you,” he said lowly, not wanting an answer, turning the steering wheel and guiding the Sea Duck to its destination.

By Nicholas Killpack

* * * * *

Somewhere Else; A Few Minutes Later:

Karnage coughed, as the smoke died down, but still she saw nothing.

“What in blue blazes!” Karnage swore, feeling around in front of her. She could see nothing, but complete and total blackness. She heard floorboards creak under her feet, and there seemed to be an odd smell of tropical fruits and milkshakes in the air. There was also a frightful chill that Karnage could feel all too easily.

“OW!” a loud yelp sounded.

“Oops, sorry,” someone apologised.

As Karnage wandered around, she heard the other voices of her men speak out. However, there was something different about them…

She could recognise the voices of some of her men, but the acoustics of the room must be making their voices sound funny. It sounded as though they had just taken a whiff of helium or something. Some of them sounded high pierced, while others sounded low, and others soft. But Karnage was more focused on finding a light-switch than anything else.

“Where in the world is the dang-blasted light-switch?” one of her men’s voices sounded angrily.

“Hey! Who’s got me pistol?”

“My sword’s gone!” another voice, sounding like Mad Dog, whined.

“Never mind your weapons, yah,” Dumptruck’s recognisable voice said. “I’ve lost me frigging pants!”

“Err, captain?” Mad Dog called out again. “I don’t wish to bother you with my personal problems…”

“Yah, and when has that ever stopped you?” Dumptruck called back.

“Silence!” Karnage ordered. “Has anyone got Baloo?”

“I can’t see anything!”

“Cap’n, I don’t think we are in your quarters anymore? The last time I checked, the floor in your quarters, as with everything else on the ship, is made of metal. But this floor appears to be made out of wood?”

“Captain!” Mad Dog all but pleaded.

“Oh, what is it?!” Karnage yelled, aggravated.

“Captain, I… “ Mad Dog sounded close to tears.

“What?!” Karnage ordered.

“Captain, I know it’s dark,” Mad Dog said nervously. “But I can notice some things, even in blindness, and…  I seem to be missing a few things, such as… my clothes, my weapons, my moustache… “

“Yes, yes,” Karnage replied impatiently. “Is that all you’ve got to say?”

Mad Dog sniffed. “I also seem to be missing… some parts from my… anatomy.”

“Your… what?” Karnage blinked in the darkness.

“I also seem to have gained a couple of things,” Mad Dog gulped. “A couple of things there were definitely not there a few moments ago.”

Karnage’s eyes widened. ‘He wouldn’t,’ she thought. ‘No, not even he could be that… ‘

“To the single, footloose and fancy-free bachelors of Louie’s!” Baloo’s voice suddenly echoed all around them. “How’s it going?!”

“Baloo!” Karnage demanded. “Where are you?! What have you done to my men?!”

“Now I know some of you were disappointed with this night’s turnout, but have no fear, cos old Baloo’s here!”  Since Baloo didn’t answer them, or didn’t even seem to have heard them, it was obvious that he was not talking to the Air Pirates, but to someone else.

“So, boys, hold onto your hats and your jockstraps! And take a lookie at what old Baloo has brought here for you!”

The moment Baloo said this; the noise of what sounded like a curtain being pulled was heard.

Karnage froze, as a bright light shined on her from behind. She turned around, and indeed saw a curtain being pulled up, revealing a large room with an equally large, and all male, crowd.

It turned out that they were indeed not on the Iron Vulture anymore, but at Baloo’s friend’s establishment, Louie’s Place. And on stage no less.

The moment the men at their tables saw Karnage and his men, their jaws dropped so wide that Karnage swore she saw a pigeon fly into one of their mouths.

Upon reflex, and habit, Karnage made to grab her sword at her side, but instead all she found was… her own hide.

Karnage looked down, and gasped. Her entire uniform was gone once again, but this time she wasn’t even wearing the illegally short dress that the Genie had originally created for her. She wasn’t even wearing that much this time. This time, she seemed to be dressed in nothing but ladies underwear, a red bra and knickers made out of a strange smooth material. (It is in fact a bikini that she’s wearing, but recall that ‘Talespin’ was set in the 1930s. So bikinis weren’t invented back then.)

Karnage spun around to order her men to stand and fight, but instead of her men, all she saw was a bunch of women, dressed the same as she.

Karnage didn’t recognise most of them, save for a few, but it wasn’t hard to figure out what the Genie had done now.

Mad Dog and Dumptruck were quick to spot…

Dumptruck at first appeared more or less unchanged, body-size speaking anyway, except for the fact that he was now wearing a pink and white flower patterned bikini, along with long fluttering eyelashes, golden locks for hair, pink painted lips, and of course a very large feminine chest.

Mad Dog had lost his moustache, and was now wearing a brown bikini. He had long curly brown hair, red-pouting lips, and dark shaded eyes, with a pleasingly alluring figure. He was even wearing a gold circle earring in each ear, giving him an almost Spanish look.

Both of them were looking at each other, then down at themselves, and then at each other again, and then again at themselves. The other men were in the same state, and were just as shocked, and seemingly still trying to figure out what had happened.

By Kitsume

The moment Karnage had turned around, to call to her men, a loud shrill whistle sounded from the crowd.

“Whoo-Hoy!” Baloo yelled from his seat, clapping his hands, a big smirk on his face as he looked at Karnage. “Shake that tail, honey!”

Karnage instantly grabbed her bottom, trying to cover it. But with the sort of clothes she was now wearing, she may as well have just been naked, for all the good it was doing in covering herself up. Her entire backside was showing, providing a pleasing view for the whole audience.

Baloo’s shout seemed to be the wake-up call for the rest of the crowd. Pretty soon, the entire club was filled with the whistles, hooting and ‘whoo-hoys’ of every man in the building…

“Va-va-va-voom!”

“Hubba, hubba!”

“Yeah, shake those tails for us, babies!”

Karnage’s face looked like it was etched in stone, as she glared daggers at Baloo, her teeth grinding together. “You… you… you…” her rage wouldn’t let her complete the sentence.

“Oh, by the way!” Baloo suddenly yelled out, his face still smirking. “I almost forgot… The lovely Miss ‘Donna Katherine’ up there, in the red, and the rest of her ladies have made a most generous offer… Those who catch them, get a free kiss!”

“YEE-HAAAAAAA!!!” the entire building seemingly shook with the applause, and less than a second later, the men downed down the last of their drinks, and were instantly running up to the stage where the ‘girls’ were.

Karnage glanced nervously at the looks of each man coming up to the stage, as they raced up the stage, puckering their lips and making loud kissing noises at her and the rest of her crew.

“Ummm, perhaps, just for this once,” Karnage stuttered, backing up. “Maybe we should do a quiet and dignified withdrawal?” She turned around for confirmation from her men, but instead all she got… was an empty stage, and an open exit door at the back.

“Deserters!” Karnage screeched. “Mutineers! Trai… “

“Hey, baby!” a loud slurred voice hiccupped at her, and Karnage turned to see none other than the fat Polar Bear who had attempted to ‘court’ her earlier that night, running up the stage steps towards her, with his lips fully inflated.

“Get those lips ready, sugar!” the fat Bear laughed, smacking his lips together, his enormous belly bouncing up and down with each running step.

“On second thought,” Karnage reconsidered. “WAIT FOR ME!!!!!” Karnage yelled, and ran out through the back door, and soon the crowd of men followed after her, still hooting and cheering. Even a few of Louie’s own waiters had joined in on