "Mistress, both groups should watch out for the Scarlet Witch. Whichever team of Avengers she is on will have a potent power."

Catwoman clapped her hands, and said, "Wonderful, Puma, very good. If the Scarlet Witch is that powerful, I want her with me. If she is with the Avengers first group, get word to me via White Cat. I do hope that she will be in the group that tackles the roof, so that I'll get to her right away. Once we've created enough havoc for the Avengers, or if they somehow seem to be prevailing over us, we'll get out fast. So remember, if any of you hear the White Cat telling you to pull back, go back to the Catchopper. Is that clear to you, my Kittens?"

"Yes, Mistress," they replied, almost in unison.

"Okay, let's get going then, I want to make sure we get there and set up before the Avengers arrive. Get to the Catchopper quickly, and remember the plan. I don't want to lose any of my Kittens."

* * * * *

It was only a short while later, at the Four Freedoms Plaza, that the Avengers of their Team One were entering through the main front door. Captain America said to Iron Man, "This is really strange. No one is here, not even the robotic receptionist, Roberta!"

Iron Man was about to remark, when from out of nowhere came a sonic wave that hit Vision dead center, knocking the synthezoid silly. In tried and true manner for whenever a sudden surprise hit, Cap yelled,
"Avengers assemble!"

This time, though, there were precious few Avengers to do so. Cap was getting ready to warn the second group as Iron Man and Thor joined him near the still dazed Vision when he was caught short. From out of the shadows came two women wearing catsuits, one of whom said, "Avengers, surrender now, or face our wrath!"

The Thunder God Thor raised his mystical hammer, and answered, "NEVER! The Avengers doth never give up without a fight!"

He shot out toward them, while Cap was shouting, "Thor, stop! It's a trap!"

The headstrong Thor did not listen, and one of the cats tore away her skin. A steel skin appeared, and the hammer of Thor hit her in the chest. Shedder's steel skin protected her from the blow, but the force of the impact threw her through the wall behind her.

Puma took stock of the situation, then said, "Lynx, Manx, Cracker Cat! Take Iron Man and Cap."

After Cap jumped over the fireworks and energy waves of Firecracker Cat, he tried to hit her with his shield. However, Cap was hit with a sonic scream from Lynx, who synched with Screaming Cat, copying her power. In the meantime, Iron Man was trying to avoid the razor sharp Manx.

Meanwhile, on the roof, the second Avengers Quinjet landed. As she got out, Wanda said, "I feel something odd, that is definitely not right here."

Wonderman started to reply, "What is it my..." but he was cut off when he was clobbered by an invisible hammer. Before he fell to the ground, he saw three women and a man in catsuits approaching. Before Wanda could hex anything, she was hit with a telepathic shock bomb in her head, which paralyzed her.

When Firestar and Justice jumped into the battle, Firestar was facing a man in a red catsuit that turned into fire around him, and looked an awful lot like the Human Torch. She said to him, "Who are you?"

In reply, he haughtily said, "I'm Firecat, and I will make you obey my Mistress!" Firestar found her microwave powers to be of little use against the flaming Firecat, who was using his own flames to get to her more directly. At the same time, Vance was facing a woman in a white catsuit who was more than a match for him. He saw the other two women go toward Wanda, and one of them, the one in the shiny and sexy black catsuit, pointed her hands at Wanda. Two rays shot from them, one green and one red. This distracted him from his own fight, however, and that was all that the White Cat needed to knock him out.

As White Cat took out Justice, Firecat knocked out Firestar, and took her to Catwoman. Selina was with Cheshire Cat and another woman, wearing a red catsuit. She had pink boots and gloves, and a set of red cat ears coming out of the jet black hair piled atop her head. Catwoman said to White Cat and Firecat, "Welcome your new sister kitten, the Red Ocelot!" Then she said to Firecat in particular, "Wake up Firestar, so we can make her your new partner, Firekitten!"

The red and green rays were shot forth again, and Firekitten was born. Firestar's costume was changed very little to make Firekitten's, mostly being the addition of a flaming cat head to her chest. She kissed Firecat, and said to him, "Hello, love."

Selina saw the results of her work and grinned, then said, "Okay, let's get back to the Cats Lair. Order the Kittens to retreat, White Cat, and take Justice with you, Cheshire Cat."

Then Red Ocelot said, "What about Wonderman, Mistress?"

Catwoman thought for just a moment, then said, "He reminds me too much of a heroine I hate; fry him, Firecat and Firekitten!"

They both eagerly responded, "Yes, Mistress!" In less time than it took to say that, Wonderman was no more, just a heap of ashes scattering to the wind.

When the order to retreat was heard in the mind of Puma, she looked at the situation at hand. Captain America was holding off against Cracker Cat and Lynx, who had adopted both the powers and form of the Scarlet Witch to try and confuse him, while Manx kept Iron Man at bay. Thor, however, was proving his heroic mettle, and Screaming Cat, Shedder Cat and herself where finding it hard to stop him.

She also saw that the Vision was trying to get up. She knew she needed something to distract them, so she took a small disk out of her belt and threw it at Iron Man. When the disk attached to his armor, it shot out an electromagnetic pulse that stopped the armor cold. Puma told Manx to hit Vision so they could retreat, and while she took Iron Man, she shouted to Firecracker Cat, "Let Cap go! Fire a blinding flare at him and Thor."

As Cracker Cat obeyed the order, Shedder Cat and Black Cat, with Puma carrying Iron Man, left the building. Manx gutted Vision, and followed them along with Chatter Cat. Lynx reverted back to his own form as he joined the others in leaving the scene, which was a good thing considering that Red Ocelot may have freaked upon seeing herself in her original form.

The entire group of cats was now assembled, and went to the Avengers' Quinjet on the roof, which after some red rays from Catwoman's ring, became a Catjet large enough to hold the entire, newly expanded group. Then Selina had an idea, and turning to Red Ocelot, said, "I'm betting that somebody in the Avengers is going to take the Catchopper as evidence or something. Can you hex the Catchopper so that whoever is in it ten minutes after it takes off will have their sex changed, with whatever they're wearing modified to match?"

Wanda giggled, then answered, "That sounds so wicked, Mistress! I can do that with ease!" She raised her pink gloved hands, and waved them in a strange pattern. "I've never heard of a more apt use for the term 'booby trap', Mistress! Not only did I set the hex to reverse their sex, but as a bonus, they're going to find themselves in bodies built for porno flics, and if I did it right, some very interesting changes should happen after sunset."

"Ooo, wonderful, Ocelot," Selina almost gasped, then bade her to join with the others in their new transport. After climbing aboard their new vessel, which made the Catchopper look like something from the Stone Age, they jetted to the Cats Lair.

After Captain America recovered from the flare fired by Firecracker, he found Thor in a rage, holding the shredded Vision in his hands and saying, "By Odin, I shall avenge Vision, thou foul cats!"

Cap held up his Avengers card and called the second team, but there was no response, and he became quite worried. He told Thor, "Get up to the roof, and see why Wanda's team isn't responding." Thor went up to the roof, but then, as Cap looked around, he didn't see Iron Man anywhere! He hoped that he wasn't going to lose any more teammates.

They had already lost the Fantastic Four, and God knows where they were now; Iron Man was missing now, also. Vision would need heavy work by the computer to recover. What more bad things could happen?

As a cue, Thor came storming back down from the roof, with more rage than before, and he said to Cap, "Wanda's team have all disappeared, except for a charred Wonderman, who died in flames! And the Quinjet they arrived in is nowhere to seen."

Cap shook his head, and said, "Oh, my dear God! We have to get back to Avengers Mansion and try to get help, any help. Take Vision with you, and let's get to the mansion." Thor picked up Vision, and they proceeded in much smaller numbers back to the Avengers Quinjet at ground level. The jet took off for the mansion, with a worried group of decimated and no longer invincible Avengers aboard.

As they were ascending, Cap caught a glimpse of a heavily modified helicopter that looked like it had been adorned with cat's ears and cat's whiskers. He figured that must have been what their foes had arrived in, but if it was that large, how had they all left in one of their Quinjets? Oh well, it hardly mattered now. He'd have to come back to take that chopper back to Avengers Mansion as soon as possible.


On to the Continuation of this story
 

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