A Fem-Fantastique, Inc. Adventure


What has gone on before:


In a previous episode, Darlene and Tiffany discovered that they shared a common passion and a particular fetish. Darlene introduced Tiffany to the Mok’tn transformation device. A device of incredible power that could transform living and inanimate objects at a molecular level into whatever the master of the device desired. Together they indulged themselves in pleasures of the flesh, both inert and real.


It is now several months later. Tiffany has been back at college and the spring semester is about to wrap. Darlene and the other FF Inc. members are planning a vacation just as soon as Tiffany joins up with the group…


Chapter 1: Caught in the Act


As the thunder from a dark storm rocked the headquarters of FF Inc., Darlene was tossing in her sleep. Was it the anticipation of Tiffany’s return causing her unrest? At long last, morning arrived, the sunlight streaming in through Darlene’s window. The light struck her naked form, giving her a golden glow. Darlene awoke refreshed, despite the long night fraught with storms. Today Tiffany would rejoin the team for the summer. Darlene’s long wait was finally at an end.


An hour later, Tiffany arrived at the HQ, where she was warmly greeted by the team. Darlene deliberately stood back a little, trying to hide the nature of her ties to Tiffany from the other team member. Over an agonizingly long breakfast, from Darlene’s perspective anyway, Tiffany filled in FF Inc. on the adventures of the spring semester. It was not all education and parties, she told the amused group, there was some truly sinister events. Many female students had left the campus, far more than ordinary for any given semester, for modeling jobs. Once they left, it was if they had vanished off the face of the earth. Several college facilities shut down due to loss of funding, including several science labs and the historical/art museum. It was indeed a dark semester, but one that Tiffany mastered with high marks from her professors.


After breakfast, Dee, Wanda and Susan went off to prepare for the group’s long awaited vacation which would begin the following day. Darlene and Tiffany decided to do some last minute shopping. As they were heading out of the HQ building, Angelica, Tiffany’s sister, decided to join them. Darlene found herself feeling anger towards Angelica, but quickly checked the emotion.


At the local mall, Angelica went her separate way, much to the delight of Darlene. She and Tiffany quickly concluded their shopping excursion and proceeded to a local park where they agreed to meet Angelica in a couple hours time. Darlene wasted no time expressing herself, "Tiff… I can’t begin to tell you…" Tiffany cut her off, "I know, Darlene. After what we shared in the lab with the molecular transformation device and afterwards, all I’ve wanted to do is return to spend more time with you… and it." The two of them headed for a secluded area of the park. As it was early in the day and it was a work day, not many people would be around to disturb their intimate reunion. "Tiff, I’ve spent more time with the alien device. Artie has been wonderful in designing new circuitry that maintains a stable memory of the device’s use. By replacing Dee's recall circuitry in the transformer, he was able to save our experiences to the new memory storage circuits and was also able to…", her voice dropped several levels and she looked down. "What’s wrong Darlene? Did something happen to you, someone else on the team, or the device?" "Well, yes and no.", she quietly spoke again, "Artie was able to replay the transformations you put me through originally. I even had him record them on video so that I could play them back later. When I saw the playback, it made me so horny that I just had to go through the process again. After several rounds of the same transformations, I realized that I was addicted to the petrifaction process. I had Artie remove the new memory circuit and restore the device as Dee left it. I guess I’m a little frightened by the device now. The addiction was very difficult to conquer."


Tiffany stared at her friend and lover for a few silent moments and then broke into a wide smile. "What are you smiling about?" Darlene said, a touch of hurt in her voice. "I’m sorry, Darlene, it’s just that when I told you about the events at school this semester, I didn’t give a tenth of the detail. Later I’ll tell you the whole story. But for now, let’s just say that for a short while, I joined the disappearing students in petrified ecstasy at the hands of a similar, yet more crude device. I found myself wanting to remain a statue long after I had been restored. I think I know what you went through." By now, they were holding each other in an intimate embrace. Darlene found it was her turn to smile, "Shall we pick up where we left off?"


They fell to their knees and began fondling each other. Soon, they were stark naked and in the throws of emotional bliss. "You know, Tiff, when you posed for the alien transformation device with your legs spread wide and you hands on your hips, I wanted you right then and there. But when I turned you into a marble sculpture and was able to slowly stroke your cold, stone body, I felt a pull so strong that was almost impossible to resist. I could have left you like that all night for my pleasure." "I love that pose.", Tiffany replied, "I picture that Wonder Woman episode where she is frozen by an electronic device. I can see myself wearing that bracelet when the bad guy activates it." Tiffany stood up and assumed the pose, "Now make me a marble statue." She allowed a smile to slowly form across her lips as she stared off into the distance. Her breathing slowed. She stood, completely motionless. Unknown to Darlene, Tiffany was still fighting the addiction to her college experience. For Tiffany, maintaining this pose was as easy as walking down the street.


Darlene found herself growing more and more aroused. She stood and walked up behind Tiffany, who was still holding her pose perfectly. "Tiffany?" She said. She placed her lips next to Tiffany’s right ear and gently blew, "Tiffany. You’ve been turned to stone now, a perfect marble sculpture. My perfect marble sculpture." Darlene’s arousal was becoming more and more intense and started gently blowing into Tiffany’s left ear, "Feel my hot hands as they caress every inch of your body. Feel yourself stiffen. Feel your body harden. See yourself as a pure white glowing statue." Darlene’s hands moved over every inch of Tiffany’s unmoving body. She found her hands spending more time orbiting Tiffany’s breasts and crotch. Tiffany’s juices were trickling down her left leg. A lone digit from Darlene’s right hand gently traces the juice’s path. Darlene’s arousal was almost nuclear and approaching critical mass. She desperately wanted to see Tiffany as a marble nude once more. She pressed her body against Tiffany’s and swore that Tiffany felt like she was a stone visage of herself again. Darlene closed her eyes and held herself against Tiffany even tighter…


Darlene relaxed her grip and stepped back from her lover. What she saw next almost drove her insane. Tiffany had truly been turned to stone! She had become the marble image Darlene pictured in her mind only moments ago! Torn between fear and excitement, her sexual arousal won out. Darlene grabbed Tiffany’s frozen form from the front and stared into the blank, white orbs that once reflected young soul with much life yet to live. Darlene pressed her lips against the delicate marble surface that only moments ago were Tiffany’s warm, luscious lips. It was then that someone interrupted Darlene’s near insane emotional display.


It was Angelica. Darlene’s lust immediately turned to anger, an anger that had the same intensity that had been driving her sexual arousal. Angelica looked puzzled, "What’s going on here? What happened to Ti…" Angelica’s voice fell silent. Her movements halted. Her body crackled with an eerie, green energy. Darlene watched as Angelica’s color changed. The change was racing up her legs, and quickly engulfed her entire body. When the energy subsided, Angelica stood alongside her stone sister in stony silence. She too, had turned to stone. Angelica’s transformation was different, however. Where Tiffany was a lovely, pure white marble image, Angelica was gray, ordinary stone.


This time the conflicting emotions within Darlene resolved themselves differently. Fear won this time. Darlene realized the truth… SHE had turned Angelica and Tiffany to stone. There was no villain this time. They were quite secluded and alone. Darlene started to tremble. She felt a strange tingling sensation rise through her. It calmed her. She looked at her tingling hands and realized why. She, too was turning to stone! Panic now won her over. She couldn’t possible be turning herself to stone, yet there was no one else around. She watched her legs turn white. Her arms became stone appendages in front of her eyes.


Darlene screamed…



Chapter 2: Captured!


Darlene awoke with a start and quickly jerked to a seated position, gulping for precious breaths of air. She was pale and sweating. She was alive, but how? Then she realized that she was surrounded by the other members of FF Inc.


"Are you okay, Darlene?" A very concerned Dee asked. "You were screaming your head off for three or four minutes before you woke up!" Darlene’s racing pulse was now slowing and reality was now taking hold of her. "It was a nightmare? It felt so real. I found myself turning Angelica and Tiffany to stone, as if I had become a gorgon. And then, I started turning to stone as if by my own thoughts… and I started screaming." "You had us really scared. The screams were almost unearthly, but we’re glad it was just a nightmare. Here, have some water. Join us for breakfast when you’re ready."


A half hour or so later, Darlene joined the rest of the team for breakfast. Angelica wanted to hear more about Darlene’s dream and asked, "Do you want to talk about your dream? The thought of you with the power of a gorgon after all we’ve been through is pretty ironic." "Well, its fading, but I’ll recount what I can…", Darlene started to reply when the intruder alert tore through the peaceful atmosphere. "Artie, report!" Dee shouted to the nearby intercom. "Intruders-detected-in-secured-area-near-the-alien-transformation-device. Defense-mechanisms-in-the-area-are-being-circumvented-or-are-failing." The team’s collective blood ran cold. It was imperative that they secure the device, lest some unknown adversary turn it on them again, maybe this time with more permanent results, or worse.


Sue snapped their thoughts back to reality, "Okay, we’ve drilled for this possibility. Flamestar, you take the north entrance, Wanda, the south entrance, Dee will secure the area from the monitoring station and I will enter through the secret entrance that opens directly to the vault that holds the transformation device. Let’s do it!"


The heroes took up their positions and waited for Dee’s signal. At the monitoring post, the security cameras had been disabled. She couldn’t see what was in going on in the breached zone. She brought the backup security systems online and signaled, signaled to the team and then rushed to the scene.


Wanda cast a protective spell and then rushed into the room. Flamestar had not entered the room as expected. Their timing off, she was alone and an easier target. At first, she didn’t see any invaders. A shadow seemed to move across the far wall, firing a bright bolt of light at her. Wanda was engulfed in the light. Temporarily blinded and confused, she stumbled forward, caught herself and regained her senses just as a tingling wave of sexual ecstasy passed through her entire being. Seconds later, Wanda hit the floor with a resounding ‘plop’. Her body had been tranformed into a two dimensional figure, unable to stand on its own!


Flamestar bolted into the room, too late to see what had happened to Wanda. The first thing she noticed was that Wanda was not at the opposite entrance. She projected her heat aura as far as she dared in the confined space. She quickly located the intruders as they attempted to shield themselves from the heat emanating from her aura. She gasped as she recognized them and then started to shout a warning to her teammates when she was enveloped in a blinding white light. For a split second, she was disoriented. When she regained her senses, she felt an oddly comforting tingling sensation spread through her body. She felt strange. She felt as if… and then she, too was reduced to a two dimensional figure. Her flattened form fell to the floor with a louder ‘plop’ than her already fallen friend.


Susan quietly slipped into the vault via a secret entrance where the alien transformation device was secured. She trembled slightly when her worst fears were realized… the device was gone! She heard sounds of scuffling outside the vault, followed by the sound of something hitting the floor. It was a strangely familiar sound, but one she couldn’t place. A moment later, there was only silence, save for her beating heart, which felt like it would erupt from her chest. She had no choice but to take on the unknown intruders alone. She couldn’t contact her other teammates, as part of their deffensive strategy was complete silence… radio and otherwise. She steeled her nerves, made herself invisible and headed into the room adjoining the vault. As she passed through the entrance, she was enveloped in a blinding, white light. She became disoriented and became visible. As she raised her hands to cover her eyes from the light, she became aware of a strange tingling sensation. She fell forward into the room, hitting the floor with the same resounding ‘plop’ that her fallen comrades made. Transparency Girl had been reduced to a two dimensional figure, just as her teammates had.


Out in the hallway where Wanda had entered the room was Cosmic Girl, playing the role of the clean-up hitter. She was all too aware that three of her teammates had fallen, or she would have been aware of their presence by now. She had heard the skirmishes. She heard the sounds of her teammates falling, although she did not understand what had happened. Even worse, she still had no clue about who she was about to go up against. She took a moment to brush all distracting doubt from her mind. Total concentration was now required to defend herself and try to save her friends. Quietly, she entered the room. "Welcome, Cosmic Girl! The last time we met, I was unprepared for you. This time, however, I have an advantage that you can not overcome!" Darlene couldn’t believe her ears. Not that she hadn’t heard such threats before, but the source was complete unexpected… the Plaster Master had returned!


"You… you should be…?" "Imprisoned?", came the reply. "Yes, well you see, it just so happens that some other enemies of FF Inc. want your interfering goodness out of the way perhaps more than I do. They freed me in exchange for assisting in your capture and, shall we say, disposal?" As if on cue, three vaguely humanoid figures emerged from the shadows of the vault that contained the alien transformation device. Each of them held a flattened heroine in front of them as a shield. Crimson Sorceress had a look of total surprise frozen on her face, Flamestar’s limbs were stretched as though she were in flight and Transparency Girl’s hands were frozen in place in front of her face. Each of them. However, looked strange. Cosmic Girl did not notice that they had each been reduced to flattened females until the three intruders let go of their ‘shields’ and they fell to the floor, unable to maintain their balance. Cosmic Girls shrieked when she heard the familiar ‘plop’. "What have you done to them!!!???" "Oh, not much", Plaster Master evilly replied. "They are merely in a curious state of suspended animation… or should I say in-animation?" An evil laugh escaped his lips and he continued, "Unfortunately for my associates and I, the effect only lasts for several minutes, but we have a remedy for that."


A lone, shadowy figure stepped forward from the vault and into the light, brandishing the one device that she dreaded when in evil hands, the alien transformation device. Some months ago, it was a tremendous source of pleasure. Now it was perhaps the deadliest challenge she had ever faced. She looked at the intruder holding the weapon and her concerns about the transformation device seemed miniscule compared to who, or what was aiming it at her… a Mok’tn soldier!



Chapter 3: The Mok’tn Take Their Revenge


"Yes, Cosmic Girl, the Mok’tn broke me out of my imprisonment in exchange for my assistance in capturing you. They told me that they have been monitoring your recent exploits and of your previous encounter. They saw me as an ideal ally and together we devised a way to prevent FF Inc. from escaping once they captured you again. You've seen the first phase of our plan. Thanks to some black experimental military technology that I borrowed some time ago it was a complete success. It's not really my style, but I have not had time to retrieve all of my usual armaments. It really isn't important now, because we’re finally going to rid ourselves of FF Inc., forever!" The Mok’tn soldier fired the transformation device, bathing Cosmic Girl in its deadly energies. For several minutes she stood, exposed to the device. The soldier terminated the beam. It took several seconds for the residual radiating light to dissipate, but when it did, Cosmic Girl stood before them, completely unchanged!


Cosmic Girl drew a deep breath, her confidence restored. "It seems that your advantage over me has backfired, Plaster Master. Now I’m going to…" Plaster Master smiled back at her, "You misunderstand, my dear. You see, your body absorbed the energy from the weapon, as planned, turning you into a living transformation device. You possess the ability to manipulate matter and energy just like the weapon here, but your are not really immune to its effects as the energy signature you now bear is out of phase with the weapon's. You were bathed in energy of random, varying frequencies, making your new talents truly unique, and unalterable by anything other than yourself, as the transformation weapon here can not duplicate your signature again. Those unique talents will now be used for OUR purposes! Plaster Master activated the erotica ray attached to his belt buckle. Cosmic Girl laughed. "I defeated that little toy of yours before, Plaster, what makes you think that… oooohhhh!" She fell to the floor, writhing in ecstasy, fondling herself while at the same time trying to free herself from her clothing. "Now do you understand? The Mok’tn helped me modify my erotica ray. No one can resist it, not even the all powerful Cosmic Girl! From this time forward, you will obey only us!"


A noise suddenly erupted from behind the group. They turned to attack, discharging their energy weapons at will at a target that was just faster then they were. It was Artie! He was trying to take out as many Mok’tn soldiers as he could with his suspension ray. Unfortunately, Darlene was too preoccupied with pleasuring herself to be of assistance and a lucky Mok’tn shot finally hit Artie. Artie crashed to the floor, his shell blackened from where he was hit, his internal power cells exploding within. Plaster Master felt something brush against him, trying to get at his belt. He pulled away just in time. A Mok’tn soldier grabbed at the assailant, knocking her to the floor. When Shadow Lady at last looked up, she saw the transformation device staring back at her!


For the first time during this extraordinary encounter, a Mok’tn soldier spoke. "We have captured the one known as Shadow Lady. Our leader will be pleased." "Wha… what do you mean?" Dee weakly asked. "You were once our leader’s servant until you betrayed him. You will become his servant again!" "Ah, that would be Prince Kharg, wouldn't it?" Plaster Master asked, knowing that it would rattle Shadow Lady, if only a little. "I'll bet you thought he was dead, didn't you? You saw his ship explode, so he must be dead. Is that what you're thinking? I'm afraid that he and a handful of soldiers survived in a life support pod. They barely survived and were at the end of their life support system's resources when they were rescued. Prince Kharg is awaiting you on his homeworld. My friend here will be highly rewarded for returning your traitorous ass to him!" Dee braced herself, expecting the Mok’tn soldier to fire the tranformation device at her. Instead, the soldier stepped back and Plaster Master stood over her and fired the erotica ray at her. She gasped as the overwhelming feelings of arousal welled up within her and started ripping her clothes off. At Plaster Master’s command, Cosmic Girl stood over Shadow Lady and pushed her back to the floor. Darlene’s hands ripped off Dee’s top and started fondling her breasts. Dee moaned in response, increasing Darlene’s desire. Her hands worked their way down, ripping off any clothing they encountered. She concentrated on Dee’s growing wetness, all the while growing more excited herself. "Cosmic Girl," Plaster Master spoke up, "The Mok’tn prince wants Shadow Lady to become his servant again. Help Shadow Lady become the ideal obedient servant." Plaster Master then increased the intensity of the erotica ray on Cosmic Girl, driving her arousal to near insane levels. She sat up between Shadow Lady’s legs and began stroking her hands all over her body. Shadow Lady could only moan in response to her friend’s touch. Cosmic Girl, now experiencing the most intense arousal beyond what she had ever thought possible, concentrated on creating the most obedient servant possible for the Mok’tn leader. The thought of accomplishing this task increased her pleasure. Dee and Darlene’s collective moans grew louder. As Dee finally climaxed, her body began to glow. When the glow faded, Shadow Lady was left as a chrome figure stretched out on the floor with a look of blissful pleasure frozen on her reflective face. Plaster Master increased the erotica ray again, shattering all that was left of Cosmic Girl’s resistance and free will. She threw herself down on the chrome body of her friend and delighted in how her smooth, cool body felt. She kissed the liquid chrome lips of her friend and felt like she could have pleasured herself forever on the frozen form of Shadow Lady had Plaster Master not commanded her to stop.


By this time, Wanda, the Crimson Sorceress, had returned to her normal three dimensional self. She was assisted to her feet by a Mok’tn soldier. The effect of the device that rendered a two dimensional figure left her weakened and almost unable to stand on her own. She was also caught in the periphery of the erotica ray, further inhibiting her ability and will to resist. She was unable to defend herself from Plaster Master’s erotica ray. As Wanda began removing her clothes, Plaster Master programmed Cosmic Girl for her next assignment. "You’ve seen the Sorceress as a finely sculpted statue before. We know you’d like nothing more than to see her as a marble maiden. Why don’t you indulge yourself?" Cosmic Girl offered no resistance. She wanted to see Wanda as a nude marble statue. Wanda had just finished removing her garments when Cosmic Girl walked up behind her and started nibbling her neck. Wanda shivered and moaned in response, increasing Cosmic Girl’s desire to complete her task. Cosmic Girl grabbed the Crimson Sorceress’ hands and forced them to fondle her breasts. Wanda’s moans increased as she was forced to knead herself. Moments later, Cosmic Girl felt Wanda’s breasts become more and more firm. Wanda’s hands slowed and eventually stopped. Her breathing became shorted and faster. Her hands grew cold, as did the breasts they were fondling. Cosmic Girl’s arousal intensified even more and she worked her hands down Wanda’s torso, feeling the warm flesh grow cold and hard to her touch. She worked her way down both legs and then back up to Wanda’s moist sex. She followed a trickle of juices down Wanda’s left thigh, delighting in the cold smoothness of the thigh. Darlene returned to nibbling Wanda’s neck. She worked her way up to her left ear and gently blew into it. Wanda’s gasps grew higher and shorted in pitch. Darlene came around to face her solidifying friend and pressed her warm flesh against the cool smoothness of Wanda’s body. She pressed her lips against Wanda’s and felt the flesh grow cold and hard. Cosmic Girl stepped back to admire her work. Before stood the Crimson Sorceress, an alabaster white nude sculpture. Frozen while fondling her breasts, her legs spread apart and a look of pure joy frozen on the white glossy surface of her face.


Angelica was now restored to her three dimensional self, weakened as Wanda had been and caught in the edge of the erotica ray's reach. She, too, was no match for anyone and Cosmic Girl quickly attacked her teammate with no prompting from Plaster Master. Cosmic Girl, now as close to insanely aroused as anyone could get without going over the edge, decided to make quick work of Angelica. She posed Flamestar in a classic stance… hands on hips and legs spread apart. She stared into Angelica’s eyes and concentrated on seeing her as a stone statue. She was quickly rewarded for her efforts as she saw her teammate stiffen and her color fade. Just as in her nightmare, she turned Flamestar into a statue of ordinary, gray stone. She embraced the petrified form of her teammate and kissed the polished, stone lips. She ran her hands over the cold, stone curves, enjoying each and every textured bump. Next, she fondled her own wet pussy and then fingered the stone folds of Angelica’s. The experience was maddening, she started to wish that she, too, could be petrified like her friends. Before she could act on those thoughts, Plaster Master made her back off, as if he sensed the thoughts running wild in Darlene’s mind were.


Transparency Girl was now back to her normal three dimensional self and bore witness to the tail end of the Sorceress' transformation and the entire transformation of Flamestar. Shadow Lady was stretched out on the floor, a chrome testimonial of petrified ecstasy. Despite her plight and that of her teammates, she found herself aroused by the beauty of the outcome of the horror she helplessly watched, the effect of her mild, yet unintended, exposure to the erotica ray. The iron grip of the Mok'tn soldier holding her in place and the approach of Plaster Master snapped her thoughts back into focus on her dilemma. "Transparency Girl, leader of FF Inc., you will finally get what's coming to you and FF Inc. will be no more. Before I allow your friend to indulge my wishes upon you, I will explain what has happened here and how we have devised a plan that will keep you and your team in petrified captivity for eternity." Plaster Master then went on to explain how he was freed by the Mok'tn, that Cosmic Girl was exposed to a massive discharge of energy from the transformation device, effectively turning her into a living transformation device and how he now controlled Cosmic Girl through his Mok'tn enhanced erotica ray. He paused and then continued, "The beauty of our plan is this: Cosmic Girl will not be joining you on your journey to the Mok'tn homeworld. She will remain here, on Earth. Since only she can restore you and your teammates, there will be no possibility of rescue once you've left the planet. The transformation device will be destroyed once it has been used again on Cosmic Girl, as she will also be petrified after you have been taken care of. With the device destroyed, no one will be able to restore her, which means no one will be able to restore you! Shadow Lady will be given the distinct honor of once again serving the Mok'tn prince, Kargh. This time, however, she will be unable to betray him again, as she has been transformed into a mindless drone. Now that you know how your precious team has fallen, it's time for you to join them. Your ass, will now be glass!" Plaster Master stepped aside, revealing Cosmic Girl, who had been silently standing behind him. She had a look of frustration on her face which quickly assumed a wide smile as she began to complete her assigned task. Cosmic Girl stared deeply into Transparency Girl's eyes. Susan felt an inner warmth spread through her body. A moan escaped her lips. The Mok'tn soldier let go as Susan wasn't going anywhere on her own. Darlene held Susan's left hand, took a deep breath and closed her eyes, concentrating on the final form Transparency Girl was to take. Transparency Girl began to glow. A white light seemed to emanate from within her body. The glow grew blinding and then quickly subsided. Darlene let go of the crystalized hand she was holding and studied her latest victim. Susan had turned into solid glass, a standing figure with her left arm and hand outstretched. While her face and nude body were clear glass, other parts of her weren't. Her lips were white and opaque, as was the hair on her head. Her cuticles were also white and opaque. The delicate hairs surrounding her sex where not quite clear, but not totally white. They looked as though they had been etched into the glass. Her areolas and nipples were white and semi-transparent. They also had an etched appearance, but unlike Susan's smooth lips, these had a sandy feel to them.


Plaster Master gave Cosmic Girl another minute to study her work. Afterwards, he commanded her to step away. He took the transformation device from a Mok'tn soldier and turned it against Darlene. He wasted no time in firing the weapon. Darlene's fate? Of course, she had been turned into hardened plaster sculpture, more detailed than any of his mists and coatings could ever produce.


While Plaster Master gloated over his final victory, a Mok'tn soldier mentally commanded Shadow Lady to load Wanda, Susan and Angelica onto their waiting ship on the roof of the building. Silently, the living chrome form of Dee complied. There were no thoughts of resistance or escape, only obedience. Dee was truly a drone, performing her master's bidding. Another Mok'tn soldier then took the transformation device and fired his energy weapon at it. The main circuitry of the device arced and smoked. The device clattered to the ground, destroyed. Half and hour later, the Mok'tn were on their way to their base on the moon, where they would refuel for the trip to their home and Plaster Master abandoned Darlene, leaving her petrified body standing right where he transformed her.



Chapter 4: Situation: Desperate!


Twenty minutes after Plaster Master and the Mok'tn left FF Inc., a limousine pulled up to FF Inc. headquarters. Tiffany, Angelica's sister, emerged from the vehicle, slinging her duffel bag over her shoulder. She attempted to access the secured elevator to bypass the team's reception area. It did not respond to her repeated summons. Dismissing the anomaly as a simple broken elevator, she rode the public one up to the reception level. In the reception area, all was in place, but it was unusually quiet. Too quiet. She expected that one of her teammates would be on hand to greet her, instead, she was confronted by an eerie silence. She thumbed the intercom. No one responded. Tiffany began to worry. At the very least Artie would have answered the intercom's summons. She proceeded through the reception to the inner elevator. No security devices attempted to thwart her advance. The doors slid open at the operations level of FF Inc. headquarters. The same silence that greeted her on the reception level also greeted her here. "This is too damn weird!" She thought to herself. A need for caution grew within her. She quietly dropped her duffel bag and proceeded to investigate the entire floor.


It wasn't more than 5 minutes before she came upon the room where the molecular transformation device was secured. The room was dark. She silently stole into the room and suddenly lit up the room with her heat aura. The sight that greeted her shattered her concentration and the light faded. In that short instance, she saw Artie strewn on the floor, the molecular transformer casually laying on the floor at her feet and a dull white female statue, whom she assumed was Stacey. She retreated to a light switch and switched on the lights. Silence no longer greeted her. The signs of battle seemed to assault her eyes. Here friends were gone, Artie was disabled or destroyed and Stacey was all that remained. She approached the chalk white statue slowly, fearing that Stacey might have been damaged. She was almost afraid to touch the white petrified body. When she finally pushed back her fears, she discovered the truth. Darlene, her lover stared back at Tiffany with lifeless, white orbs for eyes. Her expression was one of arousal. The silence returned and seemed to stifle her, and then she detected the faintest of sounds. Someone was trying to sneak into the room. Tiffany quickly retreated to the formerly secured vault and waited. A lone figure entered the room. Anger welled up within her and she prepared to assault the intruder, burning him or her to a crisp, if necessary. The intruder advanced a few more feet into the room. Tiffany charged from her hiding place and prepared to launch an attack unlike any she had ever done before. Anger turned to confusion and relief when she recognized the person. It was Stacey. Stacey threw up her hands in response to the charging Tiffany and stepped back.


"Stacey, what happened here? What happened to Darlene? Where's the rest of…" Stacey cut her off. "I awoke about 10 minutes ago and found the room as you now see it. I just came back from the master control center. The main security system is completely disabled, but the backups are functioning. The videos showed than some lizard like aliens and Plaster Master invaded the building, used Darlene to capture the rest of the team and then quickly departed." "What do you mean by 'used Darlene'?" "You'll need to watch the video for yourself, any description I give couldn't convey the depth of the evil that struck here." For the next 10 minutes Tiffany reviewed the relevant video. Her heart sank further and further until it almost broke when she saw the Mok'tn destroy the transformation device. With the device destroyed, Darlene could not be restored. Tiffany tried to fight back her tears, but the emotion overpowered her. She cried.


Stacey quietly placed a hand on Tiffany's shoulder, "Tiff, we might be able to save Darlene, but I need your help." Tiffany turned and faced Stacey, her eyes red and tearing. Stacey couldn't help but feel the pain she saw there. "How can I help?" She asked quietly. "We need to repair Artie. I brought him back to the science lab. His external damage is superficial, so his internal damage may be repairable." A glimmer of hope returned to Tiffany's eyes and they quickly strode to the lab. Hours passed. With the help of Dee's manuals, they were able to determine that Artie's power cells had been damaged beyond repair. They retrieved some spare power cells, repaired the damaged wiring in the power unit and prayed. They switched him on. Silence. Tiffany could feel her heart beat against her chest, fighting for freedom from the confinement. She could also hear Stacey's heartbeat. The moments passed like days on end. The hope that had been building in Tiffany started to ebb. She started to turn away when a humming noise arose from Artie's power unit. Now they held their collective breath, waiting for the diagnostics routines to kick in. Their silent prayers were answered. The diagnostics reported internal damage to Artie's systems, and that his automatic repair systems were engaging. According to the codes and Dee's manuals, Artie would be fully functional in a matter of hours.


Hours they didn't have. A security alert interrupted the joyous moment. Tiffany flicked on the monitors to see what was happening. Plaster Master had returned and was ascending in the public elevator to the reception area. Tiffany and Stacey had the element of surprise on their side, but this was checked by Tiffany recalling the ease at which she had been defeated at his hands before. She wasn't confident enough to take him on, but she had little choice. "Stacey, you stay here with Artie. I'll keep Plaster Master at bay for as long as I can, but I need you to attach a canister of the plaster dissolvent to the ventilation system. If you can get it done quickly enough, he may not be able to harm me." Tiffany quickly left for the room she was certain Plaster Master would go to. As she passed the chalk white sculpture that had been her lover, she swore to herself that Plaster Master and the Mok'tn would pay dearly for their deeds. Tiffany didn't have to wait long for Plaster Master to arrive. He went right up to Darlene and started stroking her inert face, infuriating Tiffany. She stepped silently out of the vault and confronted the villain, "I hope you've made your peace with whatever god you worship, because I'm about to introduce you to him." Her fists erupted in balls of flame. Plaster Master whirled around, ready to douse Tiffany with his instant hardening plaster formula. "Do you really think that you can defeat me after your inept display the last time we met?" Her anger demanded release. She complied, sending two balls of flame hurtling at Plaster Master. He easily avoided the projectiles and returned fire. He didn't fire at her, he fired above her, confusing the inexperienced heroine. A fine mist descended upon her from above. A second later, Tiffany was frozen in the already solidified plaster shell she had been encased in. "My poor, poor Heatwave. What an unexpected surprise to have you deliver yourself into my hands. Now I won't have to worry about going after you!" He stroked the unresponsive alabaster face of Tiffany. As he traced her lips with his finger, her heard a crackling sound, followed by a blurry white object smashing into his face! His mind erupted in pain and he blacked out. "That felt good!" Tiffany said triumphantly as she broke free of her prison. Stacey was able to dump the dissolvent into the ventilation system in time. Together, they defeated one of FF Inc.'s toughest adversaries. Her confidence was starting to return.


Back at the lab Tiffany found a fully functional Artie and Stacey looking over the damaged transformation device. The helmet was intact, but the discharge unit was a blackened mass. The reality of Darlene's fate somehow put the victory over Plaster Master in perspective. It was almost time for Stacey to return to her inert form for another eight hours. Before she did, Tiffany had her change Plaster Master into sandstone so that he would not escape. If anything happened to him while transformed, he'd, well… go to pieces and that suited her just fine. Afterwards, all Tiffany could do was watch Artie attempt to repair the transformation device. An hour or so later, she fell asleep.


The next morning, Tiffany awoke with a start. Stacey was shaking her gently to wake up. Artie had a progress report, but decided to wake Tiffany so that they could hear it at the same time. The report was a mixed bag of news. The failsafe memory core that Dee installed was destroyed beyond repair. Other than that, the device was almost fully restored. The helmet device had been damaged by the Mok'tn's energy weapon after all, but only slightly. The problem was that this affected the sensitivity of the helmet to read the wearer's thoughts. Artie was confident that it would work, but the danger had been spelled out. Tiffany sat silent for several minutes. She didn't hear the remainder of Artie's report. A tear finally appeared as she finally accepted that Darlene could not be restored with damaged inputs and no recall circuit. Stacey didn't understand Tiffany's reaction. She placed a hand on Tiffany's shoulder and calmed her. "Tiff, Artie may be able to restore Darlene, but the risk is still great. Some weeks ago, Artie developed a new memory core for the transformer that allows the user to replay transformation sequences. He said that it is intact since it was removed from the device before the Mok'tn tried to destroy it." "What risk?" "Artie confided in me his work with Darlene on the memory core. He told me about your intimacy with Darlene. We can replay the sequences involving Darlene to try to restore her. The risk is this, the first sequence must restore her. If it doesn't, she will be transformed into whatever is stored in the core, and the existing sequences will be wiped clean by the new transformation. Once erased, we won't be able to restore her." "I don't see that we have much choice." Tiffany replied. Without Darlene, we can't even hope to rescue the others. Let's do it."


Five minutes later, Tiffany stood in front of the sculpture that had been her lover and aimed the transformation device at her. She silently said a prayer, closed her eyes and fired...



Chapter 5: A Self Sacrifice


When the beam terminated and the room fell silent, Tiffany opened her eyes, barely able to summon up the courage to look. Darlene had been restored! The device suddenly grew too hot to hold onto and Tiffany was forced to drop it. As the device fell from her hands Tiffany started to run towards Darlene to hug her teammate. Darlene's reaction, however, was not one of warmth and friendship.


Darlene knocked Tiffany to the floor, her eyes aglow with energy, her breathing short and quick. Darlene was still under the effect of the erotica ray and was yearning for release from her heightened arousal. Tiffany started to prop herself up on both elbows in an effort to get back on her feet when their eyes met. Tiffany was drawn into the warmth and seductiveness of Darlene's power. Tiffany's stopped moving as if someone had hit 'pause' on a remote control. Her body then began to glow, crackle and change. Artie quickly assessed the situation and fired his stasis ray. Darlene instantly froze, but it was too late for Tiffany. She had succumbed to Darlene's power. From the strands of hair on her head to the tips of her toes, Tiffany had been turned into solid gold!


For Artie, the course of action was clear. Artie instructed Stacey to get the erotica ray from Plaster Master's belt. He would then adjust the ray to reverse its affects and then release Darlene from stasis. Minutes later, Artie and Stacey stood ready. She would only have a second to free Darlene, but that was more than enough time. Darlene suddenly jerked back to life and Stacey wasted no time in firing the erotica ray. It over that quickly. Darlene fell to the floor trembling and sobbing uncontrollably. She was aware of what she had done to her teammates and how her lover sacrificied herself to free the others. Artie and Stacey retrieved the now arcing transformation device and left Darlene alone with the gilded Tiffany. She needed the time to work through the onslaught of grief.


For hours Darlene cried, only stopping for those few times when she almost hyperventilated. She knelt over the body of her golden friend and lover, begging her to be alright. Each time, she was rebuffed by gilded silence. Tiffany's lips never moved, her eyes never blinked. Her petrifaction was absolute. Darlene could not restore her despite her efforts. Her failure was beyond depth of despair imaginable, as only she could restore Tiffany, and could not. The infusion of randomly modulated energy from the transformation device rendered the device itself incapable of restoring Tiffany since Darlene had actually turned her into solid gold. If any thought was clear in Darlene's overwrought frame of mind, it was this. Finally, she cried herself to sleep.


Late that night, Stacey woke Darlene. She was about revert to her own statue state for another 8 hours, during which time Darlene and Artie would have to hold the fort and keep Plaster Master secured. After Stacey retired for the night, Darlene was struck by inspiration. Perhaps it was her emotional state taking its toll on her, or perhaps it was true inspiration, either way, Artie declared Darlene's idea logical… Darlene was to become enslaved by Artie.


Darlene again knelt by her golden lover, the erotica ray held in her hands, pointed at herself. She closed her eyes and activated the device. She was immediately overcome by an almost bloodlust for sexual release. Artie, with his stasis on standby in case anything went wrong, replayed an audio recording of the Plaster Master's instructions used against Darlene to transform her other teammates, digitally altered by Artie to have the desired effect. Darlene madly ran her hands up and down the gilded form of Tiffany, imagining her restored to flesh. At first, nothing appeared to be happening. Then, as Darlene reached her release point, Tiffany's golden hue melted away, leaving a living, breathing heroine propped up on the floor, struggling to get to her feet. Before anything else could happen, Artie fired his stasis beam and froze Darlene in place. He explained the situation to Tiffany, who reversed the erotica ray and zapped Darlene as soon as Artie released her.


Then following morning, FF Inc., reduced in number but growing in strength, was formulating a plan to save the rest of the team and end the Mok'tn threat forever.



Chapter 6: Journey to the Dark Side


By noon the following day, a strategy had been devised and agreed upon. The Inc. Jet was loaded up with gear and prepared for a journey with an uncertain fate. Before taking off for the dark half of the moon, the site of a Mok'tn base where their petrified teammates were to have been taken before being sent to the Mok'tn homeworld, there was one loose end that had to be tied up. "What do we do with this dummy?" Darlene asked Tiffany, indicating with her thumb the mannequin standing behind her. "We can't take him with us. Even though Stacey can keep changing him into something harmless, we can't afford the distraction. Let's give him over to the authorities." Stacey agreed to deliver the captured Plaster Master while the last of the supplies were being loaded on the shuttle.


An hour later, the shuttle roared off its launch pad and headed for the moon. The journey took less than two hours, but locating the Mok'tn base wasn't easy. After hours of probing the darkness of the moon, they finally located the structure in a lunar cave, a stray shaft of light betraying its location. Artie landed the shuttle outside the cave, at an angle where no one entering nor leaving the cave would see it. Tiffany and Darlene donned their space gear and gathered their equipment. Stacey would remain on the shuttle, as she was about to enter her statue state for another eight hours.


The Mok'tn security was amazingly absent. Then again, they weren't expecting any unwelcome visitors. FF Inc. no longer existed in their minds. Artie bypassed the locking mechanism on the base's shuttle bay while Darlene and Tiffany scoped out the two shuttles docked in the bay. Together, they installed one of Dee's inventions in one of the shuttles. With any luck, the Mok'tn wouldn't discover it before the girls would need to use it, lest their presence be discovered and all would probably be lost. The device only took minutes to install and the girls joined Artie at the entrance he had secured for them. Inside the base, all was quiet, at least this section was quiet. They surveyed their surroundings. The base was carved into the cave so that only minimal construction was required to build an environment hospitable to the Mok'tn. It also proved barel hospitable to humans. The air was dry. A could of dust hovered about two feet off the ground. This was an unexpected bonus. Their tracks would no doubt be obscured as they moved about. As they moved deeper into the cavern, they detected Mok'tn movement. Several times they dove into the perpetual dust cloud to avoid being seen. For an hour they slowly moved about, being careful to avoid detection. They found no sign of their missing friends, but they really didn't expect to find them here, as several days had passed since the assault on FF Inc. took place. They decided to head back the way they came. Halfway back to the shuttle bay, Artie warned of approaching Mok'tn… a dozen of them. There would be no hiding from them this time.


They had only a few seconds to prepare for their advance. As the Mok'tn rounded the turn that would take them face to face with Tiffany and Darlene, two figures rushed through the group, confusing them. The girls had gotten through, but their advantage of surprise was now spent. In seconds the Mok'tn were pursuing them back to the shuttle bay. The Mok'tn soldiers arrived just in time to see the girls board a shuttle and fire up the engines. The shuttle rose from its pad and headed out of the cave. A wide, bright blue energy bolt shot out after it, striking the shuttle's engines. It exploded in silence. Small energy arcs danced in space for several seconds like fireworks and then faded into the cold blackness. Stacey watched in horror as the shuttle exploded near her location, fearing that she was now alone… and worse. As her body turned to stone for her eight hour stasis period, tears streamed down her face, hardening into white dimples on her detailed stock-still visage.



Chapter 7: The Rescue


Inside the Mok'tn base, noises that passed for shouts of triumph could be heard in the cavern's passages. The intruders, identified as Cosmic Girl and an unknown ally were forever out of their way. How they made it to the base wasn't even questioned, such was their arrogance.


Several hours later, a lone figure approached the Mok'tn base and entered easily through the shuttle bay, now heavily damaged from the shuttle's explosion. Showing no fear, Stacey advanced into the hallway, determined to end the Mok'tn presence, even at the cost of her own life. With the rage burning in her came the confidence that she could use her powers in a similar fashion that Darlene had been forced to use to trap her friends. As she advanced down the hall, a pair of hands rose from the perpetual dust cloud obscuring the surface below and knocked her down to her knees. She turned to face her assailant, ready to dish out her definition of revenge and came face to face with Tiffany!


"How did you…" "Shhh! There's no time for that. In a nutshell, we rigged the shuttle to fly via remote control. Follow me, Artie and Darlene are waiting for us." Bewildered, confused and grateful that her friends were still alive, Stacey followed Tiffany into a cargo hold several yards away. Darlene and Artie greeted them in the darkness. "Look, we don't have much time." Darlene began. "The other shuttle will be leaving within the hour as soon as they've loaded…" Darlene silently motioned to a corner of the room where four well endowed statues stood in various poses. Their teammates! Darlene then continued, "Artie has placed Dee's holographic projectors in place to project false images of the team in the opposite end of the room, while projecting a false wall around us. We're as ready as we'll ever be."


Darlene handed Stacey a device she had seen before, the erotica ray! She immediately understood her role in what was about to happen. Artie activated the projectors, hiding FF Inc, alive and inert alike. Artie and Tiffany then left the room to complete their assignments. Stacey waited a full minute to be certain they had not yet been detected and then turned the erotica ray on Darlene. She fell to the ground, disappearing in the dust cloud, moaning in pleasure. Unexpectedly, the erotica ray began growing hot. Sparks flew from the unit. She quickly placed it on top of a storage unit before it grew too hot to hold onto. Now there was a real problem that could jeopardize everything when they were so close to success! There was no way to reverse the ray's effects! Darlene would be able to restore the frozen FF Inc. members, but she would be uncontrollable afterwards until her arousal diminished, which would probably take hours if not days. She thought hard… "what can I do? The proverbial trigger has been pulled!" From nowhere, a thought struck. "This is so crazy, it just could work!" She thought aloud. She abandoned the recording that Artie had created for Darlene, the recording that would instruct her to restore the petrified women. Stacey followed the moans to Darlene and whispered the commands into Darlene's ear that would be acted upon without resistance. "See your friends as they once were," she blew into Darlene's ear. "Each one standing before you is Galatea. Galatea demands to be brought to life. Touch their cold, petrified bodies and bring them to life." Darlene approached each of her friends from behind, feverishly running her hands up and down their bodies. Stacey stayed behind Darlene, caressing her body as she tried to restore her friends. This brought Darlene to a frenzied level of arousal even more quickly. Stacey concentrated. She had to time this right or all was lost. Darlene moved quickly between the frozen woman demanding to be brought to life. Stacey kept up, stimulating Darlene even more. As Darlene fondled the glassy form of Transparency Girl, she peaked. Darlene and the three statues were aglow. Stacey closed her eyes. She had to do this now!


The glows faded. The room was dark. Stacey could hear her heartbeat, but nothing else. She still grasped Darlene in her hands. Darlene didn't move… couldn't move. Stacey turned her to marble. Her mouth was frozen open, a long moan of release trapped on her stone lips. Her eyes wide, pleading as the orgasm washed over her while they faded into white, lifeless orbs. Her hands were reaching for the Transparency Girl, who… was no longer there! Stacey trembled. What had happened? She felt a light touch on her shoulder and jumped. Susan quickly held Stacey fast until she calmed down. Dee and Wanda then stepped forward from the darkness, with Angelica lighting their path. All four women had been restored!


Stacey's excitement was short-lived. An alarm sounded, tearing through the silence. All of the lights came on, temporarily blinding the team. "Follow me!" Stacey shouted. She started to run the entrance of the cargo bay when she realized that she forgot something. She pointed out the damaged erotica ray to Dee, "We'll need that!" Dee picked up the device while Wanda and Angelica picked the statue of Darlene. Susan projected an invisible barrier just as Mok'tn soldiers entered the room. She pushed them back, slamming them into wall outside the room where they were rendered unconscious. They ran for the shuttle bay, with Susan protecting the team from the rear. Once in the shuttle bay, the Mok'tn were greeted with a hail of fire from Heatwave. Sensing that they were close to freedom, the team boarded the shuttle. Artie was already at the controls, prepared to lift off. Tiffany entered, followed by Susan. Dee secured the shuttle door. Tiffany hastily gave Susan her orders to project a field around the shuttle. Susan was unaccustomed to acting on someone else's orders, as she was the team leader, but she instinctively knew that she had to flow with the situation. She quickly erected a field, her hesitation unnoticed. "Go Artie!"


The shuttle leapt from its pad and bore dead ahead into space. The Mok'tn fired on the shuttle. Susan was barely able to hold her own and was starting to weaken. Dee, now co-pilot to Artie, quickly brought the FF Inc. shuttle on line via a remote control transmitter that Darlene and Tiffany had brought with them on the rescue mission. Now the Mok'tn had two targets to shoot at. They concentrated their fire on the fleeing team. Susan was sweating. Her legs were trembling as she braced herself against the shuttle, determined to keep her field up. By now, she was failing, but Dee was in a better position to help. By remote, the piloted the FF Inc. shuttle to a higher altitude and then set a course for the Mok'tn base in the cave. She brought the engines up to full power and the FF Inc. shuttle hurtled towards its own destruction. Too late, the Mok'tn realized their mistake. Not one desperation shot made contact with the shuttle spearing its way toward them… to certain death. The FF Inc. shuttle slammed into the entrance of the cave, exploding. The force of the impact combined with the exploding mass of the shuttle penetrating deeper into the moon mountain collapsed the cave. Silently, half of the mountain came crushing down on the impact area. No one, human nor Mok'tn could have survived.


No one spoke or uttered a sound as the shuttle headed for home.



Chapter 8: Revelations


As fate would have it, the shuttle would not fit onto the landing pad, as this one was roughly 50% larger than the one they sacrificed to save themselves. However, this 'new' shuttle was more powerful and was capable of higher speeds and longer flights. They would have no problems enhancing the existing landing facilities to accommodate the new craft, henceforth dubbed INC. JET II by Dee.


Everyone headed for the dining area except for Artie and Dee, who immediately began repairing the damaged security systems of FF Inc. HQ. Dee was primarily occupied with repairing the erotica ray and the transformation device. The statue of Darlene, now much heavier since they had returned to earth, was painfully hauled along to the dining area also. They began talking about what had happened, aware that Darlene could hear the conversation. Darlene, conscious and aware, was silently grateful that Tiffany and Stacey were able to fully account for the events leading up to the rescue, but she knew that the secret she shared with Tiffany would have to be revealed. Tiffany paused when she came to how Darlene was restored after Plaster Master had turned her into a statue, took a deep breath and accounted for the enhanced memory core that Artie had constructed for the transformation device. In petrified silence, Darlene winced at what was about to be revealed. To her surprise, Tiffany spun a credible tale about how Artie was able to construct a new memory core from undamaged chips in Dee's recall circuit. No one would question Tiffany's word, their secret was safe. Stacey was the only one who knew the truth, but she, too played along with Tiffany's tale. Darlene's thoughts filled with amazement and curiosity. One day, they would discuss Stacey's motivations.


Finally, Dee returned to the group. Darlene would soon return to normal, as Stacey's powers were beginning to wear off, and the erotica ray was now repaired and reversed. An hour later, Darlene had rejoined her friends and proudly sat next to Tiffany. Dee cautioned Darlene that she would have to perform batteries of tests on her for several weeks to get a handle on the true effects of her exposure to the Mok'tn device and the enhanced erotica ray. The transformation device would take days to restore to a fully functional state. The internal sensors were back on line and Dee had taken some preliminary readings of Darlene. The randomized energy signature was definitely subsiding, but the long term effects of being a living transformation device would not be known for some time. Susan also suggested that she seek out a professional counselor to work through the emotions of what she had been put through. Other than those two conditions, the mutual team friendship was strengthened and FF Inc. would be a stronger, deadlier force for those who stood in the way of goodness and justice.



Author's note:

It’s been some time since I felt like writing anything new. With the introduction of Tiffany to the group, a whole new world of possibilities for FF Inc. opened up. Some of these possibilities are just too good to let pass. It is my hope that this continuation of the FF Inc. saga, created by CMQ, is true to the original ideas in his previous stories.



Editor's notes:


I am personally delighted to have another author (Mr. Anonymous, in this case) take my characters out for a spin and weave a brand new story! I can see characterizations I would never have done and plot points (like Prince Kargh's miraculous survival!) which I never intended to ever create spring forth and add to the ever-growing universe of FF INC. I had an enormous amount of fun following the progress of this story and

making very minor suggestions as to the eventual final version of the story. I think Mr. A did a great job and encourage any other writers out there who would like to take a crack at writing FF INC stories to contact me (via email, messageboards, or in the irc room) and I'll send along the FF INC 'bible' which should give you a general outline of the FF INC team and its universe. If you intend to write any stories, all I ask is that I get a

look at the story before final 'publication' to make editorial suggestions,

that's all! cmq