Authors Note:

Hey everyone, I thought I would try a comic book/superhero type story with my usual type of sexy fun in it as I am a bit of a geek and I love graphic novels. I'm not sure if this will continue or if it's a one off. But if enough requests come in to add to it, maybe I will add to it but no promises. It's a bit long but I love it and I hope you do too.

* * *

He views the museum from afar on his night vision binoculars. It closed a few hours ago so only the night watchmen are working. He pulls down his binoculars and grabs his spear gun with the rope attached. From the building top he is on he can see the whole of Delta City, a shining metropolis riddled with crime and corruption. He can't complain though, he is one of the most notorious criminals around. He was once a scientist, the best in his field on genetic experimentation; he was called Dr. Wayne Kyle. Until the accident, the lab explosion causing his DNA to fuse with the samples in his lab thanks also to the radiation. Now he can change his appearance at will, he uses his ability to commit crimes to continue his research. Due to his ability no one knows who he actually is. He never uses his actual appearance during crimes as that would be fucking stupid. He is anyone and everyone, a ninja, a bodybuilder, a Politician, anyone, in the crime world he is simply known as Shapeshifter.

He aims the spear gun across to the museum roof and fires, it flies through the air dragging the rope and it hits the mark, right on the fire escape door. He pulls the rope to test the strength, satisfied it won't slack, he attaches a clip to it which is attached to a rope on his belt, then he kicks off of the roof and zip lines towards the museum. He enjoys the sensation of the wind hitting his new face as he reaches the roof of the museum. He unclips himself and lands feet first on the roof. He sees his reflection in a puddle on the floor on the roof and sees the face he has chosen for this crime. He has a scar running down his cheek and a military blond haircut. He smiles a grin with one tooth missing and walks to the door. He unzips his fanny pack and pulls out a syringe; he goes to the hinges of the door and injects the liquid into them. Soon a vapor comes off of them with a horrible burning smell and he pulls the door off easily. He shines a small flashlight down the stairs and heads down. He counts floors on his way down and he reaches the third floor, the precious gems exhibition. He opens the door and looks into the hall way, all clear. He walks for a bit when a security guard suddenly appears. "Hey, freeze!" He says pulling his gun, and then he looks shocked as Shapeshifter suddenly changes into an exact double of the guard.

While he looks shocked he punches him and knocks him out. He then drags the guard away. He wishes he could mimic clothing but he can't, only the shape and look of the person. He takes the guards gun and takes his ID Card. After hiding the guard he continues down the corridor and finds the precious gems, and he sees the one he wants. A giant white Diamond the size of a fist, on loan from France, in French it's called "Yeux de l'Ange", translated as "Eye of the Angel". It is considered one of the most valuable gems in the world and he already has a buyer lined up. He swipes the ID card into a nearby slot then he scans his eye into the scanner nearby and the security system shuts off. He then walks smugly towards the diamond. Before he can reach it he sees something in the corner of his eye as a fist collides with his face. As he hits the floor dazed, he curses himself for not being more careful. He turns and sees a man in black, a dark mask covering his eyes lone ranger style and a long red cape. He sees a red belt and the embroidered "I.M." on his chest and laughs. "Well, Invincible Man, it's a nice evening for a trip to the museum."

"Shapeshifter, I have come to bring you in." Invincible Man says. Not much is known about him, he appeared in Delta City a good three years ago and he has been fighting crime in the city ever since. They call him invincible as he is just that. Gun shots don't penetrate his body armor; he has fallen from giant buildings and has never shown a scratch on his body from it and he is as strong as an ox. His fighting skills are unmatched as well, except against Shapeshifter as he can just become a better fighter with his abilities.

"Oh please. You have never beaten me Invincible Man, why is tonight going to be any different?" He says as he suddenly aims a karate kick into Invincible Man's face who just blocks it and aims a strange gun device at him.

"With this." He then presses a button as a high pitched whining noise comes from it penetrating Shapeshifter's ears. He screams and holds his ears but he falls and wave after wave of the sound hitting his body, then he watches in horror as his ability seems to reverse, his appearance is changing. The appearance of the security guard is disappearing being replaced with a balding hair cut, bad eye sight, smaller hands and his clothes seem to be slightly too big for him now. Soon Dr. Wayne Kyle is presented in his true form right in front of Invincible Man. He reaches into his pocket and pulls out a pair of glasses and puts them on. "Dr. Kyle, it's been you the whole time?"

For the first time since becoming Shapeshifter, words fail him. Soon he is punched again and is unconscious.

* * *

The trial began with him being kept inside a cell of glass alone so he couldn't change into someone else and blend in and run away. It lasted months, and then he was found guilty. As they didn't have enough evidence to blame all the crimes on him (even though they were all him) he only got six months for theft. He got something special, a new cell was built for him at Pennyworth Prison, a cell where it would just be him, and he will get his own personal bathroom and exercise yard, just to stop him blending in with anyone else and escaping. He would be under constant confinement. All things considered that didn't sound too bad to him as it meant other prisoners wouldn't mess with him, yet he liked the idea of Shapeshifting into a bad ass.

So here he is sitting in a glass box being pulled towards his specially made cell. A guard was talking as the wheeled him in his orange prisoner uniform towards the cell. "Breakfast will be served at 0700, lunch at 1200, dinner at 1800. You will be allowed access to your exercise yard everyday between 1300 and 1600, two guards will watch over you from the 15 ft wall armed with shotguns. Any attempt to escape will result in you being shot. If you require any medical treatment, a doctor will be brought in to treat you under heavy armed guard and you will be strictly monitored. Any attempt to shape shift while being medically treated to attempt to escape you will be taken out with stun guns. You are here for the duration son and you are getting a decent deal, so stick out your sentence and we will make this easier for you. Any questions?"

Shapeshifter was in no mood to argue or to say anything smart, the guard was right, he may as well stick it out and get out once the sentence was done, six months was a easy stretch and he is wondering how the sentence wasn't longer, even Invincible Man in the court room looked furious and confused. "No sir I have no questions."

"Good."

They reach a door as his box is perfectly lined up with the cell door and it opens with his box and he walks into his cell. As soon as the door closes and he is locked in he is momentarily confused. The room has two bunks and another prisoner inside; he was led to believe he would be alone. "So you must be Shapeshifter, imagine seeing you at last." The man sits up and Shapeshifter sees a man with red goggles on and black hair gelled back.

Shapeshifter recognises him and smiles. "Hypno Lord? Why are you here?"

"Invincible Man caught me, and I have been sent to this prison cell with you. I'm too dangerous to be around guards as I could control them to my will. So I'm here for the duration with you." He stands up from his cell and with his 6 foot 2 tall frame he towers over Shapeshifter who in his original height is only 5 ft 7.

"Well, to be honest it will be nice to have company rather than be on my own for six months." A door on the wall opens and he looks outside to an exercise yard with a basketball hoop. They both go outside and talk about crimes and things. As he holds the basketball the guard threw him as he walked out, he looks at Hypno Lord. "So, how did you get your power?"

Hypno Lord smiles like he enjoys telling this story. "Well, in my youth I began experimenting with Hypnosis, I got an A grade from my teacher for homework I never did and got a great blow job at the end for extra credit." Shapeshfter laughs. "So in college I continued with my experiments and I developed contact lenses that would give me the power hypnotize with just a gaze, but I messed up, they were supposed to be removable but they permanently attached themselves to my eyes. So I have to wear these goggles to stop me hypnotizing everyone I see and to keep my vision in check." He says a little sadly.

Shapeshifter shoots the ball into the hoop. "What would be so bad about hypnotizing everyone?" He asks liking the idea of controlling people to his will.

"Good question. There is an unfortunate side effect from the lenses. If I did try to control everyone I would probably have a stroke or aneurysm. I found this out after I got a severe migraine after using them too much. The goggles control that and make my eyes as normal as possible. But I can take them off and hypnotize anyone I want. I just put the goggles back on afterwards. What about your powers? Anything you can't do?" Hypno Lord asks with genuine interest.

Shapeshifter looks over confused. "What do you mean?"

"Well, have you ever turned yourself into a hot girl to seduce a man into..."

"No, oh god no." Shapeshifter says and laughs. "I can see what you mean, a honey trap?"

"Exactly, not for sexual kinkiness but to get a set of keys or steal a wallet." Hypno Lord says and throws the ball into the hoop.

"Well that is a weakness in my ability. I can't shape shift into a woman. I think it has something to do with mimicking their sexual organs and adjusting from male to female, I just can't do it. I tried once but I couldn't do it. But, I have become a girl's wet dream fantasy to get laid." He holds up his hand for a high five which Hypno Lord returns with a smile. "I can't mimic clothes either, so if I change into someone I will have to match their clothing or steal it after I copy them. That's it for my weaknesses, what about you; could you for instance hypnotize the guards on the wall up there to let us go?" Shapeshifter enquires.

Hypno Lord shakes his head sadly. "No, they are too far away for me to do anything, they have to be closer for me to control them."

"Pity, escape could be fun." An alarm sounds and they make their way back into the cell. They talk for the rest of the evening and eat dinner until they are given books to read from a prison librarian though the same slot the food comes in. Shapeshifter starts to think this won't be so bad here, not realizing Hypno Lord has other plans.

* * *

A week has passed and it's laundry day, they put their clothes in bags and leave them in the cell while they go outside to the yard, the bags are picked up, the clothes are cleaned and the next day while in the yard the clothes are returned in the bags. So they re-enter the cells and they pick up their bags with their names on them. Hypno Lord is putting his underwear and socks away into a set of draws the cells are given for keeping clothing in and Shapeshifter opens his bag and his mouth drops open in shock. He seemed to have let out a moan. "Problem?" Hypno Lord asks with a smile.

"My clothes, these aren't...how can they?" He says close to tears of frustration.

Hypno Lord walks over and looks in and he wolf whistles. "Oh very nice."

Shapeshifter stares daggers at him as he pulls out a black silk thong. "What the fuck do you mean? What the hell am I going to do?" He tips the bag upside down and loads of lingerie spills out followed by perfume bottles, dildo's and tubes of lube. "Wait, this isn't right. This isn't a mix up is it?"

He turns to Hypno Lord who is now not wearing his goggles and he looks into his pitch black eyes and feels his head spin. "No...stop...what..."

"Shh, be quiet and look into my eyes, feel them penetrate your mind, look deep into them and relax."

Shapeshifter feels relaxed and looks deep into his eyes. "I...can't...look...away." He says as he stares ahead.

"You are in my control Shapeshifter, you will do as I say without hesitation, you are my slave. You will reply to my orders with 'Yes my Lord', do you understand?"

Shapeshifter tries to tell him to fuck himself, but that part of his mind is being pushed away as he says without his control. "Yes my Lord." His mind screams at him while he says this.

Hypno Lord smiles and puts his goggles back on and Shapeshifter blinks a couple of times and seems to come back to reality. "You son of a bitch, you..."

"Quiet, now strip for me." Hypno Lord orders.

"Yes my Lord." Shapeshifter says as he takes off his orange prisoner uniform. He is trying to stop himself, even his face is straining as he undresses. "No, please don't do this."

"Look, I have heard all this shit before, why would I stop with you right now?" Shapeshifter doesn't answer as he kicks off his orange uniform and is left in socks, a vest and white boxers, but soon they are off and on the floor. "Until I tell you otherwise, you cannot touch these male clothes, if you attempt to they will burn you, understand?"

"Yes my Lord. Damn it." He says in frustrations as he stands there nude. Of course he reaches for the boxers and drops them in pain. Hypno Lord laughs as he does this.

"The orange uniform is fine, you can wear that. You also cannot harm me in anyway, if you do you will feel unbearable stomach pain." Of course again he attempts to punch him but hunches over in pain, he breaths in deeply until the pain goes then gets back to his feet, Hypno Lord is just smiling. "Now, use your ability to remove all body hair except eye brows, lashes and hair on your head."

"Yes my Lord." Then Shapeshifter can feel his mind controlling his ability as his leg hair, arm pit hair, chest and all pubic hair vanishes. Soon he is smooth all over.

"Now, that silk thong you dropped, find it with the matching Garter and bra and put them on. Remember, a lady puts the garter on first." Hypno Lord says mockingly as he laughs.

"Yes my Lord." He says and he starts to rummage through the pile of clothes finding the thong, garter and matching bra. "Why are you doing this to me? I'm a guy for Christ's sake." He says as he wraps the Garter belt around his waist.

"Well one, none of your business and two because I can. Don't forget the stockings." He says with a smile.

Shapeshifter now has the stockings on attached to the garter and he puts the Bra on by doing the straps at the front and spinning it around and putting his arms through the straps. Now the thong is in his hands and he fights and fights it mentally but his body won't listen to him and he puts both legs in and the thong is pulled up his stocking clad legs until they are on and he feels the thong dig up his crack. "I'm so humiliated right now."

Hypno Lord just smiles. "On the contrary, you are turned on so much, the feel of the thong travelling up your ass and the silkiness of the panties on you cock turns you on so much it's unbearable, you want to cum so bad but you can't."

"Yes my Lord, ah you...son...of...a..." That's as far as he got as his cock gets harder and harder, he pulls the panties to make room, he clamps them back down and his cock is sticking out of the top.

Hypno Lord tuts. "No, your cock is too big for them panties."

"No! Please don't" He pleads but Hypno Lord smiles.

"Make you cock smaller so they fit perfectly into your panties and I want you to retract your balls so they fir better there as well."

"Yes my Lord." He then looks in horror as his cock staying hard with arousal shrinks and shrinks until they are well below the panties elastic and he feels his balls contract and pull in making the panties fit better, tears of frustration are now running down his cheeks. "Why? Please stop."

Hypno lord laughs. "Why, we are not done yet. I think part of you issue with shape shifting into a girl is difficult as it's all mental. So we are going to start small and mimic small parts at a time and see where that gets us, shall we? So I want you to grow breasts until they fill that DD bra I got you. Don't think you can't, think you can and make some fantastic tits."

"Yes my Lord." He says this not thinking it's going to work then he sees in horror his chest expanding into the bra. "Oh god no!" They grow and grow and grow until they completely fill the bra.

"Good, now retract the sides of your torso a little while expanding those hips of yours."

"Yes my Lord." He says again and he feels his body morphing and changing, he feels the panties being stretched and his body retracing in creating an hourglass figure. Hypno Lord tells him to stop after awhile. "Oh god, please stop this."

"Oh this pleading is annoying me; plead for me to continue instead."

"Yes my Lord. Wait, no make me sexier! Wait no I meant make me a hot girl. No..."

Hypno Lord laughs. "Well if you insist. I want you to have a sexy bubble butt."

"Yes my Lord. I want that to." He says and his butt starts to expand and get bigger, his mind is screaming for it to stop but he can't verbally say that anymore. Again he is told to stop and feels hands groping his ass.

"Very nice, now I want you to make a more feminine face, you have seen girls, now do it, and make your eyes blue instead of brown and make your hair long and blond." Hypno Lord finally demands.

"Yes my Lord." Shapeshifter can feel the changes happening and can feel his face move and change and he can feel his head getting heavier and heavier as his hair grows. Soon it stops.

"Very nice, go to the mirror and check yourself out." Hypno Lord says with a smile.

Shapeshifter goes to the bathroom and looking in the sheet of metal acting as a mirror in a prison and sees a hot babe, a really hot babe with long wavy blond hair, blue eyes, high cheek bones, thick cock sucking lips, everything to make a hot girl. He (well, she now) looks down at her small cock and feels sad despite being more turned on than ever. Hypno Lord walks in. "Now use your ability to put make-up on your face. When you are done come back into the cell."

"Yes my Lord."

"Oh yeah, your voice is not right, while in this form you find it impossible to talk in a manly voice, only a sexy high pitched voice."

Shapeshifter coughs a couple of times as her vocals change."Yes my Lord" She says in a really sexy high pitched voice. She looks frustrated as she looks in the mirror and lipstick starts to appear on her lips.

Hypno Lord decides to put his slave's new clothes away while she spends time doing her make-up. He had planned this all along and he smiles knowing his plans are working better than he ever could have hoped. When the clothes are put away he turns and Shapeshifter has returned with eyeliner, lipstick, rouge and eye shadow on. "Wow, nice job. Are you still aroused?"

"Yes my Lord, I want to cum." She says with a hint of frustration.

"Well, you can't, there is only one way you can cum, that is through anal penetration. But you love that idea; it turns you on even more."

"Yes my Lord." Shapeshifter says while rubbing her breast through the bra. She can even feel a little pre-cum making the panties stick.
"Good, now on your knees." She goes to her knees. "Close your pretty eyes for a moment." She does. Hypno Lord removes his orange uniform and pulls out his aching hard cock and puts it in front of Shapeshifter's nose. "Do you smell that?"

She breaths in and catches a familiar scent. It disgusts her. "Yes my Lord."

"It's my cock, you can smell its masculine musk, and it's a strong and potent smell. The more you smell it, the more your feminine side takes over, the more the feminine part of the mind prepares itself. Can you feel it, your masculine mind struggling with these emotions, these feelings, but the feminine mind starts to take over, making you want it. Deep in your mind your primal urges as a woman repressed by your masculinity start to break out, making you want it, making you turned on even more. Breath it in, deeply." Shapeshifter breaths in and exhales though her mouth, a moan escaping her lips. "That's it, you are wanting it more and more, you want to be submissive, you want to be feminine, you want to feel my cock in your mouth, you want a man to fuck you. You want to be a slut, a whore for me. Breath it in, be more feminine, drive the masculine part of your mind away, be my fuck doll." A moan escapes her lips again and she licks them. "Open your eyes." Her eyes open and they look entranced, they just seem to stare ahead. "What are you my dear? Are you male or female?"

"I'm...I'm..."

"Smell my cock, breath deep." She does and she moans again.

"I'm...I'm a female my lord." Shapeshifter replies.

Hypno Lord smiles. "What do you want?"

She smiles back at him. "I want you to fuck me my Lord, I want to suck your cock. I want to be your whore, your personal slut. I am yours." Shapeshifter says.

"Then claim your prize." Hypno Lord says triumphantly.

"Yes my Lord." Shapeshifter takes his cock in her hand, feeling its warmth, feeling it pulsate in her hand and she opens her mouth and takes it all in. Hypno Lord groans as she works it along her mouth, using her tongue along the tips and shaft. She cups his balls and massages them as her head bobs along his cock. She goes deep and can feel her gag reflex trying to kick in, tears roll down her face and she gags on his cock and she pulls away and back again. Hypno Lord grabs her hair and forces her to move her head faster. He can feel his cock about to erupt when he stops her and pulls her off. She breaths deeply staring at him with pure lust, her cock aching and leaking pre cum all over her panties. "I want you my Lord, take me, make me yours."

"Stand and bend over, put your hands on the wall."

"Yes my Lord." She says seductively and places her hands on the wall and bends over. Hypno Lord takes off his clothes showing a ripped muscular body as he grabs a tube of lube and marches to her; he caresses her perfect ass then slides the thong away showing her ass hole. He puts some lube on her ass then uses his finger to glide it in and out. "Oh my Lord, you tease me, fuck me please."

He pulls his finger out and puts some lube on his cock and he then aligns it with her ass hole. "Breath deep my dear." He says as he penetrates her ass. A moan escapes her lips as he does this and her ass is so tight but he pushes more and more and her ass relaxes and soon his whole cock is up her ass. "You're are so tight, time to make you mine." He then pumps, first slowly making her whimper and moan, then he builds up the pace and starts to fuck her hard. Shapeshifter feels a strange yet pleasurable pressure in her midriff as she gets fucks and her cock seems to feel tighter and tighter as he fucks her and all she can do is moan and except it.

"Oh god my Lord, I'm gonna cum, I'm going to soil my panties for you."

She screams as she cums right into her panties, soon cum is dripping out of the sides as she continues to cum, then Hypno Lord pulls his cock out, spins her around and starts to masturbate, he pulls the cups of her bra down revealing her perfect tits and he shoots his cum on her tits and then into her waiting open mouth. She moans and cums a little more as he does this and she starts to rub the cum around her chest. "I have marked you as my property, no one else can have you; you belong to me."

She falls to the floor in a trance rubbing his seed on her body. "Yes my Lord, I am yours, forever."

* * *

The next few months fall into a strange routine. Whenever they go into the exercise yard, Shapeshifter returns to his male self, remembering everything and feeling disgusted. He wears the orange uniform but underneath is women's lingerie, whenever the exercise time ends he returns to the cell and becomes the sexy slave girl for Hypno Lord again. He can't control it anymore, it's like he created an alternate person that he cannot control, the moment the door shuts he is already transforming back, wanting a fuck. One day exercise ends and he refuses to go back, the guards point their guns at him and order him back but he refuses, he would rather get shot. Until Hypno Lord appears next to him and whispers in his ear he will always return to the cell. Then it doesn't happen again. The bag of clothes always come back with new kinky sexy outfits, School Girl, sexy Nun, sexy cat girl, even a sexy superheroine outfit. They fuck every night and they now share the same bunk. Four months of this go by when he is informed via a letter though the door he is being released early due to good behaviour. He is relieved but the sexy girl alternate person is upset by this. Hypno Lord tells her not to worry, soon everything will be fine. The day of his release he is now male Shapeshifter and his is allowed to wear the male clothes, now he is wearing the suit he wore in court. He stares at Hypno Lord as he leaves but he can't tell anyone what happened as Hypno Lord told him not too, it will take some time to try and break the control he has over him. As he signs out the warden smiles at him. "Well, I hope the time alone teaches you to behave."

Shapeshifter turns to him. "What do you mean?"

The warden just laughs. "Invent an imaginary friend did you? Not surprised spending the last four months alone. Even the guards in the exercise yard said you were talking to yourself."

He feels sick and he just leaves the prison and walks out quickly. He boards a bus that will take him into town and he sits down afraid for the first time, as soon as he gets to town he is going to Shape Shift into someone else and flee town and hide. Another freed prisoner boards the bus and it leaves, he watches the country side slip away then he notices the bus misses the turn off for Delta City and heads for the industrial area. "Hey, wait." He says before he feels a prick in his shoulder as the freed prisoner behind him puts the syringe away as he falls asleep.

When he wakes up he is in a big abandoned warehouse, he is lying on a table and he looks down and he is naked. "Oh god no." He struggles as he hears footsteps approaching. He turns to see Hypno Lord wearing a smart suit and his goggles.

"Welcome Shapeshifter. I suppose you have a lot of questions?" Hypno Lord asks smiling.

He struggles with the restraints. "Why? How?" He asks angrily.

"Simple yet easy to answer. I have always wanted a sidekick, a female preferably, and no matter how many girls I could seduce with my power, none of them fit the bill. I knew if I wanted the perfect companion and sidekick I would need to... make one, design one to my liking. Then I heard you were caught by Invincible Man, and then I controlled the judge to give you a lighter sentence. Then I heard they were constructing the perfect prison cell for you so I went on a little visit to the prison. I hypnotized the warden and the guards to make the room suitable for two, and I hypnotized them to bring two sets of food, two bags of clothes, one with sexy girls clothes the other with male clothes for me. I also programmed them to make me invisible to them, you would be the only one who could see me and talk to me, then I got to work, I learned as much as I could about you and your powers in the first week, so when the female supplies arrived I would be ready. True I had to make you Shemale but hey, beggars can't be choosers, right." He laughs. "I decided to go along with it. I gave little notes to the guards when they picked up our lunch trays who then forwarded the instructions I wrote to others to prepare us for this day. I have some good news for you, you passed, and you are the perfect choice to be my sidekick."

"Fuck you." Shapeshifter says trying to fight out of the bindings.

"Oh you will, you see you are still in my power. Change into the female form you created for me, but keep your male mind." Hypno Lord orders.

"Yes my Lord." Shapeshifter can feel his body changing again back into the female form but he still has his male mind at least.

"Now your problem Shapeshifter is your power is all mentally based. That's why you can't become a full girl it's all in your head and your DNA seems to be, well, male. But after some nice scientists did some research for me we may have a solution." He pulls out a large syringe filled with a strange brown liquid. "This Shapeshifter is a specially constructed chemical compound of stem cells and Estrogen. This will communicate with your body to help you go from male to female easily using your ability of shape shifting mixed with this compound. In theory it should help you create a pussy and internal female organs. Shall we try it?" He says smiling wickedly.

Shapeshifter looks panicked, his heart racing as he fights the binding on the table but it's no use. "No, please don't" He begs.

Hypno Lord smiles then places the syringe needle directly into Shapeshifters already small penis, he screams as he injects it, but soon it's all gone and Shapeshifter's penis seems to be shrinking a little reacting to the strange compound. "Now listen, I want you to imagine your penis and balls retracting, feel them being sucked into your body, your penis is becoming a clitoris. Your body now knows how to do this, the cells in your body are changing, and they now know how to make a female. Feel it, imagine it and do it, believe you can. I order you to do this." Hypno Lord says.

Shapeshifter is sweating profusely as his/her mind goes into overdrive. Feeling the strange substance working its way through his body, he can feel it changing him and he can feel it changing his mind."Yes...my...Lord." He/She screams as his cock shrinks and contracts, his balls go into his body and he feels a void where it once was and he feels it change and he cries knowing his cock is gone and now there is a pussy where his male parts once where.

Hypno Lord goes over and sees Shapeshifter's new pussy, he pokes a finger in and an involuntary moan escapes Shapeshifter's lips. "Well done, you did it. You mastered one of your weaknesses. But I'm afraid I am going to have to create a new one."

"What do you mean? Just leave me alone, let me live in peace." Shapeshifter says.

"I wish I could, but you are my greatest creation and I cannot let that go. Please accept my apologies." He says smiling, Shapeshifter spits into his face, he just wipes it off. "You are forgetting what you originally looked like. I order you to forget your male image, I order you to forget how to become a male." Hypno Lord orders.

Shapeshifter can feel her mind trying to fight this command. "Yes...no...I mustn't...forget" She says fighting it with all her will.

Hypno Lord removes his goggles and looks into Shapeshifter's eyes. "Obey my command, you cannot resist, you can never resist."

Shapeshifter look ahead at nothing fully entranced. "Yes my Lord. I obey." He puts the goggles back on and Shapeshifter snaps out of it, and she thinks and thinks, she can't remember her male image and she can't remember how to become a male again. "No, no stop."

Hypno Lord now undoes the constraints holding Shapeshifter down. "Put yourself in my position, would you stop?" Shapeshifeter hates to admit it, but if the roles were switched she probably wouldn't stop either. "Stand up and don't move." She stands off of the table and stands to attention. Hypno Lord walks off somewhere, Shapeshifter tries to move her naked body but it won't budge, no matter how much she tries to break his command over her. She hears footsteps returning and Hypno Lord is holding something green and scaly in his hands. "Put this on."

"Yes my lord." She says as she takes it off of him. It feels weird, wet and sleek, it's very smooth to the touch and yet the scale design allow it to grip to her touch. She unravels it and it seems to be a body suit of some kind. She places a foot in and forces her leg through. There is no hole for her foot, she puts her foot in and places it on the ground and it seems to grip the floor really well. She puts her other leg in then pulls the suit up, she puts her arms in and her hands going through but her fingers and thumbs on into a glove built into the suit. Hypno Lord goes behind her and seals it up. "Brace yourself." He says and presses something, suddenly the suit sucks in on her, it moulds around her breasts, clings to her hips, she feels it travel up her ass cheeks and she looks down and even her belly button is showing as it has sucked itself in so tightly to her it feels like a skin, even her toes are visible now when they weren't before. "This I had it made especially for you through instructions I sent while in prison, I call it Smart Skin. Don't worry though, it has..." He pushes his fingers into her pussy making her jump. "Holes in all the right places." He laughs and pulls his finger out. "I had to control some scientists to create it but they had plenty of time while we were in prison. Now, imagine a sexy school girl outfit."

"Yes my lord." Suddenly the suit around changes and morphs into a sexy school girl outfit, complete with stockings, shoes the works, even her skin is exposed in places. "How?"

"I said it was Smart Skin, it obeys your mental commands to become whatever you want, it also has some great abilities, run to the wall and try to climb with just your hands and feet."

"Yes my lord." She says, she runs to the wall and jumps onto it with her hands and feet and they stick, they actually stick the wall. She them climbs the wall easily. "How?"

"Part of the design, the feet and hands grip anything, although you don't appear to be wearing it you are in fact always wearing it, you can only take it off by imagining yourself back in the suit then taking it off. You could even take off that school uniform outfit and look naked but you would still be wearing it. Come down." She jumps down and lands on her feet. "You remember the green scale design, now imagine that style in a tube top with straps, fingerless gloves going to your elbow, skin tight pants and matching high heeled boots." She does this and her outfit changes to this, it's the same style as the body suit with the green scales and wet look, the boots match as well as the top and pants, the gloves look the same except for her bare fingers. "Now, I want green nail polish and green makeup on your face." She changes to this, green eyeliner, green eye shadow and green lipstick. Her nails are now a matching green. "Perfect, now, the eyes, close them." She does this. "Now, imagine lizard or snake eyes, how the pupil is straight, how the color surrounding the pupil is multicolored, green, red, orange all different colors. Now change your eyes to that, make them like a lizard or snake." Her eyes seem to tighten a little. "Open them." She does this and Hypno lord takes a step back, her eyes are not human anymore but look like a lizards eyes. He pulls out a small mirror from his inside pocket of his suit and shows her and she looks horrified.

"What are you doing to me?" She asks fighting back the tears.

"I'm making you better. Now, remember when I said that the smart skin bodysuit could only be removed by making yourself wear it again?" She nods. "Well, you don't remember that, you don't remember any of that. You don't think you are wearing it. This image you are now, eyes and all, this is what you think you actually look like now, when you change back to your original self this is what you turn back into."

"No...stop." She says holding her head as these instructions sink in. All her thoughts are being re-written and she can't stop it.

"You still believe yourself to be a lab experiment gone wrong, but you were the victim not the scientist, you killed those involved, you are no longer Shapeshifter, that name means nothing to you, you are now...Chameleon."

She falls to her knees holding her head fighting these instructions. "Stop...you...are...murdering me." She says fighting it; she closes her eyes to help her concentrate. She is trying to hold on to her memories but they are slipping through her fingers as easily as water.

Hypno Lord pulls his cock out and places it under her nose. "Smell this my dear, the more you breathe it the more the feminine side takes over." She breaths in and moans a little. "You want this, the female part in your mind does. She is not Shapeshifter, she is Chameleon, my sidekick and lover and she will stand by my side, forever. Smell it, smell the masculinity. Feel it penetrate your mind awakening Chameleon, your feminine alter ego. Feel her come forward while Shapeshifter disappears."

"I...I...can't...think...can't..." Shapeshifter says as she breaths in the smell of his cock and lets out a moan.

"I'm not murdering you, you are being reborn, I'm making you better, stronger, and I'm making you perfect. You want to be perfect, you want to be stronger, and you want to be reborn."

She breaths in deep again feeling her pussy getting wet, feeling her mind slipping with each breath. "Yes my Lord. I want to be stronger, I want to be reborn."

"Then smell my cock, feel your feminine side return, become Chameleon, become perfect." She breaths in deeper and deeper moaning all the while and then she opens her eyes and stares ahead entranced. "Now, what is your name?"

"My name is Chameleon." She says.

"Good, how did you get your powers?" He asks putting his cock away.

"A lab accident gone wrong my Lord, I killed the scientists who did this to me."

"What sex are you?" He asks smiling, his heart pumping fast.

"I am a woman my Lord."

"Now, you can change your appearance but can you change sex?"

"No my Lord, I can change my appearance into another woman, not a man."

"Were you ever a man?"

"No my Lord. I have always been a woman." Chameleon replies.

"Good, now who am I?"

"You are my Lord and master. I belong to you, mind, body and soul."

Hypno Lord puts his cock away and grabs her hand and pulls her gently to her feet. "Awake my dear."

She blinks a couple of times and sees Hypno Lord and smiles. "Hello my Lord. What are we doing tonight?" She asks seductively.

Hypno Lord smiles and rubs her shoulders. "Well, first of all I think we should have some fun, and then to business as Invincible Man is coming later, I would love to introduce you to him."

Chameleon smiles and leans into Hypno Lord. "Yes my Lord, what fantasy do you want tonight?" She changes into French Maid. "Sexy Maid?" She changes again into a School Girl. "Sexy School girl?"

Her eyes change to human every time she changes and Hypno Lord just strokes her arm. "I want you, your real image."

She changes back into the green outfit and lizard eyes. She looks away embarrassed. "My eyes are hideous."

"No, they are beautiful; don't let anyone tell you any differently." He tells her.

She turns back and smiles and they lean in and start kissing. Soon they break apart and Hypno Lord is undoing his pants and pulling his cock out again. Chameleon knells down and immediately starts to smell his cock. "I love the smell of a man's cock." She says then engulfs it in her mouth. She uses her tongue to stimulate the tip and Hypno Lord groans as she does this. She then starts to cup and massage his balls. He places his hands on her head and forces her head further along his shaft and she starts to gag as he deep throats her. Rather than fight it off, she enjoys it and continues to deep throat him. He pulls it out suddenly to stop himself cumming. Chameleon coughs and smiles despite the tears rolling down her face. "Why stop?"
"Because I want to fuck you back." He says as he rips his shirt off exposing his six pack abs and strong biceps.

Chemeleon following suit stands up and pulls her boots off, then pulling down her tight pants and boots down revealing a pair of matching thong panties, Hypno Lord smiles impressed she thought of adding them without being told. She then pulls up her tube top exposing her DD tits. Hypno Lord wastes no time is cupping them and then lightly pinching her nipples, making her moan in delight. "Stop teasing me." She says giggling.

He then plants his lips back on her as he gently lies her down on the floor, caressing her body as he does this, she also caresses his strong arms as he does this. He pulls away and slowly makes his way down south towards her new pussy. He pulls off the panties and exposing her, her hairless pussy is dripping wet and he can smell her arousal which makes his cock feel harder than before. He then rubs his hand gently on her pussy and puts a finger inside, she groans and wriggles a bit trying to get him to go deeper. He pulls it out and then moves his face towards it. He inhales deeply then starts to eat her out.

Chameleon is taken aback; something just builds up within her as she feels her Master's tongue playing with her pussy and clit. Her whole body convulses and breaks out in goosebumps, the rush of pleasure taking her by surprise. A loud moan escapes her lips as Hypno Lord goes deeper from the sound as it encourages him to go all the way. Her hands reach to her breasts as he works his magic and she starts to tweak and pinch her nipples, another burst of pleasure hits her and her back arches as she moans louder and it echoes around the old warehouse, she licks her lips and lowers her back. "Oh god, that feels so good!" She says as she moans some more, she feels it building and building and a pressure builds between her legs, she can't help it anymore, as her Master's tongue continues to please her, the pressure builds to bursting point and she screams as a massive orgasm strikes, making her back arch again and her body to convulse.

Hypno Lord pulls away smiling as he made her cum. He knows it's the first time her new body has experienced a female orgasm and he is pleased with the results of his oral work, he wipes his face as she squirted as she came on him, he doesn't mind though, it turns him on even more. He looks up at her then starts to climb up to her face. "Are you ready my dear?" He asks.

"Yes, fuck my, make me yours." She says in a pleading voice.

He aligns his now aching member to her pussy and glides it in; again her body reacts as her body writhes with pleasure. Her first penetration into her new pussy is making Hypno Lord so turned on he starts to fuck her, slowly at first then he picks up the pace, making her moan and move her hips around trying to make him go deeper within her. Her pussy contracting on his cock trying to milk making him moan with her as his cock feels tighter to bursting point, but he holds it, he wants her to enjoy the new sensations as he makes her truly a woman. He lifts her ass off the floor and grabs her hips as he thrusts harder and harder making her moan louder again. She starts to play with her breasts again as her body convulses. "I'm gonna cum again my Lord, I can feel it. Cum into me my Lord, fill me with your seed!" He needs no more encouragement as he finally releases and he shoots what feels like a gallon of cum into her new pussy as she cums and orgasms with him. They both collapse onto the floor as they both pant trying to catch their breath. There bodies shine and glisten with sweat as they try to recover from the fucking and pleasure. "Thank you my Lord, that was wonderful."

"Yes it was, you are perfect." In his mind he says "You are truly my greatest creation!"

* * *

Two Hours later:

The reports claim witnesses and local surveillance saw Shapeshifter being brought here to this Warehouse. Invincible Man looks over the area making sure everything looks OK. No guards, no vehicles nearby, nothing. Lights are on in the building but no one seems to be home. He spots a door on the roof that is open a jar and decides that is his point of entry. He pulls out a grapple gun and fires it towards the door then glides towards it. He needs to know what happened to Shapeshifter as he would usually just blend in and runaway, but now he is being brought to a warehouse, for what purpose? He doesn't trust him, he isn't a ruthless criminal, just a nuisance but he has the potential to be worse than he is.

He reaches the door and sees a stairway. He goes down it and ends up on a catwalk along the ceiling of this vast warehouse. The lights show the whole building to be empty except for a table with straps, and a laptop nearby. Happy with not seeing anyone he jumps from the catwalk and falls at least twenty five feet to the bottom and lands on his feet, his suit absorbing most of the shock keeping his legs from breaking. He then smells it, a musky smell. He is confused and realises it's sex smell, someone recently just fucked here. Could it have been a party of some kind for Shapeshifer? It's a possibility but he was a loner, he never worked with anyone and he always did jobs alone. He examines the table but nothing to suggest anyone got hurt, no traces of blood or bodily fluid. He then sees the laptop sitting on a table nearby. He walks to it and he recognises it, he has seen it on a couple of occasions, it looks like Hypno Lord's computer! What does he want with Shapeshifter? Why bring him here to this place? He then sees the file that is open, "Project Chameleon". He clicks it but a password request comes up. "That is not for your eyes." Says a male voice.

Invincible Man turns and sees Hypno Lord with his goggles on. With his back to the computer he plugs in a small USB stick into the computer and walks away from it. "I'm looking for Shapeshifter, where is he?" He says with authority.

Hypno Lord looks confused for a second then smiles. "Oh him, you don't have to worry about him anymore Invincible Man. He is no longer in Delta City. But you may have to worry about...her." He says.

He hears it, something dropping from the ceiling and landing with a loud click like heels of a shoe hitting the floor. Invincible Man turns and sees a woman in green tight pants, tube top and heels on the floor. She is supporting herself on tip toes and finger tips looking at him as an animal looks at its prey with curiosity. He then notices her animal like eyes. "Is this the one you have been telling me about my Lord? The one that disrupts your plans?" She asks with anger in her voice.

"It is. Invincible Man meet Chameleon, Chameleon meet Invincible Man." Hypno Lord says.

He sees her Lizard like attire and sees why she is called that. "I have nothing against you. My beef is with him." He says to her as she walks towards him swaying her hips.

"That's a shame." She says and she suddenly sends a high kick to his face which sends him flying across the room. "As I have beef with you." She says. Invincible Man is shocked by the attack and the strength of it. He gets to his feet staggering a bit. "Oh, did I hit you too hard? I'll go easier on you."

She jumps in the air and lands on his shoulders wrapping her legs around his neck. "Get off of me; I don't want to hurt you!" He says.

"I don't want to hurt you either!" She says as she swings her body around releasing her legs and with the momentum she sends him flying through the air landing on the table with the restraints and breaking it in two. "Doesn't mean I won't!" She says with a grin. He gets up and as he sends a punch in, she grabs his arm and then leans down and sends her heel right into his face, he staggers as she sends another kick into his mid section making a cracking sound that echoes around the warehouse sending him flying to the ground. He tries to get up but ends up spitting out blood onto the floor. He looks at his armour and sees a crack in it and it feels like a rib has broken. "Invincible my ass. How about I..." She then changes into a small teenage school girl. "make it easier for you? Can you fight a little girl? Or do you need someone bigger to fight your battles." She turns back into the fully grown lizard girl and walks towards him. He then throws a flash bang device on to the floor. As her senses come back to her after it went off, she sees he is gone, so is the stick in the computer they failed to notice earlier. "Fuck, I had him!" She says in frustration.

Hypno Lord is checking his computer to make sure it is OK. He deliberately left that file for him to see, it is fake, no information on it at all, but he wants Invincible Man to know he created Chameleon but he won't know how, it will lead him to false information giving him time to plan ahead. "Don't worry my dear. You'll meet him again."

* * *

As Invincible Man checks he is OK, he puts the USB into his main computer console in his base of operations and checks the files. It is a hacking device of his own design, now only copying the file on the computer but allowing him to access Hypno Lord's computer whenever he likes if it's connected to a Wi-Fi server and to access his web cam when ever his computer is on. What concerns him though is his new companion. Another villain with shape shifting ability but can change everything about their appearance including clothing, that ruled out it being Shapeshifter as he could only turn into other men and he couldn't alter clothing as it wasn't organic. Where is Shapeshifter? Did he help Hypno Lord to create this new villain? He has to find out who Chameleon is or Delta City is in real trouble.