When he was naked, she was gorgeous...

Barris Newcombe had always wanted to be a superhero. Except when he considered being a supervillain, instead. The problem was, just how does one acquire super powers?

When he was a young teenager, Barris had subscribed to all the fan magazines, trying to get a clue as to just how one could become a super-being. Just like several million other fans.

Super groups like the Volunteers, the Society of Protectors, the Allied Overfolk, The Pride of Manhattan or the Blue Galaxy never seemed to advertise for members. Sure there were ads like "Develop your Psychic Powers" and "Super Flame Powers in Just Seven Days." These always turned out to be scams; send in $39.95 for a book on butane flame- throwers. Yeah right.

Barris still blushed when he remembered the money he had spent on the Herbal Secret Formula for New Powers of the Mind that turned out to be mustard seed according to the expose done on 20/20. He had wondered at the time why practicing his psychic energy building had made his burps smell like corn dogs.

But this ad looked different. Just like always, Barris immediately forgot the warnings often printed in the better fanzines. Warnings by heroes like Mandragonne, Spiderboy, Starfall and The Lark; there is no surefire method for becoming a superhero. If you aren't born with powers or haven't the brains to invent something to give yourself an edge against a supervillain, you just have to hope you are fortunate enough to live through some freak accident that ought to have killed you but instead you end up with the ability to turn daisies purple or something. Yeah right.

Still....

The ad said, "Be All That You Might Be." And a phone number. And it wasn't a 900 number. Was that a cool ad or not? Simple.

After a lot of hassle, here he was. A deserted warehouse in a city near where he lived, a volunteer guinea pig for a man who could only be described as a mad scientist. Barris shivered with fear and anticipation.

"There's a good chance that this will kill you, Mr. Newcombe," said the man who called himself the Destinator. "Or cripple you or leave you a mindless gibbering hulk. Or something worse."

"You can't talk me out of this, Destinator." said Barris, enjoying the opportunity to exhibit a little bravado. Then, "What could possibly be worse?"

"Who knows?" The Destinator shrugged. "I've done this experiment seven times before."

"And one of those guys has become The Man Called Sudden?"

"Sure, sure, that's what I said, ain't it? The bastard has been after me ever since, too. Teleported in on me in the bathroom once, ungrateful.... But remember, one of the others is that lump of semi-sentient lead over there." The grayish, manlike form of Leadbelly shifted a little and moved forward, unsure if its presence was being commanded. "Get back, you idiot," the Destinator ordered. Leadbelly subsided.

Barris gulped. "I understand."

Destinator stared at his volunteer. Barris was 32, a little balding, a little short, a little overweight. Really, not a very prepossessing sight. But the man had quit his job as a tax accountant, followed the Destinator's complex shifting instructions and arrived at this warehouse unaccompanied by the media or any law-enforcement organization, meta-human or otherwise. And he wasn't married, had no children or living parents or, indeed, any relatives closer than a few 2nd or 3rd cousins. He was perfect.

Barris licked his lips again. They were getting dry. "Now, you say I don't really have to DO anything?"

The Destinator shook his head and turned back to the dials of his control panel. "Just stand there. On the Disk of Destiny," he knew the name was corny but these fanboys lived on corn. "I need a living sentient subject for the experiement. Let's just hope you stay that way." "What exactly are you going to do to me?"

The Destinator sighed. "What do you know about transfinite probability matrices?"

"Um. Nothing."

The Destinator smiled. "I'm going to turn your probability vector ninety degrees from the plane of existence. Then turn it back."

"And that will give me super powers?"

A shrug. "It might."

"Okay." Barris braced himself, he wasn't a complete fool. Likely he was going to die horribly. But maybe it would be quick instead of being buried alive in one of the Big Six accounting firms and slowly strangled in audits and meetings.

The Destinator closed the switch.

Barris flinched. Time, turned sideways, spread out in front of him like an Escher staircase. The incidents of his previous life moved awayfrom him like the steps and risers of a non-Euclidean escalator. Everything he had ever seen, felt or heard; thought, hoped or smelt, happened again; all at once.

Naturally, he screamed. He also tried to turn and run, and leap from a precipice and hurl himself into the inferno and every other possible panicky inexpedient method of escape from the pain of being himself; now, then, and forever in a frozen moment.

Time had become distance and distance, rotation and rotation, probability and probability, noise and noise, thought... and other even stranger, semantically null transformations happened over and over and over.

Then, the Destinator opened the switch.

Barris stood there trembling for a moment. The mad scientist stood staring up at him. "I don't believe it," the Destinator muttered.

"W-What?" stammered Barris. "Am I gross? Am I ugly? Deformed?" Having said those those things, the hope almost materialized that it would be true, that the machine had retrieved from Elsewhere some tragic figure like The Cybernaut, half human, half machine. Or Purple Jesus, 25 feet of glowing violet menace. Or...

"No," said the Destinator, puncturing Barris's dreams of martyred heroism or turtured villainy. "You look just the same as you did before." He sounded disappointed.

Not half as much as his volunteer. Barris looked down at hands that were just hands. He felt of his face that was just a face. He raised a foot that was just a foot and lowered it again. He tried to summon flames or ice, force fields or flying tigers. He tried to transform into a giant, or a microbe, a rhino or a pterodactyl. Nothing happened. He couldn't teleport or solve quantum mechanical equations in his head. He couldn't sing loud enough to shatter glass or run fast enough to deliver pizza without using a car.

"Damnit." He wanted to cry. He waved weakly at the Destinator. "Do it again."

The mad scientist snorted. "You've got to be kidding. We've blown power transformers and busbars over half the city. We have to get out of here before some meddling metahuman can find us. Leadbelly! Start breaking this equipment up." The figure of Leadbelly, looking like some partially melted monstrously large toy soldier stumbled about the room, wrecking the gleaming copper tubes, the shining glass cylinders, the wonderfully, wacky, art nouveau, Teslaesque, tableau.

"You'd better get out of here, too, Barris," the Destinator warned. "Innocent bystanders don't fare so well when the boltlobbers start firing. We'll meet soon and I'll debrief you about your experience and maybe we can try again later."

Eyes burning, heart broken, Barris ran.

* * *

Hours later he stumbled back into the lobby of the little motel where he had spent the previous night. He was broke and he'd forgotten where he had parked the car, or else it had been stolen. But he was paid up for another night here at The Lariat Motor Lodge so he'd walked the twenty-six blocks from the abandoned warehouse. He didn't know what he would do tomorrow. It didn't really matter anymore, he supposed.

"May I help you?" the clerk asked. It was the same clerk from last night.

"I-I've mislaid my key. Room 213."

The clerk looked doubtful. "Do you have any ID?"

Barris shook his head. The Destinator had insisted that Barris carry no ID with him to the rendezvous, all of that had been left in the car and was consequently, now missing. "You checked me in last night. Don't you remember? Just before midnight?" Barris had left nothing in the room, but he had paid in advance and he needed a place to spend the night.

The clerk thumbed through the register. "What's your name?" he asked.

"Barris Newcombe." He recited his driver's license number and the plate number of his car. The clerk squinted at him and said something peculiar but handed the key over.

Gratefully, Barris stumbled up the stairs to the fourteen foot by twelve foot refuge.

The motel room seemed especially barren and friendless, with none of the comforts of home. Worse it was the nearest thing to home Barris had left, he had abandoned it all in his pursuit of the impossible dream. Home, job, the hope of any sort of normal life. All his friends were people like himself, acquaintances really, people he had met at conventions held for superhero fans. He hadn't had a real friend since the fifth grade when Calvin Hamilton had defended him from the bullies that had tagged him with that embarrassing nickname.

He collapsed across the concrete-like bed with a stifled sob.

Barris Newcombe had the misfortune to have both a first and last name that lent themselves readily to puns. Of the two, he preferred Nukem to Bareass. When the video game came out he had enjoyed a brief feeling of popularity with the new, but temporary nickname of Duke. The video faded from popularity and Barris had discovered his new nickname faded, too.

What would he do now? No job, no car, no home, no money, no friends. It went without saying, no girlfriend. In fact, Barris had never had a girlfriend for many obvious and profound reasons. But especially, no super powers. It just wasn't fair. He had done everything he could to get super powers; he, more than a lot of these two-bit crooks and tin-god superheroes, deserved super powers.

He sighed. Well, at least he had another night of comfort before he took up his new career of sleeping under bridges. And a nice hot shower would feel good. He moved toward the bathroom, shedding clothes as he went, his dumpy, balding, aging form emerging from its polyester and cotton cocoon..

It must have started happening as soon as he dropped the last piece of clothing. Reaching into the shower stall he realized that his hand looked different. More slender and the arm above it also, thinner and more--well--graceful. He stared, turning the hand and bringing it in close to his slightly near-sighted eyes.

The nails grew long and well-shaped even as he watched and a rosy tint seemed to form in the very substance of the nail itself. Rose that deepened to red, a red as ripe and delicious as any cherry that ever bloomed in spring time. He brushed something back from his face then he realized it was hair. Long blonde, curly hair. Growing from his own head. He backed away from the shower and quickly turned to see himself in the mirror.

She looked back at him in wonder as her face melded and changed. Lumpy nose becoming cutely retrousse. Eyebrows arching perfectly with hints of lavender shadow on the lids. Beestung lips ripening into a perfect cupid's bow and as red as the nails. She opened her mouth and made a mewling sound that might have been a whispered "Omigod!" that turned into a lilting squeak of astonishment.

The change hadn't finished. The male chest had already changed some, no hair and little adolescent cookie breasts. Quickly the breasts expanded, now little cherry pop-tarts, seconds later apricots, peaches, apples, pears, oranges, grapefruit, cantaloupes! The feeling of expansion exploded across Barris' psyche like ack-ack in a John Wayne movie.

"Stop!" Barris squealed. The breasts stopped growing, just a little short of unbelievable. Just as if they had been listening. He looked down at himself, down the valley between the melon-sized tits and caught a glimpse of something even more alarming happening.

Barris made a grab for his disappearing manhood but the balls and penis shrank away from his grasp, folding up inside him. It felt incredible, it felt exactly as if he had just fucked himself.

Herself. Shuddering with the climax, she checked it out with her hands. Yup, the right pronouns were now definitely female. Moaning, she rubbed her hands all over her now satiny smooth body, incidentally distributing the juices she had found in her pussy across her domed tummy, her swelling breasts, her widening thighs.

She dropped one hand back to her wet little box and with the other rubbed and pinched her breasts and nipples. It felt so good she wondered if she would ever be able to stop. Another rippling, shuddering, galvanic orgasm wracked her body and she cried out before staggering backward and collapsing on the bed.

"Oh, shit!" she breathed. Maybe I'd better just lie here for awhile, she decided. It was hard to keep her hands off herself; she felt so, so sensitized. Obviously, the Destinator's equipment had had an effect after all. Just a delayed one. "I've been turned into a woman!" she said out loud. "A beautiful woman," she added.

Wonderingly, she touched her face, her lips, her hair, her breasts, her pussy, that little button at the top of the slit, whoo! Then she did hardly any thinking at all for awhile as she explored the pleasures of her new body.

Later, she slept. And when she woke up, she masturbated again. After all, Barris had never had the opportunity to explore a female body before, everything was very new to him. Her.

After her fifth or sixth orgasm since waking up, Barris realized something. "I'm hungry," she said aloud. Her new voice sounded so cute and sexy. Higher-pitched than his old one, with a lilting cadence and a hint of a childish lisp. Barris had no idea why she should sound like, like, like such a sexy, air-headed bimbo. But she did.

"I kinda like it," she said out loud and kicked her feet in the air and giggled. Then she lay for awhile and played with herself again until once more she felt the pangs of hunger. "I'm really hungry, now." She tried a pout, sat up and looked at herself in the mirror. Then stood up for a better look.

Tousled blonde hair curled past her waist, a brilliant sunshine yellow with highlights of gold and red and sparkling silver. Her eyes were blue-green, with long dark lashes under perfectly arched brows and delicate shades of lavender and rose and teal on her eyelids. Her cupid's bow lips were crimson and scarlet and red and looked delicately swollen as if they had just been bruised by a kiss. Her finger and toenails matched, a red like a firetruck. Her skin was pale, not icy though, but a warm delicate rose pink.

The breasts seemed huge because her waist and shoulders were so narrow. Barris broke off looking at herself at that point and decided she'd better take a shower before she succumbed to self-abuse again.

"I've got a super power!" she trilled. Well, she had always said she'd give anything to become a superhero. The loss of her manhood didn't seem so bad at the moment. "Like I wasn't using it much anyway," she giggled.

She had a lot of fun in the shower, playing with herself some more. "Darnit, I am just so sexy!" she complained. But she didn't really mind.

She dried herself off in front of the mirror, watching herself as much as she could. "I'm gorgeous!" Barris had never given much thought to such an outcome of his search for super-powers but what the hey!

She fluffed at her hair, it seemed to dry quickly but she knew she would need a comb for the mass of curls. Or did she? Her fingers seemed to be doing a more than adequate job. Maybe one of her powers was always looking well-groomed? The shower had not disturbed her makeup, if she was wearing makeup. And she had no hair on her anywhere but her head. Somehow she didn't think she was going to have to shave her legs or wax her bikini line.

Right about then, the weirdness got to her a little. She had been transformed from a dumpy little accountant to a ravishing beauty, a Marilyn Monroe look-alike, sort of. But with better tits and....and.....

This was a super power?

"I'm still hungry," she decided. "But what am I going to wear?" She certainly had nothing appropriate for the coquettish little tart she had become. The new Barris looked as if she would buy her clothes at Frederick's of Hollywood or some such place. She giggled and squirmed a little. It was actually a little embarrassing to contemplate wearing women's clothes let alone walking into a store and actually buying some.

A little nervously, she picked up her old shirt wondering if it would fit over the new breasts. She decided to try it on. When she slipped her arm through the sleeve she felt the change beginning.

It wasn't near as pleasant going back the other way. In fact, having her tits smashed flat and her clitoris stretched out of her body until it became a penis was a hellish experience.

Barris almost passed out from the pain and slipped his arm back out of the shirt. Instantly, the change reversed again and breasts bloomed and the penis shrank, the sensation was pleasant but less intense than the first transformation. "What the heck," said Barris in her listing soprano.

She put the shirt back on and felt herself change painfully back into a man. "What the hell," he muttered.

A little experimentation proved it. If she attempted to wear any of his clothes, she became him. "Damn," he said finally, after putting his own shirt back on for the umpteenth time. "I'm hungry and I'm still broke. And my super power seems to be to turn into a bimbo when I'm naked." Maybe if he had some women's clothes to dress herself in, she wouldn't turn into a guy.

"Or maybe," he said, slipping the shirt off again. "Maybe I've got other powers when I'm the babe." The sensation of changing into _she_ was almost worth the pain of changing into him.

She looked at herself in the mirror again. She was aware now that she was several inches shorter in her female self and she looked too slender and cute to fight her way out of a secretary pool but maybe she had hidden abilities. "Here goes nothing!" she said, hoping that she was wrong.

She gestured at the walls. No force bolts pierced the tacky paintings. She leapt into the air and tried to zoom away. She didn't seem able to fly. She stared at things, but nothing froze or burned or anything. "Gosh," she swore. "I guess I'm just useless."

Pouting, she flung herself across the bed. "What use is super powers if you can't fly or break things?" She turned on her back and contemplated playing with herself again. That was certainly fun. "But I'm too upset," she decided. "It just makes me so mad, I could explode."

That was it, that was her superpower. She realized it just as she exploded. The problem was, how do you use such a power where all you can do is get naked and blow up?

The end of the motel went up in a respectable-sized fireball, incinerating the room Barris had been in, the room below, fortunately empty and singeing a beat-up old Chevy pickup and a nearly new Toyota Camry. Several terrorist organizations would have been quite happy to claim the explosion as one of theirs and a few might have tried to do so if the destruction of the Lariat Motel in Wilcox, Arizona had ever made the international news.