Power Babe
					In
				I dream of Gene'ee


Power Babe stood with her arms planted firmly on her hips 
and gave the low-lifes that occupied this seedy bar an 
expression that showed she ment buisness.

Rumor on the street was that someone who worked for the 
infamous Madam Gene was planning to spring her. Since 
Power Babe was the one who put her away, she decided that 
it was Power Babe who should take an interest in this 
case.

"Questioning those smelly old street people actually 
turned out to be worthwhile. Letting those old geezers 
stare at my chest while they answered questions may not 
have gotten me the identity of the person planning the 
break out,  but they did telle he went by the name 'Rif' 
he sometimes hung around the Lee Side bar." 

These thoughts rolled through her mind as she stood in 
the entrance of the Lee Side bar. She looked around at 
the toughs that were scattered around the raw plywood and 
sawdust drinking establishment. Power Babe supressed the 
urge to smikr, she just *knew* they were in awe of her 
new costume!

Power Babe was wearing a white mask that covered only her 
eyes and the bridge of her nose. She could not quite 
figure it out, but for some reason one of these dinky 
masks seemed to hide her secret identity completely!

On her body she had on the tightest, most form fitting, 
white spandex workout suit she could find. It was pretty 
much like a one piece bathing suit, except it came right 
up her front and went around her neck like a painted on 
turtleneck. It did plunge a little low in the back and if 
she did not adjust it every few minutes the crack of her 
round, firm butt cheeks would start to edge out, but that 
was accepted when she saw the look it gave her!

She completed the look with white spike heels that tied 
to her ankles with wrap around straps.

After letting they get a good look at the new super hero 
in town she walked into the dead silent bar. Going right 
up to the bartender she gave him her best 'I'm-dead-
serious-so-don't-mess-with-me-look'. She knew it would 
work on scum like this because she had watched a LOT of 
action films and practiced her 'tough' looks!

She turned around and addressed the rest of the bar, 
"alright listen up. I'm looking for a guy who sometimes 
goes by the name of Rif. Point him out and the rest of 
you won't get hurt!"

The silence that had pervaded the bar turned into stunned 
silence. "Oh BOY!" she gleefully thought to herself, 
"I've really got them going!"

Then suddenly, everyone in the bar bust out laughing! 
Power Babe looked around to see what was funny. After a 
second she realized, "they...there're laughing at me!"

After the laughing died down, one of the uglier thugs 
said "why should we give up Rif to you chikita?"

Power Babe smiled, "we can do this the easy way...or the 
hard way..." She was feeling better now. When they had 
laughed she was not sure what to do, but now that they 
were exchanging all the 'tough guy' phrases she knew just 
what to say!

"Ok super babe" said the talker of the group as he stood 
up.

"Good" she thought, a self satisfied look on her face, 
"they're cooperating..."

"...the hard way!" and with that they rushed her! Power 
Babe was surprised, but did not hesitate for a second! 
Lashing out she kicked the first thug to reach her right 
in the groin! He shrieked and toppled over and she 
counted that one as down AND out!

Before she could recover though they were upon her! Fists 
flew and punches where thrown. While the thugs did 
outnumber her, there're numbers worked against them, she 
could lash out at any target and they were continually 
getting in each others way.

It also helped that half of them were trying to cop a 
feel instead of fighting. One greasy looking guys grabbed 
her full breasts in each hand and started mashing them 
together just before she clocked him right in the jaw. 
While she was busy doing that the guy who had slipped on 
spilt beer reached up between her legs and started pawing 
at her butt!

Power Babe kept punching and kicking, knocking thugs down 
and fending off attempts to rip her costume. Finally, 
after a long struggle the last goon was knocked into the 
litter of goons on the floor. They lay groaning and 
moaning and thought "...is that someone crying?!? What a 
whimp, whoever he is!"

Power Babe leaned back against the bar to catch her 
breath. She was a bit winded, but could not help but 
smile! She had just taken on a bar full of toughs! Her 
smile broadened as she thought "That will teach them to 
mess with Power Babe! The word will spread and pretty 
soon - !"

Just then the bartender, completely forgotten in the heat 
of the scuffle, clamped his right hand around Power 
Babe's face and grabbed her flailing left arm, yanking 
her up and bending her backwards over the bar! 

Power Babe took in a deep breath, preparing to try and 
break his hold and immediately realized she had made a 
big mistake! His right hand had a rag in it and it was 
wet, when she had breathed in her lungs filled with fumes 
and her head immediately started to spin! She had been 
chloraformed!!

She held her breath and started to struggle, but she had 
not gotten any air, her shocked breath had been all 
fumes! Her concentration was slipping and already she 
could feel her strength ebbing away! She kicked and 
squealed and tried to claw the guys eyes out with her 
right hand, but she could not reach him.

Her struggles rapidly became weaker and weaker until she 
was just barely twitching. Her eyes glazed over and 
started to shut even as part of her mind was screaming 
"t-they can't do...this to me ... I am ..... Power ..... 
Bab......."

			 * * * * * * * * * * * * * *

Power Babe climbed back to consiousness, uttering a small 
groan. "I...can't...wait to get...my hands on that damn 
bartender!"

She knew she was lying down on something cold, that she 
recognized a moment later as metal. She tried to get up 
and felt the restraints holding her down and they 
confirmed what she suspected. She was tied up.

Opening her eyes she looked around. All she could see in 
the dim lighting was industrial equipment. Looking down 
her body, past her breasts which blocked most of the 
view, she could see she was tied to some sort of conveyor 
belt.

Her arms were tied up over her head and she gave a few 
experimental tugs to gauge the strength of her bond. They 
felt like some kind of leather cuff. At least they were 
not sawing into her wrists the way a metal restraint 
would.

She took a breath and pulled down as hard as she could, 
trying to break the bonds. Her concentration was 
interupted by a male voice. "So...our little super hero 
is awake. Don't bother babe, you can't break those or the 
ones around your ankles."

Power Babe twisted her head to look at the man coming out 
of the darkness. He was pretty average in build, with 
mousy brown hair. "Not bad looking", she thought 
appraising him without much emotion, "but since he just 
*has* to be the villian, Power Babe is going to have to 
kick his butt!"

He walked stood next to her and gazed down at her with a 
slightly amused look. "Well, you were looking for Rif. 
Now you have found him. Let me ask you...are you here to 
stop me from freeing Madam Gene?"

Power Babe was stunned! He knew what she was here for! 
"Damn" she thought as she tried to cover her obviously 
stunned expression with the confident look she knew a 
hero had to project, "Thats right Rif. You can't get away 
from Power Babe! You might as well give up right now! 
Untie me and I can promise you a fair trial."

Rif just smiled at her and put a small box she had not 
noticed him carrying on the edge of the conveyor belt. 
Holding the top of the lid he said "I need you to tell me 
all you know about my plans."

Power Babe just sneered. She new next to nothing except 
what his name was, but she could not tell him that! Right 
now it was her only card to play. "You don't scare me! I 
took down Madam Gene", inwardly she winced at the memory, 
"it will be a cold day somewhere else before I give in to 
one of her flunkies!"

Rif just smiled, "good for you...". That comment was not 
what she was expecting and she felt a little shiver run 
down her spine as he calmly took out a pair of latex 
gloves from his pocket and put them on. Opening the lid 
to the box her reached in and pulled out a handful of ... 
silly putty?!?

After a second she noticed something odd about the 
'putty', "Wait a minute! That putty is moving!" Before 
she could complete the thought Rif held the things up 
where she could get a better view and said, "I am no 
where near the geneticist that the Madam is so I am 
forced to make do with some of the experiments she left 
at our other facility. These little critters were just a 
quick experiment for her and are actually pretty simple 
lifeforms. They have no intelligence and are pretty much 
single purpose, which you will discover shortly."

Power Babe watched helplessly as he took several of them 
in one hand and plopped them down on her spandex covered 
abdomin. They were each about three or four inches long 
and maybe two inches thick. They were a milky white and 
as she watched they started to move in inchworm fashion. 
They each started heading blindly in whatever direction 
they were 'facing', inching their way out from her belly 
button area.

Rif explained as they both watched the things travel. 
"What they are doing now is seeking flesh. They won't 
react to your spandex, but blindly keep moving trying to 
find something they can act on."

Power Babe tried to struggle and thrash, she did not know 
what these things were going to do, but it could not be 
good! Rocking her body as much as she could within the 
limits of her bond, she just could not get the things to 
fall off! Despite their small size, they clung to her 
like she was not even moving and kept right on inching 
along!

One of the creatures reached her bar shoulder and, 
feeling around for a second, started inching towards her 
arm pit! Power Babe's eyes goggled and she let out a 
"MMPHHH!" when the thing collected in her armpit! "Oh man 
that tickles!", and just as that thought crossed her mind 
she realized the things horrible purpose!

The little beast in her armpit started scraping, pushing 
and rubbing itself across the most sensative part of her 
armpit! It was tickling her!! She could feel the thing 
giving her these soft, yet firm strokes and she glared at 
Rif who just stood there smiling broadly now that he knew 
that she knew what she was in store for!

Power Babe squirmed and kept trying to throw the thing 
off! She knew she was putting on quite a show for him, 
but she had to get these things off her before-!

Another of the creepers had found her other armpit and 
was nestling in and starting to stroke her other armpit! 
The added sensation was too much for her to hold back and 
she let out a shriek of laughter!

Rif looked down at her closly and whispered "oh look, the 
other two seemed to have found an area lower..."

Despite her increasingly frantic struggles and her peals 
of laughter she craned her neck for a second in time to 
see the remaining three crawlers find the edge of her 
costume, just over her hip line. They touched the skin 
and even those tiny touches made her jerk and squeel 
anew!

After a moment they pushed themselves under her outfit 
and started moving across her hips bone area! Power Babe 
lost it completely! She screamed, laughed and yelled 
"Noooo! P-p-pleeeeeese stop!"

Her frantic cries were ignored as Rif stared at the 
bulges the things made in her costume as they travel 
towards her stomach area. Once they got there, they each 
took up residence in a seperate area on her stomach and 
started stroking and wiggling!

Power Babe went out of her mind! She howled and shrieked 
and thrashed in her bonds! She could not do anything to 
stop the things and they were slowly but surely driving 
her crazy!

The tickling continued non stop and between bouts of 
belly wrenching laughter she could feel herself getting 
wet! She could not tell if it was just the tickling that 
was doing it to her or if the changes to her genetic 
structure that had been done against her will by Madam 
Gene, but her gasps for mercy were being punctuated more 
and more by grunts and groans that were of a more primal 
origin!

After an eternity Power Babe could only groan, gasp and 
move weakly. She was covered in sweat and her pussy was 
throbbing. She could just barely gasp out "...talk...I'll 
talk..."

Rif let it go on for a minute or two more before pulling 
a knife out of his pocket and cutting open her costume 
from neck to crotch! He picked the little things up 
again, being careful to keep them on the latex covered 
portions of his hands and placed them back into the box 
sealing it.

Putting the knife and the box away he looked into Power 
Babes exhausted face and said "ok babe, spill what you 
know or I will dump the whole box of them on you and walk 
away."

Despite her fatigue Power Babe's eyes opened in teror! 
She would die if he left her here with more of those 
things! "I-I don't know anything! I just heard that 
someone was going to break Madam Gene out! I did'nt even 
know she had an asssistant!"

Even as she spilled her guts she hated herself for it! 
Super heroes were supposed to be tough and she had 
collapsed just from the threat of tickling! "Then again" 
she thought "holding on to that little information is NOT 
worth going through that again! Now that he knows I know 
nothing he will have to let me go!"

Rif reached down under the conveyor belt again and came 
up with a weird looking set of ... panties? Then she 
noticed that the panties were actually made of a hard 
black plastic. She could see that they had some sort of 
tiny eletronic LCD and key pad on front, but what caused 
her to gasp out loud was the dildo and butt plug that 
rose up from the inside of the things!

"What are you doing?! I don't know anything! You are 
supposed to let me go now!". Rif smiled at the helpless 
heroine. "Where do you get your delusions? I don't want 
you coming after me later. Besides I don't even want to 
think about what the Madam would do to me if I had the 
opportunity to finish you off and did'nt take it!"

As he spoke he opened the panties using a lock and hinge 
that were built into the sides of the panties roughly 
even with where they would go around the outside hip 
area.

He slid the panties around her waist, carefully inserting 
the dildo and plug as he went. Power Babe struggled as 
best she could but the tickling had left her drained and 
she just did not have any leverage. Rif just chuckled and 
said, "this would be a lot harder if you were'nt so wet!"

Once Rif got them onto her and in place, he shut and 
locked the panties, pulling the plug and dildo deep into 
her! Power Babe groaned as the invasion gave her a surge 
of pleasure.

Power Babe could feel the fullness inside her as she 
glared at Rif. "You know I will get you for this! You 
can't *do* this to me! I'm a super hero!"

Finishing some quick typed commands on the tiny keyboard 
set into the front of the form-fitting panties, Rif 
smiled and looked up at her. "Let me explain things and 
then I will be going."

Rif reached forward and took hold of Power Babe's breasts 
and began flicking the nipples as he spoke. Her nipples 
immediately became hard and the flicking was sending 
jolts of pleasure shooting through her. Power Babe grit 
her teeth to deny him the the satisfaction of any sounds 
and tried to concentrate on what he was saying.

"The inserts in the panties are programmed to start at a 
low buzz and work there way up in strength, right up to 
what field test subjects refered to as 'deliciously 
intense', then to come back down. Of course I programmed 
them with an endless loop, so the cycle will go on and 
on."

"Now the conveyor belt you are on ends in a metal 
shredder. I have wired the belts controls into the 
signals that the panties transmit. Each time you cum the 
belt will move you down a few feet. Now this belt is 
about 80 yards long so you should have a grand time 
before you get to the shredder. Although I am guessing 
that before you get halfway you will be cumming 
continuously. All in all you won't be, shall I say 
'suffering', for too long!"

Power Babe glared daggers at him. She wanted nothing more 
then to get her hands around his neck and choke that smug 
expression right off his face! Ignoring her Rif tapped a 
single key on the keypad and the dildo and plug within 
her buzzed to life!"

"I wish I could hang around and watch, but I have crimes 
to plan." Reaching out he grabbed Power Babes full 
breasts in his hands and starting squeezing them roughly.

"Could you do me a favor and cum once before I go? Just 
for me....?" Power Babe grit her teeth and tried to give 
him what she hoped was one of those bone chilling looks 
that a hero gives a villian to let him know he is in deep 
trouble!

Rif just smiled and continued mashing and groping her 
breasts until her glare turned into a grimace. The 
vibrations in her pussy and ass where getting to her. Her 
pussy was getting wet and she could feel the tingling of 
an orgasm beginning!

Finally, with Rif's grinning face staring at hers she let 
out a small "ahhhh..." and despite her best efforts to 
remain still, her hips started giving little involentary 
movments!

Rif smiled and pinched her nipples hard, shooting bolts 
of pleasure right through her! "Don't make-ahhh-it harder 
on-ooooohhhh-yourself Rif! I will get-AH!-out of this 
and-GRUNT-and it will go that much-AH AH AH AH-w-worse 
for you!"

Power Babe was desperately trying to reason with the 
criminal, even as her hips started thrusting and jerking 
hard! The twin plugging she was forced to endure along 
with the double vibration deep within her was breaking 
down her ability to resist fast! 

Rif kept up his molestation of her breasts and smiled 
wider "come on big tough super hero" he taunted quietly 
"cum for me...!" With that he twisted her nipples hard 
and the pleasure shot right from her nipples to her 
groin! At the same time the panties increased the 
vibration in her twin invaders, the contouring of which 
placed base of the dildo hard up against her throbbing 
clit!

"Noooo!" she moaned, fighting with all her will to hold 
off the wonderful orgasm that her body was forcing upon 
her! Lost in a world of pleasure she could only feel Rifs 
hands sqeezing her nipples, crushing her breasts. That 
and the taunting voice that was softly chanting 
"cum...cum...cum...cum"!

It was all to much! Power Babe's body lifted to the limit 
of her restaints as her hips jerked forward trying to 
fuck the dildo and plug deeper into her! She came and 
came hard! All the tension of the previous tickling and 
the insistent vibrations of the panties driving her to a 
gut wrenching orgasm!

"AAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!!!!!!!!!"

After long moments, Power Babe's consious mind started to 
function again and she saw Rif, holding the box from 
before and a few tools. Looking deep into her eyes he 
said "You know, you really are beautiful... Goodbye Power 
Babe."

With that he turned and walked out, leaving her there 
with the quietly buzzing plugs buried in her. Already she 
could feel them starting to climb in power as she looked 
around and realised that she had cum so hard she had not 
even noticed that the conveyor belt had moved her a few 
feet closer to the working metal shredder!

			* * * * * * * * * * * * * * * *

Power Babe was left alone in the near darkness. With no 
distractions and no added sensation to her breasts, Power 
Babe resisted the first cycle of the powered panties 
attached to her.

As the things inserted into her calmed back down to a 
maddening hum they left her flushed, sweating and right 
on the edge of orgasm. She knew there was no way she was 
going to ride out another cycle! She had to get out of 
this now!

She carefully pulled, twisted and jiggled each cuff to 
see if there was some way she could rub them against the 
conveyor belt. As she tested them the vibrators inside 
her started to cycle up again and her concentration was 
shot as another massive orgasm racked her body!

Time passed and the conveyor belt kept lurching forward. 
Power Babe was near delerious half the time as the 
vibrators working at her were either working her up to a 
mind destroying orgasm or giving her one. Worse, even 
though she was exhausted beyond belief, each orgasm just 
seemed to hyper sensatize her, making subsequent ones 
harder and harder to resist!

During a brief, lucid moment, Power Babe realized that 
she was half way down the conveyor belt! "..g-gotta get 
... out of this..." she groaned out loud just before the 
dildos claimed her mind and wracked her body with another 
orgasm!

Time passed in a haze of spasm and pleasure as the 
panties relentless churned away her will to resist. Not 
giving in to defeat, Power Babe kept trying to saw at her 
bonds in between glances at the every nearer metal 
shredder.

				* * * * * * * * * * * *

Power babe groaned. Her throat was hoarse from screaming 
in pleasure and she was sore from her crotch to her ass. 
She stirred and looked through her sweat matted hair, 
trying to figure out where she was.

After a minute she realized that she was not on the 
conveyor belt anymore. It took another minute of looking 
numbly at her wrists before she recognized the remains of 
leather cuffs. "must have sawed through them and rolled 
off the belt before I was ripped to shreds..."

The next thing she noticed was the that the panties were 
still on her although they seemed inactive. She felt for 
the latches on the side and opened them with shakey 
fingers, pulling the panties off and out of her with an 
audible 'pop'!

"oooohhh...god" she groaned out loud, "I will never cum 
again!" she silently vowed.

One thing she did notice was that whatever Madam Gene had 
done to her ability to heal, she was feeling better after 
just a few moments. She was still dog tired, but all 
things considered she would only need a nights rest and 
then she could give Rif the payback he so richly 
deserved!

Tottering to her feet, she staggered out of the warehouse 
in her ruined costume, heading for her motorcycle.

				* * * * * * * * * * * * * *

Power Babe shifted around on top of a canvas covered pile 
of crates. She had received a tip that someone meeting 
Rif's description was going to try and steal some 
specialized equipment. Since Tonori I/E was the most 
logical choice as an source for the stuff she had broken 
in and set up a stakeout. It was a bit of a gamble, but 
if it worked out, she would have him cold!

After having been in the same spot for two hours, bored 
out of her mind, she decided to change locations from 
which to watch for her soon-to-be-nabbed criminal when 
she heard some shuffling. She froze and tried to pinpoint 
the sound. It was coming from the back of the cavernous 
room, somewhere off to her left.

Power Babe climbed down and angled towards the sound, 
peering around piles of crates and equipment at each turn 
until she found the source of the noise.

At an open rear loading dock door was a bizaire sight. 
There was Rif again, just an average looking, kind of 
skinny guy in jeans and a T shirt facing a van parked at 
the open door. He seemed to be quietly directing the 
loading of the van with what could only be stolen 
equipment.

What turned the otherwise ordinary theft into a moment of 
pause was *what* was doing the loading. Pieces of 
equipment were being ferryed into the van by what could 
only be described as a grey... blob. 'No' she thought 
after a moment of observation, 'blobS'. There are at 
least three seperate...things doing the work'.

Power Babe took the sceane in for a minute. "Those things 
must be servents or henchmen of some kind. Figures a 
loser like him would'nt be able to afford real thugs! 
Well, blobs or no blobs, he has to be stopped! Besides if 
I can handle those toughs from the bar, I sure can handle 
some geek turned thief!"

Moving silently out into the aisle Power Babe took a 
moment to set her pose. It was important to make a strong 
first impression on criminals, let them know who they 
were dealing with!

Standing out in the middle of the aisle Power Babe put 
her fists on her well shapeded hips, speading her feet 
out and planting them firmly in her 'real hero pose'.

She stood that way for a second or two. The guy seemed 
engrossed in what he was doing. She did notice that 
periodically he leaned over and whispered something to 
the blobs. She could not make out what he was saying, but 
it was clear that he was ordering them verbally. "Wonder 
if they are intelligent? Don't matter...won't save him 
either way..." she mused.

Finally getting a little fed up with not being noticed 
she said "Out a little late, aren't we?" Her voice seemed 
loud to her, but it was only because of the quiet 
stillness of the warehouse.

He jerked his head around at the sound of her voice. He 
was so startled in fact that his round glasses almost 
fell off his face. He managed to catch them and 
straighten them, finally focusing on her.

"Oh wow! Power Babe! I thought you'd be dead by now!"

"Thats odd, he does not seem scared at all? Well there is 
no bartender with chloroform to save him now!" she 
thought. She let him stare for a long moment. She knew 
she was a knockout and the new costume she had on to 
replace the one *he* ruined was designed with both 
function and form in mind.

She was covered from brow to toes in a form fitting, neo-
spandex body suit of straight black. The suit covered her 
completely, except for her eyes, mouth, nose and the top 
of her head, which allowed her long blonde hair to spill 
down her back.

Over her feet she had black, knee high spike heeled boots 
that at first looked like they would  be impossible to 
walk in. Power Babe had learned that they not only looked 
good, but the heel came in handy in marital arts! Took a 
bit of practice, but she knew she was that good!

Two other items completed her 'look'. A cloak that came 
down to the back of her knees and a flat black 'utility 
belt' that hung low and loose around her hips.

"You may have caught me off guard last time, but I'm on 
to you now loser! This is your last free night!" She 
spoke in her best authoratarian voice, a voice she knew 
struck fear in the heart of any cowardly villian.

"Oh well, no not exactly. I have a lot of work to do and 
I really can't afford to be detained."

Turning toward the nearest blob he said "alpha - defend" 
and started to move towards the bay door.

"Not so fast" Power Babe said as she moved to catch up to 
him. She gave the blob as wide a birth as was possbile 
given the space of the aisle. Suddenly the blob flowed 
sideways fast in one large amorphous mass, slapping her 
right in the neck and face.

She tumbled backwards and rolled onto her feet. The blow 
hadnt hurt her, it was a lot like getting hit hard by a 
large, firm pillow. But it did pack a good amount of 
strength! She had rolled back a good six feet before 
acrobatically getting back to her feet.

She rushed forward again. She had to catch this creep 
before he could get away and he was already in the back 
of the van, shoving the last piece of stolen equipment 
in.

When she reached what she calculated was 'arms length' 
for the blob she lept up and did a flip, hurling herself 
up and over the thing! Generally she avoided gymnastics 
like this, her large chest made her feel a little 
undignified, but when circumstances called for it Power 
Babe rose to the challenge!

That thought crossed her mind as the blob lashed out with 
two thin tendrils, tripping her just as she lept, causing 
her to fall into a stack of crates. She managed to get 
her arms up just in time to prevent any serious injury 
but her impact dumped her back down to the ground, 
pulling several crates and boxes down on top of her!

"Damm! That stupid blob is making me look bad!" Shoving 
at the boxes and flipping the crates took her a few 
seconds. When she looked towards the loading bay door she 
saw that the equipment had been shoved into the van and 
the thief was leaning towards the blob that had tripped 
her. He seemed to be talking to it, but his voice was too 
hushed for her to pick out what was said.

Realizing that the blob between her and the thief was too 
much of an unknown, she reached into her utility belt and 
pulled out a golf ball sized, industrial ball bearing. It 
was a perfectly round, 2" sphere of high tensile steel. 
Normally used in commerical machinery, Power Babe put 
them to  better use!

"Fortunatly I not only redesigned my costume, but also my 
equipment...". With that thought she cocked her arm back 
she let go with a well practiced, fast-ball style throw! 
The sphere sailed hard and true, catching the guy in the 
side of the head. His glasses went flying and he un-
gracefully flopped back into the bed of the van!
	
"Gotta get to that van now! That shot won't stop him for 
long...". With that thought Power Babe moved towards the 
van, keeping an eye on the blob. Ready to dodge or strike 
she moved towards the thing. Strangely though it did not 
react instantly the way it had before.

Taking a chance, she rushed past the thing and towards 
the back of the van. As she moved, a second blob inside 
the van flowed to the back of the vehicle and extended 
itself from the floor up towards the rope that connected 
to the rear door. Wrapping itself around the rope it 
contracted its body sharply, slamming the door just as 
she arrived.

Quickly she reached for the outside handle and gave it a 
jerk! 'Locked! Dammit, I had better...'. Just then she 
felt a sharp tug at her cloak. The cloak, affixed to her 
cowl, pulled her off balance, causing her to teeter 
backwards.

Glancing over her shoulder as the pulling continued she 
saw that it was that DAMM blob again! It had grabbed her 
cloak and was oozing back into the warehouse! For a 
several seconds she engaged in a tug of war with the 
thing. Unfortunately she had no leverage and had to give 
ground repeatedly as it pulled her backwards towards the 
center aisle.

Finally, she cut her losses. Pulling the clasp that kept 
her cloak attached to her cowl, she let the thing have 
it! She lurched forward a bit, but was prepared. The blob 
on the other hand was not, it pratically flew into the 
crate beyond, slamming into it with an soft THUD!

'Probably didnt do it any real damage, but it was FUN 
just the same' she thought, a vindictive smile painting 
her face.

She took a step towards her cloak, but the blob had 
reacted quicker and was already flowing onto of it. It 
stopped directly on top of it and started to undulate in 
place. A second later she heard a ripping of cloth. The 
cloak was getting pulled under the thing and being shot 
out the sides as tiny pieces!

"YOU are getting to be a pain in the butt! Guess its time 
for Power Babe to take you out!!"

With that, Power Babe stepped forward and launched a 
hard, punt-style kick right into the blobs center! There 
was an audible 'whoomp' as she connected dead center of 
its mass. The blob lurched a bit, but most of the force 
just caused the blob to distort and wrap around her leg 
just above the knee!

'LEGGO!' she yelled as she hopped on her left foot to 
keep her balance as the blob kept its firm grip on her 
right one. Then she felt the thing start to ooze into the 
top of her boot!

Hopping back and forth she tried to pull her leg free, 
but the suction power the blob was excerting held her 
fast. More and more of the blob flowed into her knee high 
right boot until she heard the seam start to give.

The seam on the boot split the rest of the way and Power 
Babe fell backwards onto her butt. Instead of trying to 
get up she just crab-walked backwards a few feet as 
quickly as she could to get out of reach of the thing.

Once she was away she stood up on her right foot and 
hopped a bit pulling the other boot off. Standing 
barefoot she tossed her useless left boot to the side and 
turned towards the thing - 

"Its gone! That thing moves as quietly as ME! But where 
did it go?"

Looking all around she could see no trace of the thing. 
She could not hear it either, but that was not 
surprising. Her whole struggle with the thing had been in 
complete silence.

Turning to move off to the left, Power Babe smiled a grim 
smile.
"Well, if it wants to play in the SHADOWS thats just fine 
with me! Nobody can compare to Power Ba-!"

Her train of thought was interupted as she felt a jerk on 
her the back of her utility belt! Suddenly she was being 
hoisted up into the air like a sack of potatoes! The blob 
had gotten to the top of a stack of crates and was 
suspended rope-like across the aisle!

	"HEY! Leggo!" Power Babe twisted and turned, but 
once her feet left the ground she had no leverage. With a 
sudden heave, the thing contracted and pulled her up, 
another two feet off the ground!

	Reacting without thinking, she hit the release on 
the belt's buckle and fell heavily to the floor. As she 
fell she heard a rip of fabric and felt cool air on her 
back!

	Looking back up from the ground she could see the 
thing, holding her utility belt and a large piece of 
cloth torn from the back of her costume! As she watched 
the blob retracted to the top of one of the stacks. Then 
she heard more fabric ripping and knew that the thing was 
destroying the piece of costume and her utility belt!

'Damm! Thats going to be expensive to replace!' she 
thought angrily.

Moving off toward another aisle she tried to put distance 
between her and the thing. She needed a moment to plan a 
strategy on how to deal with the monster!

Circling around she moved off towards another section of 
the warehouse that was dominated by rows and rows of 
shelves, covered with small boxes and parts.

Putting her back to one row of shelves she listened 
intently. She could not hear a thing, but she knew that 
did not mean much. 'How the heck do I deal with something 
I can't just punch or kick? Maybe if I - '

Her thoughts were interupted once again as she suddenly 
felt the blob ooze around her body from between the 
shelves. Before she could react the thing had engulfed 
her body from knee to shoulder!

She started to shove forward, trying to get some leverage 
so that she could pull free. As she struggled and grunted 
she heard fabric ripping sounds, she could feel her 
costume being torn. The seams were popping all over and 
she could feel it being pulled away from her body!

'Cut it OUT! Lemme go you stupid beast!'

Just then she felt most of her costume break free! Only 
her boots, cowl and the parts of her costume on her 
forearms and shins remained. She had on panties and a bra 
under her outfit, but they were skimpy so as not to show 
under her spandex, and lingerie was not going to be much 
protection!

She felt the blob shifting around a bit and knew it was 
up to something. Then she felt herself shifted a few 
inches off the floor. As her feet left the ground she 
lost most of her leverage. Additionally the thing had 
shifted its mass to her wrists and knees, pulling her 
into a partially spread eagle pose!

She continued to struggle and then froze. She felt 
something moving at the center of her back and then 
suddenly all the material at the back of her bra broke! 
With that her mind 'clicked', she knew with dread 
certainty what the things fiendish purpose was! Power 
Babe broke into even greater struggles! She HAD to get 
away and NOW! 

As she struggled she could feel the blob shifting its 
mass again. She could felt it flow around her sides and 
onto her breasts, gently pushing the remains of her bra 
out of the way. Power Babe felt a chill run up her spine 
as it formed up around her chest.

Once done the thing proceeded to contract and release, 
squeezing her breasts, then flattening them. As it 
continued she could feel her nipples harden in responce, 
against her will! She grit her teeth and continued 
struggling. "Theres no way I am going to let this reject 
from a horror film get the best of me! Just wish my 
breasts were not so sensative!"

The near silent struggle continued, broken only by the 
occasional grunt from Power Babe. She tried wiggling her 
chest back and forth to throw the thing off balance, but 
it was too well anchored. 

"Maybe if I put all my strength into one arm..." 
Concentrating on pulling as hard as she could with her 
right arm she succeeded in pulling away slowly. Whether 
the creature sensed this or not, she could not tell, but 
the motion of her breasts took on a quicker pace. The 
added sensation distracted her and her arm snapped back 
against the shelving.

Getting a little frantic Power Babe tried again, it was 
tiring her, but she had to get away! Concentrating on 
pulling away again she failed to notice the long tendril 
that had formed and was making its way across her left 
side and down her stomach. When it reached the top of her 
black panty it slid under it and started to collect, 
causing the panties to bulge out in front.

Power Babe felt her panties tightening, looked down and 
gasped! Blind panic took her and she started wiggling 
anew, desperately trying to move her hips in an attempt 
to throw the thing off! She could feel it slowing 
building up just over the top of her mound, causing her 
panties to be pulled into the crack of her ass!

She threw her head back and yelled 'HEEEEELLLPPP!', 
throwing away all dignity, but it was no use. She knew no 
one was around or could hear her in here! Then it 
happened, the thing started to flow down over the top of 
her pussy and into her!

Worse, its motion dragged right across her clit! She drew 
a ragged breath and tried to collect her wits! All the 
manipulation of her breasts had caused her to get wet and 
the thing was slipping into her without any problem!

Sliding into her it stopped for a split second and Power 
Babe held her breath. 'Maybe its over...maybe its...oohhh 
noooo!' She arched her back as the thing started to slide 
in and out of her, the angle of it causing it to rub hard 
against her clit with each motion!

The blob started to manipulate her breasts and plunge 
into her pussy with almost mechanical persistence. At 
first she just gritted teeth and endured, determined not 
to let this thing win!. Unnoticed by her, the silence was 
starting to get punctuated by the occasional grunt, wrung 
from her by the thing assaulting her body.

Steadily the thing built her up to an orgasm, an orgasm 
she knew she had to resist. If she gave in the thing 
would have dominated her and there was no WAY that SHE 
was going to get beat by this thing!

Just then a noise that was half sigh, half whimper 
escaped her! Damm, she had to do something! This thing 
was getting to her! She had to do something and NOW!

She began to struggle harder! Maybe she could'nt pull 
free from the thing directly, but she had to be able to 
wear it out! Nobody, or in this case no thing, was going 
to out endure her!

Power Babe started pulling at the parts that held her 
arms and legs, while thrashing about as much as possible. 
The movements caused her breasts to slide back and forth, 
adding additional stimulation to the molestations the 
blob was commiting, but it could not be helped!

Second ticked by and Power Babe struggled harder. The 
continued rubbing of her clit, along with the increasing 
assault on her breasts was starting to getting her 
hotter! And...it felt like the part thrusting in and out 
of her soaked pussy was getting larger! The thing must be 
flowing more of itself into her!!

That realization caused her to panic and her struggles 
took on a frantic pace! She threw her hips back and forth 
in a futile attempt to dislodge the thing, but it 
continuing to saw at her will! Panting and grunting she 
moved closer and closer to an unwanted climax!

"This thing is getting me so hot, s-so close...g-gotta 
keep my mind off it! Figure a way out o-of this before-
before it makes me climax!"

The blob continued to pulse and thrust at Power Babe's 
body. Each movement became a test of will as the thing 
steadily built her right up to the edge of orgasm! Power 
Babe grit her teeth and screwed her eyes shut, every 
fiber of her being was concentrated on denying this thing 
and what it was doing to her.

"T-Theres no w-way youre goi-AHHH, going to g-get t-to 
HUHHH, me you sonofabitch! I'm P-Power Babe and - !!!"

Just when she thought things could not get worse, they 
did. The blob started putting in even more effort. Power 
Babes whole body started to bounce up and down in 
reaction to the things powerful thrusts! Each push moved 
her up a few inches and each time she fell back, her clit 
came down HARD on the part of the thing buried deep in 
her crotch!

This added sensation quickly broke down the stubborn 
resistence she had been putting up! It was all to much 
for her, she was spiriling higher and higher towards a 
mind shattering orgasm! An orgasm that she knew would be 
more powerful then she could possibily stand and could do 
nothing to stop!

When she could not stand it anymore, just as she was on 
the cusp and staring down into the abyss, the blob 
engulfed her breasts completely, making sure every square 
inch was covered completely! Then it started a furious, 
up and down jerk that vibrated her breasts 
uncontrollablly!

Simultaneously, it thrust deep into ther pussy, bottoming 
out at her cervix! It then kept its length jammed up in 
her and started undulate itself! A wiggling, vibrating, 
twisting movement that took Power Babes pleasure soaked, 
near delerious mind and blew it completely away!!

Power Babes eyes opened unnaturally wide and evey muscle 
in her body was clenched tight as her orgasm ripped 
through her! She felt her mind slipping as it tried to 
deny the rush of pleasure signals that threatened to 
overwhelm all else!

"AAAAAAHHHHHHHHAAHAHAHAHHHAHHHHAAAAAAHHHHHH!!!"

Her screams echo through the dark warehouse, filling the 
space for what seemed like an enternity. Finally her 
voice broke and her screams fell to sobs as she came down 
off the wave of pleasure that consumed her.

She drew a few ragged breaths and tried to clear her 
pleasure soaked wits. As she regained her senses she 
noticed the the thing seemed to have loosened its grip on 
her. 

"If I can just pull hard enough..." She put what strength 
she had left in pulling first her right and then left 
arms free. With the leverage that gained her she managed 
to pull herself completely free of the thing and collapse 
to the floor.

Looking up at it she could see it, oozed out over the 
shelves it had been using to anchor her. Strangley it 
seemed to be idle, only the occasional tremor showing 
that is was something other then some big blob of plastic 
goo.

Power Babe stood up on shakey legs and took in her 
costume. Except for the mask and her boots, it was a 
total disaster. Just then she heard a noise and looked 
back to the blob in panic. It was starting to ooze 
towards her again!

"G-guess there's n-nothing more I can acomplish h-
here!!". With that rationalized thought she took off down 
the aisle in her tattered costume, breast heaving and 
wettness leaking down her thighs. She reached the rope 
she had left attached to one of the warehouse skylights 
and made her escape.

				* * * * * * * * * * *

"Details are sketchy at the moment", Power Babe turned up 
the volume and smirked as the reporter spoke, details 
were always sketchy with these guys.

"What is known is that at 3 PM, at the federal holding 
facility you see behind me, the infamous criminal known 
as Madam Gene was set free by what is believed to be an 
acompliss or acomplisses of hers, plus what eyewitnessess 
are describing as 'a host of monsters'."

"Police will only confirm that Madam Gene was indeed 
broken out and that there was outside help involved. They 
also assure us that Madam Gene will be back in custody 
soon and that every effort is being made to track her 
down"

"During her incarceration Madam Gene is reported to have 
continually boasted about how she would never see trial 
and how it was only a matter of time before she was free 
to inflict her vengence upon America's favorite hero, 
Power Babe."

"Right now this reporter, and all America, wonders if 
Power Babe will be able to repeat her success in bringing 
this dangerous woman to justice or if, perhaps, Madam 
Gene may prove to canny...even for her."

Power Babe clicked off the TV in disgust! "To canny for 
Power Babe?! Who is that reporter kidding? I may have 
been a little green going into this, but I'm a real pro 
now! I'm not the one who went to jail moaning and 
pregnant at the hands of my own monster!"

Power Babe stalked over to her closer and opened it up. 
"Lets see...which costume will look best for the 
reporters when I capture this brunette bimbo?"

				* * * * * * * * * * * *

Rif looked fearfully down into the holding tanks. The 
things the Madam had force grown made even him nervous.

"Madam...Madam, don't you think we should destroy these 
and use what we know to build something ... different? 
Perhaps something a bit more docile...." Rif's voice 
trailed off as Madam Gene whirled to face him.

When Rif masterminded the plan to spring her, he had no 
idea that her pregnancy at the hands of her monster had 
warped her mind! He looked into the beautiful, angry face 
he loved so and tried to find the words that would reach 
her. The thing she had created was just to dangerous!

Before he could speak Madam Gene snarled "Do you KNOW 
what its like to give birth to an abomination? DO YOU?! 
It HURT like HELL!! Where it not for my brilliance and my 
skills as a geneticist my perfect body would have been 
perminently ruined!"

"But Madam, you were not ruined and after your latest 
genetic changes you are even more attractive..." Rif's 
voice trailed off again. He could tell he wasn't reaching 
her. Decideing that silence was the better part of valor, 
he stood there and waited meakly.

"When I let my creation loose on the city everyone will 
know it was I who did it! Power Babe will feel compeled 
to stop it and she will be violated as I was and ruined! 
Then the world will know who is the better woman!!"

"Enough of this! Did you hire those guards? Good, now go 
see about letting word of our location leak to a few of 
our less trustworthy clientelle. I want Power Bitch to 
find us! By the time she gets here I will have made 
several modifications I want to introduce..."

Rif left to do what was ordered, taking a long look at 
the Madam's gorgeous body clad only in a white thong 
bikini and lab coat. Swallowing his rising lust he went 
out, closing the door as Madam Gene started her work.

				* * * * * * * * * * * 

Power Babe parked her motorcycle in the alley across the 
way from the bricked up building her informant had told 
her was where Madam Gene was hiding out. The snitch had 
also said that someone fitting Rif's description had been 
hiring a bunch of muscle for some short time guard work. 
Because of that, Power Babe had come up with what she 
*knew* was a clever plan!

"Boy I'm good!" she thought. "The Madam has not been at 
liberty for more then a few days and already I have her 
cornered!" Leaning forward she checked the disguise she 
had on in her bikes rear view mirror.

Power Babe was dressed in red spike heels, tight red hot 
pants that barely covered the cheeks of her ass and a 
white tee shirt that was knotted under her larege, firm, 
bra-less breasts. Topping it off was a red baseball cap 
that read 'Speedy Pizza'.

Power Babe adjusted her hair under the cap, moving the 
pig tails she had tied in her hair to complete her 
disguise as a air-headed college kid. Picking up the 
pizza box she had brought along from the back of her 
bike, she minced towards the steel door that looked to be 
the only entrance to the building and knocked.

"Pizza" she called out, trying to sound bored and 
uninterested.

A tiny shuttered window built into the door opened and 
closed quickly. After a moment the door swung open to 
reveal a large man in fatigue pants and a tight black tee 
shirt that outlined an array of muscles.

Power Babe smiled sweety and held the pizza box just 
below her breasts, deliberately lifting them slightly. 
"Lets see you send *me* away" she thought as she smiled 
innocently at the hired muscle.

"OH ..ah ...pizza, must have been one of the other guys. 
Come on in cutie" He stepped aside and let her walk in. 
She wanted to punch his lights out for staring at her 
jugs and calling her 'cutie', but she wanted this quiet 
to preserve the element of surprise.

The room was pretty plain, just crumbling white plaster, 
a single old desk and a door on the opposite wall. 
Putting the pizza box down on the desk she got ready to 
snake her hand in and pull out the hypo she had secreted 
in it, when the goon grabbed her wrist and turned her 
around.

"Whhoooeeee...you sure are a pretty thing! Whats your 
name honey-bunch?"

Power Babe disengaged her hand and had to step back as 
the guy moved right up to her. "Damn!" she thought while 
keeping a vacant smile on her face, "now hes between me 
and the box! Gotta keep him talking till I can get it..."

"I'm Cindy." She said as she clasped her hands behind her 
back, thrust out her chest and gave what she hope was a 
shy look.

"Well Cindy, how would like to have some fun with a 
*real* man?" As he spoke he took Power Babe into his arms 
and pulled her up against his chest. "Damnit! Gotta keep 
playing along..."

Pushing her breasts into his chest and smiling sweetly at 
him, she snaked her arms around his waist and tried to 
reach out and snag the pizza box that was just out of 
reach!

"Well Cindy, your just about the prettiest thing I have 
seen in a long time...". His hands moved to the cheeks of 
her ass and started groping and molding them. She could 
feel him growing hard as he leared down at her.

"Almost ... I can almost reach it! If this guy was not 
such a lummox I could make him back up-shit!" Her 
thoughts were interupted by the guy  takeing one hand off 
her butt and moving it to her breast, squeezing the 
heavy, firm globe as he slobbered on her neck!

To make matters worse, the door leading to the interior 
of building opened to reveal another fatigue panted lump 
of hired muscle. The guys eyes opened wide and he let out 
a low whistle. The first guy smiled at him while his 
hands kept groping her, "This here's Cindy. She's a real 
party girl, ain't ya honey?"

Power Babe smiled yet again while her mind raced "I have 
*got* to get that hypo!" She started kissing the first 
guy's chest, hoping that the other one would go away, but 
then she felt another hardon pressed up against her ass! 
She was sandwiched between them and their hands were 
everywhere!

She tried reaching for the box again and could just touch 
it with the tips of her fingers when the the two men both 
reached under her clothing! The guy behind her went under 
her shirt and started lifting and jiggling her breasts 
while the one in front of her slid his hands down onto 
her bare ass, under her hot pants!

	"I gotta think of a new plan-oh no, not more!" 
Power Babe watched in concealed dread as the door opened 
and a third guy stuck his head in. He took in the action 
for a second or two and said, "I will tell the Madam that 
her food is here otherwise she will tear me a new 
asshole. Keep her warm for me though boys, I'll be back!"

"Shit!" she thought frantically, "I can't let him go and 
get the Madam or end up having to fight them all at the 
same time! Gotta keep him here while I figure something 
out!"

"Hey baby" she cooed while smiling at the third guy, 
"can't the she wait a bit for a slice?" She smiled batted 
her eyelashes at the guy, hoping that it would lure him 
into the room while simultaneouly wondering what the hell 
she would do if he stayed!

He did not even hesitate. He stepped into the room and 
and moved over to her. Reaching out he grabbed the edge 
of her tee shirt and started to lift it up!

"This is getting out of hand! I may just have to fight 
these guys, but if I make that much of a racket I will 
alert the whole place ...unless.."

"Hey guys, why don't you let me put on a show for you, do 
a little dance over by that desk to get you all hot?" All 
she needed was to get free and get at the hypo, but 
looking at the expressions on their faces she did not 
think things were going to go her way!

"You've already got us turned on suger! You just relax 
and let some *real* men show you a good time!" Just then 
the guy holding her ass cheeks lifted her off the floor 
and started grinding his hardon into her crotch and to 
make matters worse she felt her shirt open in the back! 
One of them was using a pocket knife to cut off her tee 
shirt! She was going to be topless for these scum-bags!

The trio exchanged a knowing smile, mistaking her seeming 
reluctance for that of some underage tease who had gotten 
in over her head. The one who had been molesting her 
breasts let go and pulled her hands behind her back while 
the third used strips of her tee shirt to start binding 
her wrists together! 

"Damn! Oh well, guess they will have to learn the hard 
way!" Making her decision she looked up at the three as 
they lowered her to the floor.

"Alright gentlemen, thats enough!" The thugs just looked 
down at her, leering. One of them reached down to hold 
her shoulders as the one between her legs started undoing 
his belt buckle and unzipping his fly!

"I am serious! I am telling you I don't want to go 
through with this and you had better let me up right now 
or you are going to get yourselves into big trouble!" 
Power Babe started stuggling harder now, but the guy 
holding her down was too strong!

Deciding they were not going to just listen to 'Cindy the 
pizza girl' she pulled out the one weapon she knew would 
cow them. "Alright thats enough! Don't you know who I - 
!" Just then the third one leaned over and popped one of 
her erect nipples into his mouth and started devouring it 
like it was his last meal!

"Are you idiots listening?! I am Power Babe! Thats right, 
I am a Super Hero and you had better stop what you are 
doing right now or you will all end up in jail!"

"Don't you realize what I can do to you? You are all 
going straight to jail!" Power Babe voice took on a 
frantic tone as the three showed no sign of stoping! 

The one between her legs grabbed the edges of her hot 
pants and ripped them open, exposing her pussy!

Then she felt the head of someone's penis part her pussy 
lips! "Gotta get out of this now! Noise or no noise!" 
Power Babe started swinging hips back and forth, trying 
to throw off the aim of the thug trying to fuck her while 
scrambling to try and get out from under them!

"Hold her tight Tony!" ordered the guy between her legs 
as he grabbbed her surging hips with both hands, 
steadying her while he aimed his cock. "Damn, come on 
honey...you know you want it! Your pussy is soaked!"

"Get the FUCK off me! You can't do this to me I'm a Super 
Hero!" Power Babe cringed on the inside, she was a 
goddess and FAR to good for the likes of these scum, yet 
the changes Madam Gene had made to her ment that there 
was no way she could help from reacting physically, no 
matter how much her mind rebeled!

The thrashing, grunting, struggling pile of bodies 
continued for long moments until the guy sucking her 
breasts like there was no tomorrow got up and went to her 
feet. Caputuring her ankles and holding them allowed the 
guy between her spread thighs to steady his cock with one 
hand and her hips with the other!

Power Babe had time for one panicked "NO-DON'T!!" before 
he slid his fat cock all the way to the balls inside her! 
Her struggles became even more despirate as the guy 
grabbed both her hips again and started ramming his cock 
in and out of her spasming pussy!

The one holding her shoulders shifted his grip and 
grabbed both her heaving breasts and held her down by 
those! Power Babe kept trying to throw them off, but she 
could not out muscle the three of them lying flat on her 
back. Worse, they were starting to get to her! 

Power Babe gritted her teeth and tried to collect her 
wits under the continued assault. "Ok, so I let them go 
to far and now they are fucking me. Well theres no way 
that I am going to let street scum get me off, no matter 
what the Madam did to me! I'm Power Babe after all! Now 
if I can just work my hands free..."

Gritting her teeth to keep from uttering the moans that 
were trying to force themselves past her lips, Power Babe 
tried to concentrate on twisting her hands free.

The one mashing her breasts looked down, saw the tension 
in her face and her clenched jaw. "Hey Frank, she's 
tryin' ta hold back! Pick up the pace man! Fuck her 
good!"

Frank had his eyes shut as he slapped in and out of her, 
but he must have heard because he started slamming in and 
out of her like a piledriver! 

"Oh damn! I am g-getting close..." Power Babe was flat 
out desperate! She had to get free soon or these bastards 
would make her cum! Just then the one mashing her breasts 
let go of one of them and reached down to her crotch.

Power Babe's tightly clenched eyes bulged out in terror! 
He was roughly stroking her clit! Despite her best 
efforts the finger drumming out a beat on her clit made 
her "AAHHHHHHHaaaa..." out loud as her hips started 
moving involintarily, matching pace with the hards 
thrusts that were taking her closer and closer to a 
powerful climax!

Just then her wrists came free of the knotted tee shirt 
and Power Babe put all her sexual tension into one 
tremendous right cross, smashing the face of the guy who 
was piling driving into her!

The thugs head snapped back and he slumped, unconcious, 
into the one who was holding her ankles! He let go and 
fell back under the weight of his buddy.

The one holding her breasts opened his mouth in surprise 
and just stared, unable to believe what his eyes saw. 
That second was all Power Babe needed to roll backwards 
and knee him in the head in one fluid motion!

The one remaining goon finally got his act together and 
charged Power Babe, but by that time she had flipped onto 
her feet and was ready for him. He came right at her and 
she slipped to one side and thrust out her shapely leg.

The goon's own momentum would not let him stop. He 
tripped over Power Babe's extended leg and smashed into 
the wall and then slumped down in a boneless lump.

Power Babe stood there. Naked, sweaty and shaking from 
the near orgasm that was only slowly receeding. She went 
over to the pizza box on shakey legs and took out the 
hypo, giving each a knockout shot to insure they remained 
out of the way while she delt with Madam Gene.

Reaching into the otherwise empty box she took out her 
costume and utility belt. The costume was her summer 
version because it fit into the pizza box and was 
basically a red, white and blue bikini and her white 
mask.

Putting it on she took a few deep breaths to steady 
herself and moved towards the door. Opening it she peered 
in to see a long corridor with a door halfway down on one 
side and another door at the end.

Moving quietly towards the first door she opened it a 
crack and peered in. Obviously a temporary bunk room for 
Madam Gene's hired goons, she made out three sleeping 
forms and three empty cots along with an assortment of 
personal clutter.

A quick trip back for the hypo and a little stealthy 
action resulted in three more goons who were definetly 
going to sleep soundly for quite some time. Unfortunately 
it also emptied out the hypo. Putting it in a compartment 
of her low slung utility belt, she moved back out into 
the corridor and to the door at the end. Opening the door 
Power Babe was impressed by what she saw within.

				* * * * * * * * * * * *
Power Babe saw that the Door opened into a stairwell. 
Looking up and then down she saw that the stairs extended 
not only to the upper floors of the building, but 
continued down for another four stories as well.

The decision on which way to go was obvious though. 
Someone had replaced all the old light fixtures between 
the ground floor landing she was at and the bottom 
landing, while the upper floors were dark and gave every 
indication having been abandoned.

Making her way down the stairs carefully she encountered 
no electronic security or guards of any kind. She 
considered that this was all to easy, but then again the 
Madam was a genetics scientist, not a eletronics security 
wiz!

Reaching the bottom she found herself with only one 
avenue. A single heavy steel door stood in front of her. 
Readying herself for whatever might be on the other side, 
Power Babe swung the heavy, but surprisingly quiet and 
smooth door, open.

"Wow...." she gaped in awe at the sceane before her. She 
was looking into a fairly large room, filled with 
computer and medical equipment that were the tools of 
Madam Genes evil trade. Working at adjacent computer 
terminals with their back to Power Babe were Rif and 
Madam Gene, both engrossed in the data on their screens.

What had really struck her though, was the view beyond 
the large plexiglass window in front of them. Beyond she 
saw a large arboretum! Banks of sunlamps had been 
installed along the high ceiling and she could also see 
what seemed to be a perfectly straight canal running 
right through the middle of the lush tropical garden!

"Ok *Madam*...a little eavesdropping to find out what all 
these poseies are for and then its a nice long stay at 
the state pen for you...". Power Babe smiled a predatory 
grin to herself at that thought and moved into the room 
hiding behind a convient desk while she listened in on 
their conversation.

Rif looked up from his data and turned to Madam Gene. 
"All is in readiness Madam. All the planets are force 
grown and at peak maturity. The activation chemicals have 
been added the plants water supply and when you are done 
with your calculations we can start unleashing the 
plants. The resulting chaos should be just what you have 
in mind."

Rifs voice changed in tone as he added, "now that thats 
done, perhaps we could...". Just then, Rif was interupted 
by Madam Gene, " *Remove* your hands from my shoulder! I 
don't know where you came by this infantile crush of 
yours, but I can assure you it will not work. As much as 
I appreciate you going to lengths to rescue me, a 
scientist of *my* caliber is never going to have 
something to do with a mere lab assistant! Just do what 
you are told and keep your infatuation to yourself!"

In a pleading, almost whining tone, Rif continued "But 
maybe we could just - ". Madam Gene cut him off at that 
point with a sharp "ENOUGH! Do your work and bother me no 
more!"

"Well, well, well...student has a crush on teacher! To 
bad they will end up in seperate prisons!". Power babe 
had to surpress a laugh at the thought.

After another moment of silence Madam Gene spoke to Rif. 
"Get me the sequence pair data from the desk...I need to 
figure out why these plants are evidencing signs of 
random mutation".

Power Babe did not hear Rif respond, but she did hear him 
get up and start walking closer. There were several desks 
in the room, but it sounded like he was heading to this 
one!

Deciding that now was as good a time as any, Power Babe 
stood up and put her fists on her hips. Rif's expression 
of suprise was priceless! He gaped and pointed before he 
could get out the words "P-power Babe?" in a voice that 
broke half way through her name.

Madam Gene's reaction was different. She whirled around, 
rising from her chair and pratically spat out the words 
"Power Bitch!"

Rif started to back up and Power Babe leap into action. 
Vaulting over the desk, she charged. At the same time 
Madam Gene charged, shouldering the stunned Rif aside the 
two buxom beauties came together, grappling with each 
other.

Madam Gene managed to get her wrists locked behind Power 
Babe's back and pulled her hard against her, their large 
breasts mashing together. Power Babe wrapped her legs 
around the Madam's waist and pushed and strained, trying 
to break the hold that was squeezing the wind out of her.

Straining to hold her, Madam Gene yelled "Rif, get a 
mask!" Power Babe ignored whatever it was the whimpy lab 
assistant was up to and concentrated on trying to force 
the Madam to lose the tight grip she had on her waist so 
she could breath again!

The two were straining and grunting and Power Babe could 
feel Madam's grip weakening when suddenly Rif placed a 
surgical mask over Power Babe's mouth and nose! Elastic 
from the mask went around the back of her head holding it 
there and Rif grabbed Power Babes arms just as they 
reached to remove the mask.

Madam Gene let go of her tight hold on Power Babes waist 
and slid her grip down to the struggling heroine's hips. 
With the pressure off her chest Power Babe drew a 
despirately needed breath. What she got instead was a 
deep breath of some kind of anasthetic!

Immediately she felt her head swim as the insideous 
chemical started to cloud her mind! "Gotta get this thing 
off me!" Power Babe thought desperately as she struggled 
and thrashed.

The two held onto Power Babe for dear life as the pinned 
heroine started gyrating and screaming in indignation! 
The three rolled around the room and crashed into chairs 
and equipment as they struggled with each other.

Finally Power Babe could hold her breath no longer. Her 
lungs screamed for air and she gulped in another lung 
full of fumes. Her vision swam and her struggles grew 
noticable weaker. Madam Gene smiled right in her face as 
she watched the eyes of the heroine glaze over.

"Thats it bitch! Take another deep breath! Just one more 
..." Power Babe could hear the Madam taunting her as if 
from some great distance. She plucked feebily at the 
hands that still held her pinned tight. 

"Can't do...this to...me...I'm.....Pwr........" were her 
last thoughts.

				* * * * * * * * * * *

"Dab it under her nose from time to time. I want her to 
hear me, but to be too groggy to do much." Power Babe 
heard this as she started to awaken from the swirling 
grogginess that gripped her.

Madam Gene leaned over Power Babe who was sprawled out on 
the ground of the arboreteum, her face and her cleavage 
filling Power Babe's view. Smiling a wicked grin she said 
"End of the road Power bimbo! Right now I have an 
ultrasonic device that is keeping my pets at bay, but 
when my assistant and I retreat to our lab we will take 
the device with us and then my plants will have their 
first victim!"

Power Babe tried to speak, but could only mumble as Rif 
dabbed an anesthetic soaked mask under her nose. Madam 
Gene got ready to leave, turned and looked down into 
Power Babe'e semi-coherent face. "And if you are on birth 
control pills...lets just say they won't be much help 
here...". Madam Gene sauntered away laughing lightly as 
Rif made one last pass under Power Babes nose and 
scurried after her.

Power Babes whole body felt like lead, but she managed to 
flop the back of her forearm across her face and wipe 
some of the residue from under her nose. Taking a breath 
her head cleared a bit. A couple breaths later and she 
manged to roll over and look towards the lab area just in 
time to see the two slip inside and close the door.

Swaying, she managed to get to her hands and knees and 
stay there. "...sssooo groggy...gotta 
pull...myself..together...". Swinging her head up she 
looked around and saw that she was indeed in the 
arboreteum. As her head continued to clear she saw alien 
looking plants in every direction.

The plants seemed to be swaying and, at first, she 
thought it was a lingering effect of the anasthetic, but 
then she realized that the planets were moving! Her eyes 
widened as she saw countless tenticles, fronds, vines and 
suckers reaching out to her!

Power Babe staggered to her feet and started moving 
towards the lab door. She had to get out of this chamber 
of horrors! As she moved she noticed that the plants, at 
first timid, were moving more aggressively now. "Whatever 
device the Madam had used must be wearing off!" she 
realized.

				* * * * * * * * * * * *
Gene walked briskly into the lab and tossed her lab coat 
aside. Going to her desk she swept everyting off it and 
onto the floor. Putting her hands on the top she leaned 
forward towards the window so that she could watch her 
pets and that *she-bitch*, Power Babe!

Rif closed the door to the arboretum as he entered the 
lab, walking to the Madam, he stood behind her. Without 
her labcoat on Madam Gene was clad in only in her white 
thong bikini, heels and glasses. Staring at the round 
globes of her ass, Rif's face was a study in lust and 
uncertainty.

				* * * * * * * * * * * *

Power Babe moved toward the door, but already she was 
fending off dozens of attempts to get at her. She kicked 
and pushed vine after vine away, fronds would reach out 
and wrap around her ankle an she would reach down and 
tear them off.

As she did two more would rap around her arm and she 
would pull and jerk until she tore free of those as well. 
It was a losing battle though, for everyone one she got 
away from, two more took its place. The door to the lab 
was only about 50 feet away, but the distance seemed more 
like a mile!

Power Babe grabbed two large suckers as the sailed at her 
breasts and held them at bay. As they strained to get to 
their luscious targets the suckers opened and closed just 
inches away from her breasts!

Then Power Babe felt a release at her back and to her 
horror her red, white and blue top floated free for a 
second before being snatched away and lost!

Throwing the suckers to one side with all her strength 
she dove to get past them before they could return. As 
she moved more fronds wrapped around her right ankles, 
tripping her. She fell heavily and before she could rise 
another hooked in the side of her bikini bottoms!

In fear Power Babe grabbed the vine before it could pull 
her bottoms clean off her and held it, straining to keep 
it from removing them. She managed to get to her knees 
while still holding the vine with one hand and flailing 
her other arm wildly to ward off others when a big, moist 
sucker came around from behind and clamped down on her 
jiggling left breast!

With the sucker on her breast sucking vigourously and the 
dozens of other vines that were zeroing in on her despite 
her efforts with her free hand, she knew she had to cut 
her losses.

Letting go of the vine attached to her bottoms she 
grabbed the sucker molesting her breast and pulled it 
free with a wet 'POP', letting the vine tear her bottoms 
from her!

Clutching her exposed pussy with one hand, she ran a few 
more steps before getting tripped again. She immediately 
started flailing her arms and yelling inarticulate 
screams of outrage as a host of limbs reached for her. 
She managed to get to her feet when a heavy vine wrapped 
itself around her spread feet and tightened, bring her 
feet together and binding them!

				* * * * * * * * * * * *

Madam Gene watched the sceane unfold with rising lust 
Power Babe was still a good 30 feet from the door and 
would get no closer. Madam Gene felt her pussy get wet at 
the thought of what was going to happen to her rival and 
she slipped a hand into her thong bottoms to lightly 
scratch at her mound, her other hand cupping a large 
breast through her top.

Rif stood behind the Madam and saw as she reached into 
her bottoms to play with herself. "Oh man!" he thought 
with anger and lust raging through him, "shes hot enough 
to jerk off but she won't have anything to do with me! 
After all the work I have done for her! After all the 
risks I took breaking her out!"

Rif made up his mind. He moved quickly to a cabinet where 
they kept restraints for less then volintary test 
subjects and removed several items.

Moving up behind the swaying backside of the Madam he 
waited until she moved both hands down in front of her, 
then reached out, grabbed both wrists and yanked them 
back behind her, snapping cuffs on her!

Madam Gene, absorbed in her rising lust was caught 
completely by surprise and was cuffed and shoved face 
first onto the desk before she even knew what was 
happening!

				* * * * * * * * * * * *

With her ankles bound together, Power Babe fell yet 
again. Beset by botanical attackers she kept herself face 
down and started pulling herself along the ground, 
desperately trying to close the distance to the door.

Above her she caught a flash of movement amidst the 
flurry and rolled onto her back in time to catch two more 
of the suckers as the leap at her! 

Lying on her back with her ankles bound and the two 
frantically straining suckers opening and closing as they 
strained towards her chest, Power Babe could only shriek 
in horror as the plants continued to strike at her in 
growing numbers.

Her shrieks were cut short as a slimy, smooth vine shot 
into her mouth! She tried to bite it, but the appendage 
was to rubbery! She tried to push it out, fighting the 
entrance of it with her tongue, but it kept violating her 
mouth!

Then as she watched in mute fear, vines started wrapping 
around her left wrist and pulling. More and more vines 
added their strength until her left arm was pulled out, 
perpendicular to her body, freeing the voracious sucker 
to clamp down on her heaving breast!

Moments later her right arm was bound and pulled so that 
the other sucker could feast on her remaining breast! The 
two started mashing and sucking in opposition. The first 
sucking hard as the second pushed down and flattened out 
her glorious breast. Then the two would change and the 
other would be squished as the first was sucker hard.

They picked up their pace and Power Babe could only let 
out muffled screams of outrage!

				* * * * * * * * * * * *

"RIF! Have you lost your TINY mind!?!? Release me at 
once! I demand it!"

Rif ignored Madam Genes protests and took the sides of 
her thong in both hands and pulled it off her round hips 
and down her legs, leaving it wrapped around one 
struggling ankle.

Grabbing her knees he spread her legs and placed himself 
squarely between them. Hurridly he started fumbling with 
his pants as Madam Gene yelled "What do you think you are 
doing?!? Are you *thinking* at all?!? Release me this 
instant!"

Rif dropped his pants around his ankles and put his 
throbbing hardon under the Madam's pussy, drawing his 
hips back he pulled he cock along her pussy lips!

Madam Gene went nuts! She bucked and swore and kicked her 
legs out, but Rif kept sawing at her already soaked pussy 
while holding her down by her hips!

When his cock was good and wet, Rif grabbed her cheeks 
and spread them wide while aiming his cock right at her 
back door. Madam Gene felt the cool air tickle her ass 
and froze. "He could'nt?!?! He *would'nt*" she thought in 
her fear frozen mind.

Then Rif giggled like an insane man and in a quiet voice 
said "Don't worry Madam, I know you don't want me to get 
you pregnant..." and with that he pushed the mushroom 
head of his cock into her ass!

				* * * * * * * * * * * *

Power Babe shieked and groaned as the monstrous plants 
ravished her breasts and mouth! Then she felt a sinking 
sensation in the pit of her stomach as she felt and then 
saw, a fat, gooey vine snake its way over her bound 
ankles, under her calves, over her knees and under her 
thighs.

It reared up like a cobra about to strike and she could 
only watch in helpless terror as it plunged down towards 
her pussy! Power Babe bucked and howled as she tried to 
deny the undeniable! After seeing the length and 
thickness of the thing she went berserk at the thought of 
it plunging into her.

Then as it touched her pussy and started insistently 
shoving forward she realized that it was worse then she 
thought, "My..my legs there're together!! Its going to 
fuck me with my legs still together!! OH GOD!!"

These thought screamed through her mind as the thing 
parted her pussy lips and started shoving forward. Power 
Babe clenched her self tight, trying to put up a last 
ditch defense against the thing as it shoved first an 
inch, then two, then three into her!

Her screams gave way to sobs as the thing continued to 
push forward, widening her precious pussy and grating 
hard against her clit! Thing was HUGE! It continued to 
thrust and heave as it traveled deeper and deeper insider 
her.

Power Babe felt an orgasm rising up within her and could 
nothing to stop it! "This plant is going to get me off!?! 
Can't let it ... gotta keep my mind on - OOOHH 
NOOOOOOOO!!!"

				* * * * * * * * * * * *

"Take it out, take it out!!" Madam Gene could not believe 
this violation! She was too good for Rif in any fashion, 
but this was beyond belief! She was a genius and he was 
fucking her ass like she was a cheap hooker!

Rif kept shoving his hips forward, trying to cram every 
inch of his hard cock into Madam Gene's ass as Madam Gene 
bucked and screamed and tried to kick free of the log 
being shoved inside her!

Rif was halfway buried in his boss when he came to a 
halt. The Madam was so tight that as hard as he shoved he 
could not go further! Leaning forward so that his chest 
was spooned onto her back, rif reached into the pocket of 
the lab coat he was still wearing and fished out an extra 
anasthetic mask that he had retrieved when he had grabbed 
the restraints.

Grabbing her hair bun he pulled her hairdo apart and 
wrapped his fingers into her lush brunette tresses and 
pulled her head back. Madam Gene's moan of discomfort 
climbed into a shriek of outrage as she saw Rif move the 
pad to her face and dab under her nose!

She held her breath and struggled anew, but her bonds 
were to tight and Rif's entire strength was still trying 
to shove into her ass! Eventually her lungs started to 
ache as finally she had to draw a breath even though she 
knew what it would mean.

Holding her breath for so long forced her to take a 
bigger gulp of air then was wise and her nose filled with 
the distinct odor of the anasthetic! She could feel her 
head getting dizzy as she struggled to keep her butt 
clenched against further invasion!

Rif kept pushing forward while dabbing at her mouth and 
nose with the pad. Finally she had to draw a second 
breath and again, more of the fumes were sucked in!

She could feel her head getting soft and her body become 
heavy. Every fiber of her being wanted to relax despite 
the tiny part of her mind that screamed for her to keep 
herself clenced against the violation of her goddess-like 
ass!

A third breath and she could maintain the standoff no 
longer. She felt herself relaxing and as she did Rif's 
log of a cock slid forward filling her!

Madam Gene's head spun from the fumes that kept her right 
on the verge of passing out. She would take a breath and 
nearly pass out. Rif would kept making passes with the 
mask and her eventually she would have to take another 
breath!

Feebly groaning out "...noooo...." her body lurched and 
jiggled with each hard thrust that Rif continued driving 
into her!

				* * * * * * * * * * * * *

Power Babe screamed muffled protests through the thick 
tendril that continued to pump her throat while its 
partner pumped her pussy with long, deep, even strokes.

The plant did not stop at the first orgasm and continued 
to work her body, molesting her breasts and plowing her 
pussy with non stop, powerful thrusts.

Power Babe screamed and sobbed for it to stop, but her 
cries were of no use to a planet thats actions were 
completely mindless. Through the haze of pleasure and 
indignity she saw yet another thick, slimey vine moving 
towards her and as it snaked over her hip and followed 
the contour of her buttocks she realized what the thing 
was moving towards.

With a burst of energy she did not know she had in her, 
Power Babe started struggling and heaving. Jerking at the 
botanical bonds that held her.

Her struggles were for naught and she let out another 
high pitched shriek as the impossibly thick vine 
seperated her round ass cheeks and lodged up against her 
nether region!

Her eyes bulged out and her breathing stopped as she 
prayed for a miracle! She could do nothing to avoid what 
was about to happen and her desperate mind sought for any 
fleeting hope, any rationalization that the plants would 
not do what they were about to do!

Her fantasy was shattered as the fat vine at her ass 
started pushing forward, wiggling and twisting its 
fullness into her bowels! Power Babes sphincter muscles 
held for a moment and then gave way before the onslaught.

"OH GOD" her thoughts were racing through her head a mile 
a minute, "Its HUGE! I can't take it! Not from boths 
sides! Nooooo!" As they sunk into her, she could feel the 
two vines moving inside her!

The vine in her pussy pulled out as the one in her ass 
thrust forward and then they changed, with the first 
ramming back into her and the other withdrawing.

Establishing an opposite rythem,, the plants start 
banging the struggling heroine in earnest, steadily 
increasing the pace of the rape. Power Babe's mind filled 
with dread yet another huge orgasm started to build!

Stepping up the pace the plants rammed in and out of her, 
driving her into a frenzy of lust as they slammed into 
her again and again. Her muffled groans became muffled 
pleas as her orgasm rapidly approached the point beyond 
which she knew her will would not be able to hold out!

As her orgasm continued to build, held in check by Power 
Babe's desperate willpower, she noticed a bulge traveling 
along the vine buried deep in her pussy. It took several 
wonderfully agonzing moments for her sex soaked mind to 
comprehend what it was she was seeing.

"Its...its trying to IMPREGNATE ME!!!" she thought 
frantically. As she watched in utter horror the bulge 
traveled along the twisting, surging vine and approached 
its destination.

Power Babe strained as hard as she possibly could, 
clamping down the muscles in her pussy! This increased 
the sensation of the vine thrusting in and out of her and 
her body screamed for the release of the orgasm that had 
been building for so long!

Some distant part of her mind dimly registered the 
feeling of the bulge as it moved past her hip and gently 
bumped against her mound. Her crazed mind felt a flash of 
hope as it did not enter her, but the hope was gone as 
quick as it came!

The bulge sat directly at the top of her mound and was 
continually trying to enter her and as it surged forward 
it banged against Power Babes throbbing, exposed and 
enlarged clit!

She was so turned on now that her clit was pointing 
straight up and as the bulge in the vine bumped it, 
lightening flashed from her clit straight to her head!

The first bump was electrifying!

The second bump left her contracting spasmotically and 
completely out of her mind!!

The third gentle bump drove Power Babe headlong into the 
the most tremdous orgasm ever!!

Power Babe's body arched and heaved as her eyes rolled 
back into her head until only the white showed!! Her 
orgasm was an eternity of unendurable pleasure, better 
and worse then anything she would have thought possible!!

The strength of it caused to her to black out and yet her 
body kept right on jerking and thrashing. The intense, 
prolonged orgasm dragged Power Babe's mind back to 
consciousness and she screamed anew before crashing back 
down into unconsciouness!

And it did not end, Power Babe kept slamming in and out 
of consciousness like a porpus diving in and out of the 
water until, with the final huge lunge that made her 
strain at her bonds, the plants seed slipped into her 
spastic pussy and deep into her womb!!

				* * * * * * * * * * * *

Rif could hold back no longer. Madam Gene's lethargic 
struggles and the tight fit of her ass brought him to the 
point of no return. He dropped the anasthetic mask, 
grabbed Madam Gene's big breasts in both hands and 
pounded into her hard as his cum bubbled up along the 
base of his cock and shot out, plastering the insides of 
her ass!!

As he came he held himself deep within her, pulling her 
back by her tits! The pleasure being so intense that even 
though he wanted to he could not stroke as he came, it 
was just too good!!

As he came back down from the orgasm of his life, Rif 
slumped forward, trapping Madam Gene's bound hands 
between his chest and her back. Madam Gene's mind was 
still groggy but without the addition of more anasthetic 
it started to clear and when it did she stiffened in 
alarm.

Looking up she saw that the entire window was covered 
with with churning, thrusting vines, suckers and 
tendrils! Her mind raced through what she knew from her 
research and formed a tenative hypothesis.

"The plants must have finished with Power Babe, 
impregnating her. The display that Rif and I put on ... 
they must have sensed it somehow and now, in their highly 
agitated state, are trying to find more hosts!!"

This thought flashed through her mind as she stared in 
silent horror at the completely covered large window. 
Then she heard it, the straining plants caused the wall 
to creak. She saw the wall bulge ever so slightly and 
knew that given its prefab nature and the sheer number of 
her creations, that it was only a matter of time!

"Rif...Rif! You've got to get off me...get off me now!" 
Madam Gene wiggled under the dead weight of the spent 
assistant who was basking in the afterglow with his eyes 
closed and a huge grin on his face.

"I'm sorry Madam...greedy of me to keep all the fun for 
myself.." Rif muttered in his post orgasmic, languid 
state. Smiling still he thought to himself "...greedy of 
me. I should give Madam a massive orgasm...once she feels 
how much pleasure I can give her I just *know* she will 
admit her true feelings for me..."

As those thoughts passed through Rif's mind, he reached 
for the anasthetic mask he had dropped on the desk. It 
was half used up, but he figured it had enough moisture 
left in its slow release pad to provide enough relaxing 
effect to let him get her off good.

Pulling the elastic straps over Madam Gene's head he 
fixed the mask in place. Madam Gene started bucking and 
struggling harder then, yelling at him to get off and 
swearing up a storm.

Her swearing stopped as the mask went into place though. 
He knew she was holding her breath again, but thought 
"she can't do that for long..." as he reached both hands 
around her waist and prepared to move towards her pussy.

Just then the wall let out a more pronounced groan and 
several sharp creaks as the plants continued to press up 
against the other side. The sound finally tore Rif's 
attention away from the evil scientists body.

Wide eyed and awed he stared at the cracking window and 
the mass of things that pressed, slithered, heaved and 
churned just beyond. His mind raced and came to the same 
conclusion that the Madam had moments before, with one 
extra point.

Rif knew that the plants could not differentiate between 
male or female and would try to impregnate either 
equally! He fell back to the floor with his pants around 
his ankle, his mouth a wide 'O' of sudden fear!

Madam Gene felt Rif slide off her body and staggered to 
her feet as Rif frantically heaved his pants back up 
around his waist. Her mind was spinning from the mask 
that Rif had attached, but the restraints on her wrists 
prevented her from taking it off!

Taking shallow breaths allowed her to stay merely dizzy. 
As she teetered away from the window and staggered 
towards the door to the stairs, only to stumble and fall 
as she lurched into an office chair in her way.

Meanwhile Rif was moving as fast as he could to get to 
the stairs himself, holding his pants with one hand and 
completely forgetting the mask he had left on the Madam 
in his panic!

Reaching the door he punched in the code on the keypad 
necessary to open it and bolted to the stairs beyond, 
just as the plexiglass cracked, broke and fell to the 
floor in lumpy, dull edged pieces.

Madam Gene heard the window break and staggered to her 
feet once again. She saw Rif pass through the already 
closing door and was just about to scream for Rif to come 
back and help her, when she caught herself! "Damn! If I 
breath in to yell this fucking mask will knock me for a 
loop!"

With that thought she started weaving towards the door. A 
fearful glance over her shoulder showed the plants 
pouring into the room, fanning out with their smaller 
'feeler' tendrils seeking prey!

Reaching the door she paniced for a second, her hands 
were tied behind her back! How was she going to type in a 
code if she was half drugged had to face away from it!

Desperate she whirled and started pushing buttons. 
Staring at the advancing foliage she saw that they were 
filling the room rapidly with their tendrils. It was only 
a matter of time before they touched her and knew her 
location!

As she started frantically punching buttons she made 
mistakes and had to start over. "Come on ... come 
on...COMEON!!" she thought, keeping her desire to scream 
to herself for fear of breathing in to much of the 
dizzying anasthetic at once and possibly drawing the 
attention of the plants that were just inches from her.

Madam Gene punched in the last number, heard the door 
click and was touched by several tendrils at the same 
time. Shoving her butt backwards hard, she used it to 
push the door open, turned and lurched through.

In her dizzy state her foot caught on the door jam and 
she fell hard to the floor! Her breath 'whoofed' out of 
her and she drew in a heavy dose of anasthetic.

Her thoughts screamed "GET UP! MOVE!" as she 
lethargically put her shoulder to the floor and used that 
leverage to get her feet under her.

Swaying upright she took a step just as a large vine 
sweeped at her feet! The foot she moved forward was 
missed but the one she was pushing off of was caught!

Falling again she screamed in outrage as she felt the 
vine on her ankle start pulling her back into the room! 
Kicking and twisting she was dragged towards several more 
vines that were reaching for her!

Absolute panic seized her as her mind jumped back to the 
memory of being fucked and impregnated by her *last* 
creation made worse by the sure knowledge that she had 
designed *these* monsters to be much worse!!

Without the use of her hands it was took only seconds for 
her voluptious, struggling form to be dragged into the 
room and imobilized by the waiting plants.

Her top was shredded and huge suckers clamped down of her 
mamoth breasts as thick vines loomed over her crying, 
screaming, struggling body, intent on doing what she had 
designed them to do!

				* * * * * * * * * * * *