Deep Cover Chapter 3

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Chapter Three



The rumble of a truck moving past the van woke him and for a moment Scott didn’t know where he was.  Then he remembered yesterday.  He reached up and felt the soft flesh on his chest.  Fatalistically he slid a hand between his legs and found his sensitive feminine sex.

“Son of a bitch!”  The female voice made him want to scream.  “They better have caught Hazard or I’m going to kill Rhonda.”  He was warm and comfortable but there was a pressure in his bladder and as he squeezed muscles to hold it he felt himself start to leak.  “God-dang girl body.” 

Not wanting to piss himself Scott climbed out of the sleeping bag.  He’d traded the dress for shorts and a t-shirt before he’d gone to sleep.  Now he got out of the van and hurried toward the bathroom.  He felt the bite of cold air and then it faded.  At the same time he noticed the rough gravel under his sensitive feet.  The discomfort faded as well.  He paused, thinking.  Then the realization hit him, “Oh, shit, my shield was up while I was sleeping.  It just adjusted to keep me warm and protect my feet.  This is amazing.” 

Distracted by his discovery he almost went to the men’s room before stopping at the last second.  Then feeling embarrassed even though there wasn’t anyone around he shifted over to the ladies bathroom.  His bare feet would have bothered him except that he now knew there was a layer of energy protecting them.  It was a nice restroom for a rest stop.  A big mirror over a row of four sinks.  Beyond the sink were four stalls and then he spotted what looked like a shower. 

“I guess lady truck driver’s stop and take a quick shower.” 

Everything was surprisingly clean and suddenly this was more important to Scott when he realized that he’d be exposing his soft parts and sitting to pee until he got switched out of this body.  He pulled down shorts and underwear Scott grimaced as his underwear peeled away.  There was a sticky spot that had dried overnight and then stuck to his pussy. 

“Now I know why women try to take a shower after sex.  This is gross.” 

He’d been in a hurry when he’d cleaned up and evidently he’d continued to leak seamen even after he fell asleep.  Sitting down to piss was still new, even after a week in Rhonda’s body female plumbing felt strange and it stung a little when he got started. 

When he went to the bathroom mirror to wash up he was shocked at the sight.  Still pretty, but disheveled, Cindy’s face looked back at him.  His hair was wild and the little makeup he’d worn needed to be washed off.  He discovered that he had to focus on pulling back the energy that covered his body until it hummed beneath his skin, to wash his hands and face. 

“I bet this shield is up even when I sleep.  It’s like the default mode.  Talk about a defensive talent.  I think the only reason CC was able to switch us was because she’d pulled the shield into her body so she could enjoy the sex.” 

He slowly reached and ran tiny fingers over delicate cheekbones.  The woman in the mirror copied his every movement.  “The green eyes were hard to miss but I didn’t realize Cindy had freckles.”  He reached down and cupped his soft breasts feeling their weight and resisted a shiver.  “So much more sensitive than Rhonda’s.”

A memory from last night flashed into his mind, looking up at Cindy as she rode him.  Her tits had been bouncing enthusiastically and her eyes glowing with lust and power.  He’d thought she was the most beautiful creature he’d ever touched and projected that lust into her.  That’s when she’d gone wild with power.

Scott gave his reflection a wink and then caught a whiff of his musky feminine odor.  In his hurry to answer the call of nature Scott had forgotten to grab the toiletries from the van.  This caused an extra trip before he could brush teeth, hair, and added deodorant and a small amount of makeup.  Feeling human Scott checked the time.  9 a.m., “A few hours to go until Mr. Chen calls.” 

Scott returned to the van and noticed that besides the highway and the rest stop there was nothing around.  The tree line was a thirty yards away beyond the area set up with picnic tables.  Knowing he needed to test his abilities Scott locked the van, grabbed and energy bar and a bottle of water and headed for the trees.  As he walked he ate the bar and drank half the water.  In a few minutes the trees opened into a small clearing and Scott stopped looking around. 

Scott took his time scanning the tree-line it wouldn’t do to be seen.  It was mid-morning and he looked around.  “I guess the coast is clear.”  He could feel energy humming along his skin just above the surface covering his body completely.  The feeling gave him a sense of comfort and security.  As long as the shield was active nothing could hurt him. 

“Let’s see if that file was accurate.” 

The week he’d spent trapped in Rhonda’s body had been, according to Dr. White, to train both him and Rhonda for this mission.  He hadn’t fully appreciated Dr. White’s methods until now.  Two hours a day working psionic exercises to break down the blocks CC had put in his mind had vastly improved his mental discipline.  Two hours a day working to access skills implanted by CC would come in handy now depending on how many of Cindy’s memories, mannerisms, and skills CC had been able to implant.  

The physical aspects of his training would also be useful.  Combative training in Rhonda’s body had been eye opening.  Scott had learned to fight in a female body and he even acknowledged that it had made him a better fighter.  Lastly, for two hours a day he’d studied written reports and the limited film they had on Cindy Snow. 

“You need to learn everything you can about Cindy, just in case something goes wrong.”  Dr. White had lectured him.  She went into detail on Carnifex’s powers.  Most of it was speculation.  There were videos of her flying into a raid, suddenly appearing out of nowhere, lifting cars, and even an APC with just a gesture.  “That’s why the Agency thinks she’s a telekinetic.  But it’s really this amazing energy shield.”  Bank security video showed her pulling open a vault door and then escaping with pallets of cash floating along in a row behind her while bullets bounced off. 

“She is a high level D-class Energizer perhaps as high as level seven or eight.  There are reports of her seeing in the dark, hearing things beyond the normal human spectrum.  We’re not sure if this is a minor physical gift or related to her D-class.” Doctor White had lectured.  “We have government energizer mutants who can bend light making them invisible.  They can use energy to enhance hearing and sight.  There are two who can bridge the distance between points with their minds.  We’re not fully sure what Carnifex is capable of doing.  Some of the best mutants in Australia and Asia have tried to catch her and failed.”

The reports on her abilities and speculation on how she manipulated energy by government mutants was particularly interesting.  ‘Is she addicted to sex or is it tied to her powers?  If it’s tied to her power then she must have either an A or B class mutation in addition to her D-class.  Too bad Dr. White isn’t around to ask.’

He was already sure that the energy he’d given to Carnifex during sex had boosted her senses.  He’d felt a slight drop from his normal perceptions but nothing like when he’d become Rhonda.  He hadn’t had a chance to test his abilities since making contact with the Fist had been the top priority. 

“Okay, time to do a little testing.” 

At first he just examined the area trying to use every sense to perceive the world around him.  It was less than a day since he’d filled Cindy with his male sexual energy and it felt like his senses were starting to fade. 

“I wonder how often Cindy had to have sex to stay at peak capacity?” 

He focused on the energy field flowing over his eyes.  This was the first test Dr. White had recommended.  He tried to will it to shift frequencies, to give him sight in a different spectrum.  At first nothing happened and then everything faded to black and white.  Looking around Scott giggled when he realized that objects that were warm were white and objects that were cold were black. 

“I can see into the IR spectrum!” 

Abruptly he lost control over the shield over his eyes and his vision snapped back to normal.  At the same time he felt a slight headache.  “I wonder if Carnifex knew she could do that?”  When Scott had been reading through the packet put together from government D-Class mutants they’d offered several suggestion for testing Carnifex’s powers.  Dr. White had added her thoughts by writing him notes in the margins. 

Scott looked at the distant end of the clearing and focused on a tree.  He tried to see it as clearly as possible and again willed the energy field over his eyes to help.  Abruptly his vision blurred and then zoomed in.  “HA! Telescopic vision.”  This time it felt more natural and was easier to hold.  “I bet this is a skill Cindy used.”  

Scott relaxed his focus and his vision returned to normal.  “I need to start with the basics and approach this more systematically.  I know I can extend my energy to cover other things and lift them.  How much can I lift with my power?  How many things can I move at once?” 

Scott focused on the tree across the clearing and without thinking about it he rose into the air.  He sensed the energy as he extended it to the tree wrapped it in his power and then he ripped it from the ground.  He felt the slightest strain.  “Oh, shit.  I’m strong.”   





“Carnifex, this is Frank.  The money has been transferred.  I’m texting you an address.  Be there by six tonight.”

“Fine.  What do you need me to do?”

“Basically, you’re muscle.  My boss will give you more details in person.”  Then the line went dead. 

Scott looked down at the phone and quickly committed the address to memory and then squeezed.  The phone cracked and broke into several pieces before Scott dropped it. 

“Never trust a phone.  At least not today with all the government techies!” 

It was only a few minutes after noon and Scott felt fatigued.  He looked around the field where he’d been learning about his powers with a sense of satisfaction.  He’d pulled up a few trees and then destroyed them as he learned different ways that Carnifex used her powers.  He still felt the knot of power he’d woken up with, power he assumed Carnifex recharged by having sex, four hours of hard training had reduced it by half. 

“Now that I know where I’m going I should check in.”  Then he looked down and even though he felt tired, his body felt fine.  The work had given him a strange sort of mental fatigue instead of a physical one.  “I need a place to get a more traditional workout and then get cleaned up.” 

Getting back to the van only took a few minutes although he had to be more careful now since the rest area had several cars.  He wasn’t worried about being recognized.  Cindy was a well known criminal in Australia and Asia but she had only just arrived in the United States and as far as the Agency knew, hadn’t committed any crimes here.  That didn’t mean if she was arrested they wouldn’t figure out who she was and that she was wanted by the Australian government and extradite her. 

“Hey, babe, is everything okay?”

Scott brushed a lock of hair out of his eyes and tucked it behind his ear before turning to look at the guy.  He’d parked his jeep next to Carnifex’s van and Scott’s breath caught and his heart started to race.  The guy was tall with broad shoulders and an easy smile. 

“Hi, handsome.  I’m fine, although I could use a good fuck if you’re willing?”  The smoky sultry tone startled Scott as much as the actual words that had slipped out. 

“Sorry, babe.  I’d love too, but my wife doesn’t approve.” 

“Your loss.” 

Scott ran delicate hands over his new luscious curves feeling a pang at being rejected before strolling, one hip at a time, to the van.  Once he got behind the driver’s wheel he let out a sigh and shook his head. 

“What the fuck was that?”  He took a few deep breaths to calm himself and center his mind before starting the van.  “Fucking CC!  He said he’d given me as much of Cindy as he dared.  I need to find a safe place to get cleaned up and spend an hour or two meditating!” 




Rhonda looked down at the drowsing Doctor Debbie White while spooning her from behind.  They were both naked and Rhonda ran her masculine fingers lightly over Debbie’s creamy soft shoulder.  “I think I’m ready to go again, if you want.”

“Hmmm,” she moaned softly but didn’t open her eyes.  “My mutation allows me to use my eyes like an x-ray machine, Scott, not regeneration.  This was a nice surprise but I need some sleep.” 

Rhonda felt her new appendage stir and she adjusted her position so that it was between Debbie’s legs gently rubbing her pussy from behind.  The soft contact of intimate skin on skin was thrilling and Rhonda subtly used her empathic power through the intimate connection.  Gooseflesh rippled down Dr. White’s arm and Rhonda leaned down to kiss her just behind her ear.

“But, babe, I just can’t get enough of you.”  Using one hand Rhonda reached down and around Debbie’s hip to start stroking her clit. 

“I thought you’d be mad at me after the way Rhonda and I treated you.”  Debbie started to move her hips pressing herself back and into Rhonda not knowing that it was Rhonda instead of Scott she was grinding. 

“Oh, god that feels good.” 

Sensing that she was ready Rhonda used her hand to guide her cock into Debbie’s moist snatch before returning to stroking her clit.  She felt her tool stretch and fill Debbie as she slowly worked her way deeper and deeper into Debbie’s pussy. ‘God! I’ll never get tired of this feeling.’ Now in addition to pushing lust at Debbie Rhonda added a need to please.  She’d discovered that unlike Scott she could push several emotions at once.  She layered on a desire to be dominated and to do what she was told . . . to make the man fucking her from behind happy. 

“How could I be mad at you when you have such a sexy body?  You hide it behind your lab coat, glasses, clipboard, and professional duties but you’ve always had the body of a goddess.”  Rhonda felt her manhood bottom out her entire length now sheathed in Debbie’s velvety love tunnel.  “Besides, watching you play with Rhonda in my body was hot.  It made me want to show you how a real man fucks.”  Rhonda said trying to maintain the deception that she was really Scott.  Rhonda started slowly thrusting while using Scott’s empathic power to stroke the feeling of pleasure radiating throughout Debbie’s body. 

“Oh . . . right there.  Oh. Fuck.”  Debbie lifted up one leg changing the angle slightly and giving Rhonda more access to her snatch. 

Still rubbing Debbie’s clit and thrusting into her, Rhonda bit her earlobe.  “Did CC leave the Farm today?” 

“Uhm . . . yeah.  He . . . had to . . . go to . . . D.C..” 

“On a mission?”

“Uhm . . . yeah.  The Agency has . . . oohhhh . . . been getting too . . . much scrutiny . . . from Senator Johnson’s . . . oh fucking-yeah . . . committee.  Aaahhh-don’t-slow-down!” 

Using her power Rhonda kept Debbie on the edge without going over.  She was amazed at how she could control a partner’s pleasure.  Eros had always needed to touch or make eye contact to use his empathic power.  Rhonda was determined to develop her power until that limitation was gone.  Grinning fiercely she realized that now that she was touching Debbie in the most intimate way possible she had exquisite control over what Debbie felt. 

“I’m not stopping babe.  So what is CC going to do?” 

“He-he-he’s . . . going to . . . swap the Senator into a . . . escort’s body.”

“We’re going to let a high class whore be a Senator?”

“N-no . . . One of our . . . older . . . retired . . . less powerful . . . respected . . . agents will . . . be the Senator.  The . . . whore . . . will die of . . . natural causes.  AAahhhhhhh!” 

Rhonda pushed Debbie over the edge into a screaming orgasm and allowed herself to shoot a full load into Debbie’s womb while empathically overloading Debbie with pleasure.  For a timeless moment nothing except perfect carnal bliss existed.  Then Rhonda blinked. 

“Damn that always feels awesome.” Rhonda grunted as after shocks of pleasure caused her cock to twitch and pulse. 

Debbie was still on her side, her eyes open with a dazed look and a small amount of drool sliding from the corner of her mouth.  Rhonda drew her semi-hard cock out of Debbie feeling a soft pop as she pulled free and gently rolled Debbie onto her back.  For a moment Rhonda didn’t hear a heartbeat or breathing, and then Debbie shuddered and took a deep breath.  Her eyes closed and Rhonda heard her heart start up. 

“Fuck.  I think I almost killed her with pleasure.” 

Rhonda got to her feet thinking about what she’d just learned.  She moved to where she’d left Scott’s clothes, enjoying the way her heavy cock and balls moved with each step and the feeling of masculine vitality that hummed through her veins.  She dug out her phone and scrolled through messages, ‘Nothing from Scott.’  There wasn’t much for her to do while she waited for Scott to make contact. 

She’d met Senator Johnson once and thought he was an arrogant prick.  The idea of the egotistical Senator, chairman of a powerful oversight committee at the age of thirty five, in the tiny body of a gorgeous escort was enough to cause her cock to stiffen.  ‘It’s no wonder why the Agency is so powerful.  If the Director can decide who gets to be whom.’  Then a new thought hit her, ‘I wonder, does the Shadow know about this?’ 

Rhonda thought about Director Cox, he was new to the position.  She’d heard that was a competent administrator and exceptional trainer.  In fact he’d been the Commandant of the Academy when she’d gone through.  He’d also been Dr. White’s boss as the head of the mutant research and training directorate of the Agency.  Quiet, competent, more of a scientist and less of a leader she would have sworn he didn’t have an ambitious bone in his body.  When the former Director retired suddenly and he’d been appointed there had been rumors running around the water cooler.  Rumors that he’d changed. 

Rhonda glanced at the passed out body of Doctor Debbie White and felt a connection.  From across the room Rhonda realized she could “feel” Debbie’s happy contentment.  Suddenly she was sure that she could ask Debbie for anything and the normally analytical doctor would do it for her.  ‘I wonder . . . should I test the limit of my control?’ 

Rhonda moved to sit down next to Debbie on the edge of the bed.  She gently stroked Debbie’s face with the back of her hand.  “Tell me about Director Cox?”

“Mhmm . . .” Debbie murmured sleepily, “What do you want to know about her?”

‘Her?!’ Rhonda’s heart skipped a beat and she took a moment before responding.

“Who was she before she was the Director?”

“She was Doctor White.” Debbie let out a happy sigh and snuggled deeper into her pillow. 

“You used CC to trade bodies with her?” Rhonda asked stunned at what she was hearing.



“We were having an affair.  My wife and I have been drifting apart for years we never had kids and there wasn’t anything holding us together.  Debbie was always so smart and sexy and utterly unaware of how hot she was.  We were both excited by CC’s talents and the possibilities.  One night she suggested we swap to see what sex was like from the other side.  Afterward we agreed to stay swapped for a week.”

“But you ended up making it permanent? Rhonda continued to stroke Dr. White’s forehead pushing feelings of trust, a happy contentment, and a sleepy need to please her lover into the woman she’d thought was Debbie. 

“I discovered I liked being a woman.  I never had much ambition.  I’ve always loved working as a scientist with mutants.  Helping them develop their powers.  The only reason I took the promotion to run the research directorate was my wife kept pushing and nagging at me.”

“What about Debbie?  Was she happy about becoming a man?  Loosing a decade of youth?”

“Debbie resented that as a woman she’d been passed over for promotions.  Even though she didn’t really want to be a man, she thought of this body as a prison.  She loves being in charge was happy to give up her body for a promotion.  She agreed to trade lives, but only if we kept it secret.  I think she’s even managed to restore my failed marriage.” 

“Okay.  Go to sleep now.” 

Rhonda pushed the former man into a dreamless blissful slumber.  For a while Rhonda just sat there watching the former man sleep and wondered what she should do.  Still thinking about possibilities Rhonda headed to the bathroom planning on a long soak in the shower. 

“Scott’s got some vacation time coming.  Perhaps it’s time to use it.” 




Scott settled into a lotus position on the floor crossing his legs and resting his hands on his knees.  He felt his chest bounce and jiggle as his sports bra worked to contain his boobs and he couldn’t help being aware of the way his panties and yoga pants hugged his crotch.  As a man Scott preferred boxers over briefs.  The way his new underwear clung to his feminine curves sent shivers down his spine.  The hotel was on the seedy side but Scott wasn’t worried in fact his whole body hummed with energy.  ‘I don’t think Cindy ever did any yoga, but her body and abilities respond well to it!’

A few hours ago Scott had left the rest area and headed back into the city.  He’d wanted to get closer to the location where he’d be meeting the Fists.  Satisfied that he was close enough he spotted the vacancy sign and got a room.  When he fished through Cindy’s purse looking for an ID he’d discovered she had three passports along with two Australian and one American driver’s licenses. 

He quickly pulled out the card that held the picture of a sexy red-head with green eyes, and a figure to die for, and handed it to the clerk along with enough money for two days. 

“What’s a cute little thing like you, from Australia, doing in Seattle?”

“Visiting an ex-boyfriend.” It was the first thing that popped into Scott’s head. “He just got out of prison.”

“Mhmm, you’re in room 234, ma’am.”  The guy handed her a key card and Scott couldn’t help noticing how his eyes lingered lasciviously on Scott’s tits.  “If you need anything, anything at all, just dial “O”.”

“Sure.  I’m good for now.”  Scott spun around and felt a tingle in his crotch and his nipples start to get hard.  ‘What the fuck!  He’s like fifty, going bald with a crappy comb-over, a beer belly, and smells like Cheetos!  I can’t possibly be attracted to him.’  Once safely in his room Scott paused to take a few deep breaths, to center himself, and decided to examine the other IDs.  Scott noticed that the passports matched the three IDs.

The second ID was for a Jennifer Yung.  American.  Twenty-six with jet-black hair, brown eyes, clear skin a few shades darker than Cindy’s.  At first Scott had thought these were fake ID’s that Cindy used but that seemed impossible, the face in the picture was too different.  Her nose was smaller and a little wider, the chin was less pronounced and rounder and her eyes had a slight fold hinting at a possible Asian heritage.  Even the height and weight measurements were different she was six inches shorter and barley weighed a hundred pounds. 

The third ID was for a Sofie Jensen another Australian and the same age as Cindy at twenty-eight.  The picture on the ID showed a woman with white-blonde hair, striking Nordic features, blue eyes, and high cheek bones.  According to the card she was six feet tall. 

“Why carry IDs for two different women?” 

Putting aside the mystery Scott got to work carrying the bags of clothes from the van to his room and sorting through them.  “Why does she have so many outfits that would never even fit?”  He wondered holding up a bra that was obviously too small.  After a few minutes he’d separated the clothes into three piles.  The middle pile looked like they’d fit him. 

“I bet the other two would fit the other women.  Why does she have their clothes?” 

Not having an answer to the mystery he decided to change.  He found a sports bra and yoga pants in the pile that fit Cindy and got dressed.  Once changed he went to work using the training routine Dr. White had forced him to learn.  The yoga had helped calm and center his mind.  He’d been a little surprised that his new body wasn’t as flexible as his or Rhonda’s bodies.  ‘Cindy might own yoga pants but she obviously doesn’t practice yoga.’ 

Scott discovered that he could hold almost any pose if he used his shield to stabilize his balance and do the work for his muscles.  Focusing he drew the shield into his body and under his skin absorbing it pulling it into his core.  Everything got harder.  Cindy might look great with her tiny waist, luscious tits, and perfectly shaped legs but she lacked muscle tone and wasn’t in great condition.  ‘I bet she used her shield all the time without thinking about it, it’s become a crutch.’  He thought about Rhonda’s body and even with her horse face she’d had a killer physic.  Scott vowed that for as long as he was in this body he’d make sure he spent time getting it into shape.

Forty-five minutes of yoga left him drenched with sweat and his body humming with endorphins and slightly sore.  He’d also learned that Cindy’s body, although female, was vastly different from Rhonda’s.  Rhonda routinely practiced yoga, ran, swam, and did cross-fit and martial arts.  There was a level of muscle memory that had helped Scott move through each position.  Cindy’s balance was different and there was no muscle memory to help.  Scott was now much more top heavy than he’d been when he’d been Rhonda and the wider hips that gave him a delightful hour-glass shape changed his center of gravity.  He quickly learned that while his new tits felt great and looked amazing, they tended to get in the way and affected Scott’s balance in every posture. 

Knowing he’d pushed his body as far as possible for now, Scott decided to meditate and work on the skills he’d been learning from CC.  It took him longer than he thought it would to slip into a trance.  Cindy’s body felt like it was one distracting sensation after another.  Everything about it screamed SEX.  At last in a calm meditative state he went through the psionic exercises CC had taught him.  Unlike when he’d been Rhonda, and CC had used his power to coerce Scott into learning about being female, this time it was a matter of survival. 

He felt the psi-blocks and an instinct told him they were suppressing his normal masculine mannerisms.  His body felt both natural and unnatural.  When he didn’t think about how to move things felt more normal and when he tried to focus and control a gesture or even the way he walked it felt wrong.  ‘He must have done more than just block the way I naturally move.  CC must have given me Cindy’s movements and boosted my body’s reliance on muscle memory.  CC said he gave me as much of Cindy as he could.’  For a moment he felt a flash of anxiety, ‘What else did he do?’  Scott remembered the way CC had caused him to use Rhonda’s name without even knowing anything had changed.  He took a deep centering breath, ‘Whatever he did, he did it to give me the best chance at surviving.’

Scott started using the mental keys CC had taught him and found that they gave him access to Carnifex’s memories.  CC had lectured him about using other people’s memories.  He couldn’t just pull them into his mind.  If he did that sooner or later he wouldn’t be able to tell which were his and which were Cindy’s.  That might result in a split personality.  They needed to stay separate but accessible.  Scott focused trying to sort through them.   




It was her sixteenth birthday and her mum and dad surprised her with a boy-girl party.  Cindy had never been so happy.  The presents, games, food, the day was perfect.  Most of the kids had left but she had been making eye contact with Connor throughout the party.  Sofie, her best friend, had been trying to get her to flirt with him.  She knew that Cindy liked him but was too shy. 

“Guess who?” 

A pair of hands covered her eyes from behind.  A thrill rushed through Cindy.  She could tell it was Connor and her heart raced.  Keeping her eyes closed she turned around feeling his hands fall from her face and his arms naturally dropping to circle her waist. 

“Connor.”  She opened her eyes and smiled up at him.  “I want a reward for being right.” 

“Oh?  What kind of reward?  My mum just got here so I was going to say good-bye.” 

Cindy gave him a fake pout.  “I want a kiss.”  As soon as she said it she felt shocked at her boldness.  Sofie would be holding her sides laughing right now if she saw Cindy.  Connor reached up putting his hands to either side of her face leaned in and softly brushed his lips to hers.  Cindy felt a spark and then her whole body was on fire.  She felt an energy flow into her and Connor stiffened but couldn’t move away.  More energy seemed to flow and Cindy sensed that Connor was starting to panic. 

She broke the kiss and stepped back.  “Are you okay?”

“I-I don’t know.  I need to leave.” 

Connor turned around and almost ran from the room.  Cindy didn’t really notice.  Instead, she ambled in a daze to her bedroom.  When she looked into the mirror hung against the back of her closet door everything seemed normal.  Her auburn hair flowed over her shoulders, her youthful tits filled her top nicely, and her eyes glowed with energy. 

‘My eyes?!’ She leaned toward the mirror and gasped.  Then she felt it.  A humming along her skin.  “What’s happening to me?”




Scott let the memory fade.  It had been amazingly realistic like he’d just lived through it.  He could still feel the tingle of Connor’s lips on his.  “That must be when she mutated.  The sexual energy triggered her mutation, no wonder she feeds off of sex.”  Scott opened his eyes and looked at the clock beside the bed.  “Shit, I need to get moving.  I’ll have to try to sort through these memories later.” 

Getting to his feet he groaned.  “Fuck.  I’m already getting stiff.” 

When he got to the bathroom he froze looking into the mirror.  The image of the sexy red-head still shocked him.  He hadn’t had a chance to really look at his new face so he moved closer taking in every detail clear skin, green eyes, high cheekbones, delicate chin and a perfect nose with a slight upturn. 

“God. I could be a model.” 

He couldn’t resist reaching up and watch the woman run her hands lustily over her chest.  Then he blew a kiss at the mirror and giggled.  “Still, I’d rather be screwing her than be her.” 

Scott turned the shower on and tried to turn his mind off for the next few minutes. To just let his body go on autopilot.  He stripped and tied back his long auburn hair to keep it dry.  Once in the shower he was astonished to discover that his shield kept the water from touching his skin.  He had to focus on pulling it back into his body.  As soon as he did the hot water hit his back with a soothing caress.  

“I wonder am I now a natural red-head?”  Scott looked down, “Damn tits, always getting in the way.” He grabbed his boobs, they felt enormous in his tiny hands, and squished them into his chest while bending over.  “How does she manage to shave down there?  I can’t see a thing with these monsters in the way.”  Still curious he checked out his armpits and legs and discovered there wasn’t any hair. 

“She doesn’t grow hair below her head?  Was it laser hair removal or does she have some kind of shapeshifting ability?”

He picked up the soap and a washcloth and tried to ignore the way his soft soapy skin felt under his hands he started to scrub.  When his hands found his boobs he let out a soft moan at the sensation.  Scott had always loved a nice pair of tits but had never imagined owning a perfect pair himself.

“My god, these things are sensitive.”

Instinctively, he rubbed one thigh against the other trying to address the empty, achy, feeling between his legs without touching his pussy.  Knowing he needed a distraction or he’d spend the next hour exploring every carnal sensation his feminine body was sending to his male mind he started singing. 

“Ninety-nine bottles of beer on the wall, ninety-nine bottles of beer. 

Take one down and pass it around, ninety-eight bottles of beer on the wall.

Ninety-eight bottles of beer on the wall, ninety-eight bottles of beer. 

Take one down and pass it around, ninety-seven bottles of beer on the wall.”

Scott focused on the mindless song and continued washing.  He was astonished at how high his voice was and how he could add runs to the drinking song that didn’t really belong there.  By the time he was down to twenty-five bottles of beer he’d washed, rinsed, moisturized, and learned that he had almost perfect pitch and a five octave vocal range. 

Once out of the shower he allowed his shield to return to normal and to his surprise it pushed the water away from his skin creating a wet ring around him on the floor. 

“I’ll be damned.  Who needs a towel?  What does an international, female, mutant, mercenary, wear to a meeting with her employer?” 

He’d seen pictures of Carnifex working and it looked like she preferred dark clothes and leather.  Tight leather pants tucked into heavy black boots with almost no heel and steel toes were perfect.  Scott found a black t-shirt with a V-neck that showed a hint of cleavage and was short enough to display his tummy.  Based on recent experience he knew his shield would protect him from rain and cold but he added a black leather jacket to complete the look and it gave him a few pockets since he didn’t want to carry a purse.  Scott looked at the woman in the mirror and shivered. 

“Oh, fuck, beautiful and deadly.”  This was Carnifex.  He could have stepped off of one of the videos of Carnifex the Agency had forced him to study.

With only a few minutes left before sunset Scott picked up the phone in the room and dialed a number only members of the Agency knew.  The automated answering system gave nothing away asking for him to dial his PIN.  Scott did and then was asked to leave a voice message. 

“This is Firefly.” He said using Rhonda’s code name.  “I’ve made contact.  I’m meeting with the Fists.  My first meeting is today at 18:00.  I’ll check in when I can.” 

Satisfied that he’d done as much as he could for the moment Scott hung up and headed out.  It was early enough in the spring that dusk was already falling.  Scott didn’t want to take any chance as he moved to stand next to the van.  He looked around and satisfied no one was watching concentrated on his shield.  Using it to bend light around him rather than reflect off.  He felt a tingling sensation and a slight strain. 

He’d practiced this earlier today and was satisfied when he looked down and only saw the parking lot.  ‘Carnifex can’t teleport, but she can hide in plain sight.’  Then he directed his shield to lift him into the air.  Flying was one of the first things he’d discovered, it came to Carnifex as easy as breathing.  Doing it while bending light was a little harder but with practice Scott thought it would get easier. 

Once above the surrounding buildings Scott headed to the waterfront.  Meeting at a warehouse seemed cliché but there were reasons for meeting after hours in places like this.  There would be fewer eyes since it was outside of normal working hours.  If the Fists were bringing in shipments of drugs they’d want to get them as soon as they were unloaded from the ship.  The Agency wasn’t interested in drugs, even if they wanted to stop the flow of cash to the terrorists, but Scott hated drugs.  He’d seen first hand growing up how they could ruin people’s lives. 

Sighting the warehouse Scott slowed down until he was hoovering above it.  There was parking along the front and a loading dock.  The back of the building had a pier and cranes designed for unloading cargo ships. ‘I wonder, do the Fists own all of this?  If they do then they must have a legit front company.’   After spending a few minutes looking the building over Scott didn’t see an easy way to get in from above. 

Just then a car pulled up and three guys got out.  They went to a door to one side of the loading dock and disappeared inside.  A few minutes later a motorcycle pulled up and a large guy climbed off.  He had the biker look down and Scott could tell he was huge, probably six and a half feet tall.  Scott moved around to get a better look and used the shield over his eyes to zoom in. 

“Shit.  That’s Ironmonger.” 

The guy was a known Merc.  Scott had run up against him once in Argentina.  He was a powerful B-class mutant who could shift any part of his body into any metal.  As he gained density he gained strength and size.  Scott had watched him shift into a metal giant and then lift a tank!  Later on he’d found out that Ironmonger’s real name was Angus Stewart. 

Making a snap decision Scott dropped to the ground behind Angus and released his veil.  Something told Scott that Carnifex knew Angus.  “Hello, Ironmonger.  It’s been a while.” 

The giant turned and grinned down at Scott.  “Carnifex.  Good to see you’re still alive.  I didn’t know if you made it out of Kashmir.”

For a moment Scott felt his mind blur, he had a vision, flying low and fast, smashing through a Mi-17 helicopter and feeling exhausted.  They had been fighting for days and the Pakistani mutant platoon had been an unpleasant surprise. 

Scott shook his head trying to get rid of the memory, and felt the braid that hung down his back swishing.  “I didn’t know you cared.  I can fly, remember?” 

“Ha! How could I forget?  And of course I care!  You’ve got the best tits of any Merc I know.”  Grinning Angus gestured with his chin toward the building.  “Do you know what the job is?” 


Scott shrugged feeling his chest bounce and noticed Angus eyes were drawn to his boobs like bees to honey.  ‘God, are all guys this easy to distract?’

“Ah, well, that’s to be expected.  Come on.”

As they approached the loading dock the door next to it opened and two guys with tats and shaved heads stepped out.  They glared down at Scott and Angus trying to look tough. 

“This is private property you two need to leave.”  The taller guy said.

“Leave?  How are we going to make a few bucks if we leave?” Scott replied trying to sound sexy and puzzled at the same time.  He bent one knee turned slightly sideways and put a hand on his hip.  He could feel their eyes drawn to him.

“Babe, if you’re hooking then I’ve got a fifty with your name on it.  My car is right over there.” 

“Not now Jose, you know how Frank is when we’re on the clock.” The shorter and more muscular of the two growled.  He looked down at Scott.  “I’ve got nothing against a working girl and you’re pretty hot.  Why don’t you come by my place just after midnight?  I’ll make it worth your time.” 

“I’m a working girl, but I don’t charge for sex.  I do that for fun.” 

“Carnifex, stop playing, we have a job to do.” 

At Angus’s comment both the guys guarding the door took a step back.  “You’re Carnifex?  I don’t believe it.”

That was all the invitation Scott needed quick as thought he wrapped each of them in a shield that immobilized them and lifted them up and dropped them on the roof.  “Enjoy the climb down.” 

Angus was moving forward and took the steps up to the dock three at a time without trying.  Scott floated after him using his power to fly a foot off the ground and putting his head on the same level as Ironmonger’s. 

“Did you have to put them on the roof?”

“Meh, I didn’t break them, did I?” 

“True.  I hope that doesn’t mean you’re not going soft.” 

“Angus, I’ve always been soft.”  Scott giggled, trying to stay in character. 

“It’s Ironmonger.  We’re on the clock.” Angus growled glancing over to where Scott floated next to him before pulling the door open. 

They entered a large open area.  Scott glanced around noticing that in the past it had probably held a large number of stacked pallets.  Now there were about half a dozen and they were in the middle of the warehouse.  Next to the pallets a metal folding table had been set up and there were enough chairs around it for six people.  The warehouse was poorly lit so Scott switched over to IR vision and looked around.  Above them in the catwalk he saw two armed guards.  Along the far wall next to a door he guessed led to an office another pair of guards relaxed leaning against the wall. 

“Ironmonger, you asshole, good to see you!” 

Scott focused on the speaker, an African-American with a midwestern accent.  He was standing next to the table and was probably an inch taller than Scott.  What he lacked in height he made up for in width since he had the widest shoulders Scott had ever seen. 

“Fuck you, Dreadnaught.  We both made it out alive so you owe me a pint.” 

Angus crossed the room to warmly clasped hands with the mutant.  Scott trailed along behind and as he got closer noticed that Dreadnaught had at least one physical mutation since his eye looked like they belonged on a tiger.

Angus turned and gestured toward Scott, “This is Carnifex.  I’m not familiar with your friends.” 

Dreadnaught gave Scott a slow lustful look before grinning.  “I’m pleased to meet you.  I’ve heard a lot about you.  But Iron, here didn’t tell me you were so beautiful.” 

“I blame it on his misspent youth and complete lack of social graces.” Scott replied nodding to Dreadnaught.

“Oh, I think I’m going to like you.”  Then Dreadnaught gestured to a tall thin guy who’d stood up as they approached.  “This is Vulcan, he likes fire.”  The he nodded over to a petite girl with light brown hair who didn’t seem more that eighteen or nineteen and was focused on the smartphone in her hand. “I just met Cyber.” 

At hearing her name, she looked up, “Ironmonger, B-Class mutant with the ability to transform into living metal.  Level, unknown, but U.S. Mutant Affairs estimates place him at 7.”  Then she looked over at Scott and there was a slight twitch at her lips before she continued in the same unemotional tone, “Carnifex, D-Class energy manipulator, level unknown, reports from India place her at level 7 or even 8.  Additional notes from the American SMAC database indicate possible B class physical mutation. 

“I’ll be damned.” Dreadnaught gave Scott a look of respect. “I heard about your work in Kashmir, tough spot.”

“Are we doing introductions?” 

The ghostlike feminine voice came from Scott’s right and a woman wrapped in a dark cloak with the hood up stepped out of the shadows.  If Scott had been standing instead of floating he would have jumped. ‘What the hell? I scanned the room with IR and didn’t see her.’  The woman reached up with pale hands and pushed her hood back exposing skin so pale it was almost translucent.  Her face seemed like it was floating against the back drop of midnight hair.  “I’m Banshee.” 

“Banshee, D-Class energy manipulator.  Level 7.  Canadian law enforcement notes state that she manipulates both light and sound energy.  She can create energy gates for traveling.  Range is unknown.” 

Banshee gave Cyber an amused look.  “Aren’t you precious?”

Cyber blinked and seemed to become aware of everyone looking at her.  “Uhm, sorry?  When I’m connected I tend to forget about normal social interaction.” 

“What is your gift?” Scott asked, amused at the change in both Cyber’s posture and accent.  It sounded distinctly American southern. 

“The scientists that tested me aren’t exactly sure.  They said I have D-class energy attributes, as well as C-class Psi gifts if connecting mentally to machines and the net is a Psi talent.  They did a lot of arguing about that.” 

Just then the door to the office opened and Scott spotted Frank and another older looking Asian man in an expensive suit.  The two guards fell in beside them as the two men approached the mercenaries. 

“I’m glad to see you are all here and have made introductions.  My name is Solomon Chen.  I am the leader of the Fists of Anarchy.” 

The man’s voice had a slight Filipino accent and was filled with confident authority.  Scott felt a slight surge in his nether regions that made him wonder if Cindy had a thing for older distinguished looking men. 

“What’s the mission?”  Ironmonger was now all business. 

The man gestured to Frank who’d moved to the table and started unrolling the schematics he’d been carrying.  “It is simple, but not easy.  You have each been chosen for a reason.”  Frank used four magnets to hold down the corners of the schematic.  “We have been asked, by a powerful ally to break someone out of prison.” 

“All this firepower for a prison break?” Dreadnaught asked. 

“It isn’t an ordinary prison.” Frank snapped and then at a look from the older man glanced down, “I apologize, Father.” 

Without acknowledging his son the man continued, “This prison was specifically designed to hold criminal mutants.  It’s run by the Mutant Affairs Agency and is known as the “Hole.”  Mutant scientists have developed a field that prevents teleporting into the facility.  Each of the prisoners wears power suppression devices.  The individual cells are designed to hold mutants.  Even its location is considered secret.  Although we have located it in the mountains of northern New Mexico.”

Scott felt shock race through him.  This was obviously the reason for collecting international muscle.  For a moment he wondered if he could take out the Merc’s and the Fists with a preemptive strike. 

“Cyber has already proven her worth.  We now know the location and have the facility’s plans.  Lastly, the prison is mostly run through automation and robotics.  Evidently, the government was worried that normal humans wouldn’t be able to handle a mutant if he or she got loose.  They didn’t trust other mutants to hold our kind.  There is a control room with a small cadre of normal humans.  In the prison itself there are only androids and machines.”

Everyone clustered around the table as the head of the Fists started laying out the plan.  “Banshee will bring all of you here pointing at a map of the area.  It’s the closest you can teleport in due to the dampening field.  Carnifex will fly the team down to the facility.  Expect to be spotted so move as fast as you can.” 

He gave Scott a look so Scott nodded and blew him a kiss.  “Normally I like to take my time, but for you, I’ll make it quick.”  That got a chuckle from Dreadnaught.

  Ignoring Scott’s flirting the old man turned back to the table.  “The systems in the facility are standalone and cutoff from the rest of the grid.  So getting Cyber into a building and on its system is the first priority.  After that she can disconnect the control room and take over the prison.”

“That’s it?” Ironmonger asked.

“No, the Androids are not connected to the control room.  They are controlled by AIs.  Cyber isn’t sure if she can control them or not.  If she can’t you’ll have to smash a bunch of robots to get to our target.” 

“Who’s the target?” Scott asked.

“Prisoner number 47EGD.  He is in cell number seven on lower level two.  That’s the lowest level of the prison.” 

Scott didn’t know who was in the cell but he knew enough about the hole to know that the most dangerous mutants were in the lowest levels and the EGD designator meant Exceptionally Grave Damage, meaning the potential for carnage if the prisoner escaped. 

“Do you know how many prisoners are there?”  Banshee asked.

“Eighty two.” Cyber replied. 

“Go in, extract prisoner 47EGD, and get out?” Ironmonger mused.  “What about the other prisoners?  Leave’m, rescue them?” 

“I don’t care about the rest.  Just get our guy out.”  The old man glanced at his watch.  “You have the next few hours to plan.  I want the raid to kick off at midnight.” 

“What? Tonight?” 

“Yes, do you have a problem with that Carnifex?” 

“Yes and no.  I normally like to charge up before battle.”  Scott said trying to think.  He wanted to buy time so he could report in.  The lack of response from the Agency to his first two calls had him only slightly concerned.  Now that he knew what Fists had planned he needed to make contact with Taser and the team.

“I gotcha covered, Carnifex, just like in Brazil.”  Ironmonger gave him a grin and a wink.  At once Scott’s heart started racing and his nipples got hard.  Angus was a big guy and Scott had a feeling his cock would be nothing short of monstrous. 

“I’ll leave you to plan and prepare.  The building is yours, just don’t attempt to leave until after the mission.  Frank will be here to answer questions.”  Then he gestured at the pallets behind them.  “We’ve brought in the best weapons we could find.  Most of it is military grade.  Take your pick.” 

With that he headed toward the door the two guards trailing along behind.  He paused just before reaching it to look over his shoulder.  “Carnifex.  Please be a good girl and get my guards off the roof.” 




Scott listened as Dreadnaught and Ironmonger took over the discussion.  They’d been on plenty of raids so reading the blue prints for the prison was easy. 

“This is where we want to enter.  That maintenance office will probably be empty and should give Cyber access to the building’s network.”  Dreadnaught pointed at a room. 

“Once I’ve got root level access I can control just about everything connected to that LAN.”

Ironmonger nodded and ran his finger over the print out.  “If you can either turn off the cameras or put them on a loop we should be able to head down this hall.  Turn off the alarms so we can open the emergency stairs.  I’d rather use them than an elevator.” 

“I can move all the elevators down to the lowest floor and hold them there.  That way after you go down the only way down would be the stairs.” 

“Can you turn off the anti-teleport field?  If I can open a gate out that would be our safest escape.  No reason to fight our way out if for some reason we’re discovered.” 

Scott had only been half listening instead he was trying to judge his power level.  He still felt energized from the sex Cindy and he had engaged in prior to the swap.  However he’d used a lot of power trying to figure out what he could do with Cindy’s abilities.  Flying all six of them from five miles out, as fast as he could, that might take a lot and the last thing he wanted was to run out of power half way through. 

‘What am I thinking?  I’ve got to figure out a way to sabotage this mission.  Maybe running out of power is the perfect excuse.’  Since everyone else seemed focused on the plan Scott slipped away and then headed to the office to see if he could find a phone.  He’d checked earlier and his phone wasn’t getting a signal.  ‘They must have some kind of jammer system going.’ 

Opening the door to the office Scott looked around.  It was pretty much what he’d expected, a couple of desks probably for a secretary and the foreman.  A board used for tracking shipments and a couch to one side with a coffee table and some magazines.  Seeing a phone Scott hurried to the desk and sat down. 

Dialing the Agency’s line from here was risky, but he needed to get a message out.  In theory it was untraceable but with Cyber out there Scott wasn’t sure what she could track.  The line picked up and Scott dialed his code.  The first button he selected was for his voice mail and to his surprise there was a message waiting for him. 

“Firefly, this is Eros.  Mission is green.  We have eyes on your last known location.  Do not break cover.  All actions, including wet work, are authorized.  Report status.” 

For an instant Scott was confused at the masculine voice and the use of his code name, and then he felt a flash of irritation.  ‘They must have put Rhonda into my body.’  It made sense.  The agency wouldn’t want to put a known mutant criminal into another mutant body, particularly one like Scott’s.  ‘We had planned to put Cindy into Rhonda’s body they must have decided to stick to that part of the plan. The mission is green, so the Director was briefed and we’re continuing with the operation.’  Then Scott felt startled as the second part of Rhonda’s message sunk in.  ‘I’m authorized any action, at the director level, to maintain cover, including killing.  Something must have happened that I don’t know about.  At least the team has my hotel staked out.  Too bad I can’t get back to it before the raid.  Rhonda and I could have swapped.’  Knowing he didn’t have a lot of time Scott formulated a quick message.   

“This is Firefly.  Mission objective is jailbreak at the Hole.  Team is mutant Mercs.  Objective is to free prisoner 47EGD tonight or early morning tomorrow.  I plan to maintain my cover if possible.” 

Just then Scott heard someone approaching the office door.  He hung up and moved to stand by the sofa pretending to study the tracking board.  The door swung open and Ironmonger ducked in and gave him a grin. 

“I figured you’d be in here for privacy.  I guess you need a charge?” 

Scott felt his stomach drop and his face heat up.  “I-I uhm . . .”

“Ha!  I don’t think I’ve seen you blush.”  Angus moved forward and rested his large hands on Scott’s narrow shoulders.  “I’ve seen you naked, there’s no need to be shy.” 

Scott’s mind raced as he tried to think of a way out of this without having sex and not tipping Angus off that he wasn’t really Cindy.  The he felt the soft brush of lips on his and an electric jolt raced through him.  He opened his mouth without thinking about it and leaned into Angus’s strong masculine body feeling his soft feminine form press into Angus.  For an eternity he couldn’t breathe and one foot came up off the ground as his body hummed with need.  Then he pushed back.  Angus let him go grinning like a happy school boy on Christmas. 

“Angus, I-I’m in a relationship.  He’s a mutant but not a Mercenary or a criminal.  He doesn’t know anything about this . . .” Scott gestured around.  “I can’t let him know, but I don’t want to betray him.  I also didn’t want him to worry.”  Scott improvised going with the cover story they’d already worked out.

Angus’s eyes narrowed and he looked at Scott and then at the phone.  “You called him?” 

Scott nodded.

“I assume you’re not getting a signal for your cell.”  Angus held up a hand, “I won’t volunteer this info but I won’t cover for you either.  This better not jeopardize the mission.” 

“It won’t.”  Seeing the glare Scott added, “Come on.  You know me.”

“I used too.  I’ve never seen you in a relationship.  You’ve always said one man could never satisfy you.” 

“This guy’s different . . . he has a high level regeneration!”

“Hahahaha . . . you mean endless rejuvenation.  Now I understand.  What’s the record?”

“Ten in one night.” 

“Damn.  When this is over I want to meet this stallion.” 

Scott nodded, “Thanks Ironmonger.” 

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