Revenge Of the B-Movie Queen

     
     Chapter 1



     "You're sure this is the place?", Benny Perkins asked as they pulled up
in front of the old mansion.

     "Yeah.", Gerard said while grabbing the door. After some effort he
turned to his friends, "Guys....I could use some help!".

     All five of the guys pulled on the door, which resisted their efforts
since the hinges were all rusted stiff.

     When the door swung open they all frowned, except for Gerard.

     The interior was just as bad as the outside had been. Cobwebs and dust
seemed to cover everything.

     "Damn!", Tony Howser growled, "This place is a fucking dump!".

     Gerard smirked, "Yeah! That's why we got it so cheap!".

     The others walked in behind them, all seeming to share Tony's first
impression of the old mansion.

     "Awww....come on!", Gerard snapped, "Show some guts you pussies!".

     Jerry Taskin looked around and grinned, "This place was owned by that
porno star right?".

     "Tiffany Lorenzo wasn't a porn actress!", Gerard growled. He was
stunned at how angry he'd just been.

     Benny grinned, "Come one G, she might as well have been! All she ever
made what those tits and ass horror movies!".

     "Cool!", Lawrence Adams laughed, "Come on Benny, let's go into town and
rent some of her movies!".

     Tony frowned as he walked around, "So when are the girls going to get
here?", he asked impatiently.

     "Not for a couple of days.", Gerard mused while studying the painting
above the fireplace.

     The picture was a picture of Tiffany, made just before her death a year
ago. She was breath-takingly sexy Gerard noted. After all once she'd been a
centerfold for some men's magazine in the early 80's.

     She'd made at least ten movies that he knew of, all the ones with a
voluptuous heroine running from a crazed killer.

     But her eight film was Gerard's personal favorite, Fatal Turnabout, a
comedy/slasher movie where Tiffany played the part of a man turned into her
buxom from by a sorcerer needing female blood to maintain his presence on
the planet. It was a strange, sexual romp with at least eight sex-changes
occurring and Tiffany's character killing the sorcerer at the end.

     Her next film was Breast Wishes, the first one she'd written and
directed herself. She played a djinn who transformed men into overendowed
bimbos then stalks and kills them. It was her first non-victim role, but
Gerard had enjoyed it almost as much as Fatal Turnabout.

     She-Demon was her last film, directed and written by her again. It was
rumored that after Fatal Turnabout she'd become fascinated with
gender-changing.

     Gerard actually knew this to be true. He'd traded e-mail with her when
Tiffany had been a regular on the TSA talk and TG-fiction mailing lists.
She'd claimed to have collected every book, movie, commercial, or even
comics that contained gender changes.

     She-Demon was a whole film of these TG transform, nearly twenty
male-to-female changes. It had bombed horribly, even for a B-movie, and
she'd never made another mainstream film.

     After that she was rumored to have gotten into cults, black magic, even
Satanism looking for a way to actually work such transformations. According
to news reports her coven had killed her. The leader claimed he'd set her
free to new heights of power, where she could act upon her strange desires.

     When Tiffany had died so had the last adolescent fantasy of Gerard's
life.

     He turned away with a sigh and walked to grab a broom. Getting this
place together was going to take a  lot of work.

     A few hours later they were eating a pizza and watching the opening
credits for Fatal Turnabout.

     "You've seen this before, haven't you Gerard?", Benny asked while
finishing off a piece of pepperoni.

     "Yeah, it's Tiffany's best movie. And you guys ought to like it, lots
of nudity!", he laughed.

     "All right!", Lawrence yelled.

     They turned to watch as the sorcerer floated across the screen, chasing
a man who was firing wildly. The bullets passed through the sorcerer even as
he blasted the victim with a bolt of energy.

     The man shimmered, a fine effect for it's time, and was replaced by the
naked female form of Tiffany Lorenzo. She started screaming as her hands
wandered from her breasts to her pussy.

     "She's a babe!", Lawrence whistled.

     Jerry was laughing while watching the ex-male jiggle about comically on
the screen.

     Gerard was captivated though. No matter how many times he saw Tiffany
naked she still got him horny.

     Tony snorted, "Why doesn't this wizard just kill some real girls!?",
Tony asked in disgust, "This shit is sick....guys turning into
girls....please!?". He walked off in a huff, startling the others.

     "What the hell is up his ass?", Benny growled, "I mean I like it, big
boobs bouncing about is all I care about!".

     Lawrence grinned, "I'd masturbate for a day if I turned into ones of
those bimbos!".

     Gerard felt himself grow angry again, feeling an urge to say that
Tiffany wasn't a bimbo...but he held his tongue.

     They went back to watching the movie. Tiffany's character escaping the
sorcerer only to be caught by a sheriff and arrested for prostitution. Then
the sorcerer came and transformed the hugely obese sheriff and his moronic
deputies into huge-breasted women.

     "Whoa! Look at those tits!", Lawrence guffawed as the sheriff new form
raced about with breasts twice as large as Tiffany's own prodigious pair.

     After that Tiffany escapes even as the female sheriff and her crew are
butchered. Later the wizard turns a pizza delivery boy into a buxom babe
played by Playpen Playmate Geena Benton. Then three gang members become
super-sexy Hispanic bimbos. At the end Tiffany finds the idol from which the
sorcerer came and stabs him in the heart with it, killing him but leaving
her a woman. The movie ended with her in  string bikini on the beach
shrugging her shoulders.

     Benny clapped his hands, "I liked it! Tits and ass galore along with
laughs!".

     Lawrence put a thumb up, imitating the various critics he'd seen.

     Upstairs Tony was reading a magazine when he felt an itch on his neck.
He reached to scratch it and found long, silky hair down to his shoulders.
But as soon as he jumped up in shock it was back to normal. Spooked by his
vision he undressed and stepped into the shower. He hung his head and let
the water relax him.

     Lawrence heard the shower running as he stepped into the upstairs
bedroom. He knew Tony was upstairs and assumed it to be him. He turned to
leave and saw the shadow of a very well-built woman behind the shower
curtain. He watched her for a moment then pulled the shower curtains
back......only to see Tony staring at him in shock.

     "Wha.....you homo!", Tony snapped while punching him in the mouth.

     Lawrence shook his head in denial, "I....I saw a woman.....big
tits....I swear!".

     Tony growled, "Right, after all I really look like a chick!". He pushed
Lawrence into the hall and slammed the door in rage.

     He stepped back into the shower and started to wash his chest. He
massaged his large, soft chest, lingering on his sensitive nipples.......

     "What!?", Tony gasped while looking down into two very large, soft
female breasts. He tore open the curtain and raced to the mirror, stunned by
the jiggling of his new bosom.

     He found himself facing the reflection of a buxom blonde woman. He saw
the blonde pubic hair over his new pussy and screamed in horror. Screaming
in hysteria he ran downstairs naked.

     But instead of seeing his buddies stunned by the sudden appearance of
the naked woman they all frowned at him.

     "Jesus Tony!", Jerry growled, "Cover yourself up, nobody wants to see
your dick!".

     Tony looked down and was stunned to see that he had a penis again,
"I.....I know....I could have sworn I was a woman.", he said in confusion.

     He turned and walked back upstairs, convinced that he must be
hallucinating from lack of sleep.

     Outside Benny was working on his car when he'd seen the naked woman run
down the stairs. He started to walk towards the house only to see a naked
Tony climbing back up those same steps.

     He shrugged and went back to work. He bent over to reach a sparkplug.

     "Hey baby! Nice ass!", a man called as he walked past.

     Benny turned around and frowned, "You gay or something?".

     The man's eyes bulged upon seeing a man turn around. He'd just seen a
round, female ass on this person!

     Benny went back to working on the engine, but suddenly his butt seemed
wider...and his pants felt real tight on his hips. He stood up and watched
in shock as breasts swelled under his shirt, pushing the material outwards
until it seemed the shirt might explode!

     Benny was stricken as his hands squeezed the new breasts. He wanted to
scream but couldn't find his voice...and his feet wouldn't move! Finally
Benny closed his eyes, trying to ignore the breasts moving to his breathing.

     When he opened his eyes he was a man as usual. There was nothing to
indicate he had ever been a woman....but he'd felt the breasts and pussy! He
wiped the sweat from his brow and went inside assuming he'd been
daydreaming.

     Gerard grinned as he watched Benny from the window, everything was
going as planned so far. But it would require something more to continue
what needed to be done. He unlocked the cellar and walked down, closing it
behind him to insure that nobody could follow. What he was doing now was
between himself....and Tiffany.

* * * * * * * * * * 


part 2



     Lawrence sat in the den watching Fatal Turnabout again. He laid back on
the couch and smirked as he watched the part where Tiffany's character came
onto the scene.

     But the gender change also made him frown. He still wondered how he
could have seen a very busty woman's shape behind the shower curtain
earlier. But when he'd opened the curtain it had been Tony....a very pissed
off Tony.

     He touched his nose and growled, he was going to kick Tony's ass when
he got a chance. When he'd gotten punched earlier he'd been too shocked to
fight back.

     After a little while Lawrence paused the tape and walked to the
bathroom. He started to feel a little weird as he got closer to it and by
the time he got there he sat on the toilet to collect his thoughts.

     The dizziness passed and stood to take a piss....only to have it run
down his leg. He glanced down and lost any thoughts in his head other than
one.....he had a pussy!

     Lawrence reached down and was horrified to fell the female mound and
the lips of a vagina. Then the dizziness hit him again and he staggered back
to the toilet. His ass felt huge underneath him and he still couldn't feel a
penis...then just as suddenly....it was back.

     He stared at his normal member for a moment, shaking his head wondering
if he was losing it. He must be dreaming after seeing that weird-ass movie.

     He started to get up and groaned as yet another wave of nausea hit him.
He fell to the floor, yelping in pain as two very large soft growths were
painfully squashed underneath him. As he lay there his hair suddenly came
into his vision, falling over his face. He felt so much smaller....and yet
his ass seemed huge....and he had....tits!?

     But when he raised himself up he was normal as usual. He walked out of
the bathroom wondering if the pepperoni pizza he'd been eating earlier was
spiked with some kind of hallucination drug.

     In the basement Gerard clicked on the light and smiled at the wooden
altar he'd built after being contacted by Tiffany's ghost some time ago.

     "I've brought them as you asked, you did promise not to kill them.",
Gerard said while lighting a candle.

     The smoke congealed into a face and he heard a ghostly voice say, "I
won't injure them Gerard....but I will have some fun with them.".

     Gerard grinned, "I saw how spooked Tony looked earlier when he ran
downstairs.".

     The voice spoke again, "I turned him into quite a well-built young
woman. I turned him back as he ran down the stairs. Your friends Benny and
Lawrence have had their own mild changes. But without flesh my powers are
not permanent....nothing I do to them will last.".

     Gerard mused for a moment, "What about me?".

     Tiffany's spirit congealed more, "What does that mean?".

     Gerard smiled, "I mean.....use my body. Then you'll be able to use your
full powers.".

     Tiffany chuckled, "Gerard! You do realize that you'd physically become
me whenever my spirit was in control! I know you like transforms but you'd
be a buxom woman.".

     Gerard nodded, "This is all a Halloween joke anyway right? I mean you
only manifest in the weeks around Halloween. I was afraid that you might be
some violent maniac.".

     Tiffany smirked, "Not quite. And you're wrong Gerard. I'm not a ghost
in the way you mean. My soul was divided from my body but I was not killed.
I can take a host body for some time. I've been near you for about a year
now as various girls. The reason for all of this is far more than a mere
joke forever. Your friends need to be changed to ensure that they survive
past Halloween.".

     Gerard frowned at that, "You mentioned this before. That someone...or
something was going to be freed this Halloween.".

     Tiffany sighed, "It's my fault Gerard. When I was with that cult we
brought a demon to Earth. It took the combined efforts of my coven to stop
him, but he will rise again tonight. Your friends need to be female already
for him to have no power here. He would change them into mindless females
who served as little more than his breeders.....as he planned to do with my
coven. Already his power is dueling with my own to transform your friends.".

     Gerard nodded, "Take my body then. I'll try to explain to the guys
later.".

     Tiffany nodded and entered his body, making him shudder for a moment.
He moaned in pleasure as his chest swelled into breasts and the rest of him
took on Tiffany Lorenzo's form.

     Gerard found himself controlling her VERY female body and he smirked
with her lips, "This is so great! I've.....I've dreamed of this!".

     In his head he heard Tiffany speak to him, "Knock yourself out
kid.....after I use my powers to hide us from your buddy Jerry.".

     Jerry walked downstairs and looked around with a whistle. There were
dozens upon dozens of video tapes, magazines, comics, and such stacked
about. He smiled at a centerfold of Tiffany Lorenzo on the wall. He'd never
seen a life-size poster that looked so real. He touched it and smiled, that
woman had been one serious babe. Moments later he scooped up some tapes and
walked upstairs.

     About a minute later Tiffany Lorenzo stepped out of the poster with a
grin, "Your friend seemed to take quite a shine to me...us.", she cooed.

     Gerard shot back mentally, "Please don't flirt with my friends! I mean
I AM in here!".

     She sighed, "I make no promises....but I'll try.".

     Gerard sent her another message, "What are all these tapes anyway?".

     Tiffany laughed out loud, "My adult tapes! I was popping them out at a
dozen a month after I joined the cult....you see I need sex to fuel my
powers...and I could use my powers in these as well. I see you liked Mindy
Mammoth in her porno films.....she used to be Matt Matthews....a MALE porno
star.".

     Gerard was so stunned he gasped through Tiffany's lips and spoke out
loud, "No way! She's gorgeous...and those tits are...are....".

     Tiffany retook control and grinned, "They are something aren't they!? I
told her they'd make her the top porno star...you see Matt wasn't real happy
being a guy."

     Gerard felt a chill suddenly, "What was that?", he mentally asked.

     Tiffany frowned, "The demon.....he's here.".


     Jerry sat watching one of the tapes from downstairs with a raging
boner. Tiffany Lorenzo was the star, but this story also had Mindy Mammoth,
Bleu Skyes, and Venus....three of the sexiest female porn stars in
existence! All three of them played the character of guys turned into buxom
babes by Tiffany. He noted that the transforms looked awesome! He'd never
seen their like...not even in T2!

     He leaned forward as a new girl appeared on the screen, a truly
mind-blowing redhead with a body that just oozed sexiness. She seemed to be
looking at him....beckoning him towards her.

     "Oh Jerry.", Tiffany said as she walked into the room, "Why look at
some woman on tape when a real one is sooo close to you.".

     Jerry sat up, forgetting about his erection. He tried to cover it but
to little avail.

     Tiffany smirked, "I see I haven't lost my touch!".

     Inside her head Gerard was speaking to her, "Why do I feel something
weird...like someone is watching?".

     Tiffany sent back mentally, "The demon is here. He was using the tape
to entice Jerry. I've warded the area to keep him away while we deal with
Jerry. If we'd been a minute later Jerry would be getting knocked up by a
demon as we speak."

     "So now what?", Gerard asked mentally.

     Tiffany reached forward and kissed a stunned Jerry, much to Gerard's
mental disgust.

     Jerry at first loved the fact that this babe was kissing him....until
he noticed that he was shrinking! He staggered away from her in shock....a
shock that was mad worse when his shirt suddenly burst open to reveal
breasts that would make Dolly Parton proud. He turned to run in horror even
as Tiffany yelled.

     "Jerry no! Don't leave the room!", she snapped while reaching for him.

     But Jerry didn't even hear her. He was staring at his huge tits and
touching his flat crotch for any sign of his manhood. When he reached the
door an intense pain wrapped around him as his flesh seemed to twist.

     Jerry passed out as his body changed further, seeking shelter in
unconsciousness.

     A woman formed above him, more like a vapor than a real form. She
smiled at Tiffany.

     "Tiffany! Trying to stop me again? Even if you save these poor souls
from me I'll make sure nobody ever recognizes them again! And while you're
here I can be anywhere!", she laughed.

     The demon was gone a moment later, leaving Tiffany to stare at the
transformed Jerry.

     Gerard took over their body and stared down at his friend, "My God!
Jerry.....he....he....she made him a black woman with even bigger tits!".

     Tiffany mentally sighed, "She's using their own prejudices against
them...for fun likely. Jerry must have been a bigot against blacks.".

     Gerard frowned, "Not that I know of.".

     Tiffany spoke to him again, "Then she must have just decided to
separate him further from who he was.".

     Gerard picked up the huge-breasted black woman and laid her on the
couch.

     "How could I pick her up?", he asked.

     Tiffany retook control, "Please! You're being possessed by a
supernatural entity! Give me some credit...strength is an easy power.".

     They heard voices and Tiffany frowned, "We can't transform more than
one at a time....and I'd like to be more careful next time so they don't end
up further altered like Jerry. Let's go.", she said while phasing through
the floor.

     Tony and Lawrence walked into the room a moment later to see a naked
black woman lying unconscious on the couch. Tony grinned for a moment then
turned to his partner.

     "Go call an ambulance man....I'll keep her company.", Tony said with a
grin.

     Lawrence frowned at that but did as he was told.

     Tony cupped the woman's enormous breasts and laughed, "Babe I've never
seen a woman this cup size who was natural! He fondled her some more smirked
as she moaned slightly.

     "Taking advantage of an unconscious woman?", a woman called from the
door.

     Tony spun to see a red-haired woman looking at him. She merely stood
there watching.

     He was even more freaked when another woman came up through the floor.
He backed up at this one though....this was Tiffany Lorenzo!

     "You....you're dead!", he stammered.

     Gerard was in charge of their shared body and snarled, "I knew you'd be
this sleazy Tony!".

     Tony raised an eyebrow, "Who the fuck are you!? And how do you know my
name!?".

     Gerard smiled, "You don't recognize me? For shame! And we've both known
each other for fifteen years. Isn't that right Tiger?".

     Tony's eyes widened at the nickname he'd lived with as a little kid.
Tony the Tiger.....but only the guys knew that....and he'd only known one of
them for fifteen years.

     "Gerard!?", he gasped in wonder, "But you're.....I mean.....you....",
he couldn't even finish the words.

     "Come on Tiffany, you really want to save this pathetic man!? He's the
very kind of idiot you hated when you were alive!", the demon laughed from
the doorway.

     Tiffany retook their body and blasted the demon with a mystical bolt
that blew her back into vapor that swirled away.

     "That ought to stop her for a while.....and she'll be unable to reform
in the house now that I've warded it. But I'm sure she'll sneak in again.",
she sighed.

     Tony took advantage of Tiffany/Gerard's action to tackle the woman. He
held her down and slapped her to make her stop smiling.

     Gerard took control of Tiffany's body for a moment and grabbed Tony's
wrist as he tried to slap them again.

     "Not nice little boy. You're real lucky I didn't leave you to become a
breeder...but I think you're going to have to become a woman for some
time.", she said that with a grin.

     Tony spasmed as a flash of pain rolled through every inch of his body.
He fell off of Tiffany and whimpered in agony for what seemed like an
eternity.

     "You needed a lesson....being a man doesn't make you powerful.", Gerard
said while looking down at her friend who was now starting to rise.

     Tony stood and realized what had happened almost immediately. Large
breasts bobbed on his hairless chest even as his shirt hung on him like a
tent. His butt and hips seemed weird...larger and softer.

     "What....what's going on?", she groaned while touching herself in
wonder, "I should be screaming my head off about this!".

     Tiffany retook control from Gerard, "I'm using a spell to calm you.
That woman who first appeared to you is a demon seeking males to swap forms
with. You see he/she is a demon but is cursed to be female....UNTIL she
finds a male victim. When she takes them they become the female and she
becomes the male demon she truly is.".

     Tony shook her head, "I can't believe this though. Wait....who is the
black woman in the front room?".

     Tiffany sighed, "She was your friend Jerry. I turned him to female to
save him but he ran beyond my wards and the demon altered him further.".

     "So.....now what?", Gerard asked mentally.

     Tiffany mused, "I don't know. I'll finish with your friends present and
then...I imagine our demonic friend will return before dawn.".

     Gerard asked her mentally, "Why is this place so important to
him/her......surely she could change people outside the house without
dealing with you?".

     Tiffany thought back, "She needs to return here if she leaves by
morning or she'll become a human female. A risk a male demon would not like
to take. But I think she's decided to return when she's stronger.".


     Lawrence frowned as he picked up the phone. There was no dial tone at
all. Yet he'd called for a pizza only hours before. He returned to the front
room and found only the black woman lying there peacefully.

     She was still out of it, and still very, very nude. With some effort
she tore her eyes off the woman and only with great effort did he cover her
with a blanket he fetched from the closet.

     The woman moaned once and then rolled over, allowing him a great view
of her ass. He smirked and walked to the door, assuming that Tony had gone
outside.

     But he couldn't turn the handle. He frowned and pulled his key. When
that didn't work he smashed into it, only to be thrown back. Finally he
walked upstairs, hoping that this was Tony's idea of a joke.


     Gerard sighed as she looked at Lawrence walking upstairs, "That was
close! If he'd gotten outside he'd be......oh no! Benny!", she howled while
running to the back door.

     She opened the door and was thrown back by a mystical blast that sent
her sprawling. Tiffany took control of their body and looked up in shock.

     "Hello there. Don't worry about Benny....he's within your earlier spell
and unaware of this. I see you've gotten yourself in another mess Tiffany.",
the woman at the door said with a sigh, "The demon seems to have sealed you
all up tight in this house. People can enter but not leave....kind of Hotel
California-like.".

     Gerard mentally asked, "Who is that? The demon!?".

     Tiffany watched the woman pass through the mystical barrier and
groaned, "No...she's my father.".

* * * * * * * * *

part 3



     "Your father!?", Gerard gasped through Tiffany's lips in their shared
body.

     The blonde woman before them frowned, "Tiff, did you develop a split
personality or something?".

     Tiffany retook control of the body she cohabitated with Gerard,
"Dad....how did you know I'd be here?".

     The woman chuckled, "I am one of the world's foremost experts on the
paranormal daughter....who else would know better than me?".

     Gerard mentally asked Tiffany, <Okay....I give....how did your father
become a gorgeous woman?>.

     Tiffany sighed, "Dad....allow me to introduce you to the boy who has
been vital to my return.".

     With that her sexy female body began to morph. Her breasts hardened
into male pectorals even as they dwindled. Her skin was replaced with the
rough, hairy skin of Gerard.

     "Impressive!", the blonde woman said, "You're using his flesh for a
host body. I assume with his consent?".

     Gerard nodded, "She needed my help.".

     "Listen Tiffany, I've come to insure that the demon doesn't return
tonight. Otherwise he'll take male form again and overtake the Earth.", she
mused.

     Gerard's body changed quickly into Tiffany's and she sighed, "Dad what
can you do? Look what he did to you the last time....if I hadn't banished
him temporarily you'd have become his bride!".

     The blonde frowned, "I've adjusted Tiff. I'll admit that being a buxom
twenty-year old woman wasn't my choice in life....but I've lived through
it.".

     Tiffany hugged her transformed father and sobbed, "I'm sorry for being
such a bitch daddy....but all of this was my fault. How can you even look at
me after what happened?".

     Maxwell Lorenzo smiled at the taller woman, "Because you are my
daughter....nothing else matters more than that kid.".


     Benny frowned as he continued working on his car. He still wondered if
he was losing his mind after his earlier hallucination.

     At least his girlfriend would be here within a few minutes, maybe then
he could get his mind off of the weirdness that seemed to swirl around this
mansion.

     Benny slid under the car and felt a moment of dizziness, as if the
world was being tossed upside down. Then he began to feel better. He glanced
at his chest to insure that it was male as usual, making sure that he wasn't
seeing things again.

     With a shrug he went back to work, forgetting everything except the
transmission he was working on.


     Tony sat on the couch glaring at his breasts even as Tiffany and a
blonde woman carried on a conversation. He wanted to scream in rage and
punch the redheaded witch in her face...or Gerard's face...whoever.....but
everytime he tried to get mad it was suppressed by the calming spell Tiffany
had placed upon him.

     "Excuse me.", he said in the high female voice he now possessed, "But
can I say something?".

     Tiffany turned to him with a smirk, "What?".

     Tony cupped her DD cup breasts with a scowl, "The girls are going to be
here within a few minutes. And I don't think they are going to believe that
a couple of babes like me and Jerry are their boyfriends.".

     Gerard retook his body, although it remained in Tiffany's female shape,
"He's right. I forgot all about them!".

     Maxwell shrugged, "As women they should be safe from the demon.".

     Tiffany frowned, "He can't swap forms with them dad....but he could
transform them.".

     At that moment the front door opened and four young women entered the
house...only to see four incredibly sexy women sitting in the front room.

     "Who the FUCK are you four!?", Michelle Basren, Benny's girlfriend of
three years, snarled as she saw them.

     Aliana Hall frowned at the buxom girl wearing Tony's clothes, "So he's
been screwing around on me again? Listen you little bitch I think you'd
better get those silicon whoppers out of this house before I kick your
trampy little ass!".

     Renee Ericks stormed up the stairs to look for her boyfriend Lawrence,
determined to rip his head off if he were screwing a bimbo like these four.

     Tony Howser gasped in shock when his girlfriend slapped him in the
face. In his weakened condition all he could do was hold his cheek in pain.

     "I warned you slut!", Aliana growled while grabbing Tony's hair.

     Tony responded in kind and soon he became perhaps the only man to ever
have a female catfight with his girlfriend.

     Gerard turned to Maxwell, "We can't let this continue.".

     Maxwell smirked, "You're right, Tony is getting her ass kicked.".

     Tony was stunned at how strong his girlfriend seemed. Then he
remembered that it was his new lack of strength that he was feeling. He
yelped as Aliana pulled his long hair and almost sobbed in pain as the
bigger woman scratched his breasts.

     Gerard, still looking like Tiffany, reached to pull Aliana off only to
see Erica, Jerry's girlfriend, start towards her with an obvious intention
to stop her from breaking the women apart. Gerard felt Tiffany take over
control and saw Tiff extend a hand at Erica.

     Erica was hit by a blast of wind that flipped her backwards, landing
atop the buxom black woman lying unconscious on the couch. She was too
stunned to even consider what had just happened.

     "That is enough of that.", Tiffany snapped while grabbing Aliana's
wrists and lifting her like a paperweight. The blonde woman struggled and
kicked but nothing she did seemed to free herself.

     "You whores are going to get your asses kicked!", Aliana snarled while
continuing her wild struggles.

     Tiffany's face flowed as did her body until Gerard stood holding
Aliana....who could only stare at Tony's best friend who'd just been a woman
moments before.

     Tony staggered to her feet, "Allie...it's me. I'm Tony.", she managed
to stammer through her cut lip.

     Aliana was dropped on her butt by Gerard and looked up at the smaller
blonde woman she'd been fighting moments before. There was nothing in this
woman's face that even seemed to remind her of Tony yet she'd just seen that
Gerard could somehow change into a woman.

     "How....what's going on?", she said while being helped up by Tony.

     "And who is this black woman...my God she's got boobs like Dolly
Parton!", Erica said while getting up off of that same woman.

     Gerard sighed, "That would be your boyfriend Jerry.".


     outside----


     Michelle had immediately stormed to the back of the house, knowing that
Benny would likely be working on his car in the open back yard.

     She looked out the kitchen window and frowned at the long shapely legs
sticking out from under Benny's Camaro. The woman was likely another of the
bimbos she'd seen in the front room.

     She ripped open the door and stormed outside determined to tear this
bitch's hair out.

     "You bitch! Get out from under that car now!", she snarled while
pulling on the woman's shoes.

     To her shock it was Benny who emerged from under the car, male as usual
and looking confused.

     "Bitch? What did I do?", he said while standing up.

     Michelle just stared in befuddlement. She'd seen a woman's legs under
the car, much leaner and slimmer than Benny's....but there seemed to be no
change in him.

     "Benny? But I could have sworn there was a girl under your car!", she
said in confusion.

     He started to say something when he felt a tightness in his jeans. He
glanced down and almost screamed at seeing breasts swelling on his chest
even as his hips and ass seemed to be on their way to feminine formation.
For a moment he thought that he was having delusions again....until he saw
Michelle also changing.

     She seemed to be growing larger even as Benny watched. Michelle's
breasts were flattening into her chest even as her muscles swelled and her
hips narrowed. The most stunning part was the very obvious bulge in
Michelle's jeans, something that both of them noticed rather quickly.

     Michelle grabbed her crotch in horror, realizing that she now had a
penis. Even more stunning to her was her new form. She was nearly five
inches taller and much more muscular, and had chest hair covering her flat
pectorals. Everything she'd been was gone it seemed. When she looked up a
buxom brunette was standing there in Benny's clothes staring at her.

     "What's happening to us!?", Michelle screamed in horror.

     Benny started to respond until a red-haired woman appeared before them.
She seemed nearly transparent and frowned as if something was preventing her
from doing what she wished.

     "Who are you?", Benny asked while backing up.

     The woman smiled, "A demon dear girl. Luckily for you I can't do more
than change you at present. That bitch Tiffany has warded the area and I
can't reform fully yet here. But in town however....that will be
different.", she said while disappearing.

     Benny gasped, "I've got to warn the guys!".

     She ran towards the house, ignoring her bouncing breasts as she raced
desperately towards the door. But when she touched it a shock seemed to roll
over her and she was thrown backwards to land on her shapely ass.

     "Jesus! Benny!", Michelle screamed while racing to help her transformed
boyfriend.

     When she reached the woman she stopped. Benny's clothing had been
transformed into a tiny bikini and her breasts were simply mammoth now,
twice the volume they'd been moments before.

     "We need to get help Benny!", Michelle said while helping the top-heavy
woman up.

     Benny was staring at his massive breasts when she spoke but then looked
up, "Wait. That woman said something about this area being warded. And she
seemed pissed that she couldn't do more to us than change our genders. I've
got the feeling that if we leave this woman could transform us further.".

     Michelle looked down at her in disbelief, "So we just stay out here!?
You look like a stripper and I look like a linebacker!".

     Benny pointed to the car, "We'll stay in the Camaro for now. Something
just seems to tell me we need to stay close to the house.".

     Michelle went along with her but kept wondering if she was going mad.
Maybe all of this was some kind of bizarre dream.


     A dark gravel road-----


     Pat Jalley frowned as he drove through the darkness. He hated
delivering pizza to these old houses out in the middle of nowhere. He'd been
lost for over thirty minutes and couldn't even find his way back to the main
highway now.  Then he spotted a woman standing in the middle of the road. He
slammed on the brakes and stopped a few yards from her.

     She seemed not to even notice how close the car had come to her.
Instead she was smiling at Pat even as she stripped off her thin white
garment.

     "What brings you out here my friend?", she asked while walking towards
him.

     Pat was mesmerized by her body. Her large breasts seemed to sway only
slightly despite their size. Everything about her was designed to be sexual.

     "I....I'm delivering a pizza to some old mansion.", he managed to say,
never taking his eyes off her naked body.

     She grinned again, "I happen to know where that home is dear boy. If
you do me one favor I might take you there.".

     "Wha....what do you want?", Pat stammered.

     She kissed him for what seemed like a minute, a kiss that left him
feeling as if he was going to faint.

     "I want you to make love to me. I dislike the sloppy methods I've used
in the past to create mates. I assume you have no objections to fucking this
lovely body of mine?", she cooed.

     Pat looked up and gasped, "Are...are you joking?".

     She reached down and caressed his groin, "I love a man who doesn't have
a clue.".

     Moments later they were in the back of his car. She moaned in pleasure
as he entered her and began to spell that would use their very sexual union
to accomplish her goal.

     Pat was in heaven as he made love to this impossibly gorgeous woman.
He'd never even had dreams that approached how awesome this woman was. She
made him feel like he could have sex all night.

     About four hours later Pat finally fell asleep from sheer exhaustion.
Patricia Jalley slept peacefully, having forgotten her past life now that he
r master was with her.

     The demon ran a hand over Patricia's perfect breasts and smiled. He was
male again as he'd not been in decades and had a bride to birth his progeny
over this world. She would be but the first. Every male mortal on this
pathetic world would suffer the same fate once he took care of Tiffany and
ended the rest of his curse forever.

     He had assumed the form of Pat Jalley now and drove on towards the
mansion. Soon Tiffany and her little friends would be dealt with and he
would be free to spread his power over the whole world of men.

* * * * * * * * * * 

part 4



     Lawrence tried all the windows and found them sealed as impossibly as
the front door had been. None of them were locked and yet he couldn't budge
any of them!

     "Lawrence!", he heard a woman snap from the stairs, "If I find you up
here with some bimbo you might as well start writing you will!".

     He frowned at the voice, "Renee?", he asked in confusion while walking
to join her in the hall.

     She stormed up to him angry and slapped him hard, "Where is she? Huh?
Where is your slut?".

     He grabbed her hand before she could slap him again, "What are you
talking about? That black woman downstairs? Tony and I found her unconscious
on that couch, we assumed she was with Gerard.".

     She frowned, "What about the other three bimbos? God Lawrence how could
you do this to me!?".

     As they were arguing Tiffany floated up through the floor and floated
above them until Renee saw her.

     "Oh.....oh GOD! What's happening!?", she screamed at the woman hovering
over them.

     Tiffany allowed her face and head to become Gerard's and for him to
speak through her, "Listen you guys, it's me....Gerard. I can explain all of
this if you'll follow me downstairs. But first Lawrence...you must be
changed for your own good.".

     She extended a hand and energy rolled over a stunned Lawrence. He
squirmed and spasmed a bit as his hips widened, his chest expanded, his legs
slimmed, and his features softened. When the magic had done it's work he was
as female as Renee. Yet to his own wonder he seemed quite comfortable in
this form.

     "Why aren't I freaking out?", he asked Gerard/Tiffany.

     Tiffany retook full control of her shared form and spoke, "Grabbing
your breasts and checking your groin for signs of your lost manhood?", she
said sarcastically.

     Lawrence nodded, "Yeah I suppose. I mean I shouldn't feel this normal
with the new balance, the mannerisms, and yeah...the boobs!".

     "What point would such a demonstration serve?", Tiffany sighed, "Other
than to reveal your own male egotism at losing your beloved manhood. You
remain an attractive, healthy human being...should being a woman be so
alien?".

     Gerard retook control from her, "Sorry for the sermon guys, just meet
us in the living room.".

     Tiffany floated back down through the floor, <Why did you interrupt
me!?>, she mentally asked her host.

     Gerard sent back, <We don't have time for it. Can't you sense
something?>.

     As they came into view above those in the living room Maxwell,
Tiffany's father who now was a twenty-year old girl yelled, "Daughter! We
need to prepare, the demon has regained male form and is returning.".

     Tiffany nodded as her own senses picked up the approaching demon, "And
soon, he'll be here in minutes.".

     "Whoa.....time out.....somebody tell me what is going on!", Erica said
while standing up, "I mean first we find out that our boyfriends have been
turned into women...then Gerard turns into a woman...or she turns into him
and goes through the freaking roof!? Now some demon is going to turn up and
kill all of us!?".

     Tiffany retained control of her shared form and spoke, "I know this is
strange, seeing your lovers as female as yourselves. But they must remain
women until after the demon is defeated. If the creature doesn't reach the
cellar by dawn's light in less than five hours we'll win....he'll be
banished and everyone will be back to normal.".

     Tony frowned, "And if he wins?".

     Tiffany sighed, "I won't lie. If we fail to stop him all of us will
become his brides...ALL of us Tony.".

     Maxwell nodded, "But we ain't beaten yet. Our wards should slow him, in
the meantime we'll need to figure out a way to stop him completely.".

     Erica looked next to her where Jerry still slept, transformed into a
stunning black woman with simply mammoth breasts.

     "So why isn't Jerry awake yet?", she said.

     Tiffany extended a hand and Jerry's eyes opened....allowing him a view
a wonderful pair of breasts. It took a second for his mind to remember all
that had happened. He sat up, amazed at how normal everything seemed to
feel.

     "Before you ask I'm using a spell to calm your feelings about your
gender change.", Tiffany sighed.

     Maxwell frowned at that, "Tiffany I think you should cancel those
spells. You're going to need all your power for later, and those calming
spells are a drain.".

     Tiffany mused for a moment then turned to Tony and Jerry. "Can you
handle this? Once the spell ends everything will seem as strange as it
should. You'll be off-balance and a little disoriented when you move around.
But now that you've been through the initial change everything should be
easier on your emotions.".

     "Do it.", Jerry sighed.

     "Same here.", Tony nodded.

     "Me too.", Lawrence said while coming down the stairs with Renee.

     Tiffany seemed to concentrate for a moment and then all three former
men gasped at the sudden rush of alien sensations.

     Lawrence nearly stumbled down the last few stairs as she lost the
knowledge of how to move normally for a female.

     Renee grabbed her before she could fall only to have one of her hands
come squarely to rest on one of her boyfriend's new breasts.

     "Sorry.", she managed to say, her own shock nearly matching Lawrence's.

     Lawrence looked down at her new chest and shook her head. When Renee
had touched her....God it had been intense! If she still had a penis she'd
have a boner, as it was her nipples has seemed to swell slightly.

     Jerry suddenly felt his much larger ass, his enormous breasts, and the
lack of a penis. He seemed a lot smaller but his chest was enormous!

     "My boyfriend the stripper.", Erica sighed while hugging him, "I think
I'm jealous though.".

     Jerry smirked and hugged her back, to say it felt strange was an
understatement.

     Aliana grabbed Tony's hand and smiled, "I'm sorry I kicked your ass
Tony.".

     Tony grimaced at the memory of getting pummeled by his now larger
girlfriend. His boobs still hurt from Aliana's scratches during their brief
cat fight.

     "When I'm guy again you can kiss and make it better.", he snorted.

     Aliana pulled his shirt up and smiled at his naked breasts, "Why
wait?".

     She kissed his nipple, teasing it with her tongue and drew a gasp of
pleasure from Tony.

     "I hate to interrupt this lesbian scene but we do have a
world-conquering demon on the way.", Maxwell frowned at the lovers.

     "Good point.", Tony said while smiling at Aliana.

     At that moment the front door exploded inward to reveal the demon, male
and in human shape. Alongside him was a gorgeous naked woman who smiled
sexily at them.

     "Knock, knock.", the demon said with a chuckle, "Did you actually think
your wards would even be worthy of a moment's notice for me?".

     Maxwell frowned, "Well....yes unfortunately.".

     After a glance at the women in the room the creature growled, "No men
eh? How do you boys like being women? I imagine you're just as ready to give
it up as I was. Join me willingly and all you'll have to do is birth one of
my progeny to regain your old forms. Refuse and see just what I can do.".

     Tiffany snorted, "You can't enslave them now demon. As women they are
beyond your power to control.".

     The demon nodded, "Indeed...but their bodies are another matter.
Observe what becomes of my enemies.".

     Renee and Lawrence found themselves kissing each other, when they moved
to part their tongues seemed fused together! A glance downwards showed that
their nipples were also one now. Their arms and legs seemed to turn to
something akin to rubber and tie around the other until they looked for the
world like a human pretzel.

     "Impressive is it not.", the demon smirked as Renee tried to scream.

     Tiffany took advantage of the moment to blast him with a searing bolt
of magic. Even as the demon turned to confront her Maxwell mirrored his
daughter's attack.

     "You gnats! I'll tear both of you apart!", he snarled while advancing
towards them.

     It was at that moment that Aliana kicked him in the balls from behind.

     The impact stunned the hellspawn, in taking human form he took certain
weaknesses that he shared with them. And demon or not a blow to that area
was enough to grab his attention.

     With his concentration broken he was hit by both Max and Tiffany at
once. The blast sent him hurtling towards the back door...and his own
altered wards to keep Benny and Michelle out of the house.

     A brief explosion resulted that left him lying outside the back porch.
He stood with a growl and started back towards the house....until he heard a
car flying towards him.

     He spun as a Camaro slammed into him at forty miles and hour. The car,
and he in front of it, slammed into the back of the house.

     Benny managed to crawl out and turned to insure that Michelle was all
right. The huge man that had been her girlfriend was already standing.

     "Who are you two?", Tony asked as they came out to see the destruction.

     The chesty woman in the bikini sighed, "I'm Benny....the guy is
Michelle.".

     Erica's eyes nearly popped at the sight of her oldest friend now a
gorgeous man, "Michelle is that really you?".

     The man nodded, "Kind of weird huh?".

     "Did that do it....is he dead?", Lawrence gasped as she came up,
"Whatever he used to twist Renee and me just reversed.".

     "Maybe.", Maxwell mused.

     The car and the wreckage around it suddenly was shoved aside as a very
inhuman looking creature stood. The demon had been forced to abandon his
human form, and the longer he existed in this state on this plane the more
power he would lose.

     "Now I'm angry.", it said as it opened it's mouth to reveal teeth that
would make a shark look meek.

     "This could be trouble.", Tiffany said simply.

* * * * * * * * * *


    Part 5



      The demon tossed the Camaro that had just plowed into him aside like a
leaf and then strode towards the stunned women before him.

     "How...how could that not hurt him?", Benny asked in shock.

     The creature grinned, "You still have little concept of who....and what
I really am! That impact might have killed a true mortal but for one such as
I it was like getting punched by a child. A brief pain and little more."

     "As for you...", he said while pointing to the huge man Michelle now
was, "Become the first of these mortals to serve me."

     Michelle spasmed as the male form she been forced into began to change.
Her breasts swelled to a much larger size that before even as she retained
the strength and height she had possessed as a man. And another thing
followed quickly....she lost any desire to injure the demon who was now her
master in every way.

     "Kill your former boyfriend my dear.", the demon chuckled while
pointing to Benny.

     Michelle smiled wickedly and grabbed the much-smaller woman that Benny
now was. Her hands squeezed the other woman's throat even as Benny tried to
plead with her.

     Suddenly Michelle felt a stabbing pain in her back and she let go of
Benny even as she felt herself change. She lost most of her muscle and her
curves even as she seemed to regress in age until she looked up at Benny.

     Benny only stared in shock as the woman she loved became a twelve-year
old girl. The insanity in Michelle's eyes seemed to have cleared though and
she was just as stunned by her further transformation as her lover it
seemed.

     The demon frowned as the person responsible for this new change stood
over the transformed Michelle.

     "Still trying to take over the world hellspawn?", the man chuckled.

     "As you should be.", the demon snorted.

     "Why? Because I'm a demon as well....please! I don't need to take over
anything! I have my little piece of the pie.", the man laughed.

     "Punishment to the wicked? You might as well serve heaven.", the demon
growled with distaste.

     Maxwell finally broke the silence by walking up to this mystery
intruder and punching him in the jaw.

     "Maxie! Is that any way to greet your old flame!", the man chuckled.

     "Old flame...you mean you have sex with him?", Tiffany blurted in
wonder.

     "Many times! In both sexes..after all I can change shape as easily as
my demonic brother.", the stranger said while growing longer hair, huge
breasts that threatened to pop the buttons from his/her shirt, and hips that
left her looking like a centerfold....only sexier.

     "I still can't believe you CHOOSE to live in that weak form!", the
demon snarled to his now female sibling.

     "I am the demon in charge of lusts and desires, and the punishing of
mortals in said areas.....and female form is no less powerful if you know
how to use it.", she cooed while running her hands down her shapely hips.

     Maxwell growled, "You let this bastard turn me into a woman forever
Botnar! And then you went and allowed my daughter to commit suicide to stop
him the last time! Now you turn up here to help? Or are you more concerned
with taking everything for yourself?"

     Botnar's eyes flashed and Maxwell's clothing vanished, "Frankly I
always liked you better as a woman Maxie. At least in this form you're more
fun to look at even if you remain over-dramatic as usual."

     Maxwell used another spell to return her clothing and tried to calm
herself, "So I assume you're here to stop your demonic brother?"

     Botnar nodded while looking at the other demon who glared in return.

     "His insane quest leaves me with no mortals to punish, so I have every
bit as much riding on defeating him as you mortals do.", Botnar said firmly.

     Michelle watched all of this in shock even as she tried to come to
grips with the realization that she was twelve-years old again. Benny was
trying to comfort her but that only served to remind her that her boyfriend
Benny was a woman sexier than she'd been.

     The demon stared at his brother Botnar then at the humans who he could
kill easily. Then he smirked and energy seemed to begin to swirl around his
body.

     "What's he up to?", Maxwell snapped at Botnar.

     Botnar frowned at his/her brother as the bigger demon swelled larger in
size and as magic seemed to ripple off of him.

     Magic seemed to rise out of the demon and into the air in a shimmering
pattern of energy that began to spread in all directions.

     "Now your choices are this mortals...you can try to stop me...and
perhaps with my bastard of a brother's help you might succeed. But if you
choose to stop me my spell will transform everyone within a ten mile area
into sex-crazed women...forever.", the demon said with a grin.

     Tiffany snorted, "I doubt forever! The moment you're banished all of
your magic returns with you!".

     The demon grinned wider, "Not this time....yes I imagine this area will
become quite popular with that many ladies present."

     Maxwell frowned and turned to the others, "I think he might be telling
the truth for once."

     Botnar nodded, "He is. The fool used some of his own life force to cast
the spell...such a spell is permanent. Take your mortal friends Maxie, take
them and try to stop his spell before it changes more people."

     Tiffany started to follow her father until Botnar grabbed her shoulder,
"Not you my dear. I'll need your powers."

     She frowned at the demon of lust, "But....if my dad can't stop
him...how can I?"

     Botnar sighed, "You're far more powerful than you believe Tiffany, and
even more so now that you've bonded with young Gerard. You see Gerard has
the potential to become quite powerful."

     Maxwell nodded and hugged her daughter, "Take care of yourself kid. I
hope we get the chance to catch up on old times when this is over."

     Tiffany smiled, "Me too daddy. Be....be careful."

     Botnar and Tiffany wasted no time in launching an attack on the demon
but their bolts were being deflected by the creature's mystical shields. It
almost seemed as if the demon was grinning at them even as they slowly
burned into his defense.

     "Why....why is he smiling at us? We're going to break his shield in a
few minutes!", Tiffany yelled to her ally.

     Botnar squinted as his senses washed over the demon in front of him
then he shrugged.

     "I can see no other magic emanating from him...perhaps he's gone mad.",
he said in confusion.

     Maxwell left the house with Benny, Tony, Lawrence, Michelle, Aliana,
Erica, and Renee. All of them could see the cloud of energy slowly making
it's way across the countryside...slowly heading towards the town of
Derkers...only a few miles away.

     Erica looked around with a frown, "Hey....where's Jerry? I don't see
him....her anywhere."

     Maxwell frowned at that, had the demon somehow managed to spirit Jerry
away during the confusion?

     "We can't worry about it right now...we have to stop that spell and I
think I know how. But I do have to warn you...the spell will have dire
effects should we cast it.", Maxwell said with a frown.

     "Such as?", Tony asked.

     Maxwell motioned down at her own body, "It is the same spell I used to
stop the demon years ago. It will lock all of you former males into the
female bodies you now wear forever...the ladies it will turn into males."

     "Turn me into a guy!?", Aliana said in horror, "I don't want to grow a
dick!"

     Tony grabbed her by the shoulders, "Allie...do you think I want to stay
a buxom girl? We have to do this or everyone suffers. This way only our
little group suffers from the demon's spells."

     Erica nodded, "I can't say I'm thrilled about it....but I'll do it. I
just wish Jerry was here."

     They linked hands and started to repeat the words spoken by Maxwell. If
anyone saw them they would have seen energy shimmering about the eight
figures.


     Inside the house Tiffany and Botnar were close to finally breaking the
demon's shields...when someone plunged a knife into Tiffany's back!

     Tiffany screamed in pain and lost control of her powers as she slumped
to the ground. That left Botnar to frown at his/her brother.

     "The slave you created earlier...the one that came into the house with
you. She's been hiding until the time was right to kill Tiffany.", Botnar
said with a low growl at the end.

     "Devious am I not. Lovely Patricia is but the first of my new brides.",
the demon chuckled.

     "Patricia...make sure the mortal witch is dead.", he instructed his
servant.

     Patricia nodded and reached down to stab the bleeding woman beneath her
again...until someone grabbed her wrist.

     "She's my friend you bitch!", Jerry snapped as she punched the other
woman in the face.

     Patricia tried to fight back but Jerry was slightly larger in size and
had known how to fight as a man better than Patricia had when she'd been
Patrick.

     "The one I altered in race...how could she have been inside the house
without me sensing her!", the demon roared at his brother.

     Botnar frowned, "I don't know. But I think the time for mortals in our
game is done."

     The two demons allowed their true powers to collide between them. And
as both of them had known before the battle began....Botnar was completely
overmatched.

     Jerry knocked out the redheaded bimbo who'd been serving the demon then
turned.

     She managed to see Botnar knocked to his knees by his brother..who
continued to advance on him.

     Botnar was barely able to hold back his brother's power now and it was
still hours to dawn. It seemed as if his long life was soon to end...and the
world was soon to follow.

* * * * * * * * * *

part 6----


     Smather's Farm---just a mile from the Lorenzo mansion--


     Matthew Smathers woke up and frowned at the light shining in his
window. Had he overslept again?

     Then he saw his wife Harriet dozing next to him and frowned...she was
usually up even before Matthew.

     He glanced at the clock and raised an eyebrow...the clock said it was
only 2:00 A.M.

     He got up and walked to the window and stopped in shock at what he saw
there. A cloud of energy seemed to be slowly moving towards his farm!

     "Harriet! Get up...please get up now!", he yelled while shaking her
awake.

     Harriet opened her eyes and saw what he was frantically pointing at
then screamed in horror. In moments both of them were racing towards
Matthew's truck in only their pajamas.

     "Oh Lord! It's too late!", Matthew screamed as the energy rolled over
them.

     Both of them felt as if their bodies were on fire as the energy rippled
around them like water....and to Matthew it seemed as if his flesh was
shifting.

     When both of them could see again Matthew was staring at a twenty-year
old woman wearing Harriet's nightgown. While Harriet had been rather plain
and in her late thirties this new version looked like a centerfold girl. Her
breasts were simply perfect and yet it seemed Harriet was staring at him
with an expression of shock.

     Matthew looked down and saw his pajama top tented outwards by an
enormous pair of female breasts. He reached down between his legs and found
no trace of his penis or balls. Then both of them seemed to feel their minds
cloud.

     "I need a man so bad.", Matthew moaned as she unbuttoned her top to
reveal her breasts.

     Harriet giggled as she reached over and kissed her former husband's
rosy nipples, "You look so sexy Matthew...maybe we should go back upstairs
and get better adjusted to our new bodies."

     Matthew smiled, "If you were a man I'd love to....but the Master wants
us to find as many men to serve as possible."

     The two girls started the truck and drove off in search of the only
thing on their new minds.


     The Mansion's front yard---


     Maxwell Lorenzo reached out with her senses and began to shape the
counter-spell to stop the demon's magic. She could sense it changing people
already, some as far as a few miles away. But with any luck this would stop
anyone else from suffering the same fate.

     She tried to remain focused but she could also sense that her daughter
Tiffany was near death...again. And Botnar seemed close to being overcome.
Even if they managed to corral this.....this..

     "I've got it!", Maxwell laughed as she raised her hands and cast a
quick spell that she weaved into the total energy.

     The counter-spell rippled from them like water flowing through the sky
until in contacted the demon's initial spell already nearly three miles
away. The bright flare of energy let them know that the spells had merged.

     Tony frowned as she saw her girlfriend Aliana now transformed into a
man. All of the girls were male while Tony, Benny, and Lawrence were
girls....maybe forever now.

     Then she saw the massive shroud of energy rolling back towards them.
The green shimmering magic seemed to be moving like a thing alive, searching
for something...or someone.

     Maxwell turned to run back into the house even as her spell approached
but a massive discharge of energy sent her sprawling backwards in shock.

     "He's warded the house. Gods! I can't get back in to help Tiff and
Botnar!", Max managed as she recovered.

     "What about the spell? Why didn't it just fade out?", Erica asked in
confusion as he looked up at the approaching curtain of energy.

     Maxwell pulled herself back up and grinned a bit, "I thought of a
better use for it. And if I'm right it won't have any problem with the wards
either."

     She just prayed that everything worked out the way she hoped or they
would all be brides to that demonic sleaze.


     Inside the Mansion---


     Botnar grimaced as his shields started to give. His brother had no
intention of sparing or transforming him it seemed. He knew that even a
demon could die, and it seemed that he was very close to finding that out
personally.

     "Now you see the rewards for living among these sheep brother, you get
to die just as easily as they.", the demon chuckled as he looked down at his
fellow hellspawn.

     "No...you know they'll come for you....all of them. Neither Heaven or
Hell can allow you to....win.", Botnar said through gritted teeth.

     The demon laughed, "By then I'll be ready for them with children ready
to serve me every need."


     Across the kitchen Jerry Taskin found herself watching two demons
fighting it out. In the last two days Jerry had been transformed into a
woman, then changed further into a black woman with breasts that were truly
awesome in size. Then she had witnessed the apparent murder of her friend
Gerard, who just happened to be sharing his body with the spirit of a woman
named Tiffany Lorenzo...who just happened to be a sorceress....oh yeah and
Tiff's dad was a woman barely old enough to vote.

     Just thinking of all the bizarre events made her head hurt. But as
strange as things were now, well they were going to get a hell of a lot
worse if Botnar lost.

     She knelt beside Gerard's body, which had reverted to his male form.

     "Gerard...please get up man! We're toast if you don't pull off some
sort of miracle!", she pleaded.

     But Gerard didn't stir at all, and Jerry couldn't even tell if her
friend was even alive anymore. She lowered her head and prayed to whatever
powers might answer for the miracle that she'd asked Gerard for.

     <Maybe not a miracle kid but I'll do the best I can.>, Tiffany said as
she congealed in front of him.

     "Tiffany!? But does that mean that Gerard is dead?", Jerry asked in
horror.

     The ghost looked down at her host and grimaced, "I was thrown from his
body....I...I don't know. But as callous as this sounds we don't have time
to worry about it Jerry. If we don't stop the demon then this was all for
nothing."

     Jerry nodded, "I understand but you can't use my body right? I mean the
only reason Gerard could see you was because he had magic or
something....isn't that what your dad said?"

     Tiffany smiled a bit, "But your body possesses magic as well, both my
own and the demon's magic holds you in that form. Thus I should be able to
possess you as I did Gerard...but I'll lack the same power as that body gave
me."

     "Do it.", Jerry said calmly.

     She felt Tiffany swirl into her and then the sharing of their minds and
thoughts. It was an amazing experience to merge with another being but even
more so to feel the power Tiffany carried.

     Tiffany wasted little time in firing a bolt of magic at the demon.

     The hellspawn frowned and turned to see Tiffany standing again.

     "I thought I killed your host little witch. No matter, without Botnar
you are a pest and little more.", he said while smiling.

     He merely raised a hand and Tiffany/Jerry gasped as their throat seemed
to close. They couldn't draw a breath no matter how much they tried and none
of the spells Tiffany tossed at the creature seemed to affect him.

     The demon kicked his unconscious brother aside and knelt in front of
the suffocating woman.

     "You would have made a fine bride my dear. I shame to waste the lovely
body I gave poor Jerry.", he chuckled.

     At that moment something seemed to get his attention as he sensed his
wards being penetrated. He looked up and frowned as a shimmering wall of
energy seemed to roll through the walls of the kitchen and towards him.

     "My own spell? But how could that mortal have turned it upon me!?", he
growled while holding the energy at bay with another spell.

     Tiffany felt her throat relax as the creature turned his attention
fully to dispersing the massive wave of magic that he had created.

     She blasted him with searing bolts of energy but he didn't even bother
to turn towards her or to defend himself. Her attack could only annoy him
and thus he felt no need to block her stings.

     For a moment it seemed that he might stop the spell, after all he was
holding it on place and none of the mortals could stop him. At least it
seemed that way until a massive burst of energy smashed into his back.

     He cried out in pain and turned to see how the woman had managed to
weave such a spell...only to have another beam crash into him even more
powerful than the first.

     Tiffany turned her head to see who her new ally was and stopped in
shock at seeing Gerard not only alive but glowing with energy unlike any she
had ever seen.

     Gerard smiled at her for a moment then turned back to the demon.

     Still staggered by Gerard's attack the demon was straining to hold back
the energy that moved ever closer. But every time he tried to push back the
spell that damned mortal seared him again with power that he'd only felt
from an archdemon or and angel.

     The battle seemed to go on for some time in this fashion until the
demon glanced at the clock.

     "Sunrise in less than a minute mortals! And when the sun rises I regain
my FULL powers! I can reclaim my position as an archdemon and burn all of
you into ash. There isn't anything that can defeat me in the time left.",
the demon laughed.

     Gerard merely smiled, "Actually there is. You see I was waiting for
this."

* * * * * * * * * * 



     Part 7


     The demon snorted, "Waited for this? You think your power can stop me
once I reclaim my full powers?"

     Gerard grinned, "No. But in waiting until the last moment I've insured
that you won't be inside....or a man...when the sun rises in a few seconds."

     Before the demon could even contemplate those words the spell
assaulting his shields focused into a tight beam, seemingly increased in
power, and ripped through his shields while throwing him against...and
through...the wall.

     He tumbled to the grass outside even as the spell wrapped around him
like a living thing. He screamed in pain as his body seemed to shift in size
and shape then screamed again as he realized just what Gerard had done.

     The demon felt the sun's ray touch him...now her. Instantly all of her
powers and immortality were gone and she was indeed what she appeared to be
now...a gorgeous and very human woman.

     "No.", she whimpered while trying to feel any of her former powers
within her.
    Gerard floated through the hole in the wall and smiled down at the
woman.

     "You should have run when I attacked you, but you assumed that without
Tiffany I wouldn't have any powers. It seems someone heard Jerry's prayer
because I woke up feeling power so pure...well I'm sure it isn't from your
master.", Gerard said while lowering himself to the lawn.

     The former demon seemed not to even be listening as she stared blankly
at her new body. She didn't even speak as she knelt there...all she seemed
capable of was a whimper as the loss of all she'd been hit her.

     "I did warn you brother.", Botnar said as he, now she once again as
she'd shape-shifted, staggered out of the house.

     At the sound of her brother's voice the demon looked up, "Botnar!
Please help me! I've become a human! I'll grow old....I'll....I'll die. I
don't want to die!"

     Botnar knelt beside the woman and hugged her.

     "Shh. I'll take care of you Tramad. But I can do little for your lost
powers.", she said while holding the nearly broken former demon.

     Tramad broke down sobbing at that and lost all cares about the mortals
who had defeated her.


     Tiffany separated from Jerry and floated in front of Gerard as they
watched the brothers.

     "Gerard....I....", she didn't quite know what to say.

     The boy smiled, "I love you Tiffany. And whoever...whatever sparked
these powers in me...well they gave me one wish."

     The ghost started to speak until she felt herself tingling. Her
transparent form seemed to be solidifying! She fell to her knees as she was
once again a being of flesh and blood.

     "But....how can this be?", Tiffany said as she touched her restored
flesh.

     Gerard helped her up and kissed her, "Does it matter? I always wanted
to meet you in the flesh....after living in one body with you and seeing all
that you were, well I have no doubts about my feelings."

     At that moment Maxwell and the others ran into the back yard to see
what had happened.

     "Tiff!?", Maxwell gasped while realizing that none of the others were
missing as they would have to be were Tiffany using them as a host.

     Tiffany smiled, "Dad! I...I don't know how but I'm alive again!"

     They hugged warmly even as Gerard watched with a smile.

     "Mister Maxwell if you have no objections I'd like to ask for your
daughter's hand in marriage.", Gerard asked.

     Tiffany's eyes widened at that as did Maxwell's.

     Max smiled as she looked at the boy, "If Tiffany chooses it then I have
no objections kid. After all from what I sensed you just saved the whole
world."


     At that moment a woman's scream sounded as a buxom redhead raced out of
the house naked.

     Pat Jalley felt as if he was in a nightmare. He remembered having sex
with that gorgeous woman he'd picked up on the way to this house...but
everything between then and a moment ago was a blank. Worse was the fact
that he'd found himself lying on someone's kitchen floor not only naked but
somehow transformed into a very well-endowed woman!

     "Holy shit!", she screamed, "What the fuck did you people do to me!?
I've got tits for God's sake!"

     "I thought the demon's victims would revert in time?", Tiffany said in
confusion.

     "She was a bride of his. I'm afraid she won't change back.", Maxwell
sighed.

     Pat's mind spun at all of this, she was married to someone!? Seeking
escape from this strange turn of events she passed out.

     Gerard turned to his friends and grimaced at the changes in them. None
of them would ever be as they were again...and it was all his fault.

     "Listen guys I'm so sorry I ever got you involved in this! If I'd known
that any of this might happen I wouldn't have risked it.", he apologized.

     Tony sighed, "I can't say I'm thrilled to be a woman for the rest of my
life Gerard but if we saved the world...well that's worth it right?"

     Lawrence nodded, "I'd rather be a woman than some knocked up sex slave
to a demon."

     Benny looked down at her abundant breasts and grimaced, "We'll make
it...I guess."

     Michelle suddenly morphed into her normal female self as Botnar
reversed his change of her. All of the demon's magic had disappeared from
her as well so of all of them only she and Gerard were as they'd been.

     Benny frowned even more, "Guess I won't be man enough for you now."

     Michelle kissed the other woman and chuckled, "Benny you moron! I love
you."

     Benny smiled at that, "So it doesn't matter that I'm a girl?"

     Michelle grinned, "Well....kind of. It means we'll have to be
lesbians."

     The two women hugged again then walked inside to talk.

     Aliana touched Tony's shoulder, "Tony....I...well I know this is weird
and all...but..er...do you want to stay together? I mean you're a woman and
I'm....I'm a guy...I can understand in you'd rather not."

     Tony grinned, "Allie I'd say we're perfect for each other, I'm a man in
a woman's body and you're just the opposite."

     Renee looked at her new muscular male form and groaned, "But how do we
explain this!? I mean we can't show up for school like this!?"

     Gerard looked over to Botnar and the demon nodded, "I
have....connections. Give me a day or so and I'll have new identities for
you as well as to alter your personal realities a bit."

     Lawrence sighed, "Guess I won't be on the football team in this body."

     Renee smiled as he hugged the woman, "I still love you
stud...er...should I call you babe now?"

     Botnar scooped up her former brother, "If you will all excuse me I need
some time alone with Tramad, the first reality I have to weave is for her."

     Everyone returned to the mansion to await whatever new lives the demon
and Gerard could craft for them. In the meantime Lawrence and Renne, as well
as Tony and Aliana, went upstairs to see how sex was from the other side.


     One month later-----


     Laurie Adams sat watching the football team working out. While she
remembered everything that she'd been as Lawrence nobody else did. Even her
parents only remembered Laurie.

     She missed being a guy at times, like when some idiot was checking out
your ass or staring at your cleavage. And being so much smaller and weaker
was the pits...but there were advantages to being the fairer sex.

     Her boyfriend Rich, formerly Renee, waved at her as he took a break
from playing quarterback. While Rich was new to being a guy he'd quickly
showed a great throwing arm and some raw ability. Between having fun Laurie
was trying to show him how to actually be a football player...while Rich
showed her how to be a cheerleader.

     "Kind of weird to be watching isn't it.", Toni Howser said as she sat
down alongside her best friend.

     Laurie nodded while noticing Alan Hall, the former Aliana, waving at
them.

     Toni smirked, "The big lug still doesn't know an end sweep from a flea
flicker, but as big as strong as she...he became. Well the coach figures he
might be All-America in a few years."

     Laurie grinned, "You notice that both of them are still brains? I mean
we didn't come anywhere near a 3.5 GPA when we were guys."

     Toni giggled slightly, "I don't even now! Inside we're still the same,
brains or lack thereof I guess."

     "Hey guys!", Jerri Taskin said as she walked up with her boyfriend
Eric, Betty Perkins, and Michelle Basren.

     "The gang is all here!", Betty said as she plopped down beside the two
girls.

     "All except for Gerard.", Laurie sighed, "He still feels guilty about
what happened to us."

     "Um....do you guys mind if I sit with you?", Patricia Jalley asked
nervously as she walked up.

     "Patricia right?", Toni said while looking at the girl, "You were the
pizza man if I remember right."

     The chesty redhead sighed, "Yeah. Listen I...I don't really know how to
deal with this. I was hoping I could hang with you, all of my male friends
only remember the girl I am now. My best friend wants to sleep with me
because to him I've always been his girlfriend...this is so weird."

     Betty grinned, "Try having everyone remember you as a lesbian! My mom
and dad aren't too thrilled with Michelle."

     Eric smiled at the girl, "Sit down Patricia, we're all one big
transformer club."

     "What about us? Can we join the club?", Gerard said as he walked up
with Tiffany.

     Toni grinned, "Are you kidding!? I thought you were never going to talk
to us again! Sit down man!"

     Laurie smiled at them, "So when are you guys getting married?"

     Tiffany blushed a bit, "Not for a few months. I wanted to get used to
being...well...alive again. And Gerard is still trying to adjust to his
powers."

     Jerri chuckled, "So we come out of this as girls while Gerard ends up
as a sorcerer? Man what luck!"

     Betty pinched the enormous-breasted black woman then grinned, "Says
Miss I'm Posing Nude!"

     Jerri grimaced slightly even as she glanced at her boyfriend Eric, "You
weren't supposed to tell anyone about that!"

     Eric shrugged, "You said it didn't bother you so I figured why
not...after all you said you were proud of your body."

     Toni's eyes widened, "You're posing for a men's magazine!?"

     Eric smirked, "And the little minx is a stripper...and don't even get
me started on her in the sack."

     Jerri groaned as her boyfriend spilled all of her secrets.

     Gerard smiled, "The demon's spell mixed with Tiff's on you Jerri...I
can only assume it made you a little more....sexual... than the others."

     "Whatever. All I know is I don't have a problem with people seeing my
body. That doesn't mean that you morons need to come see my show however!",
she growled back at Betty, Toni, and Laurie.

     Toni smiled, "Why not? After all to everyone else we've been
girlfriends since we were little kids."

     Gerard nodded, "Although I keep hearing these rumors about me having
four beautiful women as my best friends."

     Tiffany grinned at that, "Just as long as it stays a rumor."

     Gerard laughed, "I don't think I've got a worry there! After all they
might look like women but I still remember them as my best friends."

     Jerri changed the subject, just thinking about sex was getting her a
little horny.

     "Er....so what happened with Botnar and the demon?", she asked Gerard.

     Gerard smiled, "Oh....you didn't hear yet? Well let me just say the
demon is not going to bother us again."


     The Passion Pit---a strip club in Chicago


     Botnar sat in the crowd soaking up the sins and desires of the men
watching the shows. Shifted into her more accustomed female form she had
even been hit on a few times. But pleasure was hardly the reason she was
here.

     Peaceful or not she was a demon, and there were those in this crowd who
deserved punishment.

     She glanced at the two over-muscled men in white t-shirts sitting in
front of her. Both of their souls were black to her, their sins so foul that
they fell into her care for punishment. Were they slightly out-of-balance
Heaven would send them someone to offer redemption. But those who were
unredeemable....well they fell to Botnar.

     She looked up on stage as a gorgeous brunette with ample breasts
started swaying to the music. She wondered how many of these men would
desire the voluptuous woman if they knew what she'd been up until a month
ago.

     Her demonic brother Tramad had tried to throw things out of balance by
gaining awesome power and taking over the Earth. It was a mission doomed to
fail from the beginning, neither Heaven nor Hell could allow such a thing to
ever happen. After being defeated Tramad had been transformed into the sexy
young girl on stage. The mental changes had taken much of the last month.

     Botnar had not affected her mind at all. She had merely pointed out the
options, one of which Tramad had eventually agreed to. That was how they
found themselves together in this bar.

     Tramad had agreed to use her body to entice the men on stage, to lure
those who Botnar needed to punish. In return Botnar took care of her
financially and made sure she suffered no abuse.

     As Botnar watched her new sister she smiled, in only a short time
Tramad had grown quite adept at dancing, at using her body to arouse the
men. Just as she was at the moment in fact.

     The two men Botnar had targeted were indeed falling under her sister's
spell. After the show Tramad would lead them to a hotel room...where Botnar
would be waiting.

     She wondered how the two would like spending their next ten years as
strippers.

     "I thought we had plans for tonight.", a young woman said from behind
her.

     Botnar knew who it was even without turning around, "Maxie I told you
we'd go out after I finished work."

     Maxwell Lorenzo sat down beside the female demon and smirked, "Your
sister seems to have grown fond of her new profession."

     Botnar nodded, "It might be part of the spell. She also seems much
easier to get along with. Who knows? Maybe one day I'll restore her to a
demoness....maybe in about fifty years or so."

     Maxwell kissed the demon on the neck, "So when do we tell Tiffany about
our marriage?"

     Botnar grinned wider, "Perhaps the same time we tell her about her new
sister, whenever we get around to that."

     Max grimaced, "I am NOT ready to be a mommy."

     The demon chuckled, "But you would do so well at it!"

     At that moment the announcer spoke over the loudspeakers, "Okay guys
give it up for Demonica!"

     Maxwell grinned at the name, "Was that your idea?"

     Botnar watched her sister leave the stage and then turned back to Max,
"Actually no. I hate to say it my dear, but I have to go....business calls."

     Max watched the woman leave behind the two muscle-bound oafs, knowing
Botnar those two guys would be working at the bar by tomorrow night.


     Back at the school Gerard watched his transformed friends leave. It had
been one hell of a month since they'd saved the world. He still wasn't sure
what had granted him these powers, Tiffany had mentioned that she'd known on
his potential but even she was amazed by the sheer power he now carried.

     If it was Heaven that had granted him this power then why hadn't they
taken it back yet? Did the fact that he still had this might mean that all
of this insanity wasn't over yet....or that it might return?

     "Quit brooding Gerard.", Tiffany said as she hugged him, "Only comic
book heroes spend time thinking to themselves. We won, we're together, and
we're alive...what else do you need for a happy ending?"

     "Yeah.....but things like this never really end do they?", he sighed.

     Tiffany smiled, "They already have. The demon is a stripper now working
with her brother Botnar....who is dating my female dad. No loose ends to tie
up, it's all over!"

     Gerard nodded then grinned, "If you say so Miss Lorenzo."

     She kissed him and then led him to join their friends.


     Smathers Farm---


     Harriet Smathers smiled as her former husband Matthew swayed into the
room nude. Their master might be defeated but that didn't mean that his
dream had died completely.

     "I assume you didn't get into town dear?", Harriet cooed as she kissed
the buxom woman.

     The former man, now calling herself Mindy, sighed before speaking.

     "I got on the Internet instead. I can't find any mention of the master
at all. And we'll never find the books we need to being about his goal of a
female world.", Mindy said with a pout.

     Harriet smirked, "Why not? We've got plenty of time now that we're both
young. But I've got something in mind for the present."

     Mindy started to ask until the blonde knelt in front of her and
proceeded to take her mind off of things.

     "I....ummm...I like this plan.", Mindy moaned.

     "I thought you might dear.", Harriet laughed as she continued.

     She knew Mindy was still thinking like the master had programmed her,
thus poor Mindy was little more than a sexy bimbo. Harriet herself was
mostly back to normal...other than being a gorgeous youngster with constant
thoughts of sex.

     Harriet had no intention of ever finding the damned books anyway...all
she wanted was as much sex as she could handle. Unlike her transformed
former husband she was glad the demon had fallen....what fun would the world
be without any men anyway!


     the end-----