by Eddie Glover

[It turns out that I have images and background material to a lot of these characters on my other site. I've taken the liberty of providing links to the appropriate places in case you want a little backstory on the characters. - Jenny]

This is a bit of background for the TG comic series Timeripper that I'm posting. Since many of these characters are not well known I'm going to fill them out here a little for you.

1. Mantra (Eden Blake/Lukasz)--Mantra was a man for 1500 years who was reincarnated by a sorcerer named Archimage. When his last form was killed by Warstrike, a misunderstanding in that 'Strike had been lied to, he found himself in the gorgeous female form of Eden Blake. Put there to learn magic he/she dealt with her new body and tried to find a way out of this strange body. Boneyard is her greatest foe, a sorcerer of awesome power. Mantra's powers are magic and limited control of elements.

2. Radical Dreamer (Max Writer)--okay, this one is VERY unknown to most I'd imagine. Max was a computer guy of some sort who was killed and thrown into the mental net he created. He is a ghost in the net now. His powers are all in the net, limits there unknown.

3. Batman & Robin, Poof the wizard---got the idea to include this after seeing Mike Allegretto's cover art in Wizard. Batman and Robin are DC characters--Bruce Wayne and Tim Drake--Bruce's parents were killed when he was a boy--now he prowls the night as Batman. Robin is his partner and trainee, and is the third Robin I believe (Dick Grayson being the first). Poof the Wizard is Wizard's mascot--a sorcerer little guy although he appears quite menacing in this art. Batman and Robin have no powers but are skilled in all the martial arts and fighting skills.

4. Hawkman (Katar Hol)--an alien from the planet Thanagar, he at this time was flying by use of an antigravity metal from his homeworld. Possessed of some animal like powers he is a skilled fighter. Before running into Timeripper he was searching for his girlfriend Shayera, believed dead at the time. He found that a MALE enemy was using her form...Count Viper. Viper swapped Katar's mind into the female Shayera body and took over Katar's for his own. He threw Katar in a jail cell at his own private jail. That is where this starts (chapter 4 that is)

5. Lobo--a crazed, alien killer..Lobo is unkillable now though at the time of this story he had just been killed and was wanting to return to life for revenge. Lobo is super-strong normally and a woman-chaser.

6. Sasquatch (Wanda Langkowski)--born Walter Langowski he was killed after turning evil due to outside forces. Possessed the body of the recently slain Snowbird...who'd died in Sasquatch form. When he shifted human again he was female. Sasquatch is awesomely strong and hard to hurt. Is covered by a thick coat of white fur in Sasquatch form. She was under the influence of a woman known as the Dream Queen before this chapter starts. In mainstream she fought her friends in rage that she was a woman.

7. Shade---an alien who came to Earth and took the body of a killer named Troy Grenzer. That form was killed afterwards and he needed a new form. Entered a female drowning victim's form and shifted it into his own his awesome Madness power (capable of nearly anything) For some reason he shifted back to female form against his will and lost most of his powers. His girlfriend Kathy was a bit annoyed with her now female lover.

8. Nigel Frobisher---a young man in London who works for a lovely woman named Courtney Ross. He is on a mission for her to recruit the alien Technet for her. They jump him and he is transformed.

9. Raa the Caveman---a caveman recruited by Kang the Conqueror for his team of Chrononaughts. Possessed of no real powers save strength. Has intellect and speaking skills.

10. Loki, God Of Evil---Loki is Thor's step-brother. Has always hated his brother and sought to slay him. When he sees the young warrior Flame fight Thor to a near standstill he wants to recruit him. Since Loki can shape-shift at will he turns into a dragon to get the man's attention the...

11. Matter Eater Lad (Tenzil Kem)---a member of the future team, Legion of Superheroes. His power is...well..he eats! He can eat pretty much anything. Is injected with a gender changing disease just before this story takes place.

12. Wonder Man (Simon Williams)--a man who died and was reborn as an immortal ionic man. Has vast super-strength (somewhere near Hulk and Thor) and in nearly invulnerable. Before this was teleported to the realm of Mojo (an X-Men villain of vast power who wanted to sign Simon to a contract. In Mojo's world actors are everything and they wanted to hijack Simon...

Chapter 1--Target: Mantra

The woman known only as Timeripper appeared in a hotel room rented by the two lovers just finishing their lovemaking. A frown crossed her face as the couple ended their sex. Once she would have found the luscious woman before her exotic beyond reason, yet now due to her own new body it was the man that aroused her. She'd tried to steal the power of a gorgeous female timemaster in the future, and instead had stolen the woman's body! Despite her great power she could not sever the connection between himself and the female form he was now trapped within.

The arrival of magical energy roused her from her thoughts. The anticipation of her first act nearly caused her to forget to keep her time field active so as to remain free of any attack by her victim. She knew that it would take a great deal of sex-changing energy to restore herself to male form, and only by trapping men in female form could she do so.

The woman bolted upright in utter shock suddenly, her fear evident on her face.

"Oh my God!!" the naked woman screamed as her hands wandered over big breasts and rounded hips. The woman raced from the bed with covers held tightly to her even as the man yelled.

"Eden!" he screamed.

Timeripper grinned, she was here to change the timeline of Eden Blake. The woman had just been taken over by a man's spirit, a man named Lukasz. She watched the woman toss her body's ex-lover into the bathroom and block the door then dress in his clothes and leave. She decided to let the woman go for a while and watched the blonde-haired man break out of the bathroom. She saw the sphere of magical energy that was once Lukasz's friend Thanasi decend into the man's body...and stopped time. She let her powers alter history ever so slightly, then let time restart its course.

"What!?" the man screamed, in a high-pitched female voice! The muscular man had become a buxom blonde babe to her own shock and horror.

Timeripper appeared out of nowhere, delighted to absorb the gender time-flux.

"Who are you, what did you do to me!?" the woman screamed as her hands felt her huge breasts.

"Thanasi...or is it Brent? Two men trapped in the body of such a beautiful woman!"

Thanasi glared at her, "Do you work for Boneyard!? He promised me the power to move from body to body!" she snarled.

Timeripper chuckled, "And you do have this power my friend, except now Boneyard was prepared for your plans to betray him. Any form you inhabit will become the dream woman of the host. It seems Brent liked very large-breasted blondes!!" she laughed.

The woman threw a punch only to have it go through her target, as if she wasn't there.

"Thanasi, I'm so sorry if this didn't allow you to punch me. You see I'm time-shifted so that nobody can hurt me!" she laughed.

"You bitch! You can't leave me like this!!" Brent snapped.

Timeripper smirked, "So Thanasi has left you Brent, I'm intrigued to see which body he's chosen."

"Nooooo!!!" a woman screamed from the hall.

A woman threw open the door, her breasts so huge that her suit was ripped open. She wore the clothes of a security officer and pulled the gun the man had carried.

"Look what you've done to me!!" the woman howled.

Timeripper felt the next powerful gender-flux and laughed, "I'm looking very closely my dear, what with your breasts being exposed. I must go now lovely Thanasi. Let it be known to you that you will continue to feed me power with each body-shift!" she howled in glee as she left.


She scanned ahead in time to a still-dazed Lukasz/Eden walking some very mean streets. As she walked a man pulled her into a dark alley, causing her to realize exactly what form she was now in!

"I'll give you everything I have!" she said fearfully.

"You bet you will!" the man chuckled. His hand opened her shirt to reveal much of one large breast, and he felt it to her horror.

She lashed out but the man easily avoided it.

"Bitch!" he snarled. He slapped the woman hard, sending her to the ground even as he straddled her.

The thought of this man raping her activated the latent magic in Eden's body, and she torched the man with fire.

Another time-shift and the time-traveler was before a half-naked Mantra (as Lukasz was known in superhero circles) and Boneyard. She knew that in a moment the Archimage that Mantra served would enrage her so much that her powers would return. She hit the imprisoned Archimage with a ray, invisible to anyone in this time, that knocked him out.

She teleported beyond the doors and before a stunned Warstrike.

"Go no further!" she told him.

Warstrike felt himself change, his chest swelled into two extremely large breasts! His hips widened and his ass grew round even as hair cascaded over his smaller shoulders and his manhood was transformed into female form.

She was naked and all of her weaponry was gone even as she realized what had happened.

Boneyard's men dragged her away to the dungeons and life as a woman while Timeripper appeared in a bedroom later that night.

The very naked woman that Lukasz now had become was fighting Boneyard as he had sex with her. She was frantic but the wizard handled her struggles easily.

"You are mine now, Lukasz, as one of my brides your will is mine!" he snarled.

The woman began to cry even as he finished and left.

Timeripper watched her for a time, now Lukasz was a powerless bride, a fitting fate for the male spirit! The gender-flux of altering Mantra's future was powerful, but not huge, after all Lukasz was fated to remain Eden Blake for some time.


Chapter 2--Target: Radical Dreamer

The woman appeared inside a cyper-space environment known as Dreamnet. A man was fighting his own mind before her and had just created an evil duplicate.

"Hello Max, do you like what you see!?" the man laughed.

Timeripper watched in a mild amusement as the man transformed Max Wrighter into a fool, an old man, and finally into a child.

When the doppelganger started to turn the child into a woman she struck. Her powers caused the man to change Max into a huge-breasted sex kitten.

Timeripper dispersed the doppelganger then faced a stunned Max, who was a gorgeous babe by now.

"You wanted to create a new world Max, here it is! Now you'll serve each and every man who comes in with that delicious body I gave you! You are now the first sex program on Dreamnet!" she laughed.

The female Max shook her head as she lost all memory of being male. Her intelligence dropped until a stupid grin spread across her face and she eagerly awaited the first man to enter the system.


Chapter 3--Target: Batman and Robin

 Timeripper appeared in time to watch a wizard cast a spell on Batman and Robin as a promotional gimmick.

"Wholly mammalian protrusions!" the ex-Boy Wonder yelled in a woman's voice.

Her uniform was a bikini bottom while the top bulged with twin breasts. Long hair flowed over her shoulders even as her slim hands wandered over the altered areas.

Batman watched his new breasts inflate to enormous proportions even as his waist constricted and hips flared.

"Way to go...mouth!!" he yelled at Robin.

After the commercial the female Dynamic Duo and the wizard, named Poof by his company, shook hands.

Before he could restore them Timeripper appeared to all and blasted him into unconsciousness. She teleported him thousands of miles away and took a kick in the stomach from Batman.

She glared at the buxom former man, "You dare to actually touch me! "I'll make sure you suffer!" she snarled.

Energy lashed out and both Batman and his partner were now naked. Their already large breasts balloned to mammoth degrees, restricting their movement with the strange weight.

"It's men like you that made me want power Batman!" she snapped, "Now look at you, a woman who might as well be a stripper!"

Batman wanted to attack but sensed that this woman was far too powerful for him, so he merely glared.

The triumphant Timeripper vanished, leaving the two former males both female, and both nude!


Chapter 4--Target: Hawkman

Timeripper rode the timestream to another flux, and leaped out of the stream inside a prison cell. She looked around, wondering what could have brought her to this place.

"Maybe we ought to do a strip search, really let this boy know what it's like to be a woman!" a man laughed from the next cell.

"I don't know," another man said, "We might get in trouble."

"Hell Viper won't care, gonna kill him eventually. Waste of good meat in the meantime!" the man laughed.

She teleported to the cell, secure and unseen in her time-shifting field. She'd gotten cocky when changing Batman and had been kicked in the face...that was not going to happen again!

She looked down at the grinning buxom red-headed woman before her and smiled, this was Katar Hol...also known as the winged hero, Hawkman. He'd been thrown into the body of his former lover Shayera by a powerful psychic named Count Viper. She watched the woman sucker the two guards inside the cell then start to attack...until Timeripper tripped her with a blast of energy.

Hawkman fell heavily, still unused to being in a female body. Groggy now she couldn't defend herself as the men ripped off her shirt.

"Damn! I haven't seen a set like that in awhile!" the lead guard laughed while grabbing her large breasts.

"No...you can't...," Katar said weakly.

She tried to fight them, but was helpless as they each raped her. Katar's spirit crumbled as she was forced again and again, until they left her a sobbing huddled fetal ball.

Hours later, when Hawkman finally opened her eyes she saw...her former body before her. The man who'd stolen Katar's body looked down at her lovely nude body with a grin.

"You will be a fine whore, Katar Hol! Now cease your struggling and lie back...so commands Count Viper!" the bodystealer roared.

His mind burned into Katar's will and she stopped struggling and parted her thighs meekly.

"My greatest enemy reduced to a mere woman!" Viper laughed.

Katar's mind fought the vice-like hold on it, but could not free herself. Timeripper chuckled at the strong-willed former man reduced to a servant....and at the massive time-gender flux she'd just received for keeping Hawkman in female form forever.


 Chapter 5--Target: Lobo

Lobo stomped on the heavenly dispatcher's head, "Get this fraggin' thing fired up, I've got people to do and places to see!" he growled.

The dispatcher left to report to his boss when Timeripper appeared before him.

"Who...guards!" he yelled.

A dozen men appeared from the corridor and raced towards them...until Timeripper turned them into gorgeous naked women with a gesture.

"Unless you wish a lifetime in female form I would advise you to listen!" she snarled at the cowering man.

"Guards! You can still stop her!" the man wheezed.

"No, they're too busy looking for men, I've made them little more than whores. And you'll be next!" she threatened.

"What...what do you want!?" he said fearfully.

"Lobo. You're reincarnating him are you not?" she asked.

"Yes. But what of it?" the man seemed confused.

"Make Lobo impossible to kill when you send him back or he'll be back here again very soon. And change his new body as I tell you," she commanded. After giving the men her instructions, she vanished to reappear on Earth.

Lobo was reborn fully sized to the horror of the doctors.

"What the frag is wrong with them, you'd think they never saw a...a...," he stopped upon seeing his slim hand tapering to long red nails!

"What the frag!?" he screamed in a high-pitched voice upon seeing himself.

Huge blimp-like breasts jutted out impossibly far, defying gravity with ease.

"I'm a fraggin' broad! A female, a she, a chick, a WOMAN!!" he babbled.

He swung at a wall and nearly broke his small fist.

"What!?" he screamed while looking at his small, muscleless arms in shock. "Shit! I'm gonna get killed and waste those backstabbin heavenly dweebs!" he roared.

As the shapely former man walked out of the hospital a man called out, "Hey! If it ain't Dame Vera Lynn!"

"So! You bozoids wanna party, let's do it!" she snarled.

But now Lobo was only as strong as a human female and when she tried to punch one of them the man threw her down and ripped off her straining top.

"No!!!!!" Lobo screamed as he forced himself upon her.

She was barely conscious when the last one finished. They left her nude, female, and frightened amid a war-torn London circa 1940.

Timeripper moaned in pleasure as a massive flux swept into her, as with Hawkman this was a great change in the time stream, empowering her even more.


Chapter 6--Target: Sasquatch (Walter Langkowski)

Wanda Langkowski gripped her full breasts as she rode the elevator down from the restaurant she'd fled to upon betraying her Alpha Flight teammates. They would be waiting for her at the bottom she knew.

"If only they hadn't made me like this! I know I can be myself again!" she growled.

A man appeared before her at that moment, and she staggered backwards in shock.

"Be at peace Miss Langkowski. I am from the future and need to divert your time so that reality does not buckle," he peacefully explained.

The hold of the Dream Queen upon Sasquatch faltered and finally broke in the man's presence, she was free at least of the feelings forced upon her.

"Your body disgusts you I realize, but ask yourself why?" the man said calmly. "Had I not intervened what might you have done just to regain your lost manhood! Are the friends you have made less important to you than the body you wish to restore!?" he snapped the last.

"No," she replied softly.

"Come with me child....to another time where evil must be stopped." the man said cooly.

Wanda took his hand and her swimsuit fell to the floor with the Talisman she'd stolen from her teammates as the only evidence that she'd ever been there.

A moment later, Timeripper managed to tear through the time-shield that had been set over this time. She picked up the discarded swimsuit, knowing that Wanda Langkowski should still be here. She could feel the powerful time forces at work in the elevator. Someone as powerful as herself had spirited Langkowski away before she could arrive! This was unexpected...and unwelcome. She could no longer play with her prey she realized, for her greatest ally...time...was becoming her worst enemy.


Chapter 7--Target: Shade

Timeripper grinned as she watched the lovely red-haired woman stand naked before a mirror. She was in her null-time pocket for now, unseen by the parties in the room. The woman before her was actually a man called Shade, an alien that had possessed an Earthling's body. He'd just leaped into a woman's body and after solving the mystery of her death had assumed that his powers...and manhood...would return. Timeripper smirked, Shade HAD regained his powers, and could be male. But she had created a mental block in the new woman's mind that she couldn't restore herself and so Shade assumed the change to be permanent.

Shade stood before the mirror gazing at her nude body, waiting for some sign that her female form was changing back to the man she'd been. She knew that it would not...that it could not...but hope remained.

"Quit torturing yourself lover," a woman said from behind her. Lenny, the woman that had briefly enjoyed an affair with Shade's former lover Kathy, stood there naked as well.

"Kathy meant so much to me," Shade said quietly.

Lenny touched the other woman's shoulder. "She's gone Shade. But I'm here! Don't live in the past, you're a woman now, but that doesn't mean you can't live!" Lenny soothed.

"I still feel like a man, think like a man." Shade replied.

Lenny pushed her onto the bed and lowered her mouth over one nipple, then proceeded to make Shade moan in pleasure.

Shade cooed, "I assume that you've had other women from how good you do that?"

Lenny grinned. "Kathy and I were more than just friends you know, but she wasn't as...big...as you!" she laughed while indicating her lover's full breasts.

Shade cupped her breasts, concentrating for a moment so that the madness would enlarge them to a much larger size, "I'm very large now Lenny....and so are you!" she chuckled.

Lenny's breasts had indeed inflated to match Shade's in enormity.

"You cheat!" Lenny laughed, "Jesus! I look like some hyper-inflated Barbie doll!" she giggled while jiggling her newly full bosom.

Timeripper watched for a time, her male mind attracted to the buxom lovers. But when the gender flux hit her it was less than she's expected. Apparently by changing Shade's future she'd undone a gender change that would occur in the future. She sighed while watching Shade make love to the other woman, only a being as strange as Shade would ever be involved in gender changing more than once in his life! She decided to leave things as they were to make her next target before her opponent, whoever the mystery man that had spirited Wanda Langkowski away was.


Chapter 8--Target: Nigel Frobisher (Vixen)

She appeared in London, very near the piers. A young lawyer named Nigel Frobisher was coming across the alien mercenaries known only as the Technet. She knew little of them, only that they'd fought Captain Britain and Excalibur in this time frame.

She waited for the moment of Nigel's change, then jostled the seemingly infant Joyboy's mind so that his wish granting power only read one in Nigel's mind...that he wanted to be just like his boss, Courtney Ross.

Nigel watched in horror as his hair turned platinum blonde and began growing over his suddenly smaller shoulders, then snaking it's way down to buttocks that seemed to be wider than he remembered. Two small bumps on his chest then caught his attention....breasts! He grabbed them in shock but they continued to grow larger inside his hands until they had become too large for his hands to fully hold! He released them with a moan as his pelvis snapped wider, causing his hips to widen as well. His breasts now jutted outwards majestically, their fat nipples poking against the fabric or his shirt. Finally, he felt the shifting in his groin as his very sex changed to female form to match the rest of him.

"No!" he screamed, now totally tranformed into the voluptuous Courtney Ross. Worse for him was that their powers would not wear off...Timeripper had seen to that.

She ran madly into the night, her new body jiggling in ways that horrified her.

Timeripper appeared directly in front of her and grinned, "If you wish to regain your sex Nigel Frobisher then come with me. I have need of servants in my war." she said the last with a smug grin.

Nigel looked down at his big breasts then back to her, "If you can change me back I'll do anything!" he promised.

Timeripper teleported away with her first recruit, a group that she would soon add too from all the men to come!


Chapter 9--Target: Raa the Caveman (one of Kang's Chrononaughts)

She appeared inside the citadel of Kang the Conqueror, a self-styled master of time. The human heroes from the 20th century, the Avengers, were in battle with a group of time displaced men that Kang's lady love had recruited while he was comatose. Now even as Kang was busy fighting that former lover the Chrononaughts were holding their own with the Avengers and Fantastic Four.

She glanced to the muscular caveman Raa battling Dr. Druid, then saw Sersi come up behind them. Sersi was a powerful transformer, capable of turning people into anything.

Raa stood confused, his full breasts and silky, black hair telling him that something was very wrong here. He whirled, his strange new chest jiggling with the sudden movement. Standing there was....him! His own male form stood before him, grinning at the woman he knew he'd become. Then someone chopped her on the neck, knocking Raa out.

Sersi picked up her stand-in, feeling badly for changing the man's sex in a way but knowing that the heroes would die if she'd been captured with them.

Druid nodded as she put them in the time cage with the others, he would use his mental powers to keep Raa out cold, then when she roused he would control her mind until Sersi was ready to restore the caveman.

Raa didn't know how long he'd been unconscious but he felt himself running....and that motion reminded him of the female form he now called his own. He couldn't move his body he noticed, it was under another's control! She gritted her teeth, refusing to be a puppet for anyone...then suddenly the presence was gone.

She looked around to see the Avengers...gone...back to their own time. Sersi had forgotten to change him back and now he would be a woman...forever!

Timeripper grinned as she watched all of this, she'd made Sersi forget the caveman, creating a massive gender flux in the process. Now she watched the lovely woman, who seemed to be nearly mad with rage and grief.

"Woman!" she snapped while appearing before the newly female Raa, "If you wish to become male again then join me!". She extended her hand for the woman to take.

Raa touched her new breasts then took the hand offered, "I'll do anything to rid myself of these!" he exclaimed.

"You speak well for a caveman!" Timeripper laughed.

Raa actually smiled, "All of Kang's soldiers must learn the language of our lord. And we carry translators as well," she explained.

They vanished amidst a burst of light....but not without attracting attention.

Kang stood as he sensed the intruder in the time stream, she apparently assumed that he was weaker since he could only affect the time of this multiverse. But with her confidence also came a chance Kang had long desired...to be the total master of time...all time...everywhere...everywhen.


Chapter 10--Target: Loki

Her next target was the realm of Asgard where the god known as Loki was trying to recruit a young elf warrior called only the Flame. The warrior had turned away from the god until a huge scaled hand fell upon his shoulder.

The Flame whirled to see an enormous dragon staring at him, "As I said, I am Loki and you WILL hear me out!" he snorted.

Since becoming a woman Timeripper had come to detest men like Loki..but she couldn't attack him openly..she'd have to wait for him to shift shapes before striking.

"Perhaps it is the flesh you covet?" Loki cooed while changing into a voluptuous goddess. He posed provocatively to entice the elf.

At that moment Timeripper struck, using a large portion of her power to affect Odin's mind ever so slightly, planting the idea to strip Loki of all his powers...but to remain immortal.

Loki tried to change form but remained a buxom female.

"What!?" he/she cried out.

His lush female body disgusted him even as Flame advanced on him.

Timeripper felt the massive gender flux of changing an immortal, namely a massive increase in her own power levels...and her beauty. She frowned at her even more gorgeous form, a price to pay for everything. She teleported away, not trusting Loki enough to make him one of her recruits.

"You have become very beautiful Loki, a fine whore!" Flame roared in laughter..then his smiled turned cold, "A shame that you are helpless as well."

Loki backed awayfrom him, terror coloring the female face she now called her own. She had known fear only a few times in her life...but never as greatly as now.

Flame reached out and tore off her clothes, "Exquisite!" he chuckled evilly.

Loki turned and ran, her breasts bouncing, hips swaying. Off balance from the start she fell painfully and looked up to see the man looming over her.

"Let us see of you are a virgin goddess!" Flame laughed.

He started to undo his armor when a shaggy hand picked him up from behind.

"That will be enough out of you!" Sasquatch yelled. She threw Flame away into the sky like garbage, his unconscious form landing many miles away. Only his partial invulnerabilty saved him from death.

Loki watched her savior shrink into a voluptuous, white-haired beauty. The woman helped Loki up even as she recognized her.

"Sasquatch!" Loki gasped in befuddled wonder, "But how are you here on Asgard?"

A glowing man appeared next to Wanda Langkowski, "Loki, once god of evil, you could help us set time right and regain your powers in the process." he calmly pointed out.

Loki pondered for a moment then replied, "I will help you if only to regain my sex, I detest being like...this!" she indicated her full breasts and female curves.

"Then come with Sasquatch and myself to set all right." the man smiled warmly.

The threesome disappeared amidst a burst of light.


Chapter 11--Target: Tenzil Kem (Matter Eater Lad)

Matter Eater Lad frowned at his altered body even as Braniac 5 examined him.

Timeripper watched from her pocket, making sure to dampen the equipment in the lab. She knew that both of those before her were members of the Legion of Superheroes, a 30th century group. She had appeared the night before while Matter Eater Lad still had Grandin Gender Reversal disease. A woman he knew had injected him to teach him a lesson and help her on her investigation into an all-female gang. Timeripper had made a few....modifications to the virus in young Tenzil Kem's body.

"Amazing! The Grandin Gender Reversal disease has mutated due to your unique chemistry!" Braniac 5 said in fascination.

"Duh!" the female Lad snapped with a frown, "My boobs are huge now and getting bigger every day!" she growled in near hysteria.

"True. And they will continue their growth as the disease mutates further.....further." Braniac grew dizzy and stumbled.

Tenzil gasped as Braniac's chest began to swell into breasts. The man's hair flowed over his shoulders, down to an ass that had plumped. When Braniac stood up again he had become a buxom, gorgeous, female version of himself.

Tenzil gaped at Brainy's new breasts, at least as large as her own, in total shock.

"Fascinating!" Braniac exclaimed in his/her new voice, "You appear to be contagious now, I will need to perform some tests to come up with a cure," he/she mused.

Tenzil left the lab a few hours later, her breasts having grown so much in the last six hours that her uniform was strained to it's breaking point. She hated the swaying, sexy walk that her new hips forced upon her. Whenever she tried to walk like a man she stumbled due to her huge breasts and fluid hips.

Then, as she neared her room someone...pinched her ass! She whirled as fast as her huge chest allowed and sighed, it was Inferno, one of her teammates.

"Hi Tenzy! How is my favorite babe today?" he laughed.

Tenzil frowned, "I am NOT a babe!" she snarled.

She spotted the change in Inferno before the man did, namely his chest now possessed of small breasts. HE nearly passed out even as she caught him. It took all her weakened strength to hold the man....but he seemed to be getting lighter. When Inferno stood upright again she gasped at the long, golden hair her friend now had.

Inferno was now a buxom beauty, as female as Tenzil now was. "What!?" he screamed in a high voice.

Tenzil ran as fast as her titanic breasts would allow to her quarters, hoping she wouldn't infect the rest of the guys on the team.

Timeripper smiled as the woman started sobbing, she had already enjoyed three gender fluxes from this unwitting pawn. And she would receive so many more. She glanced one last time at the huge-breasted Matter Eater Lad who would eventually change this entire Legion into similarly buxom women! The gender flux involved would be enormous, enough for her to at long last take back male form while retaining her powers.


Chapter 12--Target: Simon Williams (Wonder Man)

Timeripper appeared before the other-dimensional ruler known as Mojo just as he had captured the hero Wonder Man.

"Simon's already under contract to Marvel Comics." a man next to the chained Wonder Man said with a smile.

"So I'll make a change in image!" Mojo laughed.

Timeripper used her powers to mentally suggest to Mojo that he alter the spell he'd planned upon using, even if just slightly.

One second Simon Williams stood there as a muscular man, tall and powerful. The next moment and a woman out of men's fantasies stood there, her uniform shredded by the wider hips and huge breasts.

Simon looked down in wonder at his blimp-sized breasts sticking nearly straight out. His uniform was gone, except for small strips, as he turned to his agent Neal.

"I'm a woman! Neal, do something!" she screamed in a voice that she couldn't believe was her own. She noticed that Neal was staring at the two new large acquisitions on her chest, "And stop staring at my chest!" she said in a quieter voice while trying to hide her chest with an arm.

Mojo laughed at the naked woman before him, "Let's see if Marvel still wants him now!"

A teleportal sucked Neal and Wonder Man back to Earth with him still stuck as a hugely-breasted woman.

"Neal! What the hell do I do now!?" she growled.

Neil looked her over and grinned, "Swimsuit calendars, Playboy, a few action movies...you just need to adjust!" he grinned.

Simon's eyes widened, "Are you nuts!? I'm a guy!" she exclaimed.

Neil reached out and touched her breasts. "Not anymore I'm afraid. I could get you into Babes, a swimsuit magazine tomorrow. Just show all that flesh!" he laughed, apparently seeing dollar signs already.

"Is money all you think about!?" she roared while picking him up by his tie, "Here I am, transformed forever into my own dream woman and you want me to pose in a bikini!?"

Neil looked around and noticed quite a crowd had shown up upon seeing Simon's naked, dream babe body.

"Miss?" a policeman said from behind her, "I'm afraid you're going to have to come with me!" he said while grabbing her arm.

He then looked up to her face, and saw the red eyes that even as a woman Simon retained.

He pulled his gun and yelled, "I...I don't know what the hell you are...but put the man down and come with me!" he yelled.

"I'm Wonder Man, call the Avengers, they'll vouch for me." Simon responded while setting Neal down.

"I'm Mr. William's agent, here's his Avengers card." Neil said while walking to the scared cop.

"She's Wonder Man!?" the cop gasped upon seeing the card's picture, "Holy....it IS him...er..her...you can go Miss..er...Mister Williams...just get some clothes on." the man staggered away.

"I plan to, quickly." Simon said with a frown then turned to Neil, "I'm headed to Avengers West to see if Hank can help me." she said firmly.

Neil sighed, "Here's the location of the photo shoot for Babes tomorrow, if you want to stay in Hollywood this is your best shot." he said while walking away.

Simon flew into the air, actually a leap, relieved to see that his powers seemed unchanged by the gender change. She landed before the compound that Avengers West called home and looked at the card Neil had given her, not believing that she was actually thinking of doing it....but..she decided to see what Hank could tell her first and entered the compound.

Twenty hours later Simon pulled on the tiny string bikini they'd given her and started to pose, her huge breasts barely being covered by the small suit.

"Hot! You are awesome!" the photographer yelled in glee.

Simon frowned, "I was a guy...won't people think looking at me...like this...is sick?" she asked the man.

The photographer smirked, "Simon, they won't care if you'd been the Pope with a body like that!"

Simon wondered about that, then began to pose again. By the end she was beginning to enjoy the posing a little and made the cover of Babes, along with a twelve-page spread.

She ended up resigning from Avengers West when the Avengers disbanded the team and soon afterwards became nationally famous with a nude centerfold in Playboy. Simon changed his name to Simone and was one of the top swimsuit models in mere months.

Timeripper moaned in ecstasy as the gender flux hit her. Simon had been fated to die as a man, now she would live for hundreds of years due to her ionic energy powers. Three hundred years worth of gender flux hit her at once and she quivered in pleasure. She rose with energy swirling about her, then noticed that she'd changed.

"What has happened to me!?" she screamed in a sexy voice. Her hair now fell past her even more shapely ass, her breasts had grown to even larger than Wonder Man now had! While her power was awesome now she had become almost cartoonish in her body dimensions.

"I can't change back!" she sobbed, "The more power I gain the more sexy and female I become! I can't stay like this, I have to get rid of some of this excess power!" she screamed.

She looked around in wonder, her power having transported her into ancient Greece. Then an idea struck her and she teleported to a small island. She looked around as the men of this island crowded around her, obviously assuming her to be a goddess or some such.

She released a huge blast of gender flux that roared over the entire island, altering the men's minds as much as their bodies.

Timeripper noticed her breasts were back to normal and she was still a beautiful woman, but not the sexual creature she'd been mere moments before.

"All hail our lady Athena!" the buxom naked women around her yelled. They now believed themselves to be the all-female group that would be known as Amazons.

"Hippolita!" she yelled to a beautiful young woman.

The woman knelt before her "goddess".

"You are now the queen of my Amazons, rule them well!" Timeripper boomed regally.

"As you command my goddess." the woman replied.

Just then a huge man appeared before them, wielding a war axe and seemingly very pissed.

"And who would you be?" she asked the towering man.

"Ares! You harlot, how dare you alter the men...my men into these soft females!" he roared.

"Ares...God of War I believe." she mused, "So what exactly are you going to do?" she asked with a grin.

He slashed downwards with his axe and she teleported away....behind him.

"How? Are you a goddess!?" he asked in rage.

"No my over-eager playmate. Just a man trying to reclaim his sex." she said softly.

"A MAN!?" Ares spat, "You weak fool! I command you to crawl to me...as my slave!"

She easily swatted aside the god's mental power and blasted him with most of her remaining gender flux power.

The buxom goddess that Ares had become teleported back to Olympus, leaving Timeripper to laugh as she teleported back to the future...the flux of the Amazons and the brief one she would receive from Ares re-empowering her. She knew that Zeus would eventually restore the goddess that his son now was...but until then it was her power to reap.


Mt. Olympus

"Father! We must kill this female...look at what she did to me!?" the beautiful goddess that was now Ares screamed.

Zeus smirked, "You will stay like that for a time my son, perhaps it will temper you rage to live as a female."

"No! You can't be serious! She flouts the gods with her powers! She turned an island of my worshippers into women...women!" she screamed.

Aphrodite strode up to her transformed brother, "There is nothing wrong with women brother, in fact I believe you should live AS one for a time!" she laughed.

"An excellent idea!" Zeus laughed. With a gesture Ares was gone, stripped of her godhood she would live the next year on Earth....as a woman.

Hera frowned, "That was unnecessary! He was my son!" she snapped.

"Quiet woman! He deserved it for his crimes. Now about this strange woman, she has gone into the future...that I feel...for now she is beyond my reach...but I will remember." he mused.


Chapter 13--Target: Captain Britain

Timeripper appeared back in the modern age just as a crazed reality-warper named Jamie Braddock was enslaving Captain Britain's blonde lover, Meggan.

She put an idea into Jamie's head and then teleported to where Britain's team, Excalibur, was currently at.

Phoenix gaped at her own reflection in the mirror miles away. She had gone from her normal red-headed, slim form to a big-breasted, blonde-haired woman.....Meggan! She'd somehow turned INTO Meggan, only with larger breasts.

Captain Britain walked in at that moment and stopped stunned, "Meggan!?" he gasped. She'd been missing for some time and now she was here....in Phoenix's quarters.

Phoenix turned and pressed herself to him, "Cap! I'm Rachel! I feel...so...." she bulked into a muscular man at that moment.

Captain Britain felt so much smaller in her arms, and his chest tingled with pleasure as it jiggled against the man. Then, he screamed in shock and backed up...he was Meggan! Before either could do anything Jamie enslaved them, ensuring that the hero wouldn't save Meggan since he was enslaved himself...herself.

Timeripper frowned, a small gender flux since it occured in another dimension. She had better things to do with her time.


Chapter 14--Target: Demon Master

She appeared before a beautiful, buxom, and very naked blonde woman who was sobbing openly.

"Arise Phillip! I know that you are the brother of the superheroine Flare. You turned yourself into her as you often do but could not restore yourself, your powers have gone. So now you are trapped as a woman, as Flare. I can restore you, if you help in my cause." she said with a grin.

Phillip looked down at his large breasts then to the soft plume of blonde pubic hair. He hated being stuck in any one form, especially a female one! He grabbed the woman's hand and power blasted through him, restoring his powers and his manhood.

"Thank you!" he gasped in awe.

She threw the gender-flux of his away, hitting the person the Demon Master, Phillip's super-villain name, hated the most, Foxbat.

She teleported the male Demon Master to see Foxbat change in his sleep, only to see the man already gone. There was a feeling of power, the same time power she'd felt when seeking Langkowski earlier!

"Damn!" she snapped. Her power was great but there was only so much she could do!


Chapter 15---Target: Nigel Frobisher (another timeline)

The formerly male time traveler appeared as Nigel Frobisher slapped a tray from an older woman's hands.

"Not nice, Nigel," came the chilling voice of Jamie Braddock.

"I'm....sorry Jamie!, he fearfully yelled. Then Nigel felt the change begin and screamed, "This isn't fair!"

"Is to me," Jamie grinned.

Nigel had occasionally been the middle-aged female crimelord Vixen in the last few weeks, but never THIS Vixen. Huge breasts like twin basketballs bobbed in defiance of gravity and this version seemed barely twenty!

"How am I to be taken seriously looking like a Page Three Girl!" she snapped.

"Your problem...what!?" Jamie watched Nigel/Vixen disappear. "Come back, damnit!" he snarled but the woman was well beyond his reach.

In a null-time pocket Timeripper appeared with the now naked Nigel/Vixen.

She froze the woman's body in time and squeezed Nigel's huge breasts with an evil grin.

"So lovely Nigel, why with a body like that you could be an excellent stripper!" she laughed.

Nigel's eyes widened but she remained unable to move.

"You don't like my touch lovely?" Timeripper smirked, "I could do so many things to you, all horrible...but I will give you an opportunity to join me." she said firmly.

Nigel could move and bowed, "Please.....I'll serve you...just don't leave me like this!" she sobbed.

"Nigel, Nigel....nobody knows more than me what you're going through...but I can't restore you....yet." she said with a wide grin.

"How would you like revenge upon Jamie, maybe him turned into your slave...a female slave of course," Timeripper promised with a chuckle.

Nigel's female face smirked, "Done.".

Timeripper took her new recruit to her base then returned to the time-stream, Nigel's gender-flux was quite a bit, after all the man had been fated to die soon.


Chapter 16--Target: J'onn J'onzz, the Martian Manhunter

She appeared before a slim, green-skinned woman in a roomy bedroom. This woman was in reality the male hero called the Martian Manhunter. He'd shape-shifted into a female to lead the team of super-women into this all-female tribe to rescue a pair of American pilots. But something was wrong....he couldn't change back!

Timeripper smirked, making sure to keep herself cloaked from the alien's mental powers. She'd blocked his shape-changing powers...now she added an extra embarrassment.

"What!?" J'onn gasped as her breasts swelled rapidly until she was far more buxom than even Wonder Woman! And her ass...it was wider, more plump!

"Damnit!" she screamed in rage. Her punch shattered the wall and she realized that her breast growth had been triggered by her attempted return to male form.

"What!?" she snarled as Wonder Woman came up behind her.

"Sorry." the Amazon frowned, "Your shape-changing powers are gone?" she asked.

"Yes." J'onn groaned, "I....seem to be stuck like this. It appears that my breasts will swell if I even attempt to restore myself!" she indicated her already inflated breasts. "I will not be returning with you Diana. Here I can...cope. I do have my new lover." she pointed to the regal leader of the female tribe.

Wonder Woman hugged her transformed friend then lifted off into the sky to find the rest of their task force.

"Are you sure about this?" the queen, her new lover, asked while hugging her new mate.

J'onn understood their language now through her telepathy and sighed, "I'm really not sure about anything right now."

"Know that I love you my former man. I will try my best to help you adjust," she vowed.

J'onn turned and kissed the other woman, "I know....it's just....if we make love, I'll get pregnant...I'm not ready for that yet." the Manhunter groaned.

The queen pulled off her loincloth, revealing her male sexual equipment, "I have never wished to be fully female...this is what I am, but for you I would give up my throne," she said firmly.

"How?" J'onn asked.

"There is a member of our tribe that had studied dark magics. She could transform me into the woman you wish of me, although another woman of our tribe would gain my birth equipment and status as queen." she explained.

J'onn's eyes widened, "OR I could get her to change me back into a man!" she exclaimed.

"Perhaps....let us be off." she said with a sigh as J'onn carried her into the sky.

She frowned as they flew off, she knew that if J'onn regained his manhood he'd never be with her...unless she did indeed change into a true female.


Chapter 17---Target: Captain America

Timeripper appeared on an island in the Atlantic ruled by a woman called only Superia. She scanned the complex, searching for the two male prisoners that these women had just captured.

"Who are you....arrgh!" a guard said in the instant before a plasma beam incinerated all trace of her.

She transformed herself into a duplicate of the guard and entered a laboratory where two men were being held in huge tanks.

She spotted the two women that would soon break the prisoners free and screamed, "Traitors!"

Black Mamba and the Asp were stunned that someone knew of their plan to free Captain America but before they could act they were stunned quickly by the other guards.

"Excellent work, guard!" Dr. Nightshade grinned.

She planted the idea in Nightshade's brain to up the dosage of estrogen being pumped through the men greatly.

Timeripper touched the outside of Captain America's tank with an evil grin playing across her face, she saw the unconscious man floating in his tank.

"Soon you will be transformed, and help to free me of this female form." she said with a grin.

Timeripper remembered how it had all started for her...then a him.

Then a man named Sur Trenton he had envied the power of a female timemaster named Jenna. He devised a plan to drain her powers into himself and ambushed her. As he drained her of her power something had triggered a nanotech beam overhead. It fired over them, linking their bodies in the drain as much as their powers.

When he had stirred hours later he had realized with a shock that HE was Jenna now, in power and in body! He looked around for his old form but it was gone, perhaps atomized. He'd nearly gone insane with gender shock and he quickly realized that his time was not one for a woman to live in easily.

His future was one where men ruled over women, now he had become a big-breasted woman forever. The pain of her loss drove her to use the time-bending, reality-warping powers that Jenna had possessed.

Her initial plan had been to punish the male super-heroes for being heroes. He had wanted Jenna's powers to fight crime like the heroes she now stalked. Enraged by seeing himself female he blamed the heroes and swore to make them pay.

Now, she wanted the power as much as her lost masculinity, but as long as these men existed she would hunt them.

Her memories were interrupted when the tall, powerful woman called Superia walked in hours after Timeripper had stopped Captain America's saviors.

She frowned as the "Feminization process" was finishing it's work upon the Captain and his ally, Paladin.

She snapped at Nightshade, "Why are they both so over-endowed, I did not authorize that!"

Nightshade grinned, "I did it by upping the estrogen, now they will be ogled by men and learn what the bimbos they chase go through!" she growled to her employer and master.

Superia fought the urge to slap her with her augmented strength and then sighed, "I would have preferred to have her as an ally, Nightshade. Get them something to wear and have two of our women drop them off near Avengers Mansion as a demonstration to the other heroes. That is all they are good for now," she said while glaring at Nightshade.

Hours later Gypsy Moth and Ion, two of Superia's superpowered Femizons, were carrying the altered heroes, both of whom were dressed in hospital smocks.

Moth looked at the huge-breasted blonde woman in her arms and spoke, "I can't believe this bimbo used to be Captain America!" she said in wonder at the woman.

"Superia is more powerful than I had originally thought to accomplish such wonders!" Ion agreeed.

They tossed the two women at the doorstep of Avengers Mansion, avoiding the lasers that fired at them due to their unauthorized proximity.

Hercules tore open the door....literally and saw two young women struggling to rise before him. They were both quite beautiful he realized, especially the blonde.

"What possible danger could two lovlies such as yourself pose to the Lion of Olympus!" he laughed. He moved to help the women up...then saw the blonde's face.....one that despite radical alterations he recognized well.

"Captain America!?" he gasped.

Cap frowned at his enormous breasts but managed to reply, "Yes Hercules. I have been transformed by a woman named Superia, the unfortunate woman with me was Paladin." she explained.

Hercules was speechless, this woman was impossibly attractive, even to a god like himself....yet she'd been a man that he'd respected beyond all.

"I....I don't know what to say..." he managed.

Cap tossed his long, blonde hair off his face and sighed, "Neither do I, old friend.".

Less than an hour later Natasha Romanova, known to most as the Black Widow, walked into the gym to see the buxom blonde that Captain America now was working out.

"You should be in bed. Hank says such a radical change might have complications," she said while frowning.

"I have to know." Cap sighed, "I have to see if I AM useless now. Despite my unfamiliarity with this body I refuse to use it as an excuse."

"Hercules said you asked me here to test you," she said softly.

Cap went into a battle stance, "Yes. You are a highly skilled hand-to-hand combatant, I need to see how far I need to go," she replied, ice in her stare.

"Hiyaa!" the Widow screamed as she attacked with a spinning back fist.

Cap leaned backwards, planning to use her momentum against her....but he forgot his new balance. Off balance he couldn't toss her and the Widow punched him in the face.

He fell back stunned, that blow hurt far more than it would have before. Even as he reeled, the Widow pressed her attack with a kick to the midsection.

Cap fell to his knees in agony even as his opponent leaped high to finish him. He rolled to one side, anticipating Natasha's landing point. Even as she landed he lashed out with a kick to her ankle. Despite the weakened strength of his new body, Cap heard her cry out in pain then fall heavily. But the Widow was a fighter and staggered to her feet in rage.

She faked a punch then lashed down with a knife-edge hand thrust, hoping to hit Cap in the windpipe just hard enough to immobilize her.

Cap ducked his head, ignoring the cascading blonde hair, and grabbing her arm before the thrust could land.

He twisted to the side, using her own power to throw her into the wall hard. Before Natasha could rise he punched her in the jaw, sending her down for the count.

"Ohhh....you still hit harder than me Steve." she groaned upon waking moments later.

Steven Rogers, known to the world as Captain America, smiled as he pulled helped her up.

"It seems the Super-Soldier formula remains in my bloodstream, so I'm still near the peak of human levels." he explained.

"I assume you will stay with us." Natasha said while pulling her uniform down below her breasts.

Cap coughed then turned away, "Natasha...please, get dressed." he said in embarrassment.

She grabbed him and then kissed him deeply, their mouths parted with an audible pop.

"Stay.....Steve, I was attracted to you from the beginning of our encounters, this female body of yours changes nothing....I still want you," she cooed.

"I...." Steve Rogers started, until she squeezed his breasts tenderly.

Hank Pym walked in less than a minute later, "Cap! I've got the results of your tests! Cap where are...you?" he stopped as he saw the female Captain and the Black Widow naked.

"Hank!" Cap gasped. He grabbed the sweatsuit he'd worn earlier and held it over his naked breasts.

"I...er...that is....I'll come back later.....much later!" Hank said in shock.

"Hank! Wait!" Cap screamed while getting dressed, "What about the tests!" He turned to Natasha, who also had tried to hide her nakedness, "We'll finish this later," he promised.

"Count on it," she grinned.


Cap walked into the meeting room having heard the worst from Hank. There was no way he could change Cap back into a man and apparently Superia had put a "genetic time bomb" in Cap's body so that any attempt to be transformed...such as by Sersi...would result in Cap dying instantly. Only Superia could restore him, and that meant invading her island, and for that he would need the Avengers.

She met each of the stunned looks from her comrades as she walked in. She'd decided to refer to herself in the female fashion, a small attempt to acclimate herself to the situation.

In attendance at the meeting were Black Widow, Hercules, Thunderstrike, Quasar, Sersi, Black Knight, Vision, and Crystal.

"Thank you for coming." she began, "I am here to announce I will remain an Avenger...but will step down from being Captain America....briefly. My replacement for a short time will be Jack Monroe, once known as Nomad and my former partner. I will call myself Liberty and use my vibranium shield from my time as the Captain. Sersi?" she asked the Eternal.

The woman gestured and Cap's clothing altered into a female uniform. The new uniform was more like a one-piece bikini with thigh-length boots while retaining the stars and stripes motif.

Black Widow stood then, "Liberty has proven herself to me in personal combat, as she defeated me despite her unfamiliar body. She is also going to be our new Chairwoman."

Steven Rogers smiled at the Widow, remembering their private meeting after the battle. Then her expression turned hard.

"I am asking for your help. Anyone who wishes to stay behind can do so without feeling like a traitor. I have to go to Superia and force her to restore me....and I need your help. I warn all of you men that Sersi will be forced to change you into the image of female super-villains. If you help me you risk being a woman like me, possibly forever," she said firmly.

Quasar stood, "Sir. I would gladly allow myself to become a woman if it meant you could be restored," the space-faring hero said with conviction.

"Well spoken Quasar. Hercules agrees with that sentiment...although I would prefer not to be a goddess," he said with a small laugh.

They all stood, voicing their approval of the plan, despite the danger.

Sersi watched Liberty and the Widow walk out for a moment, Cap could not be transformed so she would merely dress as a villainess.

She gestured at the men and one woman before her and grinned as her power altered them all...including herself. She now stood in the metal helmet and suit of Moonstone, the slim blonde villain that Captain America had apparently fought before reaching Superia's island.

"Zounds!" Hercules gasped in an unfamiliar female voice. He felt much smaller, but his chest and buttocks seemed swollen.

He felt the soft breasts he now carried in wonder then looked around at his fellow Avengers.

Thunderstrike was now the leather-clad buxom Titania, The Black Knight was now the curvy blonde Bombshell, Quasar was the shapely Gypsy Moth, and Crystal was Mysteria.

Thunderstrike laughed, "I can't believe that I look like Titania, look at these boobs!" he whistled.

Liberty frowned when she heard that while reentering, her own chest was larger than Titania's ever would be....yet she let that retort die befoe she voiced it.

They flew a Quinjet near the island and then got aboard a stolen ship, one that they'd captured from the women they now impersonated. Soon they were to the shield around Superia's island and were allowed through.


Chapter 18--Target: Myriad

Timeripper appeared before a woman known only as Myriad as the woman staggered into a gunfight. Myriad had been a woman named Sasha Green who'd been killed by Lex Luthor in a moment of rage. Her corpse had been infected by an alien creature and she'd risen with the ability to absorb people's minds, at least their personalities.

She saw the strange woman begin to absorb the personality of a gang member named Wendell Williams. But Timeripper decided to make her power swap their minds instead of merely absorbing the man's personality.

Their minds swapped bodies suddenly and Wendell was stunned to see himself a buxom brunette. He/she ran off in terror with her big breasts jiggling wildly.

A member of the oppossing gang grabbed her and slammed her hard to the ground. He tore off her blouse and bra even as Wendell fought wildly to free her now nude female body.

Suddenly something snapped on in his mind and Wendell's persona was swapped with the gang member's.

The naked woman passed out in shock even as Wendell flexed his new, muscular male arms. He looked down and saw the woman he'd just been lying below him, man was she beautiful! He kissed the woman and whispered, "Have fun Roscoe, enjoy being a woman!" he chortled in glee.

A golden light flared behind him and the remaining gang members fled in fear. He turned to see what was happening and saw a glowing golden man standing there with two beautiful women.

"Wendell Williams. You are needed to right our timeline, since your power is a direct result of it," the man said firmly.

Wendell frowned, he could sense the sheer power this man possessed. But even with all the man's power he trusted the man somehow.

"I believe you, let's do it!" he growled.

"A wise choice." the female Loki smirked as they teleported away.


Chapter 19--Target: Sir Tristan

Timeripper appeared next in the year 3000 A.D. before the reincarnated King Arthur and his knights. One knight in particular interested her, Sir Tristan. She had been a man in her previous life and the male soul had wakened in this lovely woman's form he now wore.

Timeripper took care to keep herself tightly cloaked but she could see that the sorcerer Merlin sensed something. She hated magic, even her power was slightly vulnerable to it.

She transformed herself into a woman of the court then ran to the king, warning him of the fact that Morgan Le Fey was even now in the room of Sir Tristan, trying to tempt the woman with promises of restoring her lost manhood. She blended into the crowd as Arthur, Merlin, Lancelot, and Gawain raced to stop the evil witch that had hounded them in two lifetimes.

Tristan laughed as he flexed his male muscles, Morgan had transformed him into a man as an example of her power.

"But what I restore can also be taken away." Morgan said while blasting the man with her charm.

Tristan found that breasts once again bulged under her clothes, and she whimpered, "No..."

Morgan grinned, "For a more permanent alteration I require some payment, as in your betrayal of Arthur!" she laughed.

Tristan felt her soft breasts, remembering how it had felt to have a muscular chest but her eyes turned hard, "No! I will not betray my king!" she snapped, "Even if I must remain a woman!"

"My heart soars to hear that Sir Tristan," Arthur said from the newly opened door.

"Arthur!" Morgan shrieked.

"And others, witch!" Lancelot snarled while entering with his king.

"Tristan, you will pay dearly for this!" Morgan hissed. She turned the charm on the woman and unleashed a bolt of magic.

Tristan felt her body change further as her breasts grew enormous until they ripped apart her shirt. Her hips widened wider and her buttocks plumped. She was wide-eyed in shock at her further transformation.

"Die, witch!" Lancelot howled while slashing her.

Morgan Le Fey fell heavily with her blood draining to the floor. She spotted Merlin and grinned, "I....seal this spell with my very life! A force even you....even you cannot....break...." she gasped, blood pouring from her mouth.

The charm flashed and Merlin, Arthur, Lancelot, and Gawain were caught in the spell. They each changed impossibly as their very sex was reversed. In Merlin's robes stood a young woman with breasts so huge they resembled basketballs.

Gawain was a voluptuous Oriental woman so erotic that she would have been turned on if she were still male.

Lancelot was a jet black-haired bombshell with breasts of immense proportions.

Finally Arthur stood in wonder with a lush female body and super-enlarged breasts.

"Enjoy your new lives.....ladies." Morgan wheezed even as she died.

Tristan felt her huge breasts and wider hips even as she gaped at the others.

Arthur whirled to face Merlin but his boobs caused his new body to fall. She frowned at the mountains of flesh on her chest, then looked at the blonde twenty-year old in Merlin's robes.

"Can you restore us, wizard?" she asked.

"No," Merlin sadly replied, "Morgan's spell is unbreakable and we are stuck in these shapes." she indicated her female curves.

"No!" Lancelot howled, "I love Gwenevere! Now I am to be her sister in arms!? NEVER!" She started to fall upon her sword until Tristan knocked it from her grasp.

"I hate being a woman as well but death is NOT the answer!" Tristan snapped.

Before anyone could speak the door opened and Queen Gwenevere stood in shock at her feminized husband and lover.

"Arthur!? Lance!?" she gasped.

Arthur found walking difficult with breasts and female hips but made her way to her wife. "It is permanent my love…if you cannot love me, I release you from your wedding vows," she sighed.

As she turned to leave Gwen grabbed her shoulder and turned her back around, "I will try Arthur....I will try," she sobbed as they embraced.


Chapter 20--Target: Dr. Strange

Dr. Strange fell heavily to the ground. Clea also fell beside him, both now trapped in each other's body. Timeripper smirked at this turn of events, she'd influenced Dormammu just a little, enough for him to keep Strange and Clea near him in this state rather than teleporting them away where they would have broken free.

She kept in a time pocket, the powerful Dormammu and Strange's magic making her nervous. A grin played across her face as she watched Strange realize that he was in the lovely Clea's body.

Strange stood slowly in Clea's body as Dormammu glared down at them.

Timeripper knew that the Faltin would eventually make a mistake if he kept Strange's body around. She forced a mental suggestion upon Dormammu and he gestured at the man's body before him.

Strange's male body, with Clea inside, exploded.

"No!" Stephen Strange yelled in his unfamiliar woman's voice.

"Silence, wench!" he snapped.

Strange now could not speak, and still she struggled against the magical bonds that kept her from the murderer.

Dormammu laughed at her cruelly, "You will be my consort, Strange.....after a little alteration!".

Strange screamed in pain as magic flared over her new body. Her breasts swelled like balloons as did her buttocks and hips.

She gaped at the huge, blimp-like breasts until Dormammu touched her forehead.

"You have no will save mine, as of now you are my wife!" he laughed louder as Stephen Strange bowed in service to her master, now his in all ways.


Chapter 21--Target: Psi-Fire

Timeripper appeared with a flash in another world to see the ending of a battle between a powerful psionic named Psi-Fire and the man's former teammates in Youngblood. She grinned at the buxom brunette that Psi-Fire now was, the man having placed his mind into her body to escape punishment.

Timeripper knew that in moments the desperate Psi-Fire would attack the giantess Masada, a deadly mistake given that Masada's mind housed the power of her Jewish ancestors.

Psi-Fire turned to see Masada preparing to grab her....then she was struck savagely from behind. The man above her, Cougar, seemed as stunned as she at the attack.

Bleeding from the feline man's attack, she concentrated on Sentinel and Riptide. Both fell in agony, their heads full of pain by her power.

"What are you doing!?" Cougar growled while grabbing her.

"Changing the game, dear Cougar!" Psi-Fire laughed while lashing into the man's mind with her powers.

Cougar fell back in pain as she wormed into his head, then staggered and fell to his knees.

Sentinel suddenly found himself looking at his own body......through Riptide's eyes! He looked down in shock.....now staring directly at Riptide's large breasts...which were now his!

"Oh God!" he gasped in Riptide's throaty feminine voice. His hands wandered in amazement over the curvaceous woman he now was.

"I'll kill him!" Sentinel heard his own body scream. He watched in shock as his former body, with Riptide within, grabbed the semi-conscious body of Psi-Fire and began shaking the woman violently.

"Give me my body back you miserable filth! I'll....arrgggh!" Riptide screamed out in pain as Cougar's claws ripped through her back. She was still stunned to be in Sentinel's body and fell as Cougar smiled down at her.

"Yes. This body will do nicely!" Psi-Fire laughed from Cougar's body. He grabbed the buxom woman's form he'd been using, now housing Cougar's mind, and kissed her while pulling off her uniform. "Lovely!" he laughed while pawing her breasts.

"Enough of this!" Masada growled, "Give them back their bodies!" she snapped while reaching for Cougar's body.

Psi-Fire reached out with his mind and took over Riptide's former body, with Sentinel helpless to resist. He used the woman's water powers to affect Masada.

The giantess began to swell, bloating as more and more water infused itself into her. She was obesely fat now and in a moment had become a blimp and was unable to move more than a small amount.

"Stop it!" Sentinel screamed but already his hands, actually Riptide's hands, were pulling off the small uniform that she normally wore. She was nude now along with Cougar, who remained trapped in Psi-Fire's female body.

"Have fun, ladies!" Psi-Fire laughed as he leaped away in Cougar's body.


Chapter 22--Target: Dial H for Hero

Timeripper shimmered into view in an underground cave, the hideout of a crime boss that she didn't know. She saw the buxom white-haired woman one of the man's henchmen carried in and smirked at the small watch-like device on her wrist.

She knew that this woman was in fact a young man named Chris King, who carried a magical dial that allowed him to become superheroes. He'd used it to become a shape-changer then had assumed the form of a water-witch named Naiad to get close to the crime boss behind the recent attacks upon his city.

She put a thought into the crime boss' head and the man peered close at Naiad, noticing the watch on her wrist.

"Hold her!" he snapped to his man while moving close to Chris' discomfort.

Before Chris could revert into Nobody the man swiped the watch, and Chris realized with a start that he was now stuck as the female Naiad!

The crime boss dialed H-E-R-O but Timeripper was influencing the dial's powers ever so slightly. The man shimmered and became a woman clad in leather with truly massive breasts and long red hair.

"Boss!?" the mercenary gasped at his transformed employer.

The woman's eyes glowed and beams hit the man, turning him into a small, petite woman.

Chris freed himself from the stunned new woman and reached for the watch only to have the woman zap his Naiad form with the beams. His uniform, or rather Naiad's, vaporized instantly....leaving the very female Chris nude before the altered crime boss.

Suddenly the woman leering at her was a man again, and a wide grin broke across his face as he looked at her.

"It seems I have become a man cursed to change into female form. The only way I can change back...although briefly it seems....is to absorb masculinity from other men. Now let your form change to suit my needs in the few moments of manhood I have left," the man said while blasting her with different beams.

Chris stood stone-still as her breasts swelled to a huge, melon-like size. She was totally in the man's power, merely awaiting his instructions.

"You are mine, woman!" he laughed, "Forget your past and serve me--however I command!" he laughed.

The super-breasted woman grinned, "Yes master!" she cooed while pressing her nude body to his.

"Chris!?" a woman gasped from overhead.

Chris looked stupidly up to see Jill, his girlfriend, now a superheroine called the Fan, she also wore a watch.

The man frowned as she flew into the entrance from outside and beams lashed out to cover her.

Jill moaned as her breasts swelled to immense degrees, becoming so heavy that she crashed to the ground due to their weight. She snarled a curse only to be blasted again. Her will melted and she got up and joined Chris as the villain's new lovers. At least for the short time that the man would remain a male.


Chapter 23--Target: Masquerade (of the Blood Syndicate)

Timeripper appeared before a powerful being named Rift at a moment when the world of Superman and this strange other world called Dakota were merging due to the formation of Rift.

She influenced the mad god-like being as he looked down at the unconscious members of the Blood Syndicate. They were all African-American, gifted...or cursed with powers. He'd easily defeated them and now wondered what to do with them, then he saw the shape-changer Masquerade. Even now the shape-shifter seemed male but Rift could see beyond her powers....he knew that she was a woman. Masquerade remained in male form all the time.....until now.

He picked up the man and his eyes shimmered, power washing over the male form on his hand. The handsome African-American man began to change under his power, becoming what he wished of him.

Masquerade's skin paled white even as his hair lengthened down to his butt. Huge breasts swelled from his chest, straining the man's uniform in their immense size, the fat nipples easily visible as they stretched it.

There was a loud pop as the man's hips swelled wider, his pelvis having snapped into a female shape. His butt became much rounder and firm even as his legs slimmed and reshaped themselves. The lovely, silky-smooth legs stretched long up to his female behind. The man's groin changed into female form, a tuft of pubic hair now over the vagina he now possessed.

Rift gazed at the sexpot he'd created out of the man, a change fed by his own male desire.

"I will return you to your friends, Masquerade, but now you will be known only as 'Babe' and making men into women like yourself is your only goal in life--I grant you that power!" he laughed.

Timeripper watched all of this with a grin, Rift was quite powerful but a mental simpleton compared to herself! She'd forced her own ideas into his mind and Masquerade/Babe promised to be a source of power to her for some time to come.

Time started again for the Blood Syndicate as Rift dispersed.

"OH GOD!" Masquerade shrieked at his white-skinned, huge-breasted female form. The members of the gang turned to see a drop-dead sexual white woman before them.

"What do you want, bitch!?" Flashback snapped, clearly pissed, "Not many bimbos come to this part of town!"

The leader of the gang, an invulnerable man named Wise Son grinned at the woman before him, "With tits like that I don't care who she is!".

Masquerade saw the men's eyes wandering over her, lust and desire in their stares. She backed up, anger building inside of her at all that had happened. She was not Babe, as Rift had desired, nor was she the sexy bimbo that these guys seemed to think she was!

"Fuck you all!" she snarled. Her altered powers were triggered by the emotion, power shooting from her to envelop the stunned gang.

All of them became female in an instant, the male members of the team all but numb with shock.

Wise Son grabbed his huge breasts and screamed, "Die!" while launching himself at her.

Masquerade easily avoided the clumsy lunge and chuckled, "Enjoy it, you pricks!"

The Blood Syndicate stood stunned as they realized exactly what had happened to them…nothing would ever be the same for them.....not now.....


Chapter 24---Target: Atlas/Tin of the Metal Men

Timeripper appeared before a powerful assemblage of sorcerers. The magicians had been using the powerful life forces of gods to break a spell that had been cast upon the earth. They were using the metal bodies of the so-called Metal Men to house that energy. The Metal Men each housed a different godling, although each god slumbered unknowing of their altered status.

Timeripper knew that using her power here was dangerous, it could cause the sorcerers to detect her, but if this worked she'd gain great power from a god's essence.

She blasted the female robot Tin, forcing the powerful god Atlas to awaken in the female form.

"NO!" Dr. Fate shouted as the spell began to warp. Timeripper's power had caused a backlash of power that overwhelmed the sorcerers, transforming them into enormously-endowed women who giggled mindlessly.

"Excellent!" Timeripper laughed, the gender flux from the two male sorcerers increasing her power. Then she saw that Dr. Fate was not present.

"You are to blame for this, interloper!" Fate said in a growl.

"How.....how can you see me!?" Timeripper stuttered.

"Easily," Fate replied and energy blasted her out of that timestream.

Atlas shrugged off his slumber and stared dumbfounded at a female shape that HE was wearing. Before he could cry out Fate cast a slumber spell onto him again.

Dr. Fate looked at the giggling women who'd been Zatanna and his comrades, then caught Timeripper's energy trail. He shot into the time stream after her.


Chapter 25----Dr. Strange

Dr. Strange felt the intrusion into his time period even as he controlled Morganna's body. He'd been having dinner with the lovely woman whose form he now occupied when a demon had attacked. He'd been struck down by a demon and had used her body to focus his powers.

Suddenly the thin line that kept him connected to his own form was snapped by an outside force and he sensed that Morganna had gone into his body while he was now trapped in her form.

Stephen Strange knew what had just happened but merely turned and fired a spell at the invisible Timeripper.

"NO!" Timeripper screamed, "I hate magic!" then she teleported away.

Dr. Fate appeared suddenly before the now female Dr. Strange wrapped in his cape. The two looked at each other for a long moment, unsure of whether to befriend or attack.

Finally Fate broke the silence, "You were a man?" he asked.

Strange frowned, "Yes, although I am now trapped in this woman's body." she replied with a scowl.

Fate opened his cape to reveal very large breasts and a female body he'd kept hidden.

"I have been changed as well," she said calmly.

A burst of golden light erupted and a man stood before them with a huge, hairy beast and a gorgeous black-haired woman in green and gold.

"Dr. Fate and Dr. Strange you will be needed to right all the timelines our female Timeripper has changed. Your own sex might very well be restored upon her defeat." he smiled. Neither spoke but joined the group which then vanished into the timestream.


Chapter 26--Target: Dr. Arcane of the Champions

"No!" Dr. Arcane screamed out....in a female voice. Icestar raced into the bedroom where Arcane had gone to switch back to his own body after briefly occupying the gorgeous female body of Melissa D'Arque....also known as Malice. When Icestar opened the door he saw Malice standing nude above Dr. Arcane's body.

"Doc?" he questioned. Malice turned and saw him, her eyes brimming with tears. She rushed to him and threw herself into his arms.

"Oh Icestar! I'm trapped in this......body!" she sobbed while indicating her new form.

She leaped back away from him in shock, "Gods! I can't control myself!" she howled.

Icestar frowned, "Are you Dr. Arcane?" he asked. She realized she was nude with a start and whipped up a costume with Malice's powers....only it was Malice's tiny outfit.

"Damn! I am Dr. Arcane but with each moment I'm becoming more Malice!" she growled. She began absently rubbing her breasts in pleasure until Icestar coughed.

"Tell....tell Donnah to come back later," she told Icestar, "…and send Rose to me!" Icestar tried to hide his erection as he walked out but she'd obviously seen it from her frown. He escorted Donnah Hannah out of the house despite her protests (since she was really the Demon Master in female form).

Dr. Arcane could barely restrain from fondeling herself as Malice's lusts continued to influence her.

Rose came running in a few minutes later out of breath. "Dr. Arcane!?" she said in wonder at the half-naked woman before him. "Rose! You must help me! I can barely control myself in this body!" she was nearly hysterical.

Rose let her mind power wash over Dr. Arcane to halt Malice's influence. When the glorified bikini Arcane had been wearing grew into a full-body version of Dr. Arcane's normal garb she knew she'd succeeded.

"Thank you Donnah." Dr, Arcane smiled. "I was nearly lost, but now it seems I will be in Malice's body for some time." she frowned.


Chapter 27---Wonder Man and Cage

Timeripper appeared in a swirling mist, the realm of Limbo. She'd decided to draw her next two targets out of the timestream so that she had no fear of attack. Her powers were ebbing due to the attacks of Strange and Fate and she needed gender flux badly. She'd altered Arcane's timestream from afar and with that power would now alter two more superheroes.

Wonder Man walked through the misty non-realm until meeting Luke Cage.

"Cage!? What are we doing here!?" he asked. "Don't know," Cage frowned, "Or why we're dressed in uniforms we long ago changed." Simon Williams backed up in shock as Cage began to change before his eyes. The burly man's shape was slimming even as his hair lengthened. He watched Cage look down in shock then saw Cage's eyes widening as well. Simon looked down at himself to see the same changes taking place.

Cage was now a sixteen year old girl who could only gape wordlessly at her slim, youthful body. She cupped her small breasts then touched her new face.

Wonder Man was a buxom woman so sexy that any man would want her.

A woman appeared before them suddenly, "In your reality this was a joke of the Watcher's. But here in Limbo you are outside time, and thus I will make you over into mindless females!" she laughed. Cage growled and leaped at her but she held up a hand and Cage was transformed in mid-air. The horny coffee-skinned woman with huge breasts that he became had only one thing on her mind.

"Why do this?" Wonder Man asked as she gestured at him. "I have my reasons Simon Williams, and soon you and Cage will be very happy to live out your lives as strippers, with no memory of the super-powers you have." Timeripper chuckled. Simon appeared on stage at a strip club, her body now as over-endowed as Cage's had become. She lost all memory of being Simon Williams, she was Simone and as she danced to the music she realized that this is what she'd always wanted to do.

Timeripper drank in the power of the two heroes as she sat in the crowd. Her breasts had been almost non-existent when her power had been weakened, now they'd swelled into a perfect, round shape. "Hey babe, how about we have a little fun?" a man asked while squeezing her breasts.

Timeripper clicked her fingers and the man was transformed quickly into a woman. The gender flux fed her more and she grinned as the woman staggered backwards in shock. Timeripper teleported away with the new woman's shrieks in her ears.


Chapter 28---Target: Warlock

Timeripper appeared in the strange mindrealm that Adam Warlock had entered to learn the secrets of his female self, the so-called Goddess, before she could destroy the universe.

She looked down with a startled gasp at her old male form restored once again. Then she remembered, this was a realm of the mind and therefore her image was what she desired, in this case the man she'd been.

"I didn't expect....THIS!" Warlock gasped form behind her. She turned and saw Warlock, half-female and half-male and speaking to an old woman who seemed to be his guide.

"A product of the mind, but you have always distanced yourself from your female side." the woman said with a frown of contempt. Warlock grinned while looking at the female side of his body, "Not entirely!" he laughed. The woman snarled, "A superficial change! To understand the Goddess a spiritual change is required."

Warlock stepped into the portal opened by the old woman. He was meant to learn a lesson of the travails of his female self....instead Timeripper altered the portal with her powers. The moment Warlock entered the portal he BECAME the Goddess, totally female now to his shock. Worse, his mind was changing ever so slightly....only with all his will was he able to keep from becoming her in mind as well. With a blast of mental power he found himself thrust back into the real world, along with a still unseen Timeripper.

In the real world, Warlock became a beautiful woman identical to the Goddess in body if not mind. His friend and comrade Pip the troll took advantage of the Goddess' shock at her new "sister" to grasp the powerful egg she'd created to warp reality.

Timeripper teleported a stunned Warlock to the egg, at the moment that the Goddess' servant Silhouette, a young black woman with the power to turn into shadow, was to have stopped Pip's dreams of a world under his rule.

Warlock blasted the young woman with his staff, watching her fall limply to the ground as he saw Pip smiling.

Timeripper then influenced the troll's mind and waited for her plan to come to fruition.

Warlock was blinded briefly by a flash and when his/her eyes cleared she was looking at a massive, muscular Pip towering over his new harem....all super-heroines!

The women lay naked before their new master, their minds changed so that they were his to command in all ways. Warlock looked at the harem, recognizing many of the women.

The She-Hulk, Invisible Woman, Vindicator, Wasp, Scarlet Witch, Gamora, Moondragon, Psylocke, Jean Grey, Rogue, Phoenix, Meggan, and the Black Widow all served Pip's every whim, reduced to mere servants.

"Pip!" Warlock yelled in her new soprano, "You have to change everyone back!" Pip grinned and gestured at the buxom blonde with golden skin.

Warlock's breasts swelled much larger even as her clothes were banished. She fell to her knees, fawning before her new master....and with no memory of the man she'd once been.

Pip kissed the new woman and laughed, "I make the rules now Warlock, and what I want is for all you super-heroic guys to become buxom beauties like my harem!" His power lashed over the Earth quickly even as Timeripper felt the beginnings of the massive gender-flux. She teleported to see the first changes at Avengers Mansion.

She appeared before Captain America and Iron Man, the only Avengers on duty right now.

Iron Man saw Captain America change before his eyes. The muscular shield-slinger became a hugely-endowed blonde woman clad only in a star-spangled bikini. Befre Iron Man could do anything he was even larger-breasted than the new Cap and her armor was a bikini. She swayed over to the computer and called up the satellite to see the affected. She gasped upon seeing Spider-Man now a slim, sexy brunette and the X-Men now gorgeous, over-endowed women in lingerie. In a moment they were teleported to Pip's harem and became mindless slaves along with the others.

Timeripper felt the massive gender-flux increase her powers to awesome degrees.....along with her body. Her blonde hair was now six feet long and platinum. Her breasts had tripled in size and her hips swayed provocatively. She smirked at her bombshell body, the last time she'd changed like this she'd changed herself back....not this time. She might end up as the sexiest woman in all creation but she'd also be so powerful that none could stand against her.


Chapter 29---Target: Superman

She grinned as she appeared in Metropolis, home of the famous Superman. She knew that the imp Mr. Mxyzptlk would appear in moments to change the Earth's population into the opposite gender....to merely pester Superman.

The imp appeared before her and his eyes bugged at her super-sexy form and mammoth breasts. He transformed himself into a muscular man of human size and smirked, "Hello my dear...what can Mxy do for you?". Timeripper smiled, "Serve me Mxy...I know you're about to change this world.....when you do I'll become all-powerful...the gender-flux of an entire planet! Serve me as we alter other timelines......I promise you great powers....and all the mischief you could hope for! Imagine a world where Superman in your female servant...anything you wish....after we win." Mxy cast the spell he'd prepared and watched the woman grow before his eyes....in more than one way. The entire Earth was now the opposite gender of what they'd been....and accepted that as the way it had always been. Now Timeripper swelled to over fifty feet tall with freakishly huge breasts that hung only slightly while reaching her bellybutton!

Mxy smirked, "Okay babe, we'll do things your way...I like a woman with knockers like that!" he laughed. "Would you like to see how Superman is affected, I changed your spell slightly....she should be affected by now."

"SHE!?" Mxy gasped, "You mean he's a woman!?". "Look for yourself." she said while creating a portal. Clark Kent righted himself after a brief bout of dizziness...only something seemed wrong.

"You okay Clara?" the man asked in concern. Clark stared at the large breasts pushing out against his....dress!?

He'd been changed into a woman!

"It's Louis...Louis Lane......your husband!" the man urged in concern.

"Lois!?" Clark gasped in shock. "Louis....surely you remember me!?" the man seemed worried beyond words.

Clark heard a scream and saw Louis frown, "Be careful lover!" the man said while......while kissing her!

Clark pulled off the dress as she speeded through the supply room and leaped into the sky......in only a bra and panties!

She'd just assumed that the uniform would be there...instead she was flying about all but naked! She caught the window washer that had fallen and saw the man's eyes light up at the sight of her as she floated to the ground.

She heard someone clapping and whistling and realized that somehow she'd been teleported into a strip club...and was naked now! She covered her big breasts and glared at the imps in the crowd.....all copies of Mxy.

"Change me back imp!" she snarled.

"I think not! Why waste a good transformation!" Mxy chuckled. "Now lose all those morals and join me and my new partner." he said with a smirk.

Superwoman cuddled against her new master Mxy even as Timeripper smirked. She now had two powerful allies with which to wage war....and her own powers were god-like at the moment.

She teleported them into the timestream with a laugh, nobody could stop her now!


Chapter 30--Target: Solon Rey

Timeripper knew that Mxy and the chesty bimbo they'd made of Superman were waiting for her in the time pocket she'd created for her forces, but she wanted to have some fun.

She appeared as a young man named Trip Monroe was being enpowered by a god. The man should have only gained power over inanimate things....but she boosted his power to living matter without anyone knowing.

She tripped ahead in time to the moment when Trip had accidentally made the dimensional traveller Solon Rey appear female......now with his augmented power Trip made Solon more than APPEAR female.

Solon Rey opened the door to the human's apartment only to hear the man gasp, "Antoniette!" He frowned, why was the man staring at him like that? Then he happened to turn his eyes down and see the HUGE breasts riding upon his chest! Even his clothing had transformed, although it had not remained intact over his newly enormous breasts. He backed up in shock, grasping the golden-blonde hair that fell over his shoulders then cupping his naked breasts.

"What.....what happened!?" Solon screamed.....noticing that his voice was as female as his body now seemed to be!

"Antoniette! Your breasts......they're huge! What happened!?" Trip gasped while racing to comfort her.

Solon squeezed her very real breasts and then stuck a hand into her pants and found a woman's vagina. She growled, "YOU did this! But you're not supposed to be able to transform living matter!" Trip stopped in confusion, but managed, "I.....I didn't mean to." He now knew something very weird was happening here.

Solon tried to cross his arms but became aware of the massive breasts in the way. He snapped, "So change me back, I'm not comfortable being a woman.....much less one as endowed as this!" Trip was puzzled, "But.....you are a woman!" Solon grabbed him, "Listen kid! I'm an ex-judge of Felon Bale and most assuredly a man! You wanted me to be this Antoniette woman and somehow you transformed me into her.....now change me back!"

Trip was wondering if she'd taken drugs then stammered, "But....but I don't know how I did it!" he moaned.

Solon sighed, "At least picture me in some clothes....these tits are attracting too much of your attention! Tell me whatever is poking me in the groin isn't what I think it is!" she gasped while looking down. Trip coughed in embarassment as she saw his hard-on tenting his pants. He pushed her off a little and pictured clothing for her, unfortunetly his mind wandered.

Solon saw her clothes shrink into a skimpy bikini and she started to rage in protest.....until a glowing man appeared before them.

"Trip Monroe!" a male voice boomed, "You are needed!" The man extended a hand and Trip vanished with the stranger.

Solon felt a disturbance in the air and saw a woman appear, this woman had hair to her ankles and breasts that made her own look tiny.

"Solon Rey! I was unable to break into this timeframe....someone expelled me before you arrived here. Now come with me, I can restore you to male form." Timeripper said pleasantly. "Then do so." Solon said calmly. "Only in return for your service otherwise stay like that. Imagine what men will do to that body." Timeripper baited. Solon flinched at that thought but stood proud, "I can sense your evil even without power woman. There is nothing to make me serve you, even if it means I must remain a woman," she said while thrusting her chest out.

Timeripper growled and threw some power at the woman the smirked, "Very well. But for two hours every day you will become a raging nymphomaniac. Every guy you screw will turn into a nympho full time. So you WILL serve me....one way or another!" she laughed while teleporting away.

Solon screamed in hysteria, realizing what this woman's power had done to her. She felt a warm tingle in her groin and images of men flashed through her head...lots of men. She shook her head and searched madly for a key to any room, anywhere to lock herself in! She finally found a key even as the feelings intensified. She fondled her breasts even as she locked the front door....she wanted a man so bad now! She managed to make herself throw the key down under the door. She rubbed herself as the hormones took over, her intellect washed away as sex took over her mind. A small part of Solon remained to see the swaying slut he'd become find another key and walk out. As she searched for a man Solon fought herself, but in the end she became exactly what Timeripper had wished of her.


Chapter 31----Target: Chameleon Boy

Timeripper was on her way to the time pocket when she was sucked into the future...well the future for those 20th century beings anyway! She appeared before a stunned woman and her mouth widened into a smile.

"Chameleon Boy, how opportune that we meet. I don't have the time to waste converting you to my side.....just stay as you are...at least you will feed me some flux!" she laughed. Hours later Braniac 5 examined a buxom Sklarian woman who looked at him hopefully.

"I'm.......I'm sorry Chameleon Boy. Whatever this woman you say you met did to your powers isn't something I can reverse.....you really are what you appear to me." Braniac 5 said while scratching his head. Chameleon Boy looked up in tears, "You mean I'm not Durlan...at all. I'm a Sklarian!?" she sobbed. The green-skinned man frowned, "I'm afraid......well yes." The cream-skinned woman burst into tears and ran out the door naked, not caring about anything except that her life was over.

"Good work Brainy!" Invisible Kid snapped while coming into view, "She's already a wreck....couldn't you have been a little more tactful!" Brainiac 5 frowned, "I don't do tact. The sooner she comes to terms with her body the better. We must treat her as a woman....not like someone who is sick or deformed."

Chameleon Boy raced towards her room, her large breasts jiggling painfully as awkwardly bounced towards the safety and privacy of her quarters. She rounded a corner and slammed into Live Wire, shocking the young hero enough that he inadvertily shocked her. She fell stunned and Live Wire looked at the naked, and impossibly gorgeous woman lying before him.

"Cham!?" he gasped....trying to keep his eyes off her full breasts. She moaned and then passed out, flopping unconscious next to him.

"Oh my Lord!" Live Wire gasped, "She's......" he whistled while lifting her.

Saturn Girl came running down the hall with Cosmic Boy right beside her.

"Garth!?" she gasped at the hero holding a naked woman in his arms. "Imra!?" Live Wire blurted, then realized that holding the woman had caused him to develop quite an erection.

"My God Garth, she used to be a guy!" Saturn Girl snapped at the lust she felt from him....then she turned to her boyfriend, "Rokk!? You too!?". Cosmic Boy grinned, "Um....sorry dear, but you have to admit she's....well....awesome." he managed.

"MEN!" Saturn Girl snapped while running down the hall. "Glad she couldn't get too deep in my mind, I imagine that she'd have freaked at the thoughts going on there!" Cosmic Boy laughed.

"If you two are done groping Cham I'd like to take her to her quarters!" Invisible Kid snapped.

"Er...sure, we were just helping." Live Wire said. Invisible Kid snorted, "That's why one of your hands is resting on her ass and the other on her boobs!" Garth handed her to Invisible Kid then hurried away with Cosmic Boy.

"Thanks." Cham said while opening her eyes.

"You're awake!?" he gasped at her.

"Have been since Saturn Girl scanned me. I.....I liked it when Garth touched me....oh Gods! What's happening to me....even you...my best friend...as you hold me I feel SO turned on!" Chameleon Lass sobbed.

"Er......I really don't want to do....that.....at least with you Cham." the Kid stammered.

She kissed him full on the lips then wiggled out of his grasp and swayed to her door, "Just promise me you'll still be my friend," she said with a thin smile.

"Always." the Kid managed as she closed the door to her quarters. Invisible Kid looked down, his own erection tenting his pants and sighed.....this was going to be tough.


Interlude--Timeripper's base

Timeripper appeared in her null-time base that she'd ripped away from Immortus. She saw the blonde woman that Immortus now was swaying about in a sexy dance for the men-turned-women of her group.

She scanned the room, the young blonde woman that was Nigel Frobisher frowned at her, apparently unhappy that she had yet to restore him to male form.

The former caveman Raa seemed to be adjusting well, even wearing female clothing now as she milled about with the rest of the group.

Timeripper had wanted the version of Raa that she knew would become pregnant by the timelord Kang.....but Kang had apparently noticed her and had blocked that time period.....for now. She would use this recruit.....until she had Kang at her mercy.

A group of the Amazons she'd created milled about, not remembering that they'd been men and wondering why their goddess had brought them here.

Another version of a female Nigel Frobisher stood to one side, her mammoth breasts and dream girl body making her angry as they stared at her.

One of the only males in the room, the so-called Demon Master, watched the beautiful women with a grin...obviously enjoying the abundant female flesh around him.

The poweful villain that had stolen the Dial H for Hero device, now a bombshell of a woman who could turn men into women under her control or any number of other things. Also she could turn male again when she zapped a man. Timeripper had ensured that the former man keep his powers even though the dial's powers were only suppossed to last an hour. She'd had to go back to that time to get him/her but considered her vital.

She grinned at the chesty strippers that had been Luke Cage and Wonder Man, both now buxom women totally under her control. She'd even restored their powers to serve her.

"Quite a group." Mxy laughed as he teleported in with the naked bimbo that had once been Superman.

"Only some...observe." she pointed and those she'd recruited from alternate realities appeared.

A VERY female Boneyard, Mantra's sworn enemy, appeared. She now wore a sexy female body, that of one of her youngest wives. Mantra had defeated her in her reality and imprisoned her in the body of a woman. She'd been thrown into slavery when Notch took over. She'd jumped at the chance to escape the hell her life had become.

Count Viper, the nefarious body-swapping mentat, stood silently....she was still in the sexy female body of Katar Hol's lover Shayera. In her time she'd been defeated by Katar before she could swap forms. And Airstryke had taken out his rage upon her after Hawkman escaped.

Necromantra grinned, she'd joined willingly and wanted only to help.

Timeripper had already made her second-in-command, she almost sensed a kindred spirit in the buxom red-head. To think this vixen had once been a moron like Thanasi! She chuckled at the memory of what she'd done to another version of Thanasi.

"Prepare yourselves my recruits, for soon we take over all time....and then I can make of your lives whatever you wish!" she laughed.


Kang's Fortress----time pocket

Kang smiled as the glowing man appeared from nowhere with a group of lovely women by his side.

"I've been expecting you, traveller," Kang said with some humor.

Loki's eyes bugged, "Kang!? You've brought us to HIM for help!?"

"You look ravishing today Loki, such lovely breasts.....I wonder what your father thinks." Kang baited.

"Enough!" the golden man snapped, "You came to me Kang...if you remember."

Kang rose, "Indeed I did. This woman called Timeripper....she threatens my own time region. For now my shields hold, but if I fall she controls ALL time, including the one most of you life within."

"So you want to join us in defeating her." Sasquatch snorted.

"Indeed. It serves my purposes." Kang said with a smirk.

"You want something Kang. What is it?" the golden man asked warily.

"Traveller this Timeripper abducted one of my Chrononaughts, a male transformed to look like the Avenger Sersi. Imagine what a child she could birth by me! She is touched by my own power, that of an Eternal, and the massive power of this Timeripper woman! I seek her for my bride, that is my payment." Kang said with a smirk.

The Traveller frowned, "That will be her decision Kang, but we will help you free her." They shook hands and then teleported away, into the past to try to stop the woman's plans......if they could find her that was.


Chapter 32---Target: Hercules (DC's version)

Timeripper appeared before the massive Greek hero Hercules and Antiope, sister to Hippolyta, queen of her own Amazons. Hercules has used the power of the Proteus Mask to change himself into Hippolyta but now, despite his hysterical struggles, could not remove it!

Timeripper appeared to her subject in the form of Athena, "There is your true sister Antiope!" she snapped while pointing to the woman chained to a pillar, "This impostor is none other than the male Hercules. I wish him captured....but not killed." she commanded.

Antiope hit the stunned suddenly female Hercules with the flat of her blade. Stunned by the blow Hercules fell to her knees then passed out.

"What will you do with the pig?" Antiope snapped.

Timeripper grinned, "He wished to impersonate a woman....so be it. He will remain as he is, and I will have her sold on the slave markets!" she laughed while taking the unconscious woman with her.

Hours later, Hercules woke and immediately realized that she was still a woman. She struggled to rise but she seemed chained....and from the sight of her naked breasts, she could tell that she was naked. She looked up, ignoring the long black hair that fell about her face and saw a crowd of men gazing lustily at her.

She knew without seeing any more where she now was....the slave markets of Sparta.

"What am I bid for this sexual creature, for here we have the queen of the Amazons, the lovely Hippolyta!" a man laughed while lifting her chin to show her beauty to the crowd.

Hercules saw the stares of the men, all centered on her sex and her breasts, and rage began to build. She growled in rage and began to strain against the chains, her superhuman strength only slightly diminished by the change in sex.

She snapped the chains and stood, a naked woman against perhaps a hundred men. She would not make their conquest an easy one she vowed.

"Brother!" a beautiful blonde haired woman cried out from beside her.

Hercules turned and frowned, "Who are you to know me as brother?'" she asked while throwing the auctioneer into the crowd like a log, knocking a dozen men from their feet.

"It is I, Ares!" the woman sobbed, "Please.....I have suffered through so much!"

Hercules reached down and shattered the woman's chains. When the naked blonde stood even the still female Hercules gasped, "You are as gorgeous as Aphrodite herself!"

"Brother, the men!" Area howled. Hercules turned and saw the men now armed.....there was no hope now.

"Hold!" Timeripper snapped while appearing to all. She fired a bolt into Ares' female body, making the former god forget that it had been Timeripper that had transformed her.

The crowd stopped upon her appearance, thinking her to be a goddess....then a rock hit her on the head, stunning her briefly. As the men surged forward she cursed herself for a fool. She'd assumed that the idiots would be so fearful of her that they would race screaming away. As she felt the blood trickle from her cut forehead, she stood, now glowing with power.

The men were all hit with a sheer blast of her gender power. They were all screaming in the voices of young women within seconds as their bodies warped under her attack. In less than a minute the crowd of men were all now transformed into pillow-breasted young women.

"By Zeus!" Hercules gasped at the buxom women that had been her male attackers. The women were no less than goddess in terms of beauty she realized.

"They deserve no less." Timeripper said with a smirk. Screams of shock erupted from the women and they raced about, their huge breasts jiggling as they awkwardly fled what they assumed to be the power of a goddess.

"If you two wish to become men again then come with me." she said firmly to Ares and Hercules. They both took her hands and she grinned.......until a lightning bolt hit next to her.

She knew that Zeus would likely fry her with his next bolt and so she teleported away with her two new recruits, leaving a hundred Spartan men now transformed into the most sensual women the world had yet seen. They would all fetch quite a price on the very slave market that they'd once bought from.


Chapter 33--Target: Thor

The villainess Rogue reached out to grab Thor on the command of her adopted mother Mystique. Before the Asgardian God of Thunder could move she began to drain him of his powers....of his very life! Timeripper appeared and blasted the two interlocked figures, sending Thor's mind and soul into Rogue's female form while displacing the young woman's into oblivion.

She smirked as Thor's body turned to dust even as Rogue's body staggered in shock.

Suddenly Thor regained his senses.....and saw his chest now sporting two female breasts. "By the Golden Gates of Asgard!" he yelled in the female voice of Rogue. His female hands squeezed the breasts of his new form even as he saw the Avengers struggling to defeat the Brotherhood of Evil Mutants.

"Away villains!" she snapped while swinging Mjolnir, her uru-forged hammer. A burst of lightning sent the mutant terrorists scattering even as the Avengers stared in anger at the woman Rogue holding Thor's hammer.

Destiny grabbed her friend Mystique as they raced to their jet. Although Destiny was blind she held her distraught friend.

"Please! We can't leave Rogue there!" Mystique howled in anger.

Destiny sighed, "That is not Rogue. Somehow Thor has taken her body........she's gone, Raven."

Mystique broke down sobbing at the loss of her daughter, she would never again lead any mutants into battle.

Meanwhile, Thor had just worked out where...and who....he now was. He looked up to see his friends, his comrades, the Avengers preparing to attack with deadly force.

"Peace, my friends," she soothed, "Although I am at a loss to understand how.....I am Thor!" she said loudly while hefting the hammer. Lightning raged in the sky at her command. She then twirled the hammer and transformed Rogue's uniform into a female version of Thor's own.

Timeripper was preparing to offer Thor her help when she felt the timestream ripple as another traveller arrived. But she was already back into the timestream before the Traveller and his group appeared.

Thor stood stunned as a man glowing golden with power appeared with the Alpha Flight member Sasquatch and a buxom black-haired woman. The beauty swayed to him, a smile on her ruby red lips.

"Hello brother, or rather sister as we both now are!" Loki laughed. Thor knew the woman instantly, despite the gender change, "Loki!? So you are a woman as well!?" Thor gasped in incredulous wonder.

The golden man then spoke, "Yes she is, Thor, we need you to join us to right the timelines before any more of them can be polluted." Thor turned to look at her Avenger teammates, who had been watching warily,then took the man's hand and disappeared.

Hawkeye saw the female uniform Thor had worn over Rogue's body float to the ground and he shook his head in wonder.

"Where.....where did they go?" the Scarlet Witch asked. Hawkeye picked up the garment left behind and frowned, "I don't know, but if that mutant bimbo really is Thor now then she's gonna give somebody a free peep show."


Chapter 34---Target: Mephisto

The Silver Surfer kissed the woman in his arms, enjoying the feel of her full breasts as they squashed themselves against his own chest. He'd not held a woman like this for some time....and it felt good.

Timeripper appeared in a null-pocket, not wanting to deal with someone as powerful as the Surfer. She hit him with a pulse of power that allowed him to see the beauty in his arms, that he thought to be the former herald of Galactus, Nova.......as she really was.

"Villain!" the Surfer roared even as his seemingly reborn lover Nova backpedaled in shock.

His cosmic energies lashed out to cover her and the light made her scream in agony.

"Mephisto, you have trapped yourself! I have locked you in that form!" the Surfer howled while slapping her off of his board.

Mephisto moaned in pain from the slap, and then tried to shape-change into his true form only to see the Surfer's words to be true. She cupped her breasts....now really hers...and screamed in rage as the Silver Surfer rocketed away, leaving her stranded in space as a woman. Her curses could not catch the star rider as he disappeared from sight.

Timeripper appeared before her and smiled, "My name is Timeripper, you if I am not very wrong until very recently were the arch-demon Mephisto. I can restore you demon.......unless you wish to see what fates Hela, Satannish, Lucifer, and the rest have for a female....and quite powerless Mephisto."

Mephisto smirked while taking the woman's hand, "You are as evil as I, my dear."

"Not yet demon.....not yet," she laughed while teleporting away.


Chapter 34---Target: Guy Gardner

Timeripper appeared in her time/space pocket before a VERY confused and VERY female Guy Gardner. It had only been seconds before that Guy had rushed out of his bathroom now transformed into a buxom woman by his enemy Dementor. Timeripper knew that she would need to help things along to keep Gardner female....but that is what she did best after all.

"Who turned me into a freakin woman!?" Guy bellowed in his newly female voice.

Timeripper smirked at the shapely woman Gardner had become, if she could pull this off her powers would receive yet another boost for Guy was fated to live many more years.

She teleported outside as the mind-bending witch Martika got out of her car along with a few of her henchmen, all under her mental command.

"I'm sorry....I cannot allow you to have Guy changed back into a man," she said while appearing before them.

"Changed back!?" Martika gasped, "What have you done to him!?"

Timeripper chuckled as one of Martika's goons tried to punch her only to fall through her temporally phased form. She could have destroyed the man along with her other henchmen....but they would serve a purpose for her later.

"I myself did nothing to him...well her now," Timeripper said while smiling wide, "Dementor turned your precious Guy into a woman as gorgeous as yourself."

"WHAT!?" Martika howled, "Kill her!" she snapped to her men.

Timeripper held up a hand and her gender powers transformed all of Martika's men into tall, amazon-like women who as females were now free of Martika's man-controlling powers.

"What the hell!?" one of them howled while seeing his full breasts under the black suit he'd worn as a man.

Timeripper laughed as Martika backed away, "Kill her boys and I change you back....otherwise, you'll live as women forever."

The four transformed men looked at each other for a moment then grabbed the fleeing Martika. They pounded her unmericfully as Timeripper had commanded until she was no longer breathing...with a gasp she died even as Timeripper prepared for the huge gender flux from Guy.......but there was none.

"Damn! He must still get restored to male form somehow! I must deal with Dementor as well it seems," she growled while teleporting away.

Mere moments after she'd fled in search of her prey the Traveller appeared along with Loki, Kang, Sasquatch, Thor, and Wendell Williams.

"She was just here," Kang mused while examining a device of his own creation, "But she remains in this time period....we must confront her before she escapes into the time-stream again."

"Agreed," the Traveller mused as his senses reached out for Timeripper's aura, "And we're in luck, she seems to be rather close, in this very city it seems."

"Yes, she is....that's why we're here!" a voice laughed from above them.

Everyone looked up to see a tiny imp floating above them with a huge-breasted woman wearing only a glorified bikini.

"Mxy!" Traveller gasped, "What have you done to Superman!?" he snapped while indicating the bimbo by the imp's side.

"Mister I don't know how you know me....as for Superslut, she was a breeze to transform into the fairer sex, it did take a little work to get her mind into my kind of shape however!" he snorted in glee.

"Attack!" Traveller snapped, "They are only a distraction! Kang, stay here....I'm going to confront Timeripper personally!" he growled while teleporting away.

Mxy frowned, "Damn! She'll be pissed about that! Oh well....Supertits, get those fleas!" he laughed while slapping his servant on her shapely ass.

"Anything for you Mxy," she cooed before rocketing towards the crowd below.

Thor didn't even have time to move before she was knocked through the pavement by Superwoman. Sasquatch grabbed Superwoman and hurled a punch only to see her massive fist caught easily. She was hurtled into a building easily and didn't get up.

"Wendell!" Loki growled, "Try to make contact with that woman. From what the imp said she's being mind-controlled!"

Mxy started to turn them both into pigeons until a beam hit him. He tumbled from the sky in agony and looked up to see Kang standing over him wielding a massive weapon.

He tried to transform Kang but the time-lord still stood there grinning down at him.

"The beam is from your future Mxy. I have access to alternate dimensions....so I know of you. Superman created this weapon in the future to deal with you. One blast temporarily drains you of all your powers except that to go home....two blasts and you'll be a human," Kang said while beginning to pull the trigger.

"Okay! Okay!" Mxy snapped while retreating to his home dimension.

"ARRRRR!" a man and a woman suddenly screamed from behind them and Kang turned to see Wendell in agony as he absorbed the enslaved Superwoman's persona. But Superwoman was howling in pain as well and it took Kang's temporal blast to seperate them by putting Wendell a few seconds into the future.

Superman looked up at Kang groggily, the shock of Wendell's power having freed her mind, "Who....who are you?" she croaked.

"For once...I seem to be the hero," Kang laughed while helping her up.

Dementor looked about at his hostages, dozens of supermodels and designers all trussed up as he waited for "Gal" Gardner. When the wall exploded he pulled one of the hostages to protect him from Guy......but it wasn't him...or even the female he now was.....this woman was something else.

"Dementor, is it?" Timeripper said while walking into the room calmly, "I could simply kill you, or turn you into one of those supermodels. But you seem like a fun-loving...er...guy," she said with a grin. "I offer you a deal, I give you more power than you've ever dreamed of in exchange for your service and your promise to avoid the woman you made of Guy Gardner."

Dementor snorted, "Legs, I don't need more power, at least not in exchange for becoming a stooge."

"Very well," Timeripper sighed. She blasted him with a pulse and when the beam lifted a beautiful woman stood in Dementor's place. The woman shook her head slightly even as a dress suddenly clothed her. Her voodoo stepfather was also a sexy woman now, and to them they'd always been women. Both now lacked any of their former power...or at least forgot that they possessed it.

"Sur!" a man snapped from behind her suddenly.

She whirled to see the man that had come to be her nemesis, the man that wore her original body.

"Hello Jenna, I assume you've come to stop me?" she asked while reaping the gender flux from Dementor, Gardner, and the other men she'd altered in this timeline.

"That body is mine by right, Sur. You've abused the powers it carries," Jenna said while glowing brightly with power.

"Of course! I plan to take over the timestream. At first I wanted to become a man again...now I just want power. I don't even care how sexy this body of mine becomes....I will rule all creation!"

"I will stop you," Jenna said with a frown.

"Not today!" Sur laughed while exploding in a temporal blast that stunned Jenna through his shield. He tried to find some trace of her in the timestream, but she'd apparently cloaked her trail well. Only Kang's instruments could pinpoint her location.

"Sur....Timeripper...whatever you call yourself now.....I will find you....and next time I won't underestimate your powers. Only a great timeworker could do easily teleport from my presence without my control....she has powers that even she doesn't know of yet," Traveller sighed while teleporting back to his friends.

"I assume you failed," Kang said with a frown.

"Indeed, it appears you were more successful, I assume Superman is free now?" he asked.

"Yes," Superman groaned, "Kang here has been informing me of your quest. Count me in."

Traveller grinned while shaking her hand. "We could use the raw power you possess. I assume nobody was seriously hurt?" he asked Kang.

Kang actually smirked, "Sasquatch has a mild concussion, Thor only has wounded pride."

Thor bristled at that, but remained silent…she didn't trust Kang at all....no matter what he claimed.

"We need to change tactics. Chasing her through the timestream will never work....instead I say we cut off her power supply. She's drawing energy from the gender fluxes of these men that are not supposed to be woman staying that way. While I can't restore those men we could build small jamming devices to keep her former victims from feeding her more power," Traveller said.

Kang mused, "Yes. I see your plan. That way when we do catch up to her it won't be as difficult...she might even come to us to prevent us from continuing!"

"Let us be off, starting with her first victims!" Traveller said as they disappeared into time.


Chapter 35--Target: Babewatch

Timeripper fell hard to Earth as she appeared in the world of the Youngblood heroes once again. It had taken much of her stored power to escape Jenna, she needed time to draw from her past victims.....and perhaps....yes, this time period was awash in gender-flux!

"Who are you?" the witch known only as Diabolique asked while pointing her staff at the stunned Timeripper.

"I....I am a sister in your fight. I travel the dimensions, changing men into women to draw power from," she said as the witch looked down at her.

"You speak the truth. This time should be one of great sustenance for you then.....for I have turned many of this world's male heroes into women," Diabolique said with a chuckle.

"I...I know. That is why I am here, to prevent you from being defeated by your arch-enemy Glory," Timeripper said as the witch helped her up.

"Indeed?" Diabolique said in suprise, "You travel from the future as well?"

"All times, all realities. In your time your enslave the women that Youngblood have become and invade your sister Demeter's Isle of Paradise. This leads Glory to rally a group of females against you....and defeat you. The men eventually get restored as well," she said with a frown.

"Perhaps I should kill Glory, then," the Amazonian witch mused.

"You just do what you do....I'll deal with Glory and your enemies," Timeripper laughed. She summoned enough power to teleport and hoped her fading powers could defeat Glory as she'd promised. She travelled back to before Glory was informed of her male friend's transformation into women and appeared before the stunned Amazonian princess.

"Who are you!?" Glory snapped while summoning her sword and armor.

Timeripper didn't respond, all of her concentration went into unleashing a massive wave of temporal flux upon the stunned woman before her.

Glory suddenly felt smaller...and her breasts no longer filled the cups of her armor! She looked up at this strange intruder as she passed back through puberty, losing all of the curves of a woman in the process.

Glory gasped at her nine-year old, and youthening, body and screamed in a child's voice, "What are you doing to me!?"

"Getting you out of the way. Without you, Babewatch never ends.....and your male friends stay as women forever!, Timeripper laughed.

The infant girl on the floor before her could no longer speak and was helpless. But she could still remember all that she'd been...and still understand speech. She sobbed as a baby at the defeat of her friends.

Timeripper felt the delicious taste of the huge gender flux of Babewatch as Diabolique's spell ran it's course....and now there would be nobody to stop it. The male heroes of this world would all remain women.

Timeripper laughed as her hair billowed around her, as her breasts swelled to mammoth size, as her very body became a temple of sexuality. She was as powerful now as ever she realized....and with this world in her power through Diabolique, she could never be defeated!

"It is done," Diabolique said while appearing with her enslaved Youngblood team, "We have already ensured that Vogue, Riptide, and Masada will not be a problem. Now I must rest until I can assume control of this world."

Timeripper laughed, "Rest as long as you wish, witch, for time is something I now have in abundance!"

Even the witch seemed to feel a bit of fear as Timeripper's laughter sounded about them.


Traveller Mission: Mantra

The strange being known as the Traveller appeared in the past along with his new allies. He looked to Kang as they saw a group of men racing towards them.

"Kang? Where is she timelord?" he asked.

"One floor down and just south of our location. The man known as Boneyard is not present with her. The other victim of Timeripper's power is in the dungeons far below....at least two guards are.....are with her," he said with a trace of disgust.

Traveller looked at the men charging them and mused, "Superman and Sasquatch, take care of our welcoming committee. I'll go with Kang to free Mantra, if we need to battle Boneyard it would be better that only we were present. As for the other victim....Thor, Wendell, and Loki you three go to help her. We'll meet with you in five minutes.....agreed?"

As Thor's hammer created a dimensional vortex to whisk herself, Loki, and Wendell to the dungeons the Traveller was teleporting away with Kang.

Superman looked down at her very sizeable breasts and then back up to face Sasquatch, "I'm still adjusting to looking like a stripper, Sasquatch, but I'll give my best...you up for this?"

The mammoth white-furred female smirked, "What with all the craziness I'm looking forward to it....busting heads is something I'm good at....dealing with being a woman....that can wait for now," she said while popping her knuckles.

Superman leaped forward, ignoring the blasts of the men's wrist gauntlets as she slammed into them like a battering ram. As she fought a hundred of the warriors she saw Sasquatch more than holding her own with a slightly lesser number.

"Another beauty to take to my master....excellent!" one of the men laughed as he slammed a massive staff onto her head....only to see it break.

Superman tossed a few dozen men aside and grabbed the stunned man, "You seem to be in charge here. What's your name?"

The man saw her eyes glowing red and all but ignoring the men attacking her as she held him aloft easily. "Notch," he said while gulping.

"Well we're here to liberate the woman called Mantra.....it seems you've met her with that 'another beauty' remark. Care to lead us to her....or do I sick my hairy friend on you?" Superman said while indicating Sasquatch who was snarling as she ripped through another five men.

"I....I can't--Boneyard would kill me!" Notch gleeped in fear.

Superman's eyes glowed white hot as she growled, "And what makes you think we won't!?"

Notch's face went white and he finally yelled, "Okay! I'll take youto her bedroom.....but we must hurry before Boneyard returns!"

Superman whistled then yelled to her ally, "Sasquatch! Time to go, I've got a guide for us!"

Sasquatch smashed a support pillar and ran ahead just before the room collapsed between them and Boneyard's remaining men.

They raced through the halls, easily defeating any resistance to their path.

In the dungeons, Thor looked about as they appeared. The place was filthy, and reeked of bodily fluids and excrement.

Loki frowned, "Even trolls live better than this."

Wendell grinned at the two babes with him, "So you ladies are goddesses? What say we use that funky hammer of yours to find a more romantic place?"

Loki growled, "If I possessed my magic, mortal, you would be as female as we!"

Thor frowned, "We do not have the time for this."

Suddenly they heard a sickening crack and all three raced into another part of the cells.....to see a naked blonde woman kneeling over a very dead man.

"Who are you....more brides of Boneyard!?" the woman hissed.

Wendell was gaping at her gorgeous body in lust, 'Whoa! Naked mega-babe! This mission is getting better by the minute!"

The blonde growled, "Why you little punk I oughtta....wait....the way you speak....you're from Earth!" she seemed overjoyed.

Thor smiled, "Indeed we are fair one. We are the enemies of the woman that transformed you."

Warstike growled, "That metal-wearing bimbo! SHE turned me into.....this!" she indicated her lush body.

"And she did a great job!" Wendell laughed.

Loki pushed him forward, sending him crashing into the stunned female Warstrike....as soon as they touched flesh, their minds were swapped by Wendell's power....leaving him in the blonde woman's very naked body.

Warstrike stood, happy just to be a man again, and grinned at the body he'd worn these last weeks of torture and rape. Now he could pat back Boneyard and his minions a little!

Wendell grabbed Warstrike's hand, determined to reverse the swap....only to see nothing happen! Then she felt something wet on her new body's thighs and made a face as if she was going to vomit.

"Oh....oh man, tell me that's not....," she said while seeing the substance.

Warstrike frowned from Wendell's body, "The guard raped me....during it I.....I snapped and got my legs around his neck....then broke his neck. They've been doing things like that every day....I was losing my mind!"

Wendell raced to a corner and vomited at the knowledge of a man's cum being on her then raced up looking agitated.

"Why can't I swap bodies with you! Something is wrong with my power!" she babbled.

Loki mused, "I would presume that you cannot swap with a body that you've inhabited. We must be....wait....where are you going!" she yelled to Warstrike.

"I'm going to help an old friend....a little later than I should have!" he yelled.

Thor frowned, "We must acompany him. Perhaps Kang and the Traveller have yet to succeed."

Lukasz looked up at the ceiling, spent from the night before when her "husband" Boneyard had forced himself upon her.....again. She sat up, shaking her head in denial....this all seemed like a nightmare! How could this have happened? Not only was she a woman, but forced to have sex with her oldest enemy. Even after weeks she wanted to vomit every time Boneyard thrust into her....no matter how handsome the sorcerer could make himself appear.

Suddenly she heard a commotion outside the door and walked quietly to it....had someone finally come to save her.....one of the other knights?

Her mouth dropped open upon seeing two men, if they were men, battling a horde of Boneyard's men. She wanted to help them.....but even the Sword of Fangs had been taken from her....she was helpless for now.

Kang growled at his ally, "Traveller! I thought you said we'd appear in her bedroom.....not in the midst of an army!" His force-shield prevented the men from harming him but the sheer numbers were staggering against them. The Traveller was throwing energy blasts at the men, sending them reeling about before him....but more kept coming like a wave.

"I did plan on that...someone stopped me!" he yelled while punching a man in the face.

"That would be me," Boneyard said while levitating above them, "Before I kill you two...perhaps you can explain how you penetrated my citadel?"

Kang snorted, "You brag well...but Kang is no easy victim!"

A blast from his laser spattered off of Boneyard's own shield and the man grinned, "Good weaponry....a shame it won't work against my magic!"

Suddenly, Boneyard felt an impact upon his shields from behind so powerful that he was sent hurtling into the wall. He staggered to his feet and saw a huge-breasted woman in a skin-tight uniform and cape hovering above him.

"Hi!" she said, "Name's Superman."

Boneyard fired a burst of magic at her only to see the woman zip away at impossible speeds. Then a blast of energy hit him in the chest, sending him flying through the doors and into the bedroom of his newest wife, Mantra.

Boneyard was barely able to stand after that and saw his buxom wife standing in shock before him. He grabbed her and held a knife to her throat.

"Stop heroes! I can kill her before even the swift woman can stop me!" he growled.

Kang whispered to the Traveller, "Can't you use your temporal powers?"

"Not against him directly....his magic protects him," he answered.

Mantra was horrified to be acting like such a helpless victim....and something inside her swelled up at that moment. She howled in rage and slammed a fist into Boneyard's gut, making him lower the knife momentarily. He growled and raised the knife to kill her.....until a blast from one of his men's gauntlets hit him in the back.

"I got your back, blue eyes!" Warstrike growled as he raced into the room through the other doorway.

"Warstrike!" Lukasz screamed in joy, "But Boneyard told me you'd been turned into a woman!?"

"I was. But thanks to a lustful litle punk, I got a male body again.

"I'll....I'll.....," Boneyard fell unconscious to the ground before he could act again.

"I thank you...whoever you are," Lukasz said.

The Traveller smiled, "I wish we could say that we were only here to help. But saving you also serves a purpose for us. We can help stop the woman that upset this reality. You see you were fated to escape Boneyard's clutches....and Warstrike was never meant to live as a woman. But a time-traveller named Timeripper is trying to feed off of all gender-changes which produce a flux in time. We cannot reverse the insanity she has made of your life....but we can prevent her from absorbing this gender flux from you."

Lukasz frowned, "Agreed....but only I get to tag along....I'd like to meet this woman face-to-face for all I've been through!"

Traveller smirked, "The more the merrier. Your power as Mantra would be a welcome asset."

He motioned to Kang who handed both Mantra and Warstrike a small microchip. "Place it on your skin, it will phase into your bones and prevent Timeripper from drawing upon your altered futures," Kang instructed.

Mantra suddenly felt the return of her powers.....and her mask! She armored up and saw the Sword of Fangs appear in her hand.

"A token of our appreciation," Traveller said, "Now we must go to the next target in this time-stream."

"Not without me," Warstrike said, "I'm going with you."


Timeripper's target--Bishop

Timeripper appeared as Bishop raced into the alleys after the villain Mountjoy. She appeared as Storm prepared to meet up with Bishop and just before the wind-rider. She punched Storm in the face and then blasted her with an energy burst that knocked the mutant out. She grinned and disappeared into the alleys to watch.

Bishop chased Mountjoy into the darkness ready to kill the mutant madman who'd been his enemy in two vastly different times. Suddenly, he was struck from behind and fell into a pile of trash, but the impact merely allowed him to absorb the kinetic power of the blow.

A very buxom blonde woman grinned down at him with a brick in her hands, "Aww....did the mighty hunter fall down! You know, Bishop, it's fitting that you be the first one to taste my new power!"

Bishop watched Mountjoy regain his normal form....even as he felt his own form shift. He felt a strange weight on his chest and looked down with a start at his ample......breasts!? He raised his hands to them and received an even greater shock....his skin was white! He stood awkwardly to examine his altered body only to hear Mountjoy cackling in glee.

Bishop tried to fire a beam of energy at the man....but there was no power there!

"That's right my dear, you're wearing the very human shape of that bimbo I absorbed. That means no mutant powers.....no physical strength!" the shape-stealer laughed.

Bishop screamed in rage and pulled his laser pistol, only to have Mountjoy slam into him before he could fire and knock the gun away. The madman held her underneath him easily and zipped down the uniform she wore so that her large creamy white breasts jiggled free. He licked a nipple to her horror and then began to pull off her pants.

Timeripper felt the gender-flux hit her....but she felt....weaker! It seemed like her power had just been drained slightly....even with this new change! She teleported to another target....wondering what had caused her brief disorientation.

A flash of energy interrupted Mountjoy before he could enter his altered enemy....then a hand grabbed his shoulder and slung him into.....and through.....a brick wall. He lay battered and slightly broken--but alive.

Bishop brushed her new body's blonde hair out of her eyes and gasped at her savior.....Rogue!? But the hammer and uniform this woman wore......were Thor's!?

"Rogue?" she groaned while the woman helped her up, "How...?"

Thor sighed, "Although I possess your teammates body mutant I am not her. I am indeed Thor, trapped in your friend Rogue's body. The two with me are the time-traveller Kang and Loki."

Bishop's eyes widened, "Loki is a woman!?"

"Aye, X-Man," Loki said, "As are many others. We need you to join us in defeating the woman that ensured your change....a woman named Timeripper....but first we need you to wear this chip." Kang handed Bishop a small microchip and the former mutant watched it pass through her white skin.

Thor saw her unease and grinned, "Fear not, Bishop. We are all on one side here. The chip prevents Timeripper from drawing power from your......situation."

Bishop grabbed her heavy pulse rifle and grunted, "I can barely lift this damn thing now!"

Kang touched a time-device and they were taken back to join with the Traveller back in Mantra's timestream.


Muir Island--Target: Quasar

Timeripper was watching the young hero Quasar battle the present Phoenix, Rachel Summers. But then she felt the weakness hit her again and she fell to a knee in pain. The power she'd taken from Bishop's change.....was gone! She growled and teleported back to the alley where she'd left Bishop to be raped by Mountjoy.

She looked about and saw Mountjoy lying in the rubble of a brick wall....and Bishop was nowhere to be seen! She blasted a trash can in frustration and cast about with her powers....and was hit with a jolt of intense pain. Someone had set a trap to prevent her from finding their time trail....someone devious......Kang!

"Damn that timelord!" she snapped, "I must hurry my plans.....before they succeed in weakening me anymore!"

She teleported away to transform Quasar and Rachel Summers.....hoping that her powers didn't get drained any more until she could power up again.


Traveller Mission: Thanasi

The Traveller appeared in a flash of light alongside his comrades and frowned at the gender flux being generated in this area. If they could somehow cut this power from Timeripper, and the other "battery" that she depended on, then perhaps they didn't need to track down all of her victims one by one.

She had sent Kang, Superman, Sasquatch, Wendell Williams, and Bishop into the far past to deal with what seemed to be the largest gender flux in history.

With him was Thor, Mantra, Warstrike, and Loki. They would first deal with the bodyjumper Thanasi, who continued to create new gender flux for Timeripper whenever she jumped into a new body. If they were successful then he wanted to help Batman, and ask the detective to join them before they reunited with their other team and then stormed the time period and dimension that seemed to now be the center of Timeripper's power.

"We have arrived at the time just after you fled this room," Traveller said as they appeared before two very buxom women.

The blonde gasped as they appeared before her, then she saw Mantra and was stunned, "E....Eden!?" she managed.

Lukasz saw the voluptuous woman start to get up and she held up a hand, "I'm not Eden Blake. As you have been turned into a woman so did I get my soul thrown into your lover's body. My real name is Lukasz, and I've been a man for 1500 years."

The blonde started laughing hysterically, "Why not!? I mean not only am I a woman....but my girlfriend turns out to be a man!" Her laughs trailed into sobs as she broke down crying at the insanity her life had become. Mantra used a spell that Loki explained to make the woman fall asleep.

"Who.....who are you people?" the brunette in the security guard's uniform asked while grabbing her gun.

"You didn't hear my name traitor?" Mantra said coldly while using a blast of flame to knock the gun from Thanasi's hand, "I know that you are still in that body Thanasi.....it's time for you to pay for betraying Archimage!"

Thanasi tried to jump into Warstrike's male body but something held her in the transformed guard's frame. She realized that Mantra had somehow trapped her.

"What have you done!? I can't jump to another host!" she screamed.

Mantra grinned, "And you never will traitor. After we place a patch on you we'll leave you to this life."

Warstrike grabbed the struggling brunette and slapped the microchip onto her shoulder, immediately the device phased into her body and stopped any gender flux from being drawn by Timeripper. He then injected her with a sleeping drug and she slumped until he placed her on the bed with the already dozing Brent.

Mantra placed a chip on the blonde woman's hand then watched Brent stir slightly as the device phased into her skin. She moaned once then went back to slumber.

"I wish we could do something for Brent, he was only acting under Thanasi's influence. Now he's doomed to live as a voluptuous woman for his entire life.....like me," Mantra sighed.

"There's nothing we can do for her, blue eyes," Warstrike said while putting a hand on her smooth shoulder.

She glanced at the hand and he removed it. She didn't like other men touching her, and she wondered if she would ever feel the same after being helpless before Boneyard. But she knew that Warstrike had suffered the same as she had, only a fluke had returned him to male form.....for Lukasz, there was no cure.

"I didn't mean anything Lukasz," Warstrike said as they walked to rejoin Traveller, who had been meditating.

She patted his arm, "I know, I'm just a bit....nervous....around men still."

Traveller grinned at them, "All proceeds as I wished. Kang and the others are on the island of Amazons that Timeripper created. The loss of Thanasi's victims and an entire island of gender flux should get her attention, and weaken her enough for us to have a chance. But I wonder about her own minions, I know she's been gathering troops."

Mantra looked back at the sleeping blonde woman that Brent now was and sighed, "Let's just get this over with. We need to stop her from doing that to anyone else."

They disappeared in a flash, on their way to another person that Traveller wished to recruit.


Kang's Mission--Amazons

Kang looked about as they appeared form the time-travelling effect of his device. He saw the Amazons that lived on this island scatter in wonder and shock for a moment upon their appearance.....then saw their faces turn to rage upon seeing his male body.

"Perhaps I should have used an image inducer to make myself appear female," he mused as they attacked.

Superman grabbed two of them and tossed them aside like leaves even as Sasquatch cleared a path for them by knocking the women warriors aside.

Bishop lowered the setting on her plasma gun to merely stun the women, but she was having problems dealing with her smaller size and weaker arms in firing the massive weapon.

Wendell Willaims was getting bounced from woman to woman upon skin contact, but the amazons involved seemed less confused that she did.

Kang looked about, while Superman and Sasquatch could easily defeat these women it would take time...and that was something they didn't have. He yelled to Superman and the buxom woman turned even as a pair of amazons tried vainly to kill her with their spears. "Superman! Get the others clear....about two miles I suppose. I'm going to use a paralysis field on them, come back in five minutes," Kang said while activating a small wafer-thin component.

Superman grabbed Sasquatch and was gone and back in seconds. She scooped up Bishop and Wendell, making sure not to touch Wendell's skin, then rocketed off even as Kang's force field erupted in a flash of blue light.

Kang grinned at the thousand or so women standing paralyzed by his power. They could see, hear, feel and think but their bodies refused to move.

Superman landed back in five minutes with her three comrades and caught a bag of microchips from Kang.

"Use your super-speed to place the chips on all of them, I believe we should leave soon after that. Timeripper will feel as if we stabbed her when the chips take effect," Kang instructed.

Superman was back in a minute and grinned, "Done."

Kang activated his time travel circuits and teleported to the time period and dimension that Traveller had instructed. As he looked up at the dark spires of this modern city he frowned, not a place even he would enjoy living in.


From atop a tall building Batman watched the new arrivals appear from nowhere. She had forced Robin to stay at the mansion, and as she struggled to do things that had once been so simple she wondered if she shouldn't have done the same. It was far too soon she knew to be trying to become Batman again, but without the cowl, she'd have already gone crazy. She hated the immense breasts that the strange woman had forced upon her, just becoming a woman had been traumatizing enough--growing breasts like basketballs was far worse.

Suddenly she saw one of the women below wearing a bikini-like Superman uniform and her eyes widened. Had Superman been transformed by the same woman?

She heard a sound behind her and spun....too quickly. Her huge chest threw her off balance and she almost fell. As it was she was an easy target for a kick from.....Catwoman!?

Batman tried to roll with the force of the kick but she was still sluggish due to her unfamiliarity with it. Instead she was knocked down and barely able to stay conscious she saw the buxom Catwoman land before her.

"So the rumors are true!" she laughed down at her, "The mighty Batman is a balloon-chested bimbo!"

"Why attack me?" Batman managed as she tried to rise.

"Because now that I'm in a healthy body I owe you for paralyzing me! A shame poor Catwoman has to suffer for your crimes!" the woman chuckled while extending Catwoman's claws.

"A mechanical device I assume?" Kang asked as he floated over the side of the roof with Superman flying ahead.

"Who.....how!?" Catwoman's body asked.

Kang depressed a button and a beam shot from his palm to envelop the stunned body-stealer.

Superman helped Batman up and frowned, "What was all that about?"

Batman sighed, "I can only assume that Tino Ferreti, a crime boss that got paralyzed while running from me last year, must have gotten a mind-swapping device and used it on Catwoman. What is he doing to her?" Batman asked as Catwoman's body spasmed inside Kang's energy field.

Kang smiled, "Reversing the body-swap of course. It was caused by a mechanical device, so I merely had to determine the frequency of it. Your friend Catwoman should he coming around in her own body briefly.

"You are a wonder Kang," Traveller said while appearing with his team.

Batman turned to the female Superman, "What exactly have I stumbled into?"

Superman frowned, "Well, except for Kang all of us have been affected by the woman that did this to you. We're trying to take away her power at the moment. Here--take your glove off and put this microchip on your skin, it keeps Timeripper from drawing power from your altered future."

Catwoman seemed dazed as her own mind was restored, she looked up and saw female versions of Batman and Superman standing before her. "Batman?" she groaned, "How did I get my body back? Ferreti left me in his crippled body and his goons were just about to kill me....then I woke up back in my body."

Batman saw Catwoman's eyes dart to her massive chest, "These people reversed it. From your reaction to my body, I assume you already knew of my.....change?" she asked.

Catwoman frowned, "Who DOESN'T!? I mean the news is everywhere that you and Robin got turned into women!"

Traveller suddenly sensed something and spoke up, "I feel Timeripper closing in on this location. I believe our message to her has been received. We must now prepare to assault her main time base.....in a world where she and a witch named Diabolique have enslaved an entire planet! We must split up, recruit ALL of those touched by her power. We will split into teams of two and go to all of those times as soon as possible, only then can we meet at the target location with enough power to hold our own against her feminized slaves."

Kang gave them each a time-distorter and then blinked out with Loki. Traveller and Batman then followed to another target. Superman and Wendell Williams left, then Mantra and Warstrike, Sasquatch and Catwoman, then finally Thor and Bishop. Each of them had a target timeline and each had a person to recruit.....in the short time left to them.



Quasar was struggling to stop Phoenix from defeating him. Only his quantum bands had prevented her from taking over his mind, but with her power she was already raging inside his brain...trying to enslave him to serve her master Modred.

Timeripper was watching all this from below, until she decided to strike. Her beam caused a massive psi-backlash that swapped Quasar into Phoenix's body and vice-versa....except Modred the Mystic has been controlling Phoenix's mind telepathically....so he was swapped as well.

Quasar woke lying on his back, feeling strange....lighter almost. He started to sit up, his vision still swimming from the psi-slap.....but his ass seemed...wrong. It felt too wide, and more padded than he was used to. Finally his eyes focused a little....and he saw two large breasts sitting upon his chest! He reached to grab them and cut his hand on a small spike on his uniform.

"What the hell happened!?" he screamed as realization of just what body he was in hit.

"A worthy question," a woman said from behind him.

The voice sounded familiar to Quasar and he turned....to see a buxom blonde woman wearing his uniform....and his quantum bands!

"What did you do to my body, Phoenix!?" he yelled in the female voice he still couldn't accept as his own.

"I'm over here, Quasar," a man groaned while walking into the clearing, "That must be Modred in your body."

"But that isn't MY body! I wasn't a woman!" Quasar snapped in rage.

Before Modred could attempt to use the quantum bands, he stiffened and Phoenix grinned from Modred's body.

"At least my mental powers seem to have migrated with my mind," she said from Modred's male body.

The entranced Modred slipped off Quasar's quantum bands, something that shouldn't be possible. Then she took of the altered uniform and stood naked before a stunned Quasar. Quasar took the bands and pulled them on then stared at the beautiful woman standing nude in front of him. But as gorgeous as this woman was, he couldn't get too turned on....after all until a few minutes ago that had been his body!

Even as this happened, Timeripper drank in two gender fluxes.....but the pleasure of that only lasted for a brief moment. A shooting pain lanced through her, almost as if someone has stabbed her through the heart. She crumpled in agony, barely able to keep cloaked from those in this timeline. As she weakened further, she felt what was causing this.....her former victims....they were being taken from her! She growled and teleported back to the world that she'd left Mantra upon.

"Another female outworlder!" Notch snapped as she appeared in Boneyard's bedroom.

Timeripper grabbed him and transformed him into a huge-breasted blonde woman, the minor flux temporarily easing her weakness.

"Boneyard! Help me!" Notch screamed as she saw her new female body.

The sorcerer stirred from his sleep and upon seeing Timeripper, he threw a bolt of magic at her. She was barely able to time-shift away from it. She threw a weak gender bolt at Boneyard but her easily shielded himself.

"You are the one that transformed that maggot Warstrike into a woman, I recognize the power," he said suddenly.

Timeripper frowned, "Yes. And I ensured that Mantra became yours. What happened here?"

Boneyard growled, "A group of women, along with three men, came to liberate Lukasz and Warstrike. They decimated my men and defeated me. Then, they left as suddenly as they'd invaded."

She howled in rage, "Damn Jenna! He must have found a way to block me from drawing upon the gender fluxes I create!"

Notch ran to her master Boneyard and screamed, "Look at what this bitch did to me!? You must make her...," she suddenly froze as Boneyard held up a hand.

"I must do nothing Notch! For your brashness, I will make you a servant...now leave us!" he snapped.

Timeripper felt a smaller pain as yet another of her batteries was taken from her. She howled in frustration and teleported away...leaving Boneyard to wonder about what he'd seen.

In Gotham City, Timeripper appeared on a rooftop. She could feel Jenna's presence....the man had just left, it seemed. This had been the timeline that she'd turned Batman into a woman....but that flux was gone now. The weakening effect would prevent her from transforming more than one person at a time, and she was now no match for any of Jenna's companions. Superman and Thor would easily subdue her now. She could only do one thing now......she had to return to Diabolique and prepare for a last stand. Only with the heroes that the witch had enslaved did she have a prayer against Jenna/Traveller and his minions.

She teleported to that planet and time, knowing that this would likely be the final battle between them. And she was determined to be on the winning side.


Image Earth--the world of Babewatch

Diabolique sighed in pleasure as her servants heated her water. She relaxed in the warm waters, enjoying the fact that this very world was now hers. She wondered what had become of her partner...the woman she knew only as Timeripper.

"More wine, mistress?" the buxom white-haired woman that she'd turned Supreme into asked.

"Yes Supreme, and have Diehard prepare my jet. I plan on dining with the President tonight. It is time for her weekly commands," she instructed.

"As you wish, mistress," the woman replied while bowing. She swayed from the room without another word.

"Task? How is our little Gloriana today?" she asked as the huge-breasted woman walked in with an infant girl suckling on her breast.

"Very hungry mistress. And she refuses to sleep," Task replied.

"That is because she remembers far too much, more than she should," Diabolique said with a sigh.

Suddenly there was a ripple in the space before her and Timeripper staggered out of it, looking far more mortal than she had the last time the witch had seen her.

"Diabolique?" she groaned, "So....weak. I barely made it here."

The witch motioned for her servants to help the woman up and Badrock and Battlestone both complied quickly.

"What has happened? You have been defeated?" she said with a trace of anger.

Timeripper managed to compose herself and stood, "Not totally. But my power is greatly reduced. I have only your thralls here and a few others to draw power from.....I have little chance against Jenna's minions."

Diabolique smirked, "They have to come here to get you, my ally. And this world is under MY command. You will be able to draw strength here. You see I have become even more powerful thanks to my servants. Would the city of oh.....say Los Angeles be enough of a gender flux for you?" she said with a grin.

Timeripper seemed stunned. "Yes! But how?"

Diabolique grabbed Timeripper's hand and cast a spell with the backing of the time-traveler's powers. The spell leaped out and in seconds was upon Los Angeles.....transforming every man in that city into a woman.

Timeripper gasped in pleasure as a massive gender flux washed over her. She spasmed slightly as her breasts swelled and her body grew more cartoonish....but she cared little....for she had power again!

"Thank you!" she laughed while glowing with power.

"It was nothing!" the witch laughed, "You are my ally.....and I consider you something of a friend. And we both desire the same thing."

"Now I'm ready for Jenna and her little toy soldiers....let then come!" Timeripper chuckled.

"We are ready.....my slaves are more than prepared to kill for us," Diabolique laughed. She lifted a glass of wine and motioned for Timeripper to join her in the water.

Timeripper undressed and slipped into the water, "You do know that I was once a man?" she grinned as she said it.

Diabolique gave her a glass of wine then sighed, "Nobody is perfect."


Chicago--DC's Earth

Hawkman looked up as her rapists were slammed against the bars. She saw a woman in Superman's uniform standing just beyond the cell door and with her....a host of other women.

Kang smirked as Superman tore the metal bars apart.

"Another recruit? We have an army by now!" he laughed, then a light flashed on his tracker.

"What?" The Traveller asked.

Kang looked up, "A massive gender flux.....one of the largest ever! I think it eminated from this world you spoke off. Timeripper will be at full power now," he said with a glance at his ally.

"We need a plan," Batman mused as she stood beside them, "If this woman is as powerful as you claim we'll never be able to use brute force, no matter how much raw strength our team possesses."

"Indeed," Kang agreed.

Mantra smirked, "Timeripper can't detect magic, right?"

The Traveller saw her smile and his own face lighted with a grin as well, "Of course! That is why she made sure Mantra was in Boneyard's clutches.....only magic users can sneak up on her. And with all of us being dampened by Kang's microchips she can't sense the gender flux wither!"

Mantra felt a hand on her shoulder and she turned to see Warstrike frowning, "Eden....this will take a lot of power, are you up for this?"

She sighed, "I don't know, Brandon, I've never used this much magic before. But this woman was responsible for all that happened to us....and I want revenge!" she growled.

Warstrike nodded then smiled, "You didn't correct me when I called you Eden, you know?"

She smiled, "I AM Eden Blake....in a way. And I need to take her place. My time with Boneyard straightened some things out for me....those kids need their mother....even if I have to be her."

The gun-totting man chuckled, "Just let me know if they need a dad! I'd love to be married to a babe like you!"

She frowned, "If you remember....you WERE a babe like me after Timeripper zapped you into a woman. I'd have assumed that you might not forget that."

As Mantra prepared to cast her spell, the army split into old groupings, each trying to adjust to the massive change in their lives.

"I still can't believe what happened to me....to any of us!" Superman sighed as she talked with Batman, Guy Gardner, and Hawkman.

Guy nodded, "I agree with Big Blue.....and I still can't believe that J'onn refused to come."

Batman mused, "She is close to giving birth, and she seems to havebecome complacent to be a queen in that female tribe in the Amazon."

Hawkman noticed that her own breasts seemed almost tiny in this grouping of old allies. Superman looked like a stripper, apparently due to the imp Mxyzptlk. Batman had impossible, basketball-sized breasts, apparently as a result of a meeting with this....Timeripper.

She remembered back to the rapes she'd suffered from Viper's guards....then the acts Viper had forced her to do under mind-control. All of that was the work of this Timeripper woman....and she would pay greatly for it.

Guy saw Hawkman's muscles clench and she moved to the smaller woman, "Katar, we all want a piece of this bimbo. I know I won't hesitate to off her when the time comes....but for some of us this...," she indicated her own lush female body, "....wasn't suppose to be permanent. If I've got a chance to become a guy again, I say we keep her alive."

Batman spoke, "You're assuming we'll have that choice, Guy. We need to be brutal in our attack, I don't want to kill anyone....but there is no need to be too gentle either.

Thor stood with Captain America and Wonder Man, glad to have some old friends in this strange group....even if those old friends both looked far different.

"I am glad to see you Captain, although I wish under better terms," Thor said....still hating the voice he spoke in......Rogue's voice.

Cap adjusted her bra under her uniform then saw the stares of her two friends, "Sorry. I'm still getting used to all of this."

Wonder Man grinned. "I think we can all say that Cap! I feel like a goddamn stripper!" she laughed.

Kang stood alone, none of the group execpt for the transformed Loki even bothering to speak to the time lord.

"Are you ready?" Traveller asked Mantra as she stood up.

She nodded, "I can't assure you that I won't teleport us into the middle of the Atlantic, but with Kang's help I should be able to warp us to that dimension."

She raised her arms and a spell wrapped about the odd mix of women, teleporting them to another world in seconds.


Washington, D.C.--Babewatch world

Traveller looked about as they appeared. He immediately realized that they were in Washington, just below the Monument in fact.

"Company!" Superman yelled as she spotted a host of women flying towards them.

"Sasquatch, Superman, Thor, Gardner, Wonder Man, Hawkman, Wendell Williams, and Captain America....you say here and battle these slaves. I will take Kang, Mantra, Warstrike, Batman, and Loki to seek out Timeripper and her ally, the witch Diabolique. Once we defeat them this is all over," Traveller mused.

Kang tossed Superman a small bag, "Use those to block Timeripper's powers. I plan a surprise for her myself," he said with a smile.

They teleported away to leave Superman and the others to stand against the feminized slaves of Diabolique. The battles to come would be violent and determine the fate of time everywhere.

Superman saw the ten women coming at them, one a silver-haired beauty who was totally naked. They all flew under their own powers though.

The battle was joined in seconds as the silver-haired woman punched Superman harder than anyone had ever hit her before.....but not hard enough to knock her out. She grappled with the woman for long minutes, neither gaining a true advantage as they fought.

Thor's hammer had knocked a buxom lavender-haired woman from the sky, and she was now fighting a chesty woman who seemed to be using mental


They quickly began to defeat the mind-controlled slaves, their sheer power more than enough to defeat any of the former heroes present.

Meanwhile, Kang was appearing on an island called Amazonia. He saw dozens of buxom warrior women slam into his force field as they saw him.

All of them seemed gripped with bloodlust, wanting only to kill any man they saw.

"My Lord Kang!" a beautiful woman with long black hair yelled in glee as she saw him. She held a small infant in her arms and was trying without success to get past the women guarding her.

Kang knew instantly who the woman was, "Raa!" he yelled, "I'll have you free in moments!"

The Amazonian women were tossed aside like leaves in a storm as Kang blasted them with his gauntlets. He moved closer to Raa by the moment, his personal quest now at an end.

A golden-haired woman grabbed Raa as Kang drew closer and held a blade to the stunned former man's throat.

"Surrender manling....or the woman dies!" she hissed.

Kang stood still, he could see the terror in Raa's eyes. That alone stunned him, when she'd been a male caveman Raa had feared nothing. And another thing in her eyes caught his attention...perhaps hope.

He could feel the chronal energies of the infant in Raa's arms....apparently a woman that Timeripper had regressed into a baby. He reversed that with a thought, aging the infant back to her true age in seconds.

Glory had been aware of everything, even trapped as a newborn child, and she grabbed the wrist of her mother Demeter and then slapped the sword out of her grasp.

Raa raced into Kang's arms, sobbing in relief. She hugged him warmly, pressing her face against his chest even as he stood stunned for a moment. Then, he returned the hug, soothing her even as she thanked him. She kissed him then, a kiss unlike any he'd ever received.

"I.....I'm sorry my Lord!" Raa gasped as she broke the kiss, "I....I just wanted to thank you! You don't know how long I prayed that you might show up and rescue me!"

Kang smiled, "I have been searching for you, lovely one. I wish for you to be my bride," he said while pushing a long black hair out of her face.

She gaped at him then spoke, "Why?"

Kang kissed her, and she could feel the loneliness in the man before her. "That is why. I haven't had a lover since Ravona.....and I desire a child by you. With the various powers swirling about your form and my own power....our child could be a god," Kang spoke while holding her hand.

"You....you wish to bed me, my Lord!?" she gasped, "I'm not ready for that....but I will marry you...in time," she said with a grin.

Kang smirked, "Time is not a problem."

Glory walked up wearing the gleaming golden armor her mother had worn. The unconscious Demeter lay naked some distance away, having been knocked out by her daughter.

"I'm glad you two are getting married...but I think we have unfinished business," Glory said firmly.

Kang nodded, "Indeed."

They teleported away to rejoin the others, hoping that the battle hadn't begun already.


Youngblood Headquarters

Traveller appeared alongside Mantra, Batman, Loki, and Warstrike in the center of the sprawling complex that Diabolique called home.

"I was wondering when you'd show," Timeripper said as she threw off her robe to stand naked before them, "I must say Jenna....this body of yours is intoxicating! I no longer wish to be a man again, in fact I may keep you as my lover when I finally defeat you!" she laughed.

"It's over Sur!" Traveller snapped.

"You are missing Kang, I see, did the time lord desert you?" she asked.

"No," Kang said while appearing behind Timeripper. He blasted her with a force burst that stunned her for a moment....then the battle began.

Glory saw Diabolique preparing to ambush the heroes and she snarled while leaping onto her long-time foe. They grappled like wildcats even as the true battle was raging behind them.

Batman threw a batarang that hit Timeripper between the eyes, breaking her nose in the process. The woman responded by enlarging Batman's already beachball sized chest to her knees. The Dark Knight's uniform top ripped apart as her swelling breasts grew ever larger, until she could no longer stand upright.

Mantra blasted Timeripper with a withering magical bolt even as Warstrike fired machine guns at the woman's shields.

Timeripper whirled on the sorceress, "This bolt will double your already lovely body! You'll be little more than a buxom nymphomaniac!"

Mantra didn't have time to move as the beam erupted from Timeripper's hands......but Warstrike did. The man leaped in front of Mantra....taking the beam for her.

"How noble!" Timeripper laughed, "Giving up his manhood for his best friend! A shame it won't do you....unnnn.....," she groaned as her powers weakened. She turned and saw only Loki and the Traveller...no--Kang!

Kang then reappeared, "Los Angeles is blocked from you! You should have battled me first, Kang is not one to be ignored!" he growled.

Timeripper began to glow suddenly, and a smile crossed her lips. "I may be defeated....but none of you will ever forget this day. I will destroy myself....and ensure than NONE of you ever regain you bodies.....while infecting all of your time-lines with gender flux energy!" she laughed while exploding.

Kang's shields prevented himself from being infected, but he realized that Raa had been bathed in the energies.....although she seemed fine.

Traveller looked down at his new breasts and laughed, "I have become a woman again! In seeking to curse us Sur you have restored me!"

Mantra knelt beside a buxom blonde woman that Warstrike had become, tears were streaming down her face as she spoke, "Brandon, why? I'm already a woman....now you've cursed yourself!"

Warstrike grabbed her hand, "We're partners. The beam only turned me into a woman....it would have made you lose everything you are. Help me


Mantra helped the blonde up and smiled at her lush body,"You could be Aunt Brandi to my kids, maybe live with us."

Warstrike smiled, "I will need help with bra sizes and all."

They hugged like sisters and walked off together.

"It is over," Traveller sighed as she examined the transformed women, "I can't restore you....but at least she cannot transform any others. But I can help one of you."

She gestured and Batman's freakish breasts shrank back to D-cups......still large by normal standards....but light years smaller than they'd been.

"Now return to your own times. But expect some strangeness from Sur's curse. They may be unforseen fluxes in your timelines," she said while teleporting them all back to whence they came.

"I cannot restore this world, Glory," she told the tall Amazonian woman who held a struggling Diabolique, "But all of the heroes were freed of the witch's control when she was defeated. Farewell," she sighed while teleporting back into the timestream.

Glory looked around at the deserted headquarters and then focibly carried the witch to a holding cell, knocking her out along the way. This world would never be the same she realized with a frown, all of her male friends were now women forever.....and as gorgeous as herself. She keyed the force fields of the holding cell and walked to the offices, waiting for the confused women to return home.....nobody was going to believe this story.


 Traveller gathered the heroes for a return to their dimensions, wondering what Timeripper's curse might do to the already affected timelines. She appeared in the pool area of Eden Blake's California home along with Mantra and Warstrike.

"Thank you for all your help Mantra," Traveller said while shaking the other woman's hand.

Mantra smiled, "I had little choice given that the alternative was to become Boneyard's wife!" she laughed, "But I'm glad I could help."

Warstrike sighed while looking down at her new body, "What about the others? Will they all return to their normal timelines?"

Traveller nodded, "Yes. But how the gender fluxes will affect those timelines I can't say. And the normal timeline was preserved as well. All of you now live in divergent timelines from the main one. Mantra was fated to remain Eden Blake but you were never meant to become a woman, Warstrike. In the mainstream reality none of this ever happened, as Timeripper's very act to interfere made time diverge into multiple possibilities. If Timeripper had won she would have merged all the divergent timelines into one with her as supreme ruler and time itself altered to fit her plans."

Mantra frowned, "Well, I can't say I understand all of what you said, but it sounds like we'd have all been her slaves had she won."

"Indeed. Well I must take my leave. I hope you two enjoy a good life," Traveller said while disappearing.

"Mom!" Evie cried out in happiness as she heard her mother's voice outside.

"Uh oh!" Lukasz/Eden groaned, "Better change these clothes." Eden now wore jeans and a sweater even as Warstrike wore shorts and a T-shirt.

"Mommy!" Eden's daughter Evie screamed in joy as she raced outside and hugged the woman she thought to be her mom.

"Glad to see you too kiddo," she said while kissing the little girl on the cheek, "I'd like you to meet a friend of mine....Brandi."

"Hi!" Evie said with a smile.

"Hello yourself beautiful," Brandon Tark said while looking down at the girl.

"Are you mommy's best friend?" Evie asked.

Brandon Tark looked over to Eden and nodded, "Yeah kid, I think we're like sisters."

In the months to come Warstrike and Mantra would become a fearsome duo, constantly at the other's side against foes like Boneyard. And Brandi Tark would become like an aunt to Eden's children Evie and Gus.


Gotham City

Batman pulled on her redesigned uniform even as Robin did the same. Both were still women, and buxom ones at that, but thanks to Traveller they didn't have the massive breasts Timeripper had forced upon them.

"I can't say I enjoy being stuck as a mega-babe Bruce, but at least I don't have boobs to my waist anymore!" Robin chuckled while buttoning her tunic.

Batman nodded but said little. They were going on patrol for the first time since their return as women. She felt a slight nervousness that they might not be able to do the job anymore.

Less than a half-hour later they were atop the rooftops of Gotham once again, looking into the night for signs of trouble.

"Help!" a scream sounded from about a block away and both were in motion before the scream died. When they swung down into the dark alley that had birthed the scream both felt a tinge of fear at who they saw......The Joker.

The Clown Prince was with four of his henchmen and stood above a dead man. He turned upon hearing them come into the alley and his face lit up with his trademark grin.

"Batbimbo! The Dark Knightie!" he laughed as she walked calmly into the light of a street lamp.

"I may be a woman now Joker, but I'm more than able to beat a thug like you," she baited.

"Thug!?" Joker growled, "Okay, be a bitch then! Get her men!" he snarled.

Batman pulled a pair of batarangs and knocked the guns out of two men's hands even as she leaped at the third. Robin had already disarmed the fourth henchman and was using her staff to beat him senseless.

Batman slammed her elbow into the man's throat, sending him down gasping. She whirled and hit another with a spinning kick that broke the goon's jaw. The third man grabbed her in a tight bear hug, pinning her arms to her sides. She slammed her head into his face, breaking his nose in the process. She punched him hard in the gut then used a leg sweep to take him down.

"You're still good Bats, even with tits. But your little friend here isn't," Joker said while holding a gun to Robin's head.

Suddenly there was a flash of energy in the alley and the Joker was now a huge-breasted woman with butt-length green hair. She hesitated for only a moment upon this change, but long enough for Batman to disarm her and then punch her into unconsciousness.

The four thugs were now buxom beauties who lay out cold and oblivious to their change in sex.


"What turned them into women?" James Gordon asked Batman later that night as they talked on the roof.

"Likely after-effects of the destruction of the woman that turned Robin and myself into women. I was told to expect something like this. It couldn't happen to a more deserving person, although I wonder how the Joker's demented mind will take this," Batman mused.

Gordon smirked, "She's swaying around like a hooker at Arkham. They say she's been stripping naked then giving the cameras a show."

Batman snorted, "It figures his warped mind would handle this." She leaped off the roof and into the night, leaving Gordon to wonder if staring at the woman's shapely ass was a sign of homosexuality.

In the months to come Batman would change her name to Batwoman. She would use holograms and other devices to continue the empire of Bruce Wayne, with herself now going into public as Brenda Wayne, the new wife of the multi-billionaire playboy. She would become the new CEO of Wayne Enterprises and a widow to the world's eyes when "Bruce" was killed in an accident. In truth she knew Bruce Wayne to be very much alive, and still the owner of his company.



Traveller watched with a grin as Wanda Langkowski had a tearful reunion with her teammates in Alpha Flight. They had feared the worst when she'd disappeared from the elevator in Edmonton.

Traveller reflected on her previous two timelines. She'd returned Hawkman to the asylum where they'd found her. Katar had been ready to rip her enemy Count Viper apart, only to find with a grin that the gender fluxes had already turned her old body, with Viper within, into a gorgeous black-haired woman. She'd then pounded Viper unconscious without much thought to it being her old body.

Traveller had youthened the old man's form that Katar's lover Shayera had been entrapped in by Viper. Now a twenty-four year old man, Shayera had hugged Katar warmly upon finding out that it was him in her body. They were to become a couple again, eventually joining the Justice League and marrying.

The other had been the alien biker Lobo. Lobo had been left in 1940's England as an enormously-endowed woman without any powers. She had been raped and was little more than a wimpering mess when Traveller had arrived to see how she was dealing with Timeripper's interference. She'd brought the woman to another timeline and left her with a man Lobo could trust......himself. The former Lobo, now a buxom female of Lobo's race, and the present male Lobo would become partners, and much later lovers.

"Traveller, I want you to meet Heather Hudson and Alpha Flight," Wanda said, snapping her out of her reflection.

"Hello," she said pleasantly while shaking Heather's hand, "I don't mean to seem rude, but I have others to get home Sasquatch. May you fare well," she said while teleporting.

Later that day an exhausted Wanda was awakened by a scream, a woman's. She got up figuring it to be Aurora or maybe Heather having a nightmare about her husband's death. But as she ran into the hall in only bra and panties she saw a stunned trio of women...and none of them were Alphans that he knew.....wait--one was wearing a VERY stretched version of Puck's uniform but wasn't a dwarf....what was happening!?

"Wanda!" a chesty brunette yelled while covering her abundant breasts, "I thought you said this Timeripper woman was defeated!"

Heather saw Wanda's confusion and whispered, "The brunette is Madison. We were in bed together when he suddenly turned into a woman. Puck and Northstar are the other women, it seems."

Wanda saw Northstar babbling in shock, but the bombshell blonde that Puck now was seemed to be grinning.

She saw Wanda's look, "I've been a freak, a dwarf, forever it seems eh? Now I'm gorgeous and tall....even if I'm not a guy!"

A very altered Alpha Flight would make the best of their new situation, as an all-female team became tighter and more team-oriented.



Loki sighed as she stood before her step-father Odin. The all-father was less than pleased that his two sons had returned to Asgard as gorgeous goddesses. But Thor had informed Odin of what had occurred, including Loki's part in the defeat of Timeripper.

"It seems you have earned a second chance Loki, very well....I return your powers to you," Odin said while bathing her in energy.

Loki smiled, "Thank you father, now I must be off....I have someone to repay."

She was gone before Odin could protest. Thor put a hand on her father's shoulder. "Let her be Father," she said in Rogue's voice, "This revenge is upon one that rightly deserves it."

Odin nodded but sighed, "I wish I could get used to seeing my son now sporting a female body....the fates never informed me of this."

Thor laughed and spun her hammer to return to Earth, her Avengers allies would likely be stunned to see her return like this. But Captain America and Wonder Man were also transformed she remembered, at least someone could appreciate her problems.

Loki watched hours later in her scrying pool as Thor, a huge-breasted Captain America, and an even more endowed Wonder Man reunited with their teammates. She grinned that all was well with her sister, their relationship would be far more pleasant now.

"Flame?" she asked while holding up her glass of wine.

A slim, sexy female elf swayed into the room naked, "Yes, mistress?" the woman asked with a sneer.

"More wine, girl. You are much more useful to me like this, I must admit!" Loki laughed.

The elf girl frowned at Loki's teasing and walked out stewing about losing her manhood.


Kang's palace--Chronopolis

Kang sat with his future bride Raa as Traveller sipped some of the timelord's brandy.

"All seems to be somewhat stable," Kang mused, "Minor gender fluxes affecting those timelines affected by Timeripper, but otherwise things are fine."

Traveller smiled, "I'm glad to hear that! I long to return to my home time and life a normal life. What of you Kang? Back to battling the Avengers?"

Kang sighed, "I think not. I have tired of the constant warfare. All I wish now is to marry Raa, and birth an heir. Perhaps this battle affected me as well," he said.

Raa smiled at him but remained silent, she wouldn't say it yet but she was ready to marry Kang now, only days after their return.

"I'm just glad this is over," Traveller said while looking out at Kang's wonderous city, "No more men having to suffer as so many have. And that world where Glory and Diabolique were from.....it will never be the same."

Kang nodded, "Yes. Nor will many others. But time itself will survive."

Traveller smiled while turning to face him again, "May you live a long and peaceful life Kang. I hope Raa and yourself are very happy together."

In the years to follow, Raa would indeed marry Kang and birth him a daughter, named Ravona after Kang's first love. Kang would go back on his word to Traveller and attack the Avengers in the future.....but in the battle, he was wounded severely and returned to Raa and Ravona near death. He would retire from his criminal career after that. As he'd projected his daughter gained awesome powers and took his place as Lord Of Time......but unlike her father she would only fight evil. In the future she would become a major ally to the very Avengers her father had fought.


Time Base

Jenna looked out the windows of her home. She was back in the time protectorate at last, and free of Timeripper's evil use of her body. All would never be as it had been, thanks to her mistake in trusting Sur once. A tear ran down her cheek as she remembered his betrayal. She'd been totally unprepared to defend herself against him....he was her husband after all. Now Sur was dead, and she had nothing here for her. This world was run by men, and her female status had been, and still was, a stigma to her superiors. Her fight would now be to make the future more like the past, and with Kang's future altered as it was perhaps something she would have allies in.

She tossed the holo-crystal with Sur's face into the trash bin, along with her wedding ring. When Sur had betrayed her, he'd ceased being her husband.

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