Judy staggered unsteadily to her feet as Sasha put the finishing touches on her brutal beating of Debra. 'Damn it all,' Judy thought to herself. 'I was hoping Debra would fare better than that. Looks like it's up to me...'

Judy was hurt but she was far from finished. Though she'd drained some of her energy transferring power to the meta-enhancers in Debra's costume, she still had enough left over for a good-sized electrical pulse blast. She raised her gauntlets at Sasha and fired.

The blinding arcs of energy struck Sasha in her bulky frame, and the villainess stumbled back, yelping in pain. Judy wasted no time in following up the attack with a flying kick, burying her foot deep in Sasha's flab. She ducked under her enemy's counterattack and followed up with several quick snap-kicks to the temple. Sasha stumbled back.

"You're tougher than I thought," the villainess said, a grin on her pudgy face. "I see the defensive strategy won't work with you. So let's try something different..."

With that, Sasha closed her eyes and concentrated. She groaned with effort and clenched her teeth. Judy was shocked to see that Sasha the Lynx was transforming right before her eyes! The villainess grew taller, her flabby bulk running like thick liquid across her shifting frame to her arms, legs, and bust. Within seconds, Judy was no longer facing a cannonball-shaped villainess, but instead she was up against a six-foot muscular amazon.

"What the hell..." she whispered.

She was so surprised by the transformation that she didn't have time to avoid Sasha's attack. The villainess was faster now, and tagged her with a nasty roundhouse to the jaw. Judy staggered, still hurting from the previous punishment she'd taken, and felt Sasha's fist connect with her gut. She doubled over and dropped to her knees. Her heads-up display in her visor was flashing all sorts of warnings to her, but she was in too much pain to retaliate. She only had the strength to look up as Sasha raised a meaty fist, and then everything went black...

- - -

Judy awoke in a small cell. She still had her costume on, she was surprised to discover, but the readouts in her visor display were all dead. 'Power supply gone,' she realized. 'Damn it all.'

"Ju... Lady Twilight? Are you awake?"

Judy turned groggily to see Debra kneeling beside her, a worried look on her face. Her sidekick's black costume was in a sad state - a testament to Sasha's strength, since the costume was bulletproof. Judy pulled herself up to a sitting position.

"How long have I been out?" she asked Debra.

"I don't know. I just woke up myself," Debra answered. She shook her curly auburn hair and looked dismayed. "I'm so sorry, Lady. I really messed up."

"You're damned right you did, Black Nova," Judy scolded, using Debra's code name in case they were being monitored. "What possessed you to go off by yourself and attack a dangerous supervillian?"

Debra wiped a tear of embarrassment from her eye. "I just... I wanted to prove myself to you..."

Judy turned her back on her sidekick angrily. "Now we're both in big trouble."

She felt Debra's slender arms wrap around her waist and caress her belly. Debra leaned her head against Judy's shoulder and began to softly kiss her neck. "I'm so sorry," she whispered as she stroked Judy's body. "I didn't mean to make you mad..."

Judy leaned into Debra's affectionate embrace and let her anger dissipate. Debra may not have been the world's greatest crimefighter by any stretch - her only super power was the ability to fly, and she wasn't much of a fighter yet - but she was awfully sweet. Besides, Judy didn't have a whole lot of room to berate her sidekick - she'd really screwed that fight up. How could she have walked into Sasha's bear hug so easily? She was certain she'd been out of the fat woman's reach, but the villainess had still managed to get a hold of her. And what was that trick she'd done to change herself...?

"What a tender scene," came the sneering voice of Sasha. "I almost hate to interrupt it... since this is your last chance to see each other."

Debra quickly released Judy, and both of them leaped to their feet. "What the hell do you want?" Debra snapped.

Judy kept her silence. Villains tended to reveal their plans in situations like this - it was a weakness of the breed. She was curious as to why Sasha had reverted back to her short, plump state. The villainess leered at the two heroes inside the cage.

"Well, well. Here I came to town just to steal some jewels, but look at what I caught!" she gloated. "The great and powerful Lady Twilight, and her precious little sidekick. I must be living right."

"Shut up, you ugly blob!" Debra snarled. "When we get outta here..."

Suddenly, Sasha reached between the bars towards Debra. Her reach shouldn't have been anywhere near long enough to catch the black-clad sidekick, but Judy watched in astonishment as Sasha's arm *stretched* towards Debra. Sasha latched hold of Debra's tattered shirt, then her elongated arm snapped back to its original proportions like a thick rubber band. Debra was jerked off her feet and slammed into the bars of the cell.

"Ow..." she groaned as Sasha released her. Judy held her sidekick up for support.

"So that's it," Judy murmured. "You're a shape-changer."

"Yes," Sasha said smugly. "Oh, I don't do anything too outlandish, like turning into animals or machines or anything, but I can shift my form around rather handily, as you can see."

'So that's how she got me in her bear hug,' Judy thought. 'Now I understand. If I get a chance to fight her again, I'll take that into account...'

"If you can look like anything you want," Debra spat, "how come you go around looking like a hippo?"

"Shut up, you little twerp!" Sasha snarled. "You've got no idea how much effort it takes to shape-shift!"

'So, it's a strain on her,' Judy thought. 'I can use that to my advantage... if we get out of here.'

Sasha smirked at them, regaining her composure. "Besides, this form is plenty powerful. My endurance and armor are quite superior when I'm in this natural shape. So I wouldn't knock it, Miss Black Nova. After all, cleaned your cute little clock easily enough without having to use any of my shape-changing powers."

"You lard-covered, ugly..." Debra began.

"What are you going to do with us?" Judy asked, cutting off her feisty sidekick.

Sasha's grin widened. "Oh, I've got plans for you. The little loudmouth there," she said, nodding at Debra, "will sell for a very nice price. You can't imagine how much some people will pay to have a superhero slave of their own. She may only be a sidekick, but she's got such a cute little body. She'll go to the highest bidder."

"Rot in Hell!" Debra hissed.

Sasha ignored this. "But for all that, she's really just a piece of ass for sale. You, on the other hand," she said, looking at Judy, "are a whole different story. You've got a great body, but you've also got something much better than that: your mind. An electronics genius capable of designing a super-suit like yours? There are billionaires and governments which will fall all over themselves to get their hot hands on you, baby."

"If you think she'd work for some scumbag like that, you're out of your mind!" Debra asserted.

Sasha laughed heartily, her flabby body quaking. "Oh, they have ways of making you work, little one. You'll find out soon enough how persuasive people can be. Anyway, best to leave you in costume, now that I've disabled that super-suit of yours. It proves you're the real thing. And now, I think I'll leave you lovebirds to have a tender farewell before I pack you up for shipping. I have many arrangements to make."

"You'll never get away with this!" Debra shouted as Sasha waddled away. The villainess was still laughing as the door slammed behind her.

Debra pressed her body up against Judy, trembling. "Oh no! This is terrible... what can we do?"

Judy kissed her frightened sidekick lightly on the lips and smoothed her hair. "It'll be all right. We're not through yet."

Debra stared at her, hope in her frightened eyes. "Really?"

Judy glanced over their cell. "Sasha assumes I'm helpless because she took the power supply out of my suit," she said. "But she's wrong. I've still got backup power... enough to do some things. And she doesn't realize that I've got some natural super-strength too. I think I can get us out of here."

Judy strode over to the barred window and peeked out. The street was several stories down, but she could make that jump even without the help of her powered suit. Debra, of course, could just fly down. All that she had to do was get through these bars. She got a good firm grip on one of the steel bars with both hands, braced her feet against the wall, and...

What do you do now?

	Judy breaks free and gets ready for payback
	Judy and Debra need to think of another plan

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Story program written by Valerie Mates