Wonderful World

Story by DragonMasterX on SoFurry

, , , , , , , , , , , , ,

#2 of Codename: Stinger

I loved typing this series. I just hope at least half of that is the love you'll put into reading and enjoying it!

Thank you for always being there loyal readers. Till next time!

And don't forget to comment! Noms


Warning: This story contains transformation, growth, lesbian sex, butt expansion and breast expansion. You've been warned!


Wonderful World, by DragonMasterX.

Part 1.

Charlie ducked to avoid a large metallic arm coming at her. She instantly sprang up, wrapping herself against it before it went back to its launcher, "Got'cha!" she exclaimed, sticking one of her sharp-clawed feet out, using the momentum of the arm being brought back at top speed to kick through the head of the Brawler unit.

"Woo! One more down..." the black haired scorpion girl pumped a fist in the air. She frowned as beeping behind her alerted her, "All of you to go!"


"We're receiving positive results from this test, as well, Dr. Masters," one of the researchers brought up a clipboard with statistic data recorded on its sheets. "Subject is not tiring even after having fought two dozen Brawlers."

"I see. Send in the fast ones."


"Ah!" Charlie gasped as she narrowly avoided a pair of arms coming her way, bouncing off of one them to bring herself to the ceiling where she hung to with her powerful limbs. She looked down, narrowing her dark eyes, "You could try to sing a song if you'd really like to reach out to me."

A Brawler unit lashed one of its arms out at her, Charlie grunted and swiped back at it with her tail. "No touching!" she grinned, then flung herself at the lone Brawler in front of the others. "TAG!" she yelled, bringing her arms back before she literally smashed through with her fists. "You're it."

As the Brawler fell, the others seemed to back away. Two doors opened on either side of the warehouse and two Wheelers made their way in. Unlike the Brawlers that worked on a single wheel for movement and used their arms for long-range attacks, the Wheelers were towering but agile bots built for roller-skating speed slashing mayhem.

Charlie looked to either side and watched their arms pop large rotary blades out. "Oh, okay, okay. I'm it then?" her eyes widened as the wheelers sped down the lane towards her, sticking out their rotary blades to get her from opposite sides. "Pincer attacks? I do pincer attacks!"

Charlie crouched, waiting for the right moment before she sprung up. The Wheelers struck out with their blades as they came to melee distance, but Charlie's legs allowed her fantastical jumps. She came back down on the other Wheeler, but the bot was way more agile than a Brawler. Charlie would've been in trouble were it not for her own 'weapons' of choice.

Balling her clawed hands into fists, the pouches on her forearm opened to protude two large incisors that extended and snapped together at will. "Hiiiyah!" she drove her right pincer down, snapping it around the rotary blade. "Got your arm!" she grinned. The bot attempted to struggle to free its arm, but Charlie's grip was incredibly strong.

The other Wheeler tried to sneak up on Charlie, but she knew where it was coming from. There wasn' much space for hiding in the warehouse. "Nngh!" she groaned, sticking her free pincer out to snap around and catch the Wheeler's blade just in time. "You boys don't need to fight over me. Just..."

Charlie growled, starting to pull with all her strength, the bots starting to lift off the floor as she used her pincers to drag them together until their rotary blades made contact with one another. "...befriend each other!" she grinned, sparks flying as the blades cut through the steel armor and the Wheelers were forced to butcher each other.

Charlie leaped back, panting a bit. She had been fighting for over an hour, and even though she had a lot of endurance, the relentless attacks by the robots had worn her down. "That... all you got...?" she said between gasps, her mask having retracted to allow her to take generous gulps of much needed air.

With her attention having dwindled though, it took her that split second for a third Wheeler to ambush her. Fortunately for Charlie, the wheelers made a lot more noise than the Brawlers. "Gah!" Charlie turned only to have to throw herself to the ground, her claws digging into the floor with adrenaline powered strength, cracking it. The buzzing rotary blade had missed only by an inch, taking only a few strands of hair from her long dark mane.

Charlie hoped to make a recovery and strike back, but she started to feel the tax of her body's exertion. Her speed wasn't the same as one hour ago, and the Wheeler, seeing her there, slammed its blade down. "Shit!" she cursed, narrowly rolling away in time.

Before she could stand and make it very far though, she bumped against a fourth wheeler, and as she sprang to her feet she ducked and backed away as fast as she could to avoid. "Damnit!" she cursed louder, but bumped her back into a fifth wheeler that put its blade a very small distance from her neck. "Okay okay! I'll take you guys to a double date, make it a quintuple date!"

Charlie shut her eyes, bracing herself. Moments passed, but nothing happened to her. She popped one eye open, and noticed every bot had powered down. The lights of the warehouse came back on. "Oh boy..." she blinked, slowly moving away from the fifth Wheeler which had been moments from beheading her. Once she was safe, she inspected the five bots and scratched her head, "Heard of leaving the audience cold with bad jokes but..."

Two well blended double doors on a wall opened and two people in a labcoat entered the area. The woman ahead of the man Charlie recognized as Dr. Lexine Masters, an eccentric russian scientist with an attitude, and the other one must have been her aide. She had trouble remembering their names, Dr. Masters seemed to go through aides like coffee in the morning.

Masters clapped in a dull way as she approached Charlie.

"Finally some recognition," Charlie stretched a bit before resting her claws on her wide hips, "Coming from you, doc, makes it ever more gratifying!"

"Skip the sarcasm Ms. Richards. The combat data you've supplied us with, while valuable, is far from complete."

"Well sorry, maybe next time I should fight your endless waves of robots for twenty four hours straight next time, huh?"

Masters gave a soft smile as she adjusted her glasses, "Ah, is that a proposal, Ms. Richards?"

"I thought you were the sarcasm detector," Charlie replied with a flat stare. "So are you about ready to cure me?"

"Not quite. There is a lot more testing left to do, Ms. Richards."

"But it's already been one month!" Charlie impatiently said, "How much longer do I have to keep

playing circus freak for you?"

"Until I deem it no longer necessary, my little harlequin," the doctor replied with a snide smile. Charlie was about to fly off the handle with her pent up anger, but tiredness and fear of

potentially punching the woman's head off stopped her.

She then sighed, "Think I can go have a rest now? I've only had breakfast and you kinda woke me up at FOUR IN THE MORNING."

"Go. I need this placed cleaned for our NEXT session after all," Masters said.

"Finally, sleepy time," Charlie groaned and stretched, the black armor pieces for natural protection starting to retract and hide. Of course, she kept the ones that hid her privates on. The aide couldn't help himself but stare at Charlie's voluminous chest. With everyone distracted by either statistics, exhaustion or boobs, they were unaware of two beady eyes staring from afar, observing.

The observer swept down, wings extending, the initial fluttering catching everyone off-guard. After it shrieked, the aide and Charlie especially gasped in surprise, with the latter activating her protection and mask in case it was a hostile.

But the creature revealed to be just a bat. A large one at that, but merely that. It glided over and finally perched itself on Dr. Masters's shoulder.

"Animal person?" was Charlie's first thought, which she voiced out loud of course.

"Ah, Sirey, so that's where you'd gone off to," Masters greeted, patting the bat on her shoulder as if it was a companion pet bird.

"Not gonna introduce us? I mean, I usually want to know about things that can cause me heart attacks. Or heart bleeding. Or whatever bats do that leave people without blood in their bodies!"

Masters looked over at Charlie, "Sirey does not attack, Ms. Richards. He is a fruit bat."

"Huh? So he won't go in a bloody campaign to drain everyone of their fluids and then turn into a hot guy wanting to bone pretty and defenseless ladies like me?"

Masters blinked, "Ms. Richards, I'm not sure what TV programs you've been watching, but I advice next time you're using the facilities's computer, that you research bats."

"I could, but that one's pretty interesting. So, fruit bat huh?"

"It is. A cross-species actually, of my design."

"Cross-species?" Charlie raised an eyebrow.

"Genetically engineered to combine the natural traits and physical attributes of both minichiroptera and megachiroptera. It is big and strong, it sees particularly well, yet it still may use echolocation for whenever it is in a situation where eyes do not help it."

Charlie seemed confusing. "Head's starting to hurt. Mega... mini... chrisopedia?"

Masters's eyebrows furrowed, a mental facesmack occuring in her mind. "I did not expect a brute like you to understand. Please make yourself scarce, I give you leave," she turned to her assistant, "Come, there is much for us to do."

As the two left, Charlie was left wondering about the new, trivial information. The tiredness and new data though had also slown her random quip generation time, "Well sorry I don't have Ph.D on reading wikipedia arti- oh forget it."

With that, the lonely scorpion gal once more retracted her natural armor pieces and went out to the halls.


"She's fascinating," Dr. Masters mused out loud as she made her way to her office, her aide following behind.

"Ah, she is. And fascinating in more ways than one."

"Agreed. It's too bad that she insists in giving up what has been given to her," Dr. Masters sighed, unaware of the perverted sense her aide's words hid. "But I suppose that won't matter soon. Hurry up now, we must document the data and compare it to projections."

"Y-yes, doctor," the aide snapped out and walked by Dr. Masters, following her lead.


Charlie scratched her head a bit, frowning as she was still tired and grumpy from the earlier session. "Ugh, I'm so damn tired..." she grunted, about to complain about the doctor once again before she began to hear footsteps and chatter. Before she could think again, she had jumped to the wall and bounced up to the ceiling where she could hang from freely thanks to her adherent claws and talons.

She sighed to herself as the security guards passed underneath her and luckily she remained undetected. "Fuck me, I forgot my clothes back at the training room... ugh, and let me guess..." she began to crawl on the ceiling all the way forwards until she could see the bustling agency. "Nnngh, don't these guys ever take a rest either? Interpol was 24/7 but sheesh!" She said, deflated.

Turning to the side, she grimaced at the sight of one of the wall vents. "Not again... They've the technology to keep me fighting against murderous robots for hours but I don't have a secret passage to my room yet."

Charlie cursed her situation. Ever since she had come back to HQ, it had been decided that her 'condition' had to be kept a secret, or at least its knowledge had to be controlled to a small network of confidentiality. As a result, she had been sent over to a privately funded security organization. Low-level cleared co-workers or partners outside of the circle of trust could not know of her, so she had been issued a small change in identity.

Everyone still knew her as Charlotte Richards, or Agent Richards as her superiors called her, or Charlie, as her new partners did. But her situation had changed. The clothes Charlie mentioned were actually an elaborate disguise to keep suspicion of her inhuman form down.

"If any one of those guys had seen me the chief would already be chewing me out..."

Charlie pulled the vent out, slowly heading inside as she recalled the humiliation of her 'official change in status' the chief had ordered her to adopt. Long jogging pants and a big shirt were used to cover most of her; Charlie had to wrap her tail around her waist to hide it, and at the same time it made her look like she had put on considerable weight. This look worked thanks to her transformation's bust and hip size enlargement, so everyone believed she had just gone into too much junk food.

With her pure dark eyes, Charlie would stick out no matter what, but sunnies were used to conceal them. She had to tell them her eyes had become painfully sensitive to any form of light so she had to keep them on at all times. Finally by keeping her claws and talons within the baggy clothes's arms and legs, she was able to just pass it up as her being very cold.

Without the clothes she had left behind ten rooms ago however, she was just going to have to take the way around to her room. "Still, what does he expect? I already have this cool armor thing keeping me decent enough- he's asking me to play a fatty that's irritable by light and wears clothes as if it was winter every day. No wonder they've stopped inviting me to parties!" she grumbled, smacking the vent back into place.

Aside the bent metal, it looked quite alright. Charlie giggled nervously, reminding herself to control her own strength, especially when she was mad. This vent was really high up though, no one would notice, hopefully...


"Doctor, the data suggests an almost perfect fusion rate between Agent Richard's DNA and scorpion DNA," the aide said after having run the numbers in his computer.

"Splendid. Her physical abilities have already astound me, but from the data we have recorded and my projections, I can be fully sure now that they are all natural as well as permanent. I was right since the day I saw her perform; every ability and trait a scorpion has she can duplicate but up to scale with her size, with almost perfect execution," Masters was intently re-reading her own data, comparing it to the actual combat, psychological and physical examinations.

"Yeah, Dr. Mattheus's recombinant has done a perfect job!" the aide exclaimed with reverencial excitement, "I read the theory behind it and its potential... I mean, I doubt anyone ever considered something like this was possible with the bacteria, and it already had so many tested applications. This must make Dr. Mattheus the genius of our century!" he grinned.

Masters slammed her palm on her desk, the wireless mouse for her machine bouncing. "Mattheus, a genius?" her eyes narrowed as she stood up.

"Doctor...?"

"Mattheus, a genius?" she repeated, this time emphasizing on the last word.

The bat Sirey, perched on the ceiling, was fluttering its wings and shrieking, as if it sensed the tense atmosphere. The aide had already found the big animal unnerving, but now it was borderline tetrical how it seemed to back its master up.

The female scientist began to approach her aide, "What that man excelled at was stealing others' work. He and his 'miracle team' are nothing more than a group of scumbags who plagiarised the work of a respectable scientist and then oh so unfortunately had it stolen from them."

"I uh..." Masters was had already cornered him. The way she was talking it was like the aide was between the wall and a lioness protecting her family rather than a woman defending an idol.

"They perversed that man's honest work. Mattheus, a genius? Don't make me laugh."

"No, doctor, of course not."

"Next time you want to name that despicable man's accomplishments, it better be his title of vile vulture, and nothing else!" she snapped, tapping the poor man's chest with her index in a demanding gesture.

"Y-yes, doctor."

"Hmph... next time, do your research before following so foolishly into deceit." Lexine Masters wasn't a woman of patience. Having to work with new aides every few days because the old ones failed to show up the following date was annoying. But, she had no choice, she had to go on. Softening her glare, she finally stepped away from her aide, Sirey the bat perching itself on her shoulder once more as she passed by one of the drawboards. "Enough discussion on unimportant people. Let's go to the testing labs, I have something I must verify right now, and I need you to make it work."

"Unimportant? She was this close of gouging my eyes out with her fingers alone!" the aide thought, gulped, and tried to calm himself down. Finally, he nodded, "O-Of course, doctor."

The two then left to the annexed laboratory for further testing.


"ATISHOO!" Charlie sneezed, "Ugh, you don't need to have wall-crawling powers to know these vents need cleaning every now and then!" she tossed and gagged a bit from the dusty passage, "I definitely am going to convince the chief to build me a secret passage in this sucky place if he wants me to keep hiding from sight. I can even name it: "Charlie's Awesome Tunnel!" Hmm, I might need help with naming it."

Using the connected vents, Charlie oriented herself towards the area of her private quarters. "Join interpol they said, see the world they said, fight crime and help people they said. Well, I did all that, but why didn't they mention the dangerous mutations and dusty vent crawling in the ad?! That's so evil marketing."

Frowning, Charlie's mind flashed back to her last mission. She had been charged with recovering the only sample of a recombinant bacteria capable of acting as an important component in the production of super vaccines. A black market auction house had taken ahold of it in an asian desert city. Recovering the sample wasn't any difficult. Escaping with it proved rather cumbersome.

In a twist of events, after a dangerous chase around the sands, Charlie found herself trapped and wounded, as well as envenomed by scorpions, in an underground tunnel. To her fortune, a man calling himself Pierre saved her life. It turns out he had stationed within a secret lab after retiring from interpol, and was there conducting his own private research. An adept at medicine, treating Charlie had been no problem.

But as she was resting, Charlie's persecutors appeared, and through a misunderstanding, Charlie was injected with the bacteria she had been sent to recover. As a result, the recombinant agent merged Charlie's human DNA with the remnant foreign genetic material encountered in the venom residue within her blood stream.

Thus, Charlie's body began to change starting from that very moment. Her skin paled, her curves expanded. Her hair lengthened and became darker than ever. The entirety of her eyes turned black, like staring into a void. Dark chitinous material as hard as steel formed in strategical places on her body: the most prominent of it started at her flanks and covered her chest and abdomen, as well as her privates in her crotch area. Her legs had hardened with new muscle but were covered in a permanent hardened armor. Feet and hands had turned to talons and claws which had surface adhering capabilities. Perharps the wildest change in her was the six foot long segmented, stinger-tipped tail that had protuded from her back; it had become just another limb to her by now. Two black pouches on her cheeks hid powerful mandibles she could use for surprise attacks at close range, and two additional pairs at her arms hid very strong pincers she could use as weapons as well as tools.

Other aesthetic changes included a black face mask made of the same chitinous material as her armor. It blocked her breathing and also acted as a special natural filter as well as for physical protection.

"I look hideous, probably. But I can't complain about certain improvements," she mumbled to herself, suddenly gronaning as she pulled out of a particularly tight path, her boobs brushing against her chin as they bounced from their pressed-down position against the shaft. "Then again..." she grumbled slightly. Getting stuck in small places because of her big breasts was something even she didn't want to joke about.

Ignoring that, she continued down the memory lane. "I developed really strange powers. I'm now really strong, really really strong. Doc first had me start with small dumbells to test but we had to move to really big barbells quickly because I didn't feel their weight," she grinned slightly, "Wonder what Samson's face would look like if he saw me playing with two barbells loaded to max capacity as if they were dumbells," she giggled a bit, looking at her feminine arms. Biceps were noticeable, but she wasn't ripped by any means.

"I'm also fast. So fast that even I don't know how I manage half the things I do. Reflexes, agility... it might also have come from the scorpion DNA, the doc said. Wish she spent more time trying to return me to normal than measuring my tits to see if their size also are going to give her a nobel prize, though."

She then sighed, depressed. Then she stopped above a vent, still pensive. "I don't like that woman... She's so creepy. Dr. Soviet FunnyAccent," she said in a mocking voice, narrowing her eyes. "With her studies and her lackeys and her giant fruit bats... what a wackjob. If the chief hadn't told me she was going to find me a cure I... Oh I'm home," she smiled, looking down the bent grill that overlooked her room. "Teehee, easy access."

Easily removing the grill she crawled out onto the ceiling and easily repositioned it before she dropped down onto her cushy bed. "Finally..." she sighed, relaxing on her room. "Might be inconvenient as hell, but this place sure knows how to please an arachnid with beddings! Hmm, might not want to use that as a slogan in case they suddenly get the urge to turn it into a..." she yawned, "ahh... hotel or... something..."

With that, Charlie had finally talked herself to sleep.


Dr. Masters's laboratory wasn't gigantic like one would expect, but it surely was packed with advanced technology. She was the head of the research & development team for the secret department of biological studies and applications within the organization. With a degree in microbiology as well as medicine and psychology, Lexine Masters was her own team of scientists. Her demands were always high, but the return was always a match.

Several bioterrorist attacks had been stopped dead in their tracks thanks to her expertise, so she was a very valuable asset to the organization. The nature of her research was as demanding as she was, and sometimes went past certain moral limitations. In the name of science and progress, however, Masters was willing to compromise, especially after having seen what people are capable of doing with their hands on bioweapons. Sometimes, sacrifices had to be made to help many. Sometimes, these sacrifices had to be made without letting anyone know.

"Doctor! What is the... gaak!" the aide groaned, "...meaning of this?!" he shouted, holding by his neck. Dr. Masters had an empty vial in her hand. The aide gasped as suddenly moaning and writhing could be heard coming from large cloaked cages. Startled, the poor man hit his head against one of the cages while stepping back and knocked himself out.

Dr. Masters simply stared, disposing of the empty vial in an incinerator on the wall. "Subject #27 has been administered compound #19," she said to her recorder.

The aide began to writhe and squirm while unconscious, his clothes starting to rip as his body mass increased. Several other changes began to manifest all of a sudden. His arms and face began to grow hair in excess, turning into a coat of fur over his mutating skin. "Compound #19 appears to be successful. Changes are slow but constant. Subject's unconscious state appears to have slowed the process."

A fluffy tail began to make its way out of the ex-aide's lab coat, his shredded shoes making way to thick toes with claws. "The reverse-engineered recombinant agent substracted from Subject Alpha has proved difficult to manage. Subjects #s 1 through 18 have shown a rapid loss of intelligence as well as violent reactions to just about anything. They had to be put down. The rest have so far adapted to their conditions and have started to cooperate..."

Masters lowered the cloak that concealed the 'cages' which were in fact a series of reinforced transparent windows to a big, artificial meadow. Her subjects had been gathered there, and were provided with food and water spiked with memory suppressants. They had the intelligence of humans, the instincts of an animal, and the body of both.

They were Lexine Masters's creations.

Part 2.

Over the next few mornings, Charlie continued her extensive training. She had made it a note to never again leave her clothes behind. She felt she was getting better at her own game thanks to this, but she was still insistent on returning back to her normal self. The routine Dr. Masters had planned for Charlie was to observe her physical condition early in the morning and to examinate her psyche during the late afternoon. All in all, Charlie had a lot of free time.

She hated that. Charlie was starting not only to feel cooped up inside the para-military security firm, but it was clear she was also losing every bit of remaining patience she had for the 'good' doctor.

"You don't seem to understand, Ms. Richards," said the doctor.

"I seem to understand you've been playing Freud with me for a month and about a half so far, and if you were hoping to help fix anything in my head, it's working backwards!" Charlie growled with unrest, staring daggers at Masters.

"The advances in the study of your psyche provide me with much necessary information, Ms. Richards," Masters stoically replied, not raising her voice at all.

"Well where's that info huh?" Charlie replied, "Where are the advances, where's the proof you're even working on turning me back to normal?" she slammed her palms on the desk impatiently, the surface cracking a bit.

"Ms. Richards, I suggest you calm down."

"I am perfectly calm."

"Then please drop my desk back to where it was."

Charlie huffed, noticing she had gripped so hard that Masters's mahogany office desk had been torn off its hinges and she was holding it off the floor. "Fine," she dropped the desk with a thud that shook the place.

"Now, take a seat," Masters approached her desk once more, having rolled away in her office chair during Charlie's temper tantrum.

Charlie tried her best to hide it, but she was impossibly restless. Being asked to sit down was once of the few things she could comply with without wanting to kick someone's buttocks off. Saying nothing, she sat down, her eyes fixed on the doctor.

"Ms. Richards, allow me to ask you a question."

"Do I have a choice?"

"No," was Master's flat response, "Now, what is bothering you?"

Charlie was already starting to lose it, but part of her told her this had no other way out. As much as she wanted to beat some sense into the woman, she was just a human, like she used to be; even if she gave in to the anger, Charlie would murder her with a single blow. She couldn't permit herself to do that. As always, she responded with humor: "I dunno. Wake up one day, feel like I'm under a magnifying glass, I'm a social recluse by superior order. And did I mention I have this coming out of my back?" she pulled her long tail over holding it over her hands as if show casing it.

"So it's your new form that unsettles you."

"Also, the food here is terrible. There's so much spaghetti one can repeat in the same week before they..."

Masters intercepted, "Ms. Richards, forgive me, but I'm aware of your situation. You were sent to this division from Interpol HQ in hopes of studying your condition."

"I detect certain joy in your voice when you say study. That's creepy doc."

"I admit, my profession might seem unpleasant to some uneducated eyes. But trust me, Ms. Richards, I am here to help."

"You've been helping me with the deadly P.E. classes and the sanity checks to prevent cabin fever. The second one's sucking for me to be honest. Can we talk about turning me back to human again?"

Masters seemed to smile, "I'm surprised, Ms. Richards."

Charlie's eyes narrowed at the smugness in the doctor's face. The scientist was a very beautiful woman with bright blonde hair and full red lips. Anyone could admit she was very pretty, but Charlie couldn't help herself but see grime over her fair white skin every time she spoke. "Oh I'm game," she leaned forwards, pressing her fingers together. "What's surprising you, doc?"

"That you want to give up on your new form."

"Why would I want to keep it?"

"Why wouldn't you?" Masters bounced back, "Your appearance upsets you, no doubt. But I have observed you in combat several times. You take joy in using your abilities, you battle with a smile in your face, delve into danger with a confident grin, and you always are resourceful even when the odds are against you."

"I battle because I have no choice. You said it was necessary to cure me."

"I said no such thing. The data you provide me with is important to understand how your new body works."

"So you can cure me... right?"

"Cure, there is that word again." Masters leaned back on her seat, pressing her fingers in an upside down basket. "Why do you suppose you have anything that needs to be cured, Ms. Richards?"

"I'M A GIANT TALKING SCORPION!" Charlie's fists gripped, both her pincers coming out and snapping violently.

Unphazed, the doctor leaned on her desk, "You're an evolved human, Ms. Richards."

"Evolution doesn't give us tails or armor."

"Oh but that's where you're wrong. What you went through was merely an acceleration on the process of adapting your body to the genetical level. You see Ms. Richards, humans used to be primates before they evolved."

"I went through mid-school, thank you."

"Then you agree, evolution that took over millions of years took part in you in a single day. You are, by all means, a miracle of nature," she stood up, hands behind her, and walked around the desk.

"A... miracle?" Charlie was left speechless. Was this a compliment? Was it a cleverly disguised insult? She couldn't tell. "I'm a hideous mutant."

"You're a beautiful creature, Ms. Richards," Masters finally stopped in front of Charlie, looking down at her. "In all my years observing nature, I have never come across such a gorgeous specimen."

Somehow, Charlie could feel her heart beat faster. Somehow, the category 'specimen' wasn't hurting her pride anymore. Somehow, she wondered, this wasn't making any sense. "When the hell did we get to this?!" she thought, feeling herself shrink the closer Masters got until she was leaning in right in front of her. For once, Charlie was speechless.

"Consider it, Ms. Richards. You relish the power you have acquired. You have found the first of many who don't think of you as the monster you conceive yourself to be," Masters reached down, grabbing the armrests with her hands as she was dangerously close to the near-stunned Charlie. Lexine's face was mere inches away from the scorpion's.

"I uh... doc, personal space?" was all she could manage. When Charlie saw the blonde chuckle, some of her strength returned to speak, "Wh-what are you laughing about? You're not being very professional right now, doctor."

"You're predictable, Ms. Richards," she narrowed her eyes, taking her glasses off. "Please, call me Lexine."

"Lexy." She quickly objected.

"Fine." Lexine smirked, "Do you see? I don't avert my gaze at you. I find you fascinating, and admire your physical prowess. Does that not make you feel good about what you are? About who you are?"

"But..." Charlie seemed to blush. Lexine was inching closer. "I'm the only one like this, I don't want..."

Lexine's smirk grew as she interrupted, "You let me worry about that."

Charlie's eyes became paralyzed with shock as Lexine finally pressed her lips against the scorpion girl's. Never before had Charlie kissed any girl. The space around her seemed to freeze in time. Nothing else but Lexine could be perceived. Not even the dynamic monitors or LEDs, everything had just stopped.

Charlie's pincers retracted, her arms as paralyzed as the rest of her. Her tail was hiked up and rigid like stone. Lexine had truly caught her with her guard down. Their soft lips locked for a couple of minutes, before Lexine finally pulled away, breaking the kiss.

"You can still be kissed. You're just like any other human, but better, Ms. Richards," Lexine smirked knowingly. Charlie face was priceless. "And I intend to show you that in any possible way. Any."

"Whoa whoa whoa whoa! Time out, time out!" Charlie finally snapped, flailing her arms uncontrollably, her pale yellow skin was already flushing pink. "The kiss was enough."

Charlie was still confused, but now sufficiently aware to keep herself in control. "I'll admit you have a way with words, do- Lexy. But I don't just melt over a single kiss!" she shakily said. Lexine gave a soft smile and put her glasses back on, back away from Charlie while putting her hands inside her coat's pockets. "Seriously though, uhm... What was that about?"

"I already told you. I'm just one of many who can see past what a foolishly fearful society deems as 'ugly' and 'unpleasant' to see objectively into all that makes you unique and desirable."

"You're not seriously implying that you're into scorpions, are you?"

"That's a shallow thought, Ms. Richards," Lexine let out a small giggle, "You're neither scorpion nor woman, but at the same time you're both. Your transhuman form leaves you into what the lay man would call a grey area."

"Fine fine, forget I asked that. So what are you trying to say? I should stay like this?" Charlie sighed, still unconvinced. She was now more confused than ever.

"Indeed. You have a gift, and you should embrace it."

"But how do I cope? I know you're saying some people will accept me for what I am, but you have to admit the majority won't be pleased to see a family sized arachnid just waltzing down the street!"

"Oh, that is a problem. Mmhm," Lexine smiled. Charlie looked at her while raising an eyebrow, "We just need to... incentivate acceptance."

"Wait wait, 'we'?"

"Yes, Ms. Richards. You're as magnificent as I'm telling you, and I want people to realize that. I want humanity to come to terms with the new kind of life you represent... and I need your help to accomplish that."

"You're creeping me out again," Charlie responded with a small gulp.

"Mmm, then maybe you need to see for yourself what I mean," Lexine smiled, then reached out with an open hand in a friendly gesture.

Charlie was unsure. What was she about to be shown? What exactly were Lexine's intentions? Many questions battled their way to the top of her mind for priority, but she had something to attend to first. Should she go with her or not? "I'm... curious," she finally said, taking Lexine's hand and standing up.

Lexine seemed to grin a bit, "Curiosity is one of our best traits, Ms. Richards."

Charlie reached for her clothes, but Lexine stopped her. "You won't need to conceal yourself. Where we are going... It won't be necessary."


"I'd no idea there was a lab next to that door in your office," Charlie coined as she and Lexine entered the laboratory. After being awe-struck for a few moments, Charlie saw Lexine was urging her to follow. "Where are we going?"

"I just want to show you something I've been working on, Ms. Richards," Lexine smiled, standing by what appeared to be a giant canary cage. "It's my... latest creation, you could say."

"Hey Lexy, since I'm going to be calling you that, you can just call me Charlie like the others. Drop that Ms. Richards thing, it's too formal," the beauty of an arachnid said as she approached the doctor. But as Charlie made it to the cage, her dark eyes widened in both shock and amazement. "What... is that?"

Lexine flipped the light switch on. The creature inside the cage stirred and used its large wings to cover its face. It was hanging upside down, and it was probably taller than either Lexine or Charlie. "Evolution... my dear Charlie."

The scorpion just stared in disbelief. The large creature was very much like a bat, but the length of its legs, the defined muscles and general form- it wasn't a bat, but a human-like one. "And you said you created... him?"

"Indeed," Lexine smiled again, walking around and placing her hands on Charlie's shoulders. "You see Charlie, what I have discovered from the data and biological samples you've provided me with have helped devise a new strand of the recombinant agent that evolved you. This is one of the most recent results... Isn't he beautiful?" she smirked.

Charlie wasn't sure where to begin. "Lexy, are you saying there are more than this one?"

"Oh yes. Charlie, when I said I was just one of many that would accept you for who you are, I wasn't merely bluffing just to convince you. It's a fact," Lexine's smirk grew.

"But... what's happening to this one, he isn't very pleased to see us."

"It's not that. He's just adapting to his new form. His animal side is taking precedence, so he might recognize you or me as humans just yet. His eyes might also be adjusting to the new levels of light."

"Aren't bats blind?" Charlie inquired. Lexine shook her head.

"Bat eyesight isn't necessarily bad. This particular species uses ultrasound to orient itself, but he isn't blind," she smiled. "It would be severely counter-productive if any of the New World's were blind to the beauty of it," she smirked, leaving a baffled Charlie as she walked to the cage to observe her own work.

"New Wo- wait, what are you talking about? You're not making any sense."

"Charlie, we talked about it a few minutes ago. You've transcended humanity, it is time for others to do the same; that we might all better understand each other, so that we can build an utopia where fellow kin don't need to betray or destroy nature," Lexine turned around, placing her glasses over her head, "Think of all the possibilities."

"What're you talking about? Are you planning to turn everybody into... bats?"

"That would be a start," Lexine giggled as if a silly question had been asked, "But no. Several species inhabit our planet. We would be better connected to nature if the hybridization rate is randomized."

Charlie was bewildered, but she seemed to understand. "You want to make them all like me..."

"The species doesn't matter. They will all be evolved, to be stronger, faster, they won't need to be afraid. Of course, they will panic at first..."

"Gee, you think?!" Charlie snapped.

"...but they will cooperate with each other, in time." Lexine flashed a smile that told Charlie that the scientist knew something she did not. "My experiments haven't been conducted haphazardly, Charlie, I can guarantee you that. I'm an expert at genetic engineering."

"This is too much to take in at once, even from someone with so many experiments under her belt..." Charlie held by her head.

"You need not to worry your pretty little head," Lexine gave her a motherly kind of smile as she approached Charlie and embraced her. "You've already done your part as the Alpha. You're the beggining of a new race, Charlie."

The scorpion seemed to find a strange kind of comfort while being in the scientist's arms, but her mind was still confused. "You turned him into someone like me," she referred to the deep-breathing, slumbering man bat. "Did he seriously want that?"

"...Of course, dear."

"But what if others don't want to? I mean, you can't exactly force..."

"Charlie, evolution isn't a matter of choice. It just happens. No one told primates to become humans, we just did," Lexine explained. "We've adapted to become the dominant race of the planet. It is time we adapt further. Is that not the purpose of every living being? To live and leave behind a better offspring?"

Charlie seemed to fidget as she looked up at the scientist. "But..."

"You're the mother of the New World, Charlie. Your doubts are fueled by fear of rejection, and that's only a natural reaction that comes after living in the flawed society humanity has degraded to. We need to break free of that, to return to our roots... Eliminate those that would oppose us, and better ourselves so that kind of fools are never given a chance to ruin our ideal utopia. Do you understand?"

Lexine stared straight into Charlie's eyes, the scorpion began to blush again. "Lexy... You... you're very serious about this, aren't you...?"

"As serious as I am about this..." Lexine pulled Charlie in for another kiss. This time, Charlie was obviously less surprised. It still felt odd, to make out with another girl, but somehow, it just felt right. For that moment, every doubt in Charlie's head suddenly vanished.

Nothing had prepared Charlie for what came next though. Lexine undid her own hairdo and let her flowing blonde hair prettily wave behind her back, then she let her lab coat drop to the floor.

Charlie broke the kiss. "Lexy?"

"I can't help myself. You're too beautiful, Charlie," Lexine smiled, and continued to undress. Charlie gasped as suddenly she beheld the russian woman's fair-skinned body; the scorpion knew she was stacked, but Lexine didn't come very short in the curves department either. After the underwear was off, Charlie had no reason to keep the protection on her personal areas on. "I need you."

Before they knew it, both naked females were passionately making out again, but this time both eagerly began to roam each other's bodies with their hands. They slowly dropped to the floor as they continued to trade saliva. Lexine was more cavalier about feeling Charlie's exposed bits, with her fingers pinching her nipples.

"Ahhh..." Charlie moaned softly into the kiss, her arms trembling as the pleasure washed her over. She had never become intimate with another female before, but now she was so aroused that any detail stopped to matter to her. She just wanted to enjoy the moment. Lexine, aware of this, became relentless in the treatment. When she was done pinching, she stopped the kiss to go down and lick the hardened nub with her tongue. The human had Charlie practically dominated with pleasure.

"L-Lexy... that feels so-so good...!" she gasped, arching back as Lexine nursed like a hungry infant, even though no milk would come out. Charlie's tail was darting about erratically, whipping at the air as she kept getting jolts of pleasure to zap her brain. "Grab my tits, harder...!" she finally demanded.

And Lexine complied, a hand at the unattended breast began to grope it like a ripe melon, while the other went down to clutch and knead her buttcheeks. This had made Charlie considerably wet, and Lexine just would not let up. The scorpion girl would have it no other way.

"You're loving this," Lexine observed with a smirk, pushing upwards to press her own chest against Charlie's breasts. Charlie gasped in pleasure at this. "We won't stop..." she reassured, crossing her legs with Charlie's. It surprised Lexine how the thick, rough looking exoskeleton covering Charlie's legs had suddenly become silky smooth, probably a biological response to the mating process.

"We won't stop until you hit your orgasm," Lexine reassured again, and kissed Charlie deeply once more. As they each embraced the other, Charlie eagerly began to hump against Lexine, who responded with small groans of discomfort.

"Ahh... I-I'm sorry, didn't mean to hurt you."

"It's alright. Once we're done, you won't ever have to apologize for using the full extent of your strength ever again," Lexine smiled, then began to grind against her softly. Charlie responded with a kiss and began to grind back against Lexine, this time holding her strength back. With their nether lips locked together and exchanging juices, their mouths once again started to immitate them.

They began to grope each other as their arousal grew, their wet pussies starting to run faster as they approached their climaxes. Soon, they each let out a loud moan that only became muffled by their kiss. Charlie's tail finally stopped moving and remained rigid into the air as she hit her orgasm.

Several minutes of more passionate kissing ensued as they rode out their sexual intercourse, until finally they pushed away from each other to gasp for air.

Panting, Charlie saw her own boobs jiggle as her chest heaved up and down with every gulp of air she took. Lexine approached from the side and gently nuzzled her, "Consider it, Charlie. Nothing is impossible now. Mmm..." she gave her a quick peck before she rested her head on the scorpion's hefty rack.

Charlie couldn't respond. It not only had been her first time with another girl, but this was someone she had been wanting to rip her head off half an hour ago. The release had also helped her deflate from all the pent-up tension of the past month, she felt lighter, but still not entirely convinced. "Is she right...?" she thought to herself, eyes looking down at the slightly shorter, but beautiful scientist. "I guess I've been harsh on my condition... But still, what she's trying to do is... way out of scope. Mother of the New World? Transform everyone? It would be great if everyone agreed but... Oh hell, I'm not cut out for this kind of thinking..." she held by her forehead, shutting her eyes.

Lexine then spoke, "This was enjoyable," and slowly sat back up. "I've never been with someone so... energetic."

"Thank you. I think."

"It was a compliment," Lexine giggled, "Now, if you'll excuse me, I have much to do. You're free to stay."

"O-oh... Uhm, it's okay. I think I want to take a walk around..." Lexine nodded to Charlie. Charlie used a few disposable towels to clean up and then willed her protectors on. Lexine took a bit longer to get dressed up, she was just hooking her bra on.

"Alright Charlie, I'll see you later then. I have something else I want to show you when you're ready," she grinned a bit.

"Y-yeah, sure..." Charlie began to leave through the door, then turned to wave a small good bye, "That was helpful, Lexy..." and slumped through. Apparently the earlier action with Lexine had taken a toll on her.

As Lexine put her coat back on, she began to smile as she placed a hand over her abdominal section. "You have no idea, dear."

Part 3.

Once left to her own devices, Lexine quickly reached into her coat and took an extractor. She wasted no time and plunged it into her love canal. With a small sigh of pleasure she contained, the extractor began to pump out the juice that she and Charlie had created by mixing their female cum during their orgasm. "This is it..." she smiled and let out a small gasp of relief as she removed the extractor and the fresh mixture was contained. "Finally I can perfect it."

A familiar creature shrieked before Sirey showed himself to its master. It landed on Lexine's shoulder. She smiled, "You know this, yes? After all, you can understand all I say, my little Sirey," she grinned, petting the bat as it let out cute chipping sounds. "I must take one last sample, dear. Then, I can start with the end to this."

Sirey seemed to chip happily.

After she had gotten her clothes back on, Lexine got to work. She began to examine the mixture of juices, from where she could analyze and pick out genetic compatibilities. Taking a sample from Sirey, she began to tailor the new bacteria's directive based on the genetic compatibility between Charlie and herself, and Sirey's own genetic code. "The 'virgin' human code is attacked by the bacteria's directive by using the modified code and the new genetical information... Cell recuperation in projections are perfect," she said to herself as she oversaw her miscroscope.

"Hmm, enough testing." Lexine smiled to herself, then began to mix the compounds. A new, pink liquid was then deposited into a new vial that was delivered by her mixer to her. "This is the ticket. The Omega."


Meanwhile, as she was absent-mindedly getting dressed, a pensive Charlie stared off into space. "Apparently I'm pretty," she said as she turned to the full body mirror that Lexine used with her patients. Charlie measured herself, then discreetly slid her protectors off. For the first time, she began to feel bashful and blushed as she started covering her nipples and crotch, her tail idly swishing behind her in anxiety. "She was my first girl..." she told herself, "But why does it feel so off? Does she genuinely like me or is there something else?"

"She was right when she said I enjoy my strength," she put a hand in front of her face, then clutched and her pincers came out, snapping. "The rush of power is intoxicating, and I'm so full of energy that fighting in life-threatening situations, even the simulated ones, is so fulfilling. It's that rush... maybe I don't want to go back to normal. Maybe deep down I want to keep all this strength, all this power, and this form... Lexy might not be wrong."

"So what if some people don't find me pretty like this? Some people won't find me pretty even if had turned into a mutant super-model. It's no different than being human with the social insecurities..." she thought out loud, starting to convince herself. "Lexy's volunteers show that they want to evolve, or whatever she called it. But does everyone want that? It sure would feel less awkward if we weren't the only half-animals walking around without having dozens of eyes fixing on our differences..."

She then sighed, "But what can we do? Lexy wants everyone to get powers like me, at the cost of losing their human shapes. And it's out of the question whether they like it or not..." she frowned. Then, Charlie began to scope out.

"...I wasn't given a choice," Charlie mused, staring at her open palms. "I'm like this because of that stupid goon back in Asia. I beat them up, but didn't kill any of them, when I could've easily done so. Still, I reacted badly to Lexy when she was only trying to help..." she sighed in disappointment. She was starting to think outside the box now.

"If people aren't given a choice, and they all find themselves with tails, paws, tentacles, wings, claws... whatever they aren't used to... How will they react?" Charlie held by her head as pictures of chaos and mayhem filled her mind. "I might have been lucky that I wasn't driven insane by this power, but what about others? There's no telling what they might do if they suddenly transform like I did. What if they don't start cooperating like Lexy said? What if they begin to destroy everything in sight, or worse, each other, because they can't tolerate their new appearances?"

Her protectors slid back into place as she rested her palms on the desk. "Maybe I don't want to lose this shape. Maybe Lexy likes me how I am. Maybe she wants to help those that want to ascend, and maybe some day, there'll be a way for everyone to reach an understanding on how to keep things going peacefully..." she harshly stared at the mahogany woodwork, "But it can't be forced. Doing that would not only be wrong, but dangerous. I have to talk Lexy out of this."

Decided, Charlie turned around and started back towards the lab.


But Charlie wasn't the only contemplative person that morning. Lexine, while dazzling her eyes with the pink hue of the ultimate form of the redesigned recombinant, thought of all the implications about using it. Her thoughts had all but one final destination. "If I turn into Omega, there is no going back."

Sirey perched itself on her shoulder as always, nuzzling her encouragingly. "You know that too, don't you, little one?" she softly said, "A New World inhabited by highly evolved beings. All under the same stress, under the same conditions. Rich or Poor would not matter, they would all be in the same boat. Empathy will lead to cooperation, which will lead to a flourishing new culture," she spun the vial idly in her fingers.

"But there is always the risk of resistance. There has to be an end to the foolish, fear-inducing thought of superiority based on materialism," she gave herself a serious frown on the reflective surface of one of the metal lab desks. "But they will be too confused at first... confused just like they were at the start," Lexine approached the wall where she uncloaked the one way window to the artificial landscape, the bat men and women she had produced were still living peacefully, naturally. "They need direction. They need to be unified under one ideal. My ideal. I will transform to Omega and be the end of this flawed mankind, to give rise to a new, perfect kingdom."

"Perfect kingdom?" came a voice not far away. Lexine's heart skipped a beat and she turned around, gripping the pink vial tightly. Charlie was approaching her.

"Charlie..." Lexine straightened her glasses, holding the vial back from Charlie's eyes. "I was under the impression you were going to head back to your room."

Charlie narrowed her eyes a bit, suspiciously approaching the scientist. "Lexy, what were you talking to yourself about? What's this about...? Oh god." Her eyes widened like plates as she rushed past a silent Lexine. Charlie looked out to the artificial meadow where the group of hybrids were lounging about. "What is this...?" she pressed herself to the window. The sight wasn't very pleasant. Charlie had thought herself to have been imprisoned, but these people, they were being treated like lab rats! "Lexy!" she shouted angrily, turning her head around.

"Yes?" the microbiologist calmly responded, approaching Charlie from behind.

"What's this all about? Why are those guys just lying about in there? They're so..."

"Under control?"

"Trapped! Do they even get fed?"

"Yes they do. You needn't worry yourself Charlie. They are all at peak physical condition."

"My ass, they look worse than prisoners of war!"

"Charlie, calm yourself dear, that tone is very unbecoming and..."

"Lexy, free those people."

"What?" Lexine blinked.

"Free them, let them out. I thought it was normal for that other guy to be sleeping like a bat and the cage looked normal if you were trying to keep him from harming you directly, but this is ridiculous!"

"Charlie, you're not thinking straight. I'm not torturing these people, I'm merely conditioning them."

"By imprisoning them?!"

"By allowing them to cope with their situation as a group. Look at them, they're mingling, sharing food with those that are hungrier than the others, even though they all get enough. They're helping each other through this experience," Lexine placed a hand on Charlie's shoulder.

"Lexine, this isn't natural. You can't just experiment on people like this!"

Lexine noticed the change in tone in Charlie's voice, things were starting to become unnecessarily complicated. "Charlie, Charlie, my dear, beautiful scorpion..." she smiled softly, reaching for Charlie's cheek with her hand, but it got smacked away by her.

"Don't touch me."

Lexine frowned, seemingly hurt, although not physically. "Charlie, please. I'm not seeking to hurt, merely to improve. We have talked about this."

"And I came to tell you that you're nuts!" she bluntly said, "If this is how you plan to get everyone to accept your New World, it won't even get off of the ground."

Lexine's heart began to beat faster, she was getting anxious, "Charlie."

"What is it?"

All of a sudden and with brazen speed, Lexine swung her arm towards Charlie. "I don't like your tone."

Not having seen it coming, Lexine managed to bat Charlie across the face, sending her reeling for several feet until she crashed into a wall with a loud thud. Sirey shrieked and flew to the top of a cabinet, while the sleeping man bat began to stir in his cage.

"Wuh... what...?" Charlie coughed, gagging as she lie on top of the debris from the smashed concrete wall, staring at Lexine in disbelief. "Lexy...?"

Lexine smiled, slowly approaching Charlie. There was an emtpy vial in her hand, which she easily crushed to glass dust as she stopped in front of her. "I'm going through with this, dear Charlie. With, our without you."

Charlie's eyes widened as she witnessed the changes in Lexine's body. "What have you done to yourself...?"

Lexine began to growl as she hunched over, "I'm going... to be the end... to this flawed human race...!" Lexine hugged herself as the changes quickly began to shift her insides. "I will become... Omega!"

Then it happened. Lexine's hands and legs could be seen developing hair that quickly matted down to silken silver fur. This spread to the entirety of her bulking up form. The former petite woman's body began to swell, adding height and muscle as Lexine's clothes began to tear and bust at the seams.

"Lexy...!" Charlie cried out, too stunned by the sight to get the debris weighing her down off of her.

But Lexine was too far gone, lost in a world of pleasure as her body expanded, climbing past Charlie's height into the 7ft range. Lexine began to moan as her chest began to push against her underwear, her nipples indenting into the material as her breasts blew up several sizes to an impressive pair of E-cups that seemed even bigger thanks to her enlarging form. Her hips began to widen as well, with her buttcheeks inflating into a pair of round, spherical slabs of soft yet firm, groppable flesh. Her legs became even longer as she reached 8ft tall, her shoes ripping as her toes formed into sharp talons.

Lexine began to purr as her tailbone stretched and created an actual tail covered in more of the silver fur, her fingers developing sharp claws as the rest of her arms suffered through a big change. The undersides of her arms began to unfold several long spine-like extremities each that stretched and grew to semi-flexible articulations. Between each of the articulations began to appear a thin yet very strong membrane that completed Lexine's wings. With noticeable biceps and a thick, beautiful build, Lexine had reached an amazonian 9ft of height, easily the tallest person in the whole building, guaranteeing that she would have no problems taking off to fly.

Finally, her head began to contort to an entirely new visage, her nose melting into her stretching face, although only very discreet nostrils remained hidden under the fur, rather than very pronounced ones like most bats had. Her ears more than doubled their size and adapted their shape to her bat-like new form, her blonde hair obviously having been freed from its ties and flowed longer than ever, reaching down to her curvaceous, peach-shaped rump. Teeth began to form into fangs, with her canines doubling their size, enough to stick out from her mouth.

Charlie noticed Lexine's almost glowing, bright silver fur had certain patches of black, making her a very beautiful giantess. The sight of the amazonian bat woman was enough to make anyone drool, but Charlie was focused in another fact.

A long, pointed tongue came out of Lexine's mouth, her eyes were closed. The slick muscle started to lick her own lips as she purred in delight, a paw sliding down her big, muscular thighs and another seemed to be weighing her new, hefty chest. She was big, she was powerful, she was hot. "I am finally superior, more than anything or anyone," Lexine spoke, her seductive voice now holding even more authority thanks to her imposing, towering form. Charlie gauged that if she were to stand straight, she would only come up face to face with Lexine's breasts.

"Now I know this for a fact. The power coursing through my veins feels... unlimited, like anything suddenly is possible," Lexine murred, walking towards Charlie, who still was too stunned to get out of the debris. Each step Lexine took was accompained by a sway of the hip that borderlined exaggerate motion, but she couldn't help it; her body was speaking its own language. "And it's all thanks to you, my dear, dear Charlie," she smiled, casually reaching down and single-handedly knocking the debris away from her.

Charlie gasped as the concrete slab was finally pulled off her body, but the surprise came from Lexine's form, which was even more impressive up close. "You will have to forgive me, dear. I was... very rude to you," she softly purred, pulling Charlie up, hugging her like a doll next to her voluminous chest. "But you have to understand, this is my utopia. Don't you want to be a part of it?"

"Not if we're going to force everyone into it," Charlie groaned, struggling against the bigger winged mammal.

"Ah, but attempting to barter with people in power would corrupt the purity of this. They would take the research and simply weaponize it. They would only give it to soldiers to abuse its destructive potential, and would not allow anyone else evolve. Mankind does not care about peace and coexistence with nature, Charlie. They just care about money... They are greedy, despicable creatures."

"They? You were a human ten minutes ago!" Charlie angrily objected, struggling even harder.

"But now I'm evolved, I feel the power, and with it, I must change the world for the better," Lexine retorted, making Charlie groan.

"You can't force this, Lexine. Open your eyes! The second you begin turning people against their will, authorities will be onto you! You will just be going to a hopeless war!"

"It won't come to a war, Charlie. I'm not a fool, I will make use of my knowledge and research to strategically begin the disemination of the recombinant across the world, until every single man, woman and child is like you and I. Then, a war will not be necessary."

Charlie couldn't continue listening to Lexine, but she couldn't break away from the powerful bear hug the mighty amazon had her trapped in.

"Charlie, my lovely scorpion, why do you struggle? This is an inevitability. You are the cog that started a very complex machine called evolution. I am merely fine tuning it. You might not like how I'm doing it, but I'm going to make it work."

"I never wanted any of this!" Charlie said, her face only expressing anger.

"Charlie, don't you realize what I am asking of you?" Lexine gave her that soft motherly smile again, hugging her even tighter, almost slipping the smaller girl into her marshmellow heaven. "I want you to be part of my upcoming utopia, I want you to be at my side. You're the Alpha, the one that has made this all possible, and I, the Omega, will be the one to make the corrupted kingdom of man fall; that our own may flourish. For every human I take care of, we will have one new member to our cause..."

"You don't know that! What if they don't share your ideal, what then?!"

"Why, that's why I made myself so powerful, Charlie. Don't you find it odd that you're having trouble struggling against me? You're the one who possesses the proportionate strength and agility of an arachnid, which makes you approximately fifty times stronger and reflexive than any human. Yet, you're incapable of freeing yourself."

Charlie struggled even harder, "Nngh, cut to the chase, Lexine!"

"When I said you had made this all possible, I also included myself. The recombinant, you see, I tailored to spread your capabilities into the genetic code of my darling Sirey. I made myself as strong, if not far stronger than you are, Charlie," she grinned. "And now I... ohh..." she moaned, a rush of sudden pleasure causing her to move her head back, tongue hanging out. "Mmm, the power, it's... intoxicating."

"You don't intend to let anyone get in your way, not even your own people?!" she accused.

"My methods might be harsh, dear, but trust me... it's towards everyone's best interest."

"Don't you mean your own ego?!"

Lexine frowned. "Do you think I am trying to satisfy some twisted delirium of grandeur with this?" she growled. "My father died for this opportunity to change how the world works!"

Charlie blinked her eyes in surprise. "Your... father? What's he got to do with this?"

Lexine sighed, trying to calm herself. She then explained: "He was a scientist that discovered a special bacteria, and his experiments led to the development of the recombinant agent which was to revolutionize medicine. But envious co-workers, untalented, bitter rivals duped him and stole his data, then published it as their own. They got all the funding, and proceeded to make a deal with a shady company that saw the research's potential to create biological weapons with reduced costs," she began to fume through her nostrils. "That team of celebrated scientists led by Dr. Ethan Mattheus, they were no more than crooks!"

Charlie was speechless, Lexine took a breath and then continued. "My father learned of this and ended his life, not wanting his research used for such vile purposes. He couldn't claim anything, the research wasn't under his name, he was powerless to change anything! And I did my best to help things get back under control, even as far as to track the organization in charge of reselling the agent through an auction, but I came short with funds... It was about money, again; that despicable man beat me at the auction. But later, the bacteria got stolen, by you of all people. An intrepid Interpol agent. I suppose that was a blessing in disguise. Thanks to you after all, we're at this junction."

"I had no idea this had been a personal matter, Lexine, but you still can't go along with it as you are!" Charlie claimed.

"I can, and will. You cannot stop me," Lexine smirked with confidence, both of her pearly white fangs showing as she did. Charlie winced at that fact, but she finally got fed up with it.

"I'm sorry, I never thought I was going to do this but..." Charlie growled, her tail arching backwards, "You've forced me to!" she said, suddenly driving her stinger into Lexine's neck, injecting a powerful neurotoxin venom inside. The bat lady shrieked in pain, stirring both the bat man and Sirey who shrieked in resonance. The force of the sting caused Lexine's grip to fail, opportunity which Charlie used to break free. Flipping backwards upon landing, the scorpion took her distance.

"I'm sorry, Lexy. I can't let you do what you want. It's wrong," Charlie said, watching Lexine kneel down and hold by her neck, hissing in a bit of pain. Charlie's tail whipped around, pink liquid seething out of the tip and falling to the floor, where it sizzled and evaporated almost instantly. "You've helped me understand a lot about myself, and I agree, the world would be better off with people that understand and live free of fear for each other. But I also swore to protect those people as they are right now, and besides what I look like today, I still am police. You won't succeed as long as I am here!"

"Are you done?" Lexine let out a small chuckle as removed her hand from her neck, the wound having already healed. She began to rise to her feet, surprising Charlie who had seen her neurotoxin's effect on others before and, no matter how big or small, affected them all in the same way. "Surprised? I didn't just take your capabilities, dear. I also copied your immunity to your own venom."

Charlie hissed. "So this is going to get harder for me, is it? Fine!" Charlie stomped the ground angrily and crossed her arms, then held them back as their pincers formed and her faceguard covered her mouth and nose.

"Bring it on!"

Part 4.

"Don't be foolish, you have no chance," Lexine said as she stretched her winged arms and let out a pleasant sigh as she felt her body course with energy.

"I always thougt of myself as a daredevil," Charlie glared, snapping her pincers threateningly. This had very little effect on Lexine, who took a step forwards instead, smiling with confidence.

"Charlie, my dear, sweet scorpion. Don't you remember those countless training sessions?" Lexine purred, leaning forwards while resting her hands on her knees, as if speaking to a little child, her chest sticking out between her arms as if she was flaunting her big breasts at her. "You tore through heavily armored robots with ease; have you not any idea of what someone with even greater strength can do to you?" for emphasis, she rose back up and balled one of her claws into a fist, flexing one of her feminine biceps.

Charlie snarled, "Is that your idea of a big bad threat? Boooooring!"

"Please, dear. We don't have to be enemies."

"We don't. But I don't have much of a choice!"

Lexine sighed, smiling arrogantly while holding two of fingers on her forehead in the most deferent manner ever. "You always struck to me as one with little imagination."

"Oh that is IT!" Charlie growled as she gave Lexine a death stare, then suddenly jumped several feet vertically, then after a flip she kicked the ceiling and launched herself at the giant bat woman, attempting to topple her over. Lexine quickly reacted though and stepped to the side, spreading her right wing. Charlie widened her eyes, but wasn't able to change direction. Lexine smirked, using the thin yet incredibly resilent membrane as a net, bouncing Charlie back at the ceiling.

Fortunately, Charlie reacted fast enough to stop herself against the ceiling without impacting. "Damnit, that's cheating!"

Lexine looked up with a silent smile. Charlie's blood was boiling over. "If I can't get her from a long range attack then..." she crawled along the ceiling, then bounced and feigned a drop attack. Lexine attempted to catch her again, but Charlie flipped in mid-air and dropped even faster. That split second of opportunity was all Charlie needed to pull her arm back upon landing and throwing her fist with all her might at Lexine's stomach. "Got her...!" she thought, obviously only wanting to knock the wind out of Lexine to make her more manageable.

What Charlie did not count on was that the lean muscled bat's abdomen would return the force of her punch, acting like a super strong wall that it pretty much was. Surprised, but unharmed, Lexine just leaned down, covering Charlie's face with her large bosom. "You got me to double over. Congatulations," she teased. Charlie, humiliated, lashed out with a flurry of punches, each one with decreased force and impact, yet it all the same hurt her.

"Damn you, overgrown, fat, bat!" Charlie shouted, each punch slightly pushing the large bat farther and farther behind, but Charlie was getting exhausted very quick. Eventually, Lexine found this to be a bother.

"I'm not fat," the bat merely said, kicking Charlie as if she was hitting a football, sending her flying at the wall. This time however, Charlie anticipated the blow and cushioned herself with her arms. The impact still sent her flying, but she managed to spin around in mid-air to stabilize and stick to the wall. The surface cracked at her landing, but Charlie was safe, although she was wiggling her hands rapidly.

"Oww, oww, ow ow ow! What are you made of?! Titanium?!" Charlie whimpered, blowing on her pulsing hands.

"Just slightly stronger material than you, I would say," Lexine casually related as she dusted her abs off, nearly causing Charlie to pop a vein from the insult.

"Alright, smart lady, kid gloves are off!" Charlie snarled, her cheek pouches showing her thick mandibles that snapped in front of her face, her tail whipping at the air angrily as her pincers brandished together against each other.

Lexine smiled, "Oh, is that a threat?"

Charlie leapt down at the floor and began a dash that would've put a jungle cat to shame. Then she began to skip around in erratic zig zag patterns that even Lexine had trouble to keep track of. Used to battle, Charlie had the advantage of experience, and while Lexine didn't move, she could at least buy time until she could find a weakness in the massive bat.

Before Lexine could do anything else, Charlie had turned into a bouncing blur that just wouldn't give her a chance to counter. "Is this sheer bravado? Or have you lost all hope, and your mind in the process, Charlie?"

Charlie said nothing this time. "If she's an inamovable object, then just wait until it moves on its own and then..." at one point, Lexine turned to seek Charlie behind her, but just as she did, "Hiiiiiiyah!" the scorpion dove down, snapping her mandibles and pincers around Lexine's leg. With Charlie's strength and Lexine being caught off guard, the 9ft tall female lost balance and her weight brought her crashing down with a big thud. "How'd you like that, huh?!" she panted, then quickly jumped on top of Lexine, pressing her down with all her might. "Bat got your tongue?!"

"Nnnghh..."

"Can't hear youuu. Oh maybe that's a good thing, I was getting tired of your self-righteous chat."

"Grrrr..."

"And all those quips about you being superior? Well hah! I'm on top now, in your face! Well, on your fat butt!"

Lexine was growling loudly by now, her fur vibrating, telling Charlie something bad was about to happen. Lexine's eyes opened, turning scarlet red as she suddenly erupted with anger, batting Charlie off her as she raised to her knees and arms, letting out a fierce shriek.

"Gah!" Charlie gasped, hitting the ceiling, although her tail instinctively reached for and pierced the surface, keeping herself aloft. "Okay, I might've overdone it with that last one."

Lexine rose up, her wings spreading before she hunched over and let out an even louder shriek. It felt like something natural to do for her, but after the third one, even Charlie started to feel a bit wary.

Sirey, who had been at the cabinet, shrieked in choir, followed by the man bat in the cage. It was rattling, the male was restless even though it was supposed to sleep.

"Hey, stop insulting me in bat, I can't understand a thing!" Charlie growled in annoyance, still hanging from the ceiling by her tail. She watched the man bat start to punch and kick against the cage attempting to free himself. Charlie looked his way and widened her eyes in horror as the restraining metal began to bend, "He could've gotten out of there the entire time...?!" she gasped, then turned in surprise as she began to hear banging nearby. It was the other subjects that were clawing at and punching, kicking, and struggling against the window, trying to get out! And the louder Lexine shrieked, the more violent they grew!

"Oh shit...!" Charlie gasped.


Clark and Ralph were walking down the halls by Dr. Masters's office while talking about boring patrol shifts. "Swear the only time we ever get to do anything interesting is when we gotta fix the damn security drones breaking down."

"I hear ya," grumbled Ralph, but then he stopped, "Wait, I hear something else. You hear that?" Clark stopped as well and tried to make out the out-of-place sound, until he finally realized it was coming from the office they had just passed.

They began to approach the door when suddenly it came apart with what looked to them a giant bug with breasts kicking it open. Startled, they readied their guns and pointed at the creature. "Freeze!" Ralph shouted.

"Wait, I'm not a-" Charlie put her hands up defensively, but didn't get time to explain that the rest of the entrance clogged with her pursuiters and finally gave way as they all pushed with great force until Dr. Master's room burst into concrete debris, as if a balloon full of monsters had just popped. "Oh crap!" she gasped, ducking as a straight line of bat men and women began to fly out, shrieking and screaming wildly. Most of them smashed into walls or the ceiling, but those that didn't quickly turned as they saw Charlie on the floor and the other two security guards.

"Jumping hairy monkey balls, what the hell?!" Clark yelped, startled at the new creatures, his gun now pointed at a quickly bat woman. "Get away from me or I'll shoot, I'll- AHHH!" he screamed. Not having the time to react, the bat woman pounced him and began biting the arm holding his weapon.

"Damn it, they're attacking indiscriminately. But why?!" Charlie cursed herself, then reminded herself of the banshee like scream Lexine had emitted, "No!" she growled, then jumped towards the helpless security guard. "HEY, you!" she shouted to the bat woman biting Clark, "BITE THIS!" she swung her arm, whacking the mutant in the face just after Charlie had gotten her attention. The bat woman was sent flying into a wall, and effectively off Clark. "Hey, you alright?!"

Clark moaned in pain, his forearm was bleeding. "Y-yeah, thanks. Who... what are you? What are these things?"

"GAH!" Ralph cried as he fired his gun to keep the creatures back, narrowly avoiding the great amount of bats pursuing him, barely making it to Charlie and Clark. "Shit, just shit! Those things were trying to eat me!" he panted, holding by his chest, "God damnit, what's going on here?! Answer me!" he demanded, holding Charlie down at gunpoint.

Charlie turned her head with a flat stare, "Look, we can stay here and play twenty questions and get eaten by giant winged rats, or we can high tail it out of here and get everyone out of this building!"

Ralph looked behind him, the erratically bouncing and flying bats starting to gather for another assault. "Grrr, fine, let's go then!"

"I'm not going with you. You should alert everyone, get everybody out!"

Ralph groaned, "W-we can't just let you..."

Clark got back up to his feet, holding by his wounded arm, "We don't have much choice in the matter do we?"

Charlie shook her head, but then gasped as she saw the towering Lexine push out of the building, her eyes still red. She locked onto the two humans and the scorpion and snarled, then furiously shrieked again. Every bat locked onto them at once.

"Damnit, she's controlling them!" Charlie deduced, then looked back at the scared security guards. "Just go! I'll hold them off, get everyone to safety!" she ordered.

"But!"

Fed up with being questioned, Charlie suddenly hissed and flashed her mandibles at them, snapping them violently. The two promptly scampered.

"I'm alright with security drone maintenance, Clark!"

"Me too, let's get the fuck out of here!"

The two then finally began to run as fast as they could. Meanwhile, Charlie turned to the bats and stomped the floor threateningly, balling her hands into fists, "You won't get past here!"

Lexine held her claw out, and suddenly three bats rushed Charlie. The scorpion ducked the first, "They're strong and fast, but not very smart!" she thought, jumping over a second. Lexine shrieked again, and the third, which Charlie was about to slug in the face, stopped mid track and spun around, kicking the unaware scorpion girl on her side, knocking the wind out of her. "Ugh! I thought they weren't smart..." she coughed, making a quick recovery before the other two flew back at her at Lexine's shriek and double kicked her in the back, sending her toppling to the floor.

"Fuck!" Charlie groaned, her protective armor having absorbed most of the impact, but she was getting battered. "What the hell? They're coordinating attacks now...?" she gasped, getting quickly up to her feet. This time, she looked at Lexine, who was glaring at her. Charlie widened her eyes as Lexine shrieked again, then she looked as two of the snarling bats in her group suddenly launched themselves at her. "She's controlling them?!"

Expecting a more cunning pair of opponents now, Charlie carefully planned her evasive maneuver, and promptly countered both bats with twin sucker punches. After Charlie had deflected them, Lexine shrieked again and the other three bats jumped back on her. Charlie ducked just in time and rolled away, then got up and spun around, whipping one into the other two with her strong tail. "She makes them work together. Before they were just randomly attacking whoever was next to them, now they have tactic... It's got to be Lexine!" she deduced.

"It has to be the way Lexine's shrieking!" Charlie thought, glaring at the snarling group, then at Lexine, who was coordinating them. "I have to get them away from her!"

Charlie grunted, knowing if Lexine kept sending combined attacks they would wear her down. She had to fight them elsewhere, somewhere she could separate them from Lexine! After a quick thought, Charlie came up with a plan.

"Alright Lexy, you're mad and you want a piece of me huh? Well, send your freaks after me! I'll take them out one by one!" she yelled. Lexine growled in response and pointed her way, screaming once more. The bats started to swarm Charlie, but she quickly backflipped away from the group, "You're too slow! You can't touch this!" after taunting them, Charlie began to dash away from them.

"Please tell me they evacuated, please tell me they evacuated..." Charlie silently begged in her mind, running as fast as her legs would carry her. Eventually, she made it to the agency, and sure enough it was deserted. "They probably got every non-combatant out and are blocking exits... good!" she smiled to herself; finally it seemed she was going to get a lucky break.

Charlie jumped to the booths and skipped along the desks, stopping only to continue to goad and taunt the incoming bats, with Lexine flying at the back lines. Charlie continued on, heading down the halls to her destination. "I just gotta get them to the warehouse! Lexine's so angry she won't notice!"

The scorpion continued to run from the fliers, getting a good break when they got back into the enclosed hallway. "They're fast, but I'm even faster!" she gladly told herself, bouncing off of the floor and onto a wall, then onto the ceiling, alternating running and surface-crawling at top-speed every time a bat would launch themself at her. "They need to be about 20 feet near Lexine, or else they won't get her commands. This is working out for me!"

Relieved, she jumped into the room at the end of the corridor which was full of computers and then quickly began to input commands. "Work work work!" fortunately, as an interpol agent, Charlie had been taught all she needed to know to operate any system at least on a basic level. Setting off the training program for the warehouse simulation wasn't trouble for her. "I gotta time this just right...!"

Just as she was finishing, the combined shriek symphony of the mutant people and their leader made her groan. "More bat talk, goddamnit it feels like I'm fighting monsters! Is this what Lexine wanted for the world?!" she growled, cursing herself for having trusted the mad scientist. As they all crashed through the entrance, destroying it in the process, Charlie quickly launched herself through the windows of the observation room, promping them to follow them.

Charlie landed into the active warehouse under a rain of shattered glass, the place looking exactly as it always did. "I should have the advantage here, I can't waste this chance!"

As the bats and Lexine flew in, they all surrounded Charlie, creating an aerial circle with Lexine hovering at the center. It seemed the amazon bat woman had finally come to her senses after the long pursuit. She looked down on Charlie, "You're good at running away."

"Oh please, you're making me blush!" Charlie replied, glaring. "You're sure acting like a big shot when you're just having all your mindless puppets charge me like rabid dogs!"

"Do you not understand? They're my children," Lexine grinned, "And they don't want their mother getting hurt. You should be more understanding."

"Okay, you're officially creeping ME out now!" Charlie pointed at Lexine as if to make it clear.

Lexine merely laughed, "Dear Charlie, why do you have to be so shallow, so unable to comprehend what's going on here? Do you not see it? I have developed an unforeseen ability."

"You're a puppeteer, congratulations! If the whole New World thing doesn't work out, you won't have to worry about going hungry huh?!"

"My children listen to my calls, and all it took was you giving a little... push, for me to discover it." Lexine smiled, perching herself atop a container, squatting down on her massive, long womanly legs, "You keep giving me, Charlie. I think it's time that I return some of it."

"Oh good, your gifts have all sucked until now!" Charlie yelled angrily, but it was a ruse. The idle banter was no more than her strategy to buy time as the startup program finished scanning the room and began to deploy robots to start the session.

Lexine was about to give out a command, when suddenly one of her man bats passed by in front of her, flying into a container. Every pair of eyes and ears focused on the Brawler unit recalling its stretchy metal arm. The open doors showed countless more units, and other doors were already opening to show Wheelers as well.

Charlie smiled "Cavalry's here."

Lexine growled down at Charlie, "Clever, but I was part of the designing team. I know the override code!" she leapt off her perch to avoid another flying fist. Since Lexine was the largest in the warehouse, the robots were mostly going at her.

Charlie had her own problems with a few Wheelers trying to saw her in half, but she was mostly evading them as the rest of the robots engaged into battle with the rest of the bats. Charlie had to pay attention to Lexine's moves, hoping she would do what she needed her to.

Beating her powerful wings, Lexine hurriedly made it to the observation room, casually smashing through every Wheeler that jumped in her way, careful not to get hurt with their blades of course. Charlie, silently praising herself, flipped away from combat after having kicked the Wheeler's head off and quickly leapt onto a container, then kicked off to the underside of the observation room Lexine had already entered. With every bat and bot busy fighting each other, Charlie merely had to crawl inside after the bat woman.

"Worry not my children, I won't let you come to harm..." Lexine said, carefully typing the override code to stop the session, having a bit of trouble thanks to her much larger fingers. Charlie couldn't have asked for a better distraction as she pulled the lockdown handle and ripped it off. Lexine heard the short-circuit created from the damaged handle and shrieked at Charlie, knowing full well what she had done.

Even though Lexine had succeeded in stopping the robots, Charlie had just sealed both of them inside the observation room. Every window had been blocked with indestructible walling, which even Lexine could not break.

Charlie smiled beneath her mask, proud of herself. Lexine turned, genuinely angry with the smug attitude. "You think yourself smart?! You've just given me every advantage I could get to finish you!" she growled, charging at Charlie, who bounced over Lexine.

"I don't think I'm smart but... oooh!" Charlie winced with false pity as the blindly enraged Lexine crashed against the equipment, shorting the connections which caused every lightbulb in the room to burst. Now they were in the dark. "That had to hurt!" she grinned, making her best impression of a football commenter.

Lexine, still seething with anger, got back up to her feet, panting. She had been patient so far, "But I have the advantage now," she thought. Even though she didn't have night vision, Lexine had something even better at her disposal. She emitted a high pitched sound that Charlie's ears could not pick up. In Lexine's eyes, an ultrasonic wave became visible through the darkness, and it hit every object in the room, mapping it for her. She silently clicked again, discerning every object in the dark room, finally perfecting her image of Charlie, who seemed to be moving in for a stealth attack. Without saying anything, she waited.

Charlie, careful to be as silent as possible, attempted to pounce Lexine, hoping to overpower her while she was seemingly distracted by her surroundings. It came as a surprise to her when her silent jump was interrupted by Lexine seized Charlie by the neck with ease. As if she had been expecting her. "Gak!" Charlie grunted, kicking the air as Lexine gripped her by the neck. "Damnit...! Nnngh!"

"I did tell you to research bats in the facility's computer. Echolocation is one of the first few things you could've learned," Lexine grinned, then suddenly and with all her pent up rage drove Charlie down into the floor, smashing her body with the impact of a giant boulder breaking the tiled floor to pieces, even the thick conduits underneath broke off. With the power knocked out, Lexine had no fear of getting them electrocuted.

"Screw you!" Charlie groaned, pain shooting up her back, making her writhe in Lexine's grip. But Lexine didn't want to choke her, she grabbed her around the waist, and smashed her again against the metal conduits, a wicked grin with which she flashed her fangs forming in Lexine's face.

"My my, that's no language for someone so pretty," Lexine smirked, "Charlie, Charlie, oh why do you oppose me so?" she purred, smashing her again, making Charlie groan, "You could stand by my side as I cleanse this world of the human virus. Don't you understand? I love you. I want you to be mine."

"I'm not some... gak!" Charlie coughed, feeling her ribcage in pain, "Not some object...!"

"But you are the object of my desire, and you're the one responsible for my dream to come true. You'd be the most valuable soldier in our cause..." the giant bat purred happily, rising the weakened scorpion up to her face. She licked her with her long tongue, "I don't want you existing for any other cause. You're mine, and if I you continue opposing me, I will destroy you," she gave her a wicked grin, starting to clutch hard with both claws, making Charlie arch back and scream.

"Gyyyyaaaaaahhh!" she shrieked, "F-fuck you! You can't force people to think like you, and that includes ME!" Charlie screamed, "I will never love or stand by someone like that, you hear me?! And I WILL stop you!"

"Hmm, Charlie, Charlie. You are a disappointment," Lexine shook her head, genuinely sad. The abusive bat woman brought Charlie back, "Maybe if I smash you convincingly enough..." she grinned.

Charlie felt every muscle in her body aching with pain, she was at her limit. No training had prepared her to fight someone as powerful as this, but it was better to be finished off than to become subservient to the megalomaniac Lexine had become. But no matter how hard she struggled with her arms and feet, she couldn't break free of the bat girl's grip.

Lexine, convinced Charlie was going to cave in eventually, smashed her against the crater she was making on the ground again, but this time, the conduits had had enough abuse. Charlie would not break thanks to her super resilence, but as the hollow tube did, the sheer force of the impact caused the metal to vibrate with such intensity that it produced a very high pitched sound. The frequency went so high that it hit Lexine's hyper developed ears, causing her vision to blur and her balance to be lost.

Charlie felt this in the grip and exerted herself until she could free herself. Lexine screamed, holding by her head, "Ahhhhh!" she screamed louder, "M-make it stop!" she begged, backing into a wall. She had accidentally set off a super high ultrasonic wave that, in the locked down room, had no way out, so it bounced and continuously amplified itself.

The scorpion girl heard the sound coming from the broken metal pipe as she tiredly got up to her feet. "S-so..." she panted, "You don't like that, do you?" she growled, taking the moment Lexine was incapacitated to dig her hands into the ground and ripped up one of the other tubes.

Charlie smashed the pipes together with all her strength. A human would not have been able to pull it off, but her strength enabled the impact she caused to make the metal vibrate at such frequency that the ultrasound repeated. Charlie groaned as the sound she could hear was like when the cap of a sauce pan hits its edge against a hard surface and causes it to go off like a church bell. To Lexine, this was like having two knives inserted into her ears and repeatedly stabbed in and out.

"GAHHH! AHHH!!" Lexine cried louder, Charlie continued to smash the pipe, hurting her ears in the process, but causing even greater pain to the giant bat woman.

"Having a..." Charlie panted, "Good time?!" the scorpion hit the pipes together harder, faster, each time creating such racket that Lexine was convinced her head was going to blow up if anymore pressure was applied. "Echolocate THIS!" the heroine shouted, smashing the pipes to bits, proceeding to scream herself as the ultrasound went into dangerous levels even for her own ears.

Unable to bear it any longer, a disoriented, enraged, and agonizing Lexine suddenly launched herself up and smashed through the ceiling, creating a hole that went to the upper floor. Pain, pain and more pain was the only thing in Lexine's mind. She shrieked her loudest for the day, causing the bats inside the training room to hear it from the upper floor. She kept smashing ceiling after ceiling in her disorientation. "I HAVE TO GET AWAY!" was the priority in Lexine's stunned brain. Story after story she flew up through, closely followed by the acrobatic Charlie using the falling debris as platforms. Eventually joined by her small legion of mutant bats as well, Lexine hit the final ceiling and broke out of the building.

With tears of pain and the stinging feeling of what she thought was Charlie's betrayal running out of her scarlet red eyes, Lexine sadly whimpered, "Why would you not love me back...? Why can you not understand, this world must be fixed!!" she screamed down, her shriek causing all of her followers to stir and fly around her, as if representing her convulted emotions. "I am the Omega, Charlie, I will end this world, it will begin anew, do you hear me?!" she shouted down at the building, "I WILL BEGIN IT ANEW!" with that, she began to fly away, disoriented and weak but with enough strength to make her escape with her followers trailing behind her.

Charlie, weak, and unable to pursuit, finally fell down on her butt. Her faceguard slid off and she panted, still feeling a ringing in her head. "Fucking... drama queen..." she said before passing out.


Moments later, the disturbance had been tended to by the facility's security team, and while they had not expected a vertical escape, they were quick to surround the unconscious Charlie. A mended Clark and Ralph were there as well. "What is... who is this?" the captain asked, looking down at the sleeping scorpion.

"She's the one!" Clark called out, "Captain, she was inside Dr. Masters's lab when the monsters came out."

"She's the only one that looked different," Ralph added, "And while she's scary as hell, she's got great knockers-" he looked down at Charlie's rising and lowering chest as she breathed, "I uh, I mean, she kind of saved our asses and bought us time to escape."

"Noted. She still is a suspect in Dr. Masters's disappearance, so I will be taking her into custody myself" the captain said, looking at Charlie. "Agent Charlotte Richards, this will be hard to explain to your superior," he thought to himself. Most of his goons had no idea who this mutant was, but as chief of security for this organization was aware of Interpol's undercover agent sent for testing. "What happened between you and Dr. Masters...?"


Charlie blinked her black eyes open and nearly blinded herself to the bright ceiling light of an illuminated room. She was lying in a comfortable bed and could recognize the surroundings. Still, Charlie couldn't help but ask: "Where...?"

And she was dutifully interrupted by the captain, "Back at your quarters, Agent Richards."

"Captain Rogers..." Charlie sat up on the bed, wincing a bit, holding by her stomach, "Oww..."

"Relax. The medical team says you took quite the beating. They found your ear drums nearly ruptured as well, so you might want to skip on using earphones or anything like that while kicking back," the captain chuckled. Charlie rested back against the bed, she was under covers.

"What happened to Lexine?" Charlie disgruntingly asked, holding an arm over her wounded front.

"I suspected as much. The large bat-like creature those two reported seeing, the one leading that horde that flew out of the building. Was that Dr. Lexine Masters?"

Charlie silently nodded. Rogers sighed. "I think I want to hear this story."

With a deep, sad sigh, Charlie began relating that morning's events to the Captain. It took him a while to process to the information, and for Charlie to come to terms with what she had lived through in the span of less than six hours, how much she had learned about herself and how Pierre's words for her kept making a comeback in her memory.

She had power, a lot of it, but that did not mean she had to abuse it. Charlie was capable of many fantastic things, and thanks to her blood, now Lexine was capable of even more chaos and destruction than herself.

Charlie looked up at the ceiling, blankly staring as Rogers made some calls. Had Lexine's feelings for her been pure, or was her obsession with her dream the only thing tying them together? Charlie did not have the answer to that. All she knew was that Lexine was now dangerously unstable and would soon become a threat to every human in the world. She had to be stopped.

"I will stop you myself, Lexy," Charlie's eyes narrowed. "Just you wait."

The End.