Catwoman Takes on Marvel
Chapter Six

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Story © Steve Zink

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

Chapter 6
From Out Of The Spider's Web

A short repeat from the beginning of Chapter 5...

Black Cat closed the door behind her once the ex-Invisible Woman was gone. She smirked at seeing the hulking form of Iron Man just standing against the wall totally inert, with Puma watching him closely, and made her way into Catwoman's bedroom. Selina had already removed the latex cowl and mask from her head, and was shaking her long black hair to loosen it up after being pent up under the cowl for so long. She saw Felicia approaching from her reflection in the mirror, and was turning as Black Cat said, "Mistress, I have an idea for getting a couple more friends to join our group of Kittens."

"Okay, Felicia, but tell me about it in a few minutes. Right now, our biggest priority is to change the two Avengers we brought back with us, starting with that metallic hunk you passed on the way in. Let's go have some fun!"

Felicia knew better than to try and change her Mistress' mind, and so followed her back out into the larger main room of her quarters...

(In this space Iron Man was changed into Iron Cougar...sort of...)

...With no knowledge that the transformation she'd just accomplished was not quite complete, Catwoman turned and went back into her bedroom with Black Cat right behind her. "Now then, Felicia, tell me about your friends. I'm going to wait and change Justice later. Do either of them have powers that would be of use to us?"

"One does, while the other is a beautiful woman. Spider-Man has incredible strength and agility, derived from a bite he got from a radioactive spider in a lab at school. The other is his wife, Mary Jane, and she is a model with long red hair."

"Long red hair, you say? Hmmm..." Selina mused. "You know, Felicia, back on my own world, there was another woman with long red hair at one time that wore a costume and called herself Batgirl. She's in a wheelchair now, so her heroic identity is long gone. Let's take your red haired friend and do something which I wanted to try a long time ago; I wanted to subvert that little hussy into a slut that could never get enough sex to satisfy her needs, and also change the first letter in her name from a "B" to a "C". I don't care how or what you do to change this Spider-Man, but if you bring me back his wife as Catgirl, it will be a real plus for you."

Black Cat's eyes went wide. "Did I hear you right, Mistress? Did you just say you want *ME* to go and do the changes? You're not coming along?"

Selina was removing the rings from her hands as she answered. "That's right, Felicia. I'm going to stay here and rest, and let you go have some fun on your own. You're my first and most favored Kitten, and I want to see how you do in making the kinds of changes I've been doing, but with your own methods. I now have no worry about the strength of my green ring; while we were coming back into the room, I sensed it telling me that it was at full strength. The subversion of Iron Man must have just been more difficult that those in the past."

"Thank you for trusting me with your rings, Mistress. I already can think of what I want to do to Spider-Man, and turning Mary Jane into a sex-starved nymphomaniac that is also Catgirl sounds like so much fun! I'll be back soon!" Felicia placed the two rings on her own hands, and turned to leave the room. As soon as she was outside the Lair on the way to the Catjet, she experimented with her control of the rings by using the red one on herself. After the red glow faded, it was Mary Jane Watson-Parker who climbed into the jet, not Black Cat. She had a wicked grin on her face, and a totally new costume on her body...

"Catgirl, you say, Mistress? Meooowwwrrrr!"

* * * * *

And now, on to Chapter 6

As Black Cat started to arc high into the sky in the general direction of New York City, her thoughts started to become more and more wicked, coming very close to matching those of her mistress. Catwoman had been more or less enslaved by the strange energy being that had taken her from the DC Universe to the Marvel Universe, there to take on the role of his conqueror. First her costume had been changed from its original purple and black spandex and leather to a definitely more evil looking solid shiny black latex; then, while she slept for the first time in her new universe, Selina's mind was warped into that of a sinister sovereign bent upon turning the heroes and heroines of her new universe into her slaves. What neither Selina nor Felicia knew was that the entity still inside Catwoman was also working through the rings it had placed on Catwoman's fingers.

Rings which were now on the fingers of Black Cat, who at the moment looked nothing like her normal self.

As soon as she was at altitude and on heading, Felicia turned on the autopilot so she could pay a bit less attention to actually flying the Catjet. She had decided that in the interests of stealth and surprise, she should become as innocuous looking as possible. Once again, a red glow enveloped Felicia, and when it faded, she reverted to her own white haired and black and white clad body, but with a mind which was now devilishly more insidious. She willed the Catjet to lose all its recent enhancements, and had anyone been on hand to see it, there would have appeared to be a red glowing orb flying through the afternoon skies. Once it had turned back into an Avengers Quinjet, Felicia changed it even further into a seemingly average Cessna Citation biz jet.

When air traffic control suddenly noticed a high flying aircraft in their system where none had been moments before, near panic erupted. The bogie was nowhere near any other traffic, thank God, and so a sense of business at hand took over from the brief spike. When they radioed the bogie to find out what was going on, Felicia told them she was Black Widow, doing some classified work for the Avengers, then apologized for not letting them know in advance about entering their airspace with a new stealth system being tested. She then set her transponder for the code they gave her, and became a normal bit of air traffic to handle all the way to her destination, JFK International Airport. With the background Natasha had, they had no problem accepting her story, and also her request to not make any official notations of her odd flight.

As soon as she had parked the fake Cessna on the fixed base operator's ramp in the far corner of the huge international airport, Felicia used her red ring for another change, and it was a beautiful woman with long coppery red hair dressed in a sleeveless midi-length light blue dress and over the knee high chunky heeled boots that came out its door. The apparent Natasha Romanov made her way inside to make arrangements for the servicing of her aircraft and related fees, all to be charged to the Avengers. She then proceeded to the ladies room where another red glow could have been seen in one of the stalls, out of which came the snow white haired Felicia Hardy, still in what Natasha had been wearing. Of course, Felicia made sure she was alone in the restroom before using her ring, so no one was on hand to see that glow.

Felicia then went to the sidewalk in front of the FBO and waited for the cab she'd called for from the lounge inside. After the usual short wait, she got into it for the usual long trip into downtown Manhattan. As the long trip to her own townhouse got underway, Felicia made one alteration to the route by adding a stop at the central downtown library, then started thinking about just what she could do with the hero who had once been her good friend, Spider-Man. From what she'd seen done so far by her Mistress, she was positive that not only would he become a spider-powered kitten, but a very feminine spider-powered kitten. But what to call her?

She would definitely be as deadly as a black widow, but that name was still owned by the Avenger she'd just impersonated, and whom they had yet to get their hands on. Since there weren't any cats or spiders with names that related to both species that she could think of, Felicia decided that the transformed Spider-Man would become known as Arachnacat. And since Selina had told her to make Mary Jane into a sex-starved nymphomaniac, whenever Arachnacat was out of her costumed identity and form, she too, as Patsy Parker, would be unable to ever satisfy her own sexual urges.

The cab came to its first stop at the big downtown library. The cabbie watched the meter toll go higher and higher as he waited in the garage while Felicia went to the reference room and its computers to so some research on the web. Her Mistress had mentioned a heroine named Batgirl in her own universe, and while Felicia doubted she'd find any references to any "DC Universe" heroines in any books, she had a hunch that the web would be more help. Sure enough, after altering the target of her search a few times, she found a site with a huge page containing the names of heroines and villainesses of both the DC and Marvel Universes. When any of these names were clicked upon, a connection to an individual page with that person's background, history and intricate details about their powers and fighting abilities was made. She doubted that very many people in her Marvel Universe even knew about the DC Universe, so this site she'd found was a real surprise.

Out of curiosity, before she went over to the DC side, Felicia clicked on their entry for Black Cat to see what they said about her. Damn, how did they know about that? With a slight blush forming on her cheeks, she went right away over to the DC side of the site, and scrolled down first to Catwoman, so she could see what her Mistress had been like before. The sheer depth of background material from her early days as a prostitute all the way to just before Gotham City became No Man's Land made Felicia wish she had time to stay and study it.

She then scrolled back up to the entry for Batgirl, and made note of the many costume variations she'd worn over the years. The amount of detail it had on the heroine's fighting styles, personal habits, and even the workings of her utility belt got Felicia very interested, and without realizing it, she committed all of that information to memory. She also saw just why her Mistress had wanted her to go after Mary Jane. The resemblance was uncanny.

With very little of her Mistress' background noted, but quite a bit about Batgirl, Felicia closed her connection to the web and then made her way back down to the garage. The now impatient looking cabbie was still waiting for her, and she groaned when she saw the meter after climbing back into the rear seat. She knew it was worth every penny, though, and also knew that the cabbie was sticking with her because of the promise she'd made about making his trip really worth it once they got to her place.

Felicia was grinning broadly as she handed the cabbie her credit card after running inside quickly while he waited at the curb outside her townhouse. That balding blonde cabbie with a really thick gut had been more than pissed as they were leaving the airport when his beautiful fare had told him that she didn't have any money on her, but would need to get to her purse inside the house once they got there. He assumed that he was going to get a nice lay from the beautiful white-haired chick after that promise she gave him.

Even with the promise she'd made to him, though, he still felt deep down that he was going to get stiffed. His dour mood turned into a big grin when he saw the size of the tip she was adding to the fare, however. Then, as the cabbie leaned back into the middle of his hack to put away the charge slip, Felicia looked all around to make sure there were no apparent witnesses, then waited for him to turn back up toward her. As soon as he did, a red aura developed around him as she held up her right hand.

As the red glow faded, Felicia held the green ruby on her left hand in front of the now voluptuous brunette's beautiful eyes and said, "You are now known as Charlotte Fleming instead of Charles Fleming, my lovely. And lovely you are! I've given you a body so perfect for your new role that not only models would envy you, but your average exotic dancer would just die to have some of your assets. Driving a cab is just something you do to meet people and have a bit of fun; you get your primary income at night, and those of your bed partners who join with you as males will wake up the following morning as incredibly beautiful females themselves. The female partners that you take will turn into sex-starved hussies who can never get enough.

"You know all this will happen, and hide it from them all since you get such a thrill from being the evil little minx who brings them into their new worlds. And don't you worry about getting pregnant; you are a fully equipped female, but your ovaries will never produce eggs. You also have no susceptibility to any sexually transmitted diseases, including AIDS, so you can have sex as often as you like without any worries. Your driver's license and all the other paperwork in your cab have been altered to your new identity. I'll leave it to you to change things back at your house. Have fun, my dear!"

The new Charlotte briefly closed her eyes, then grinned up at Felicia as she waved and then took off down the road with a sly grin on her bright red painted bee stung lips. She was already dressed far more provocatively than your average, or for that matter, any female cab driver. She wore a shiny black lycra spandex long sleeved leotard which clung very closely to the huge melons sticking out from her chest with rigid nipples poking out at their peaks. There was a pair of black lurex hot pants just covering her waist and ass; they hardly went down her legs at all, and got nowhere near as high as her tiny waist. The wide shiny black belt which was at the top of these shorts nearly came to the hem along her thighs, so short were these shorts.

Her beautifully tanned legs needed no hose, but she had some black crotchless fishnets in the glove compartment which she'd find later. Over her bare legs, she wore a pair of shiny black knee high boots with fuck me stiletto heels. She had no trouble at all in driving with these incredibly high heels, nor would she find any difficulty in walking, standing and posing in them a bit later. Felicia had given Charlotte a body fully equipped for her new role.

Felicia herself was wearing a wicked grin now, and muttered, "Oh, my! I never knew how much fun it could be to change nondescript men into gorgeous women; and even better, this one is going to be turning a lot more guys into gals! And to think, I'd thought Mistress only wanted me to change Spider-Man and Mary Jane for her. With the power I now have, I could have even turned Charlotte into a supervillainess; I think that being the carrier of a sexchange and sex enhancing power will be enough for her, though. I wonder just how many guys she will get together with..."

With that, Felicia determined to get on with her assigned mission. She got the keys out of her purse and locked her door, then got into her bright red Ford Mustang. Since the Mustang barely held more than two people comfortably, she drove it into what appeared to be a closed off alley so she could be hidden from view. She used her red ruby, and moments later was sitting at the wheel of a Ford Explorer. This had a large open space in back, and it would soon be filled.

Felicia stopped at ten different pet stores so it wouldn't seem too odd, and bought a total of fourteen cats and kittens of various breeds, only one of which was jet black and one other snow white. These two were going to have special places once she was in her own black and white again. Then, with loud meowing coming from the space behind her, she drove toward the Parkers' townhouse.

Because it was now late afternoon, Felicia knew that Peter would not yet be home, but had no idea if Mary Jane would be back from whatever modeling work she might've been doing. She was glad they were the only ones there now, since Peter's Aunt May had passed away the year before. As she turned onto their street, she could see that their driveway was empty; this was going to make the whole thing work so much easier. She backed into their driveway, then used her powers to make her way up the back side of the house to the window she knew from past experience would be open in the Parkers' bedroom.

She went over to Mary Jane's closet, and after opening it, used her red ring to change every single piece of clothing and every pair of shoes and boots within. Among all the costumes and costume parts that were now in this closet, one in particular was very intricate in its detail, thanks to all the information that Felicia had attained at the library. Some of the non-costume clothes still looked the same as before, since MJ was going to still be working at the modeling studios, and would need to attract no undo attention, but all now were sized a good bit differently.

She then opened up Peter's closet, and just as she was about to change everything there, also, she had second thoughts. Since it was going to be arranged that Peter Parker would meet an untimely end, not a single piece of his attire and costumes needed to stay. However, she decided that changing everything in the presence of the newly made female would be better than doing so in advance. As an afterthought, she then decided to open up MJ's dresser drawers, and again altered all of the contents. Once finished, she went downstairs to the front door and unlocked it from the inside.

The clowder was brought in from her truck, and let out of their cages in the living room once they were all inside. Her red ruby was put to use in shrinking all the cages to matchbox size, and then they were placed on a shelf in the closet. Then, as an experiment, Felicia used her green ruby to see if the cats could be put under her spell. The Siamese pair, which had been one of the most active of the group upon release, stayed in place on their haunches after she willed them to do so. With this discovery duly noted, she went to each cat and kitten and made them lay down for the time being.

Then Felicia went outside again to move her SUV a block down the road to another alley with a restricted view. As soon as it was a Mustang again, she parked it just around the corner from the Parkers' place. She didn't want to make it obvious that she was there, because in at least MJ's case, surprise was off the essence.

After she got back inside, Felicia used her red ring to change from her blue outfit back into her costume, and started wishing she'd had that capability from when she'd first donned the tight fitting black and white costume. On a whim, she added some heels under the boots of this conjured up costume, and upon looking down, decided they looked too good to remove. She also made her black domino mask look just a bit more evil looking than it had in the past, and thought her Mistress would approve, since it resembled the cat mask that Catgirl would soon be wearing very much. However, she doubted it would be different enough to alarm Peter, and MJ would never have enough time to become alarmed.

Black Cat had all fourteen of her little furry friends squeeze into the same coat closet into which she'd put away their cages, and was pretty much unused during that time of the year; it would therefore most likely remain unopened when MJ got home. Then Felicia curled up with the most recent issue of Time Magazine in the big red chair opposite the TV in their living room, which she'd grown to enjoy so much back when she and Spider were a thing and he was not yet married to MJ. She grinned when she saw the small story about what she and her Mistress were doing, or more accurately, what the story's authors thought they were doing. Catwoman seemed to be getting all the credit, with no mention at all that she could see of her own involvement. She didn't get to finish, though, because just then she heard MJ's dark blue Camaro pulling into the driveway. She quickly put the Time back on the magazine stack, then went upstairs to hide in the bathroom.

Mary Jane Watson-Parker had been doing a fall season fashion shoot that afternoon, and was most definitely not wearing any of those heavier clothes as she came back to her house. She was wearing a midriff baring short sleeved orange top which held her bounteous breasts very nicely, then stopped just below them, along with a pair of khaki Docker shorts. Her feet were in very comfortable tan sneakers, and her sunglasses were propped up into the hair over her forehead as soon as she got inside the front door. Her long red hair had been specially styled for the photo shoot, and instead of falling straight down her sides and back like usual, it was all off to one side, half down her left chest and half down her back. She couldn't wait to get it back to normal; she thought it looked pretty sloppy, herself, and she knew her husband liked it flowing down over both her breasts and back, also.

As soon as MJ had sorted through her mail, she headed up the stairs to go fix her hair in her bathroom. As she got into her bedroom, she noticed the closed door to the bathroom, and couldn't recall shutting that door when she'd left it earlier in the morning. Unfortunately for her, MJ gave it no more thought, and upon opening said door, was surprised to see Black Cat leaning back against the sink top.

"Hi, MJ! How's life? Hope you've enjoyed it, because your present life just came to an end." Before the astonished model could make any reply, Felicia raised her left hand and held the green ruby before her eyes. MJ's eyes went wide, then a dull look formed on her face as she fell under the influence of the ring, in its spell.

"You are no longer the wife of a man named Peter Parker, Mary Jane, but you do still remember him as Spider-Man. You are now a single woman with completely insatiable sexual needs. You're a narcissist, but even so, must try to sate your desires with the prick of any man you can find. You will find that the tender ministries of another female can fill your needs even more, which means that you are now a bisexual nymphomaniac. You are still a model, and will draw even more attention than before. This is only for while you are not involved with your primary lifestyle, however; from this point on, you have the nefarious mind of an incredibly skilled evil villainess known to the world at large as Catgirl. You are a kitten to your Mistress, Catwoman, and you do your dirty work alongside your partner, me, Black Cat."

Felicia lowered her left hand. The blank look left MJ's face, to be replaced by a wicked sneer. "Now then, who are you?"

"I am a nymphomaniac, bisexual whore named Mary Jane Watson. I'm a fashion model who will use modeling as a cover for my life as the villainess called Catgirl."

"And who do you serve?"

"I serve at the side of my fellow kitten Black Cat to please my Mistress, Catwoman," she practically purred with an evil tone.

"Very good, Mary Jane. Now, using my other ring, I'm going to fix you up so that you will look your part even more." Black Cat held up her right hand, and the red aura developed around the already more than beautiful redhead. When that glow faded, Mary Jane's hair was back in the style that she'd gone to the bathroom in the first place to fix; in becoming changed, she'd actually become more normal in that case.

However, whereas before MJ had sported ever so slightly more than normal boobs for her body size, she now was carrying a pair that would have done an exotic dancer proud. Still, as large as they now appeared, she looked quite balanced with them, with perfectly proportioned hips and waist to balance their size. In effect, MJ had just become an idealized female form; her new proportions were such that very few of the people she'd worked with in modeling before would notice anything more than the fact that Mary Jane had done just what many other young models had done - get breast augmentation.

More than that had been altered, however. MJ now felt very physically all the needs that her mind had accepted as her new identity. She also had an incredibly enhanced agility and increased muscle tone and power. Catgirl would be equal to her partner in combat, but skilled in the use of tools and weapons since she had no superhuman powers. And as if the work of the green ruby had not been enough, her mind was now enhanced and fully aware of the evil role she now had.

"Now then, Mary Jane, Spider-Man is going to be arriving at this house sometime soon. I am going to trap him here and turn him into another kitten to serve our Mistress. I'm going to need your help as Catgirl. As soon as I have him hanging from the ceiling, I want you to come out wearing your costume. You will find more than a dozen cats and kittens already milling about below him - these are now your household pets! - and upon your entry, they will all come running to you. As soon as you've introduced yourself, with one of the kittens cradled in your arms, I'm going to alter Spider-Man into a woman with the killer bite and sting of a black widow on top of all the spider powers he already had, and the mind of devoted kitten of Catwoman's. Just wait until you see the costume I've come up with for her!"

MJ grinned wickedly, then turned to go into her bedroom to change as Black Cat left to go downstairs. But first, she figured she had a bit of time, and so went to her bed and put her fingers to use in satisfying some of that deep craving she felt. She fondled her now huge tits, tweaking her nipples, which made her very hot and juicy. While her left hand continued to play with both of her mounds alternately, her right went to her crotch; the claw-like fingernails she now sported made quick work of pinching her engorged clit, which brought MJ to a crashing but seemingly still inadequate orgasm.

Thus at least partly quenched, she sat at her makeup table and turned the bright model face she'd started with into that of an incredibly evil looking vixen. This done, she rose and went over to her closet, where she found all the changes that Black Cat had accomplished earlier. To her, though, there were no changes; what she found was her accustomed wardrobe with all her now very sexy clothes, and also her costume collection. It was all accustomed to her because of the way in which Felicia had unknowingly transferred her own knowledge of them to MJ during the mental reprogramming she did. Catgirl ignored all the super sexy underwear in her drawers, and got to work getting into costume.

* * * * *

As soon as Black Cat left her new teammate to go back downstairs, she opened up the closet door to release the cats. She instructed all of them to stay around the red chair, doing pretty much as they pleased, but to scamper toward Catgirl when she appeared; the calico kitten was told to jump up into the waiting arms of Catgirl. She then curled up in the red seat once again, this time with the black cat resting in her lap, practically disappearing against her black spandex. The white cat wound itself around Felicia's right boot, also doing a near disappearing act. Now all she could do was hope that Spider came home in costume, and not as Peter in civvies.

While she was waiting, Black Cat heard the muted scream come from upstairs, and grinned wickedly as she thought of the deep sexual needs that MJ was feeling but for which she would never find satisfaction. Then she thought of the soon to be Patsy, and the totally new to her sensations and needs. Catwoman had taught her well. Black Cat was a very good apprentice, and for that matter, seemed to be outdoing even her Mistress.

The issue of Time had to be placed back in the magazine pile again before Felicia could finish reading that article; the object of her waiting came swinging to the hidden side window of the townhouse, fully decked out in his red and blue costume with black webs all over it. Spidey's eyes went wide under the white eye spots of his mask when he caught sight of Black Cat lounging in his living room chair; as if that wasn't enough, she was surrounded by a horde of cats and kittens! He shot a web line up to the ceiling over her head, and while hanging upside down in front of her said, "Felicia! What brings you here?!"

"Hello, Spider! I just decided to drop in and see what's new with you and MJ. It's been a while."

"But what's with all these kitties?!" Spider-Man asked as he reached out to pull a small brown kitten from the back of the seat and hand it to Felicia, who he now noticed had her namesake on her lap and a white cat at her feet.

"They're our pets; don't you recognize them?" came a voice which Spidey recognized but sounded slightly different, from behind him.

Spider-Man watched as every single cat, including the two on Felicia, went scurrying in the direction of that voice. Then he swiveled on his web line, expecting to see his wife. "MJ?!" he gasped.

"Yes, but while I'm dressed like this, Spider-Man, I'm known as Catgirl," she said as a calico kitten leapt up into her waiting arms, which then cradled it.

If wide eyes and a gasping mouth could have been seen under Spidey's mask, the apparent shock of seeing what looked like his wife would have been obvious. She was dressed in a practically transparent sleeveless sheer black leotard with glossy black panels covering just the aureolas of her seemingly monstrous breasts and the small tuft in her crotch, shiny black gloves with sharp claws going all the way to her upper arms, and thigh high black boots over black fishnet hose covering her legs. Those boots had stiletto heels the likes of which Spidey had never seen, and the only non-black she was wearing was a wide red belt around her upper hips, well below her tiny waist. Up top there was a black domino mask which covered her eyes and swept up and back to points above her ears. The black of the mask was set off perfectly against her fiery red hair.

Every one of the cats, save the small calico, was milling about those incredibly high heeled boots.

As he hung suspended in disbelief, Peter was shocked to feel his web line change into something almost solid, anchoring his feet. He'd been concentrating on the appearance of Catgirl just as Black Cat had anticipated; he never saw the red glow enveloping the web line securing him to the ceiling.

"Yes, Spider, your wife is now Catgirl. I guess you haven't heard yet; I'm no longer on the side of the angels," Black Cat told him. "Ever since Catwoman came into our universe three days ago, I've been at her side as we've started to take over. I know now that you've encountered Catwoman as a semi-heroine before in some of your cross-universe adventures, but after she was brought here to our universe, she took on her new evil persona. So far, most of Generation-X have been turned into Kitten-X with the unwanted members eliminated, three of the Fantastic Four have become the Fantastic Cats, and after eliminating a few of the Avengers, we turned four of them into more kittens." (Felicia was unaware of the fact that Selina never got to Justice, and the conversion of Iron Man didn't work out as planned).

Then Felicia raised her left hand to point the green ruby directly into Spidey's eyes. From her own experience over the years, she knew that the white ovals he looked through would also allow the mystical energy of the enthralling ring to do its thing. "MJ is no longer your wife, Spider. She is now at my side in serving Catwoman, and the main reason she's no longer your wife is that in moments, you will no longer have any claim to a sex which could call itself a husband. Your name is not Peter any more, but I do want you to hang on to all the memories of your past; your male background may come in handy at some point, along with all the experience you've gained as Spider-Man.

"You are now Peter's cousin Patsy Parker, the bisexual house mate of Mary Jane Watson. Like MJ, you are a narcissistic nymphomaniac who will never be able to satisfy your sexual cravings. You both will make an interesting couple on the streets selling yourselves. Unless you decide to join your house mate in her modeling, or possibly some other jobs which put your fantastic body to good use, this street income will be your only livelihood.

"In just a few moments, I'm going to alter your body to fit the description I'm giving you. You see, you can forget about being the hero called Spider-Man. You are now the unimaginably evil villainess called Arachnacat, and you serve your Mistress Catwoman under her two cohorts, Black Cat and Catgirl. You will still have all your regular spider powers, but in addition, you will have a retractable pair of agile and very useful spider legs on each side of your back which will only be seen when you wish them to appear. Also, you will have a deadly bite which will contain a venom the likes of which has never before been seen, and your web shooters will have the ability to project this venom as a sting."

The green ruby was lowered from the hanging Spidey's eyes, then Felicia raised her right hand. A glowing red orb formed around his shape, and when after a few seconds it dissipated, that shape had been altered considerably. It's a good thing that the material the spider costume had been made from was capable of stretching, and for that matter, contracting to a huge degree. Within that suspended red and blue spider costume was now an obviously *very* female figure, moderately smaller in stature than before. But not all of her was small.

Whereas MJ's new chest would have done an exotic dancer proud, Patsy's breasts would make most strippers die from envy, appearing to be almost the size of volleyballs. The perfectly shaped and proportioned legs and thighs she had made her minuscule waist look even smaller than it was, and made her chest look all that more incredible. Easily visible in the material stretched over these huge melons were her two aureolas and very stiff fingertip-sized nipples. Also, the back of her cowl was bulging enough to make it obvious that there was a long mane piled up inside it. The long and svelte fingers within her gloves had obviously long nails on them, looking almost like claws within her fingertips.

Felicia used the red ruby one more time, and turned the clamping line around her feet back into a web line. The almost impossibly good looking body lowered itself, and with a motion her watchers could only marvel at, twisted to a standing position just in time to stand before Black Cat.

"Now tell me, who are you?" Black Cat asked.

"My name is Patsy Parker, but I'm known more often as Arachnacat. I use all my spider powers and my spider bite and sting to make as much trouble as possible. I use my incredible body as Patsy, too, since I'm a nymphomaniac; my sexual needs are too strong to ever be satisfied, and I have to sell myself to try and alleviate these needs. I'm also bisexual, and my house mate MJ and I get off on each other a lot."

"Very good, Patsy. Tell me now, who do you serve?"

"I serve no one but my Mistress, Catwoman. I do take orders from my fellow kittens, Catgirl and you, Black Cat, but it is Catwoman that I will follow above and beyond anyone else."

"Very well, Patsy, I'm glad to hear that you will follow the instructions that Catgirl and I give you; your loyalty to Catwoman is the most important one. Now, don't you think that costume is just a bit inappropriate?"

"I look like some damned Spider-Girl in this thing! I want something to wear which will make anyone seeing me know how evil I am, and at the same time, show off my incredible assets. But where am I going to find anything like that?"

Catgirl grabbed the little calico by the nape of its neck and set it on the floor, then said, "I do believe that since there are no longer any males residing in this house, the collection of clothes in the bedroom upstairs is pretty useless. I'm sure that the red ruby on Black Cat's hand can change that for us."

"Indeed it can, Catgirl. I want you to be surprised by what we do, though, so how about you play with your cats for a while? Patsy and I are going to go up and get her outfitted."

Catgirl grinned impishly, then laid down on the floor to tussle with her playthings as the apparent Spider-Girl followed Black Cat up the stairs.

Black Cat and Arachnacat stood in the entryway to what was now *her* bedroom. "Before we do anything to adapt your old male wardrobe to fit your new body and persona, how about taking off that Spider-Man costume, Patsy?"

"My pleasure, Felicia. This heroic look is revolting. But it may come in handy someday, just as you said my male memories could prove useful. Let's hang on to it and a few of it's mates, with but one alteration, but change everything else. I can't wait to get into something which will show just how malevolent I truly am. For that one alteration, can you make these plain looking boots I'm wearing look more feminine?"

"Sure, Patsy; go into your closet and get however many of those Spider-man costumes you want to save, then come back out."

A few moments later, Patsy came back out holding three hangers in her left hand.

"Okay, Patsy, get ready to stand a lot higher!" Felicia said with a wicked grin on her face. She lifted her red ruby and let loose. A now familiar crimson aura formed around the incredibly shaped Spider-Girl, as Patsy had put it, and after a brief moment, it faded away to reveal her standing in a much more statuesque pose. Her long, lean and elegantly shaped feminine legs now had shiny red vinyl boots on them that came halfway up her thighs, and had killer stiletto heels under them which increased Patsy's height by six inches. The costumes she was holding now had the same boots accompanying them.

"Ooooo, wicked!" Patsy said in looking down her right side to see what was making her almost stand on her toes. "But this is still the outfit belonging to a hero; I'm getting out of it now so that I can start wearing something a lot more appropriate." She laid the three costumes on the bed, then started to disrobe by unzipping her new boots.

For obvious reasons, Felicia had never before watched as the person she'd known as Spider took off his costume. Now, however, she was very attentive as the female she'd created performed an impromptu strip show. While she knew about what to expect, Felicia was still surprised as Patsy pulled the cowl off her head and shook free her long black hair. How any woman could make this a sexually exciting act was beyond anything Felicia would have expected, especially from a female who until mere minutes before had been a very virile male. She started to wonder just what kind of capabilities the red ring really had in altering the very makeup’s of those it was changing.

Since there was obviously no bra between Patsy's tremendous tits and the material of the spider costume, as she pulled it down those two melons flopped free. Flopped is the wrong word, though. They were incredibly pert and tight, with no sign of sag. A better description would be that they sprang free. For if they'd looked big in the costume, those monstrous mammaries seemed even larger and more full in the open.

As the costume was lowered past Patsy's new crotch, Felicia lost it. The thin black bush and pouting labial lips surrounding Patsy's new slit awakened a long-hidden need within Felicia herself, that which had caused her to blush so deeply back in the library. How the authors of the piece on her in that website had known that she was involved in a hot affair with Elektra many years before the assassin died was beyond her, but the yearnings from all those years before suddenly came shooting to the surface. Before she knew what was happening, Patsy found Black Cat bounding to her feet and clasping the new woman in a tit crunching hug. With the remaining bits of her costume still down around her legs, Patsy found herself incapable of moving out of Felicia's grasp.

But move *out* of her grasp, you might wonder?

Patsy twisted her body somewhat to alter the angles at which she and Felicia were entangling, and squeezed even harder, then put her lips squarely on the white haired beauty's. Years of experience in kissing as a male gave her all the info she needed to bring forth her partner's tongue. They played a sort of anatomical sword fight, then alternated with each other in gently biting each other's tongues. By this time, the even more agile than before body of the spider powered villainess had the remainders of her old costume kicked aside.

"I feel like I'm at a disadvantage here, Felicia," Patsy cooed as she got her mouth free of her now very different friend. "I'm totally open and naked, while you're all covered up!"

Black Cat needed no further prodding. She didn't bother with a strip show of any kind; her costume was shucked in damn near record time as soon as she had pulled off her boots and gloves, slowed ever so much as the rings had to taken off. Then, as excited and eager as Felicia was, she suddenly felt inadequate. Compared to the body with which she'd equipped her new teammate, hers just looked so unexciting. But just as Felicia was starting to wallow in her breast inadequacy, Patsy pushed her over onto the bed and started nibbling on her nipples. All negative thoughts left her mind; an incredibly sensuous and seemingly sensitive voluptuous female was bringing back her suppressed desires, and already starting to satisfy them. Had Felicia's own innermost haunting desires led her to the sexual makeup’s she'd given to first MJ, and now Patsy?

The girls alternated at working on each other's tits, with one nipple being chewed on while the other was kneaded and pinched by one hand. The other hand was always down in the hot and *very* moist nether reaches of each other. In no time hands were no longer needed, as Patsy reversed her position on top of Felicia and two tongues started savoring the hot vaginal juices of eager cunts. Felicia was not surprised in the least to find that Patsy's cunt seemed completely virginal; while Patsy was able to play with and easily arouse her clit, Felicia had great difficulty in getting past Patsy's hymen. So, while Patsy easily brought Felicia to a number of fast and ferocious orgasms, the new woman herself proved to be a harder case. Between gentle strokings of Patsy's inner thighs, careful licking and fingering inside her still tight twat, and raucous sucking and toothing of her monstrous tits, Felicia did manage to bring her to the first orgasms of the rest of her new life.

Luckily, neither woman was a screamer. So aside from the amount of time they *lost* in enjoying themselves, neither felt in any way that they'd cheated the new villainess waiting downstairs for them. Since showers or baths were out of the question, both made use of plenty of toilet paper in drying their crotches.

Felicia put her costume back on almost as quickly as she'd taken it off; however, before doing so, she did an experiment. Since Patsy was similarly sized other than her tremendous tits, Felicia had her put on the black spandex unitard. The white trim along the deep 'V' of the costume was really pushed out by those monsters, and right then and there Felicia dropped any thoughts she'd had of using her red ring to make her own breasts any larger. She realized that her own assets were hardly inadequate, and just seemed that way when in close comparison to the almost impossibly large tits she'd given her newest teammate.

"No offense, but I don't want anything that covers me as much as your costume does, Felicia," Patsy told her as soon as Black Cat was back in full costume, including her rings.

"I have no intention of trying to cover up your awesome body, Patsy. I'm going to give you some of the most revealing and/or tight fitting clothes ever seen on a woman for your street life, and just wait until you see what I've been planning for your Arachnacat costume. Let's get to work, now that we've had so much fun."

"Oooooo, I can't wait," Patsy cooed in such a sexy voice that it seemed to belong to a whore; but then, what more could be expected from the lips of the insatiable whore that she now was?

Felicia blushed, but Patsy just giggled. What kind of sexual monster had she created, Black Cat started to wonder. Then she remembered the sexual bomb she'd created in the taxicab earlier; the havoc she could create would make Patsy look tame. However, it was a very evil looking grin which replied to these thoughts; the corruption of Black Cat had already progressed to the point that mercy and second thoughts became anathema to her. In fact, she was looking forward to putting her borrowed rings to even more uses, the sooner the better.

So as they both went back to the still open closet, the thoughts of Felicia Hardy became even more vile than any she'd had since putting on the rings for the first time. Patsy wants revealing clothes, does she?

"Patsy, it's a good thing you grabbed a few of those Spider-Man costumes you wanted to save. I'm going to hit the closet with one big massive change. How about going back in first, though, and getting one more costume that I can alter and add to MJ's costume collection. While you're getting that, I'll go over to your dresser and change all your underwear for you."

As soon as Patsy went into the closet, Felicia got to work. All the undershorts became panties consisting of very little material, some being no more than G-strings; t-shirts became bras, but not very many, since Patsy would rarely be wearing any bras. Remaining t-shirts turned into spandex and ribbed tube tops. Socks became various shades of sheer hose, including some crotchless pantyhose and fishnet tights, with nary a crotched set of anything other than a few panties to be seen. Patsy now had a full set of underwear that made the one set up by Felicia for MJ earlier look tame.

Felicia looked up when she was finished, and saw Patsy coming out of the closet with one hanger in hand, holding the familiar blue and red costume, still with the original boots. She had Patsy hold that hanger from her outstretched right arm, and then hit just the costume with the red ring. Its cowl became modified to allow hair to stream out the bottom of its back, its gloves were changed to opera length, and while getting the same heels that Patsy's versions got, the boots remained at knee height. Felicia took it from Patsy's hand, then walked into MJ's closet to add it to the costume collection she'd made earlier.

She then moved over to Patsy's closet doorway, and turned her red ruby loose. When the red glow faded, there wasn't a single item of male clothing in sight. Instead, the hangers now held dresses and skirts with hems just below crotch level, bib sets, unbelievably minimal shorts that made hot pants look cool, a large number of both clingy and near-transparent blouses, lycra spandex tops and leotards, and more than a few body stockings.

Where the Spider-Man costumes had originally resided were now the barely there pieces of the Arachnacat costumes. Everything was a glossy jet black, and composed entirely of PVC or latex. Black Cat stepped into this new closet full of goodies, and selected one of the new villainess' even newer costumes.

Patsy passed her as she was coming out, ready to place the modified Spider-Man costumes back in their hiding places. She whistled lowly when she noted all the incredibly sexy clothes that were now hers. The ex-male still on hand in her mind readily appreciated how much those new clothes would entice males. She put an evil grin of her own on those luscious new lips as she looked forward to her new life. While Felicia had thought that she was imposing a debilitating sexual orientation and set of unquenchable needs on her, Patsy viewed it entirely differently; she looked upon her new life as a challenge, to see just how much sex she could engage in during the shortest possible time limits. On top of that, the evil almost beyond measure makeup of her mind had her already thinking of ways to corrupt men and even a few women with her wanton ways.

When she came back out, Patsy saw Felicia holding up what looked like a few strands of shiny black material, possibly latex, along with a pair of shoulder length gloves and a pair of thigh high boots, both ultra glossy and looking like PVC to her. Felicia offered her a set of panties, and Patsy confirmed that they were latex. The sensations she felt as she pulled these on over her just recently excited cunt sent more waves of sexual bliss through Patsy's body, and she realized that her costume was intended to keep her in a state of constant sexual arousal. But whereas Felicia had figured that this would humiliate Patsy, she was surprised to see a wicked grin forming on the new girl's lips.

Next Black Cat handed her the thigh high boots. These were made of a very stretchy material, but apparently not PVC or latex. Patsy sat down on the edge of her bed and pulled them on, finding in the process that they clung very tightly to her legs, shaping them even more than their already almost perfect form. The boots had two-inch platforms and seven-inch heels, and Patsy really towered over Felicia when she had them both on and stood next to her. Felicia handed her four black latex strips, which Patsy stepped through and pulled up to her thighs above the boot tops, two per side.

"Before you put on your top, Patsy," Black Cat asked, "how about showing me those spider legs you have embedded in your back?"

Patsy hadn't even thought about them, but at the suggestion, both pairs sprang into view. She flexed them and waved them about, feeling the inherent strength in each one. Unexpectedly, Black Cat found herself suddenly drawn into another embrace with her new creation. The spider legs had extended all the way to her, with the tips grabbing her tightly and then drawing her close, with Patsy's arms hanging at her sides. Without warning, Patsy suddenly released Felicia and spread her legs wide; she grabbed her huge tits with her spread hands, reacting to the feelings generated in each both from the contact with Felicia and as her chest and back muscles worked those legs. Then, almost as shockingly, the legs vanished into the hidden pockets on Patsy's back, moving with a speed that surprised both girls.

Felicia was still gasping when Patsy said, in a low, sexy and evil sounding voice, "Thank you for these incredible appendages. They are going to become *very* useful. And by the way, I am not Patsy now...I am the feminine feline fright known as Arachnacat."

Now sneering herself, Black Cat handed her new accomplice the top which matched her panties. With a dexterity she didn't know she had, the new villainess placed the cups of the minimal bra over her huge tits, covering very little more than her aureolas and nipples, then hooked it behind her back, just below the opening for her stowed legs. Then she pulled on the gloves, which stretched as well as latex without any of the hassles of the usual powdering beforehand. Web shooters were built into the wrists of these gloves, along with the tiny barrels of her widow's sting which mated with the small openings in her wrists.

It was when she noticed these that Arachnacat remembered her widow's bite; she walked over to her mirror with an incredibly sexy sway of her hips, and with an ease that made her forget that she was now wearing such high heels. There she saw the tiny injectors on her incisors. She was smiling broadly when she turned away from the mirror to see Black Cat holding the last part of her costume. It was a black domino mask, which after being placed over her eyes and secured via the elastic strip behind her head, gave Arachnacat just the evil look she was requesting.

"I'm now ready to join with Catgirl at your side, Black Cat. I know it's getting late and we should be getting out onto the streets for some fun and action, but I think we should go show the new me to Catgirl and then get back to Catwoman; I want to meet my Mistress and show her what I can do for her!"

"You're perfect, Arachnacat! Mistress will be very pleased to see you and take advantage of your unique abilities. Let's get downstairs!"

While it seemed to both girls that they'd taken much longer than anticipated upstairs, they were both surprised to see Catgirl gleefully playing with her pets when they entered the living room. It took a moment to get the human kitten's attention, and she gasped when she saw the minimally black clad voluptuous female with Black Cat. "My, my, you do look incredible," Catgirl said as she rose from the floor to stand before them. "Black Cat, did you know that the material of my costume is impervious to cat claws and other sharp objects? Sorry I didn't come up to see if you needed any help after I noticed you'd both been gone for way too long, but my little friends and I have been having so much fun. Mmmmeeeeoooowwwwwwwwwrrrrr!!"

"Yes, Catgirl, I knew precisely what I was doing when I made your costume. And if the enchantment I put into it is working properly, with all the time you've had rolling with your little friends, you should now be getting even more and more catty. From that purr you just made, I'm presuming that you're now more than ready to go meet Mistress. However, I have a little surprise I want to show her. You're going to make your first appearance before Catwoman not as Catgirl, but another old friend of hers. Let's go upstairs and get a different costume from your closet."

"Okay, that sounds like a purrrrrrrfectly good idea. And if we're going up there, I have one improvement I'd like to make to Arachnacat."

"Improvement?" asked a puzzled Arachnacat.

"As beautiful as you are, luv, you could look so much more purrrrrfect and even more evil with proper makeup. Let me turn you into the vixen you want to be, and then you will just plain radiate wickedness. Mmmmeeeeooooowwwwwwwwwrrrrrrr!"

Black Cat and Arachnacat turned to face each other, and eyebrows hidden behind masks lifted as realization hit. Neither of them had thought about enhancing the face of the new villainess. And since Catgirl was obviously an expert at using makeup, they were in good hands. They, meaning that Black Cat was going to let Catgirl do a make over on her, too. "That's a deal, Catgirl, as long as you'll give me the wicked face I want, also," Felicia said. "And you do sound like you're well on the road to kittenhood."

Catgirl used her own newly discovered abilities to communicate with her furry little friends and told them to stay put in the living room while she went upstairs. Her guttural purrs were answered by a multitude of purring replies. She then joined her teammates in climbing the stairs on the way to yet more changes. The one she herself was about to undergo would surprise her to no end.

Catgirl took off her mask to give herself a slightly better field of view, then gave the obvious order. "Well, ladies, if you want your maleficent makeovers, get those masks off! Meowwwwrr, it's a lot easier for me to work on open skin than around the edges of your masks."

Black Cat and Arachnacat did as they were told, and both acknowledged that their teammate was showing both her abilities and her newly acquired skills in ordering around...underlings? Was Catgirl already setting herself up for loftier goals?

Felicia went first, and when the makeup expert was finished a short time later, she wore the wicked face of a demoness. This fit the emerging she devil that Black Cat was becoming perfectly. When that slightly more wicked looking mask that she'd come up with earlier was replaced over her eyes, she looked so much more perverse than before that she couldn't believe she hadn't thought of a make over herself.

Arachnacat, on the other hand, was practically a blank slate upon which Catgirl could work her magic. With her face already both beautiful and vicious looking at the same time, the spider cat soon had a visage that was so demonic that it made Black Cat look like an angel. Combined with all the black she was wearing and the black mask which was then replaced over her eyes, the heavy goth makeup that she wore completed the picture of depravity that had been slightly off before.

Arachnacat and Black Cat stood side by side in front of the mirror, and stared in wonder at the work their teammate had just accomplished. Both knew that Mistress was going to be even more pleased now.

"Thank you very much, Catgirl," Black Cat said. "I can feel the darkening of my inner self thanks to your fantastic work. Now then, *MJ*, wash off your own makeup, and get out of that costume!"

Fascinated by the tone of Felicia's voice, and also the use of her non-costumed name, *MJ* sat at the sink and removed all evidence of the vixen she'd become from her beautiful face. She then pulled off her costume piece by piece, losing part of her Catgirl identity in the process. While she still knew who she was, she also knew that with all the costumes she'd seen in her closet that she was practically a living mannequin, ready to take on whatever identity her teammates or Mistress desired.

Black Cat went into that closet and came back out holding a shiny black spandex costume with a yellow bat on it, yellow gloves and boots, and a blue cowl and cape. Both MJ and Arachnacat looked at this costume with puzzled eyes, but the redhead knew what was intended, and proceeded to pull on the black unitard and then zip it up the back. She noted that the big yellow bat design appeared to be centered on her chest, so she moved it around a bit until it was situated perfectly over her unfettered huge mounds. There were yellow gloves with bat scalloping along their outer edges, but she decided to pull on the similar yellow boots first. These had bat shapes at their tops, and had nice heels a bit lower than those on her Catgirl costume; they were made of some stretch material that molded to and shaped her calves very nicely. She slipped a wide yellow belt with what looked like many small canisters around its periphery onto her upper hips, well below her waist.

MJ pulled on the yellow gloves finally, then picked up the blue cowl and mask combination with an attached blue cape that dropped to her mid-calves. There were large almost bat-like ears atop the cowl, and the bottom of the cape had yet more bat scalloping. There was a slot at the back of the cowl, through which MJ threaded her long red hair. "Meoooowwwwrrrrr! Neat costume, even if it doesn't look as evil as it should," she said as she joined her teammates in front of the vertical mirror. "Now, just exactly who am I?"

MJ did not get a straight answer. Instead, she found a green ruby directly in front of her eyes. "Put your identity of Mary Jane Watson and Catgirl into the back of your mind for retrieval later, hidden away as if they don't exist. However, retain all the skills and physical attributes you've gained. Your name is now Barbara Gordon, and you are the heroine known as Batgirl. You have all of her skills added to your own now, with the knowledge to use all her crime fighting weapons and particular combat moves. You took the idea for your identity from the hero called Batman, and like him, you have all kinds of special tools and weapons stowed in your utility belt. You fight evil any way you can, and in particular, you are the primary nemesis of the villainess known as Catwoman."

Batgirl shook her head briefly, with her long red hair flying about over her blue cape, as the incredibly evil person she'd become suddenly found herself as a valorous heroine. Then she took one look at the pair of extremely evil looking women to her sides, and crouched, getting ready to spring and flee.

"Grab that do-gooder bitch, Arachnacat! We need to bring her to Catwoman. Mistress has big plans for this little tramp!"

Arachnacat followed her instructions to the letter, even though she was more than puzzled at the chain of events. Wasn't this her house mate, and also her teammate, Catgirl? Just what was Black Cat up to? She used her spider legs to grab the writhing black and yellow clad apparent heroine, and held her tightly.

By now, of course, it was getting dark outside. "Arachnacat, use a measured dose of your sting to put Batgirl to sleep. I'm going to go to the airport and get our plane. I should be back here in about two hours. Bide your time; we'll be back with Mistress in no time, and then the fun will start for Batgirl."

"As you wish, Black Cat. I don't know what you're up to, but it sure seems like we're getting into a strange scenario."

"Don't you know it, Arachnacat! Just you wait, it's going to be a real blast!" With that, Felicia raced down the stairs and around the block to her Mustang, finding out just how different it felt to do so in high heels for the first time. Since it was becoming dark, she stayed in costume. At that time of evening traffic was much lighter, and she made better time getting to the airport than she'd hoped.

As she got out of her car in the now fully darkened evening, Felicia once again became Natasha Romanov, this time dressed in an overcoat over Felicia's own costume, with her slinky black legs and white boots looking like snazzy footwear and leggings that Black Widow would wear. The apparent Avenger went directly to her faux Cessna Citation, and called clearance delivery for departure. No one on hand wanted to question the Avenger for her travel plans and intended route of travel, and so merely gave her a clearance to takeoff and get out of their airspace.

Behind her false face, Felicia grinned in a manner that made Black Widow look like a nasty bitch. Just the look that Felicia hoped that she could get onto the beautiful Russian's face very soon as another kitten serving her Mistress.

As soon as she was out of the JFK terminal approach area, Felicia used her red ruby to first become herself once again, then to turn the Citation back into the Catjet. She was going to need its vertical landing and takeoff capability, and in the dark, it wouldn't matter much if it was flown as an Avengers Quinjet or the larger and more appropriate Catjet. She then set course directly for the street in front of the Parkers' townhouse. She was lucky, and would get there about twenty minutes sooner than predicted.

* * * * *
On to the continuation of the story

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