The Beastmistress 3  

By Ksennnin

Disclaimer: I do not own Wonder Woman or any Wonder Woman characters. I make no money from this publication.

It came too fast, even for the Flash. He tried to run but his legs refused to work like they should, and he fell on all fours, coarse hair sprouting all over his body. He tried to scream for help, but his mouth failed to shape words.

Women in outlandish costumes surrounded him, laughing with vicious merriment.

Wally West was no longer the World's Fastest Man. He was no longer even a man.

"Circe has taken over New York," Wonder Woman stated.

Surrounding the Amazon Princess in the lawn of Liberty Island, under the clear afternoon sky and the looming presence of the island's famous statue, were dozens of young, athletic women, dressed in multiple bright-colored schemes. Most wore daringly skin-tight fabrics, and several whose figures could easily rival the world's highest paid models, actually wore little at all, proud to flaunt their spectacular physiques, following the lead of Wonder Woman herself. But the assemblage was not a fashion show, and their looks were trivial compared to the power they wielded. Almost every super-powered heroine in the world was present at this place.

"Every man in the city, including meta-powered ones, was transformed and rendered helpless by the witch's magic, and any man who enters the city at any moment will suffer the same fate. Also, Circe called for all female meta-criminals to willingly join her assault, and many answered her summons."

"Who're we talking about?" asked the short-haired blonde with the impressive muscular build, the circular cut-out in the chest area of her white unitard calling attention to her equally impressive buxomness. "Small fries or heavy hitters?"

"We must assume several of all levels, Power Girl. Oracle identified Killer Frost, Silver Banshee, and Mongal among others."

"Dibs on the last," Power Girl muttered with a half-smile.

"Why would they work together?" asked Black Canary, dressed in dark fishnet stockings, tight black spandex and leather. "Any larger agenda?"

"Canary's right," Power Girl added. "Why go to such pains to take over New York anyway? Loot? Ransom? Doesn't sound like Circe."

"It may be a grand gesture," Diana said. "Circe was not quite this powerful before. Maybe she found a way to tap into the residual Imperix energies. She may be trying to draw other magic-users to her, to expand her spell even further, perhaps to encompass the whole world."

"Thus getting rid of all men? And is that such a bad idea?" someone muttered, and many others chuckled.

"Come on, they have their uses," Black Canary protested, resulting in further laughter.

"Circe may indeed want that," Diana said somberly. "But if her magic starts expanding beyond New York, the government could order a nuclear strike."

Several voices rose at once.

"Nuke New York?"

"That's madness!"

Wonder Woman made a hushing gesture. "Circe may trust that, too, but remember who is now the president of the United States of America."

That silenced the assembly. Current president Lex Luthor had a long-standing reputation in the superhuman community.

"What about Doctor Fate? Or Zatanna?" The young girl asking wore tight red jeans and a black t-shirt emblazoned with Wonder Woman's stylized eagle symbol. "Can't they stop this, magic against magic?"

"Zatanna is keeping the spell contained, but neutralizing it falls beyond even her powers," Diana told Wonder Girl. "Fate was in the city when the spell hit, like many other members of the Justice Society and the Justice League."

"Like my father," the green-skinned Jade said grimly.

"And my husband," said Big Barda, the tallest and most physically imposing woman present, in her scarred Apokolipsian battle armor. "This may be a trap not even he can escape. Why are we wasting time talking?"

"We must not attack blindly," Diana replied. "We'll enter the city in groups, relying on teamwork, routing communication through Oracle. Barda, Starfire, Canary, and Troia will each lead a group. Priority will be to take down all enemy meta-humans and locate the transformed heroes. You will carry samples of molly to neutralize the individual transformations, so we can reinforce our numbers with those freed."

"What about Circe?"

"I will see to Circe myself."

Loud noises roused him from unconsciousness. He moved cautiously towards the sounds. Things did not smell right.

The grotesquely over-muscled woman with the yellowish skin struck Power Girl, and the blonde heroine was sent through the air like a missile, becoming literally embedded in the thick concrete wall of a banking building.

Panicking women scattered away, yelling.

"Thought you'd be closer in might to the Kryptonian, woman." Mongal spoke in a sibilant accent, walking closer in long, thunderous strides. "But I see there is nothing more to you than your fat teats."

Power Girl grunted and shattered concrete felling all around her. She stepped forward, rotating her shoulders, with eyes narrowed. "Fat teats?"

Abruptly, Mongal dropped face-first to the floor, one arm bent back in a painful lock. "Exchange pleasantries later, girls," Wonder Woman said.

"Hey!" Power Girl yelled. "I called dibs!"

"Fuck you both," Mongal spat. Her fist struck the ground like a missile impact, unbalancing Wonder Woman enough that Mongal grabbed and threw her against Power Girl. "Now I'll-"

A bark stopped the monstrous female. She turned and frowned.

"Pet of yours?"

Drawing back her leg, Mongal kicked at the red-caped, white figure.

"Damn," Power Girl muttered, a moment later, half-smiling, half-wincing.

"Gods..." Wonder Woman arched her eyebrows. "He is really... strong."


Feinting first a high kick, Huntress dove low at her opponent for the double-leg takedown, ready to dodge a possible knee.

The woman known as Shiva moved down and forward, while turning to a side, hands moving to control the head and lead arm of her attacker. Completing the rotation, she threw the Huntress with a desultory grace against a wall several paces away, close to where Black Canary had previously fallen.

"Nice moves," Vixen snarled as she rushed at Shiva, her speed and ferocity far above that of a human.

Shiva seemed to move just slightly, inching forward and to a side, dodging Vixen's outstretched nails to strike with a casually extended ridge hand.

"-Fuck!" Vixen gasped, rolling to her knees, her ribcage burning with pain. Only her mystically emulated animal strength had kept her ribs from caving in. The briefings at the Suicide Squad had obviously fallen short regarding Shiva. Cheshire had been a piece of cake in comparison.

"So much talent, so little true skill," Shiva said calmly, moving in for the kill.

"Desist," said a nondescript middle-aged woman wearing a shapeless trench coat.

"Who-?" The martial arts master frowned, her combat awareness baffled by the strange chi of the apparently harmless woman defying her. Suddenly Shiva's head jerked abruptly, and she fell, instantly unconscious.

"Who the fuck?" Huntress echoed, open-mouthed.

The trench coat woman's body began to shift, changing shape.

"Look out! Another of Circe's-!"

>>No.<< The voice echoed in their heads, soundlessly.

"J'onn? J'onn J'onzz?" Vixen asked, surprised, recognizing the telepathic presence in her mind.

The woman's skin had turned green, and her head grew bald while her skull enlarged. Strong limbs bulged under an outfit of blue boots and a flowing cape fastened to tight, brief shorts by two wide straps crossing over an otherwise bare chest, strategically covering large, round breasts.

"Damn, J'onn, you look really hot like that," Vixen muttered. "Should we now call you J'enna?"

"I cannot adopt my usual male shape without falling under the power of the spell," J'onn J'onzz explained. "So this is a compromise."

"Some damn big compromises you're packing."

Huntress frowned. Maybe what they said about Vixen was true.

Wonder Woman brought her knee up again, and the man bearing the powers of Cheetah fell, unconscious. He had been fast, and vicious, yet had lasted only seconds before the Amazon Princess. As Diana bound her fallen opponent with her lasso, a purple-eyed woman dressed in an extravagant fur coat stepped forward from the shadows, clapping.

"Impressive as always."

Wonder Woman turned to face the witch. "Gender-swapped copies are always inferior to the originals."

"Males are always inferior to females, of course."

"Your song has not changed, I see."

"I was curious about a were-beast I did not create myself." Circe gestured casually and the limp Cheetah was thrown far from where both women stood. "A pity. He was almost satisfactory in other matters. But I've always had the worst taste choosing lovers, as you well know."

"It doesn't have to be like this. You could just stop this madness-"

"Madness is what now rules this world of men, Diana. Madness is opposing my saving the world for us, for women."

"By destroying men? What kind of world would you make?"

"A better world! One where women can live and love in peace! Where males become the animals they truly are, in shape as well as in nature, but subject to us, living only to serve our needs, as inferior creatures, as beasts should! Mankind had its chance, dear, and they blew it. It's the time of Womankind, now."

"You are insane."

"Insane? Because I dare to speak the truth? And act upon it? The truth you know but will not recognize? I know you, Diana; we have shared so much. You love and lust just like I do! And you know that males are fit for us only if reduced to their true animal nature, distilled to their most honest and pure essence!"

>Oh, please,< Oracle muttered through the communicator at Diana's ear. >Sounds like a Lit sophomore who just read Hesse's Steppenwolf. Did you two really-?<

"I need some privacy now, Oracle," Diana sub-vocalized.



>Fine, Princess. Be careful.<

As the communicator went offline, Diana stepped forward, rising her empty hands in a gesture of non-aggression. "Circe, your power could help the world, if only you-"

"I am helping the world. I'm succeeding where you and your kind failed, Amazon."

"The destruction of men is not the answer!"

"I'm not destroying men. I'm improving them."

"Please, Circe, you cannot-"

"I can, and I will!"

"I won't let you."

"Yet you know I'm right!"

"I know that I must stop you." Sadness filled Diana's voice. Standing close to her, Circe's beauty was still breathtaking. "Again."

"Oh, this time will be different, Princess." Circe's voice was cold as ice.


"You see, I've recently upgraded the quality of my servants."

"The mightiest heroines of the world are bringing down your allies, even as we speak."

"That scum? Oh, good riddance. I meant him."

A deep growl rose behind Diana. She turned fast, but a massive, white-furred shape rushed at her, faster than a speeding bullet.


Her arms barely shielded her throat in time before the feral creature's irresistible power bore her down hard, her eyes filling with the red and gold symbol of a stylized "S" that still covered its broad chest. She winced, being slammed against the debris-covered floor like a puppet, but lifting her legs up between them, she pushed him off.

Her attacker struck the farthest column of the ruined commercial complex with his back, and the whole structure, already damaged by the recent destruction of the Imperix War, shuddered ominously.

"No, no," Diana muttered. "NOT HIM!"

The feral visage showed bared fangs almost too large to fit in his muzzle. The upper torso and arms remained nearly human, but the lower body and head were that of a canine, and hirsute white fur showed through the torn blue and red outfit. Only the remains of that famous uniform identified the grotesque creature as having once been the hero called Superman.

"Quite an improvement, isnft he?" Circe smiled, licking her lips lasciviously. "Can't wait to sample him once he's finished with you."

"How could you-?"

"I found it quite fitting." Circe shrugged. She snapped her fingers theatrically, and lights and security cameras all over the ruined commercial plaza became active again. "And I will enjoy later broadcasting to the world how their most admired male hero became a hideous, savage beast and killed poor, noble Wonder Woman."

The transformed Superman charged her with murderous fury, his full Kryptonian strength undiminished by the metamorphosis under Circe's magic.

She dodged, and kicked at his side, sending him to slam against an automated escalator, which twisted like taffy under his body.

Taking advantage of his mindless state and her superior combat skills she could deflect his attacks, but she was afraid of unleashing her own full strength against a foe that had no apparent sense of self-preservation. He could actually kill himself charging into her blows if she did not hold herself in check, but he held no such considerations for her.

She could not beat him like this, Diana knew. Not without killing him. Circe had blasted to cinders the strands of molly that could have freed him, and as long as she held back, worried about the man beneath the beast, the Amazon princess could not match such sheer power.


Growling, he rushed at her again.

She could have flown out of the enclosed mall space, to seek assistance from the heroines elsewhere in the city, but containing their fight to their present location limited the danger of unleashing such a thoughtless rabid powerhouse on the crowded city. Instead, she dove under him, and slammed her shoulder against his abdomen. Grabbing one of his arms, she threw him down, to strike the floor slab below with a thunderous noise.


She needed her lasso. She needed Truth. If there was a man without a horrible beast inside, it was Superman, and her magic lasso should help reassert his true nature.

She rushed to where the bound Cheetah had been thrown by Circe, but there was no one there anymore.

"Looking for this?" On a mezzanine in the plaza's opposite side, Circe played with the golden lengths of metallic rope in her hands. "Nice trinket."

"NO!" Diana cried out.

"No cheating, dear." Circe laughed, as her magically-controlled slave struck Diana from behind.

He was baffled by the smell of the male. It was familiar, but wrong, and it made the fur on his neck stand up.

Wonder Woman barely managed to keep her attacker from ripping out her throat, as she rolled in the floor, trying to grapple free from his unbreakable grip. She focused on her flying power to rise, but he was pushing hard against her, and the floor beneath them shook with the stress of their opposing powers.

She managed to knee his rib-cage, and used the space created to twist aside and gain his back. His neck had become inhumanly thick, but still she tried to apply a knockout choke with her arms, using her legs to hook around his body, while focusing her flying power to keep them in place.

His nails raked at her forearms, and he sought to bite her, but lacked proper distance. As she tightened her hold, he howled and looked up, and red fire burst from his eyes, striking the roof above them. Thick pieces of the reinforced concrete slab fell on them after the heat-vision blast, and for an instant Diana's concentration wavered, allowing her foe to fly at supersonic speed against yet another part of the roof slab.

Diana winced, but held on, and her opponent fell to the floor and rolled desperately on it, scattering debris all around, but without dislodging the Amazon.

"Oh, well, maybe some cheating." Circe sighed, and unleashed a blast of eldritch energies. The Amazon heroine cried out in pain as it struck her back, and she lost her hold on her bestial foe.

Diana fell, dazed, and the transformed Superman dove at her, spittle flying from his slavering jaws.

The sweet-scented female was in danger.

He had to protect her.

With a growl, he attacked.


Circe stared in disbelief as the smaller white furry shape struck her slave, taking him off the doomed Amazon. Their struggling, tangled shapes flew through a dozen consecutive walls like a rocket.

Wonder Woman got to her knees weakly, still trying to clear her head. Her eyes narrowed as she sought to make sense of the savagely struggling figures flying past her, too fast to see at normal human awareness.


The furry bodies of both combatants were stained with blood as their fangs viciously sought the kill, but though both held strange similarities in their aspect, Krypto was much smaller than the transformed Superman, and a powerful sweep of a humanoid arm sent the dog flying away, stunned.

The larger creature turned, just in time for Wonder Woman's fist to find him, unleashing a sonic boom. Diana straddled her fallen opponent, punching him again and again, and saw Krypto bound back into the plaza.

"KRYPTO! Attack Circe!"

The dog obeyed without hesitation.

Circe stumbled back in panic, raising a protective magical shield barely in time to stop Krypto's attack. Snarling, she unleashed an eldritch blast that threw him backwards.

"You will do as my slave, too," the sorceress hissed, but even as she gestured, Krypto stood up, and began to walk towards her, growling, ignoring the energies swirling around him.

Circe cursed loudly in ancient tongues. The dog was a real animal and not controllable under her animorph spell, yet also had too much individual willpower to fall under a lower-form domination spell. She had to use rougher measures.

She blasted again at the beast first, then at Wonder Woman. The damned Amazon dodged in time. But Circe then focused her will on her slave.


Wonder Woman rushed to Krypto's aid, but had to twist away and dodge more of Circe's magical blasts. She grabbed a massive chunk of debris and hurled it at the sorceress, only for it to shatter on her magical shield. Throwing her tiara would be equally useless; only repeated bludgeoning could weaken that defense.

The noise of the furious struggle between Krypto and the transformed Superman rose in volume, while Diana flew all around the plaza, dodging blast after blast, unable to join in to help, horrified at the savage intensity of their fight.


With fangs inches away from his opponent's throat, Krypto hesitated. His foe did not.


A blast struck Diana and she was slammed against a wall, shattering it. But she caught a golden glint on the ground, and gritting her teeth, dived at Circe, with arms crossed before her, focusing her power on her bracelets. The blasts struck her, yet she still drove forward, until she struck Circe's defensive shield and ricocheted away.

"Your crude strength is useless, Amazon," Circe spat.

"Maybe not." Diana held up the golden lasso, that Circe had dropped during Krypto's initial attack. With a snap of her wrist she sent it flying towards the transformed Superman.

"NO!" Circe blasted again at Wonder Woman. The Amazon Princess fell down, crying out in pain, but held her grip on the lasso.


At the lasso's end, the Fire of Hestia flared, filling the space with blinding light.

Superman screamed loudly, shattering the few remaining glass in the environs, before collapsing, human once again.

"YOU BITCH!" Circe screamed, falling as well, grabbing her temples with desperation.

Diana blinked in surprise. She actually felt the sudden magical feedback erupting from Superman, and knew that Circe's master spell was gone.

"It's over."

Circe mumbled curses in forgotten languages, rising to her knees without looking up. "You've cost me the world today. Damn you, Diana, damn you."

With a burst of purple light, Circe disappeared.

The Amazon princess rushed to Supermanfs side, kneeling to take him into her arms.

"Diana?" His whisper was weak, his eyes still closed. "I-I had the strangest dream."

"It was nothing. Nothing." She smiled, and ran a hand through his hair, before letting his head fall gently on her lap. She could never let anyone think of him as she had seen him. That was not him.

"Oracle," she called, activating the communicator again.

>Wonder Woman! Zatanna says that the spell vanished!<

"I know. Circe was defeated, and is gone."

>She got away? Damn. We got almost everyone else under wraps.<

"Superman is here, Oracle. But he is incapacitated, and should be taken home to rest."

>Want to do it?<

"Ah, that may not sit well with his... household, so-"

Diana suddenly grew silent, and looked around her in a hurry.


>Krypto?< Oracle echoed.

Diana stood up, color draining from her face. Several paces away, a white and red shape rested over a pile of debris, unmoving. The dark red contrasting starkly against his white fur was not that of his cape.

The Beastmistress part 3