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Don't blame me if you see this fic and gets offended or have some problem.

I warned ya...

It's a parody; I mean a PARODY, PARODY. These characters aren't mine. I'm
not with the owners of the characters. As I said, these characters aren't
mine. I'm borrowing them for a little time when I'm writing it. They don't
endorse me for this. And again, this is a PARODY Read it, and good reading
to you.

Kind of sex shown in this fic: Ff, Mf, Mff, hand, toy, oral, F-dom, bond,
trans, foot

Totally Spies: The New Boss Of WOOHP Part 7: A Pain in the Ass
by Victor2K ([email protected]
and Operandi ([email protected])

Sam (Leader)

Objective: Find the Shape-Shifters.

Clover (Leader)

Objective: Find Lord Mud's associate.

Lisa (Leader)

Objective: Find Lord Mud himself.

Team A was sent to Team B was deployed to find those linked to Lord Mud,
and to find evidence of their involvement, and if possible apprehend them.
Team C would attempt to find Mud himself.

The dim light of the rocky coast was a bleak blue, with only the lighthouse
providing any light. The small boat arrived on the beach, just beside the
rocky cliffs, and in that boat were Lisa, Alex, and Tina.

After a few moments taking in the surroundings, Lisa led the girls along the
beach, to the nearby cave, and slowly they made their way to the lighthouse,
where they hoped to use the vantage point to locate the location of Lord
Mud's rumoured secret base, which WOOHP believed to be on this island.

"It's freezing!" Alex exclaimed as she followed behind Lisa and Tina.

"It will help us stay alert", Lisa pointed out, "now let's get going."

They proceeded up the southern side of the island, into a narrow forest,
following a small lake. It was still night time, which they used to their
advantage, as they finally reached the lighthouse, just as dawn was

They entered and made themselves at home. The lighthouse had been abandoned
years ago and was a safe place to get some rest. However there was not much
space, so they had to snuggle up to together on a single bed which was the
only one in the lighthouse.

Still wearing their skin tight suits, they rubbed up against each other and
kept each other warm, as the winds whistled outside. Their bodies moved
against each other silkily as they tossed and turned in the tiny bed.

Lisa, Alex, and Tina slept well, snatching 3 hours sleep before waking up
again. Alex made some breakfast while Lisa and Tina used binoculars to
search the surrounding island, viewing the surroundings from the light

No sign of anything...

Not a hint of activity.

"All this effort for nothing!" Alex sulked.

"Patience!" Lisa demanded, as she pondered the island's apparent innocence.


Lisa's communicator announced an incoming message.

"A communication from WOOHP? I wonder what?"

"Lisa, this is Sam! We have been captured and taken to the island and need
your help! We are in the south forest, please help us, SOS, SO...AAAAAAAAK!"

The signal was interrupted.

"Team A are in trouble, we've got to help!" A worried Alex exclaimed.

"This is odd, why would they be here?" Tina pondered suspiciously.

Lisa mused for a moment, and then made her decision. "We have to check this
out, make sure they are okay. We can't risk Sam, Britney, and Amelia and must
make sure."

And with that they headed off to the forest, carefully moving along, weary
as they proceeded ever deeper into the forest, where it was very dark and
visibility was low.

The only sound in the forest was their footsteps and the chatter of some
insects. Then, they saw a clearing. It was a small, miniature field, with a
small circle of light in the centre. Lisa sensed someone nearby...

In an unknown location, a make-up laden, elaborately dressed and slightly
plump woman was observing the girls on a monitor hidden in one of the
surrounding trees.

"Jam their goggles!" She ordered the sexy female teenager operating the

A female figure approached them.

Lisa ordered Alex and Tina to put on their goggles, which they duly did, as
did she.

Lisa recognised the sexy slender figure emerging out of the shadows.

The goggles indicated that this was not a shape-shifter.

"It's safe." Lisa announced.

Sam's clothes were tattered and torn, exposing a lot of her delicate,
delicious flesh, which Lisa delighted in.

Alex and Amelia emerged too, and looked similarly ravished.

"What are you doing here?"

Sam looked tired and distraught.

"We got caught and they took us here, but luckily we escaped as the
helicopter landed...we've been on the run ever since."

"Well, you're in good hands now", Lisa declared.

"And tongues and fingers, of course!" Tina joked.

The three escapees were then hugged by Team C, and as their bodies pressed
against each other, something started to happen.

Alex felt Amelia's hands getting bigger, her grip tightening.

Britney's body appeared to become more powerful as she squeezed Tina.

Lisa felt Sam's arms tightening around her, squeezing her.

Suddenly Lisa, Alex, and Tina found they were being held captive by their
"colleagues". "Okay, that's enough hugging! Enough already!" Squealed Alex.

Sam's face turned nasty as she squeezed Lisa tight, before opening her mouth
and breathing a mysterious gas into Lisa's nostrils and mouth...Lisa felt

The other two girls were also suffering the same fate, as they lost
consciousness in the arms of their supposed allies.

Victorious, Sam, Britney, and Amelia bound and gagged their captives. They
delighted in groping the helpless prisoners as they lay helpless.

"That was so easy, WOOHP really have let standards drop", Sam said with an
evil smirk. Of course these three girls were not Sam, Britney, or Amelia,
but doppelgangers, shape-shifters...but who was commanding them?

"Well done, my Faux WOOHP's", said the full figured lady in the glamorous
leopard print dress as she approached, escorted by her servants and guards,
some of them armed with guns and some with equipment, in particular three

"A pleasure to serve you, Lady Marmalade!" Fake-Sam said proudly.

"Well done...Lord Mud will be delighted. What a pushover these three were..."
Lady Marmalade examined the three gagged girls.

"Hmmm...pretty sluts. They will be put to good use, for my amusement of
course. Lord Mud knows what a...cruel lady I am." The Lady laughed wickedly.

"Put them in the jars!"

Team C had been successfully captured by Lady Marmalade, the mysterious
female villain working for Lord Mud.

But Team's A and B were still active in London and Brazil, and their missions
were just getting underway.

In London, Team A was getting accustomed to the new surroundings and getting
to know JEN's "kittens" on a more "personal" level.

Sam (the real one) sighed as Joanne licked her feet lovingly on a large four
poster bed. She loved the attention, and she loved the feel of Joanne's
tongue on her little girly feet.

"Ooooooh...oooh god that feels so nice..." Sam groaned.

* * *

Joanne's English tongue slithered under Sam's foot, leaving a trail of saliva
before reaching Sam's toes. "Eeeny meeny miney mo", Joanne said, giggling, as
she lavished attention on Sam's petite feminine feet. She sucked each toe;
taking her time and making Sam sigh and whimper with each slurp. With her
arms she reached up Sam's legs, caressing and touching delicately, crawling
up inexorably, reaching up to Sam's French knickers and slipping her fingers
underneath the lace fabric.

"Oooooh...." Sam exclaimed.

And as Joanne's fingers travelled, her tongue continued to perform its
special magic on Sam's soft toes, dedicating extraordinary attention to each
and every digit.

Slurp slurp slurp, groan, groan, groan, was the pattern of sounds as Sam
was brought closer to extasy.

"Want more, Samantha?" Joanne asked in her dry English accent.


Joanne slapped Sam's bottom.

"Haven't you Yanks heard of manners? Say please, Samantha."

"Please, Samantha", said Sam sarcastically, impressed by her own wit.

"Owww!" Joanne spanked Sam hard this time.

"Okay, okay! Please can I have some more", Sam asked with impeccable

"You sound like Oliver Twist,...and twist you shall!" Joanne grabbed Sam and
pushed her fingers into the WOOHP girl's soft entrance.

As Joanne did this, Amelia sneaked up behind her stealthily, and plunged a
rubber dildo into Joanne's ass.

"OH MY GOD!!!!" Joanne squealed, jamming her fingers right up Sam's pussy,
who squealed as well.

"Ooohh UNNNGH!"

Suffice to say, Sam squirmed wildly.

Banging sounds could still be heard from the adjoining room; Simon was still
fucking Britney's brains out, after several hours.

Suddenly, JEN burst into the bedroom, interrupting the canoodling. "We have
a situation!"

And with that, the girls all scrambled to the MI5 Command Room, where JEN
outlined the details to them. All the girls were still adjusting their
clothes even as JEN began to speak to the assembled Agents. Sam, Britney,
and Amelia sat at the front, while the English girls sat behind.

Kate was rubbing her feet against Britney's ass even as she listened intently
to JEN's speech. Britney didn't complain, but then she was a slut so that
didn't surprise Kate.

"We have reason to believe there are Mud Operatives in the East End of
London, and we believe they have infiltrated the criminal underworld, using
it as a cover for their activities. One of our insiders, codenamed "Fat Pat
Dot", has identified a man known as "Jimmy Knick-Knock", a "diamond geezer".

Sam was baffled, and put her hand up to enquire.

"Yes, Samantha?"

"What's a diamond geezer?"

JEN smiled, "A diamond geezer is a hard man, darling, a tough guy, one of
sharp wit."

"Ah..." Sam muttered, as JEN continued. Sam's mind pondered Clover and Alex,
her two colleagues and best friends. However much she liked Britney and
Amelia, she felt complete with Alex and Clover, they were like an old pair
of shoes that always fit perfectly, and these new girls were like new shoes
that made her feet hurt a bit, to be honest.

"I bet Clover and Alex are doing more interesting things than me", thought
Sam, as she listened to JEN going into frankly unnecessary detail about their
upcoming mission.

"For fuck's sake!" Thought Sam, as she fidgeted in her seat, "just give us
the mission objectives and be done with it.!"

JEN finally outlined the mission simply and clearly.

Sam would lead Amelia and Britney into the East End underworld. They would
be disguised as prostitutes. This, in all honesty, would not be a huge
stretch for the girls, though come to think of it, their might be some
stretching involved.

Simon was not keen on Britney going on this mission...perhaps his feelings
toward Britney were more than just lust, after all.

Simon and Agent Asquith would follow the girls and act as support; meanwhile
JEN's "kittens" would coordinate operations from their secret van, located
nearby at all times.

With two layers of support, the plan couldn't fail.

The mission objective was simple: "find Knic-KnoK and interrogate him...pump
him for information", JEN concluded with a wry smile.

An hour later, the van rolled out of the secret MI5 base and onto the London
streets, taking Sam, Britney, and Amelia to their destination.

Britney and Simon decided to have another fuck while in the van, with no
objections from the other passengers, who got off on it.

Joanne offered to clean Sam's toes yet again, an offer which Sam could not

The streets of London darkened as the van travelled closer and closer to the
insertion point.

Back in Rio De Janeiro...

Clover was busy primping herself and getting ready for the day's excursion.
They had some fresh new leads and felt the trail was getting warmer, and well
it was about time they got down to some work after all that debauchery.

Agent N made the girls some drinks and breakfast which they eagerly consumed.
"Tasty!" Clover exclaimed.

"The food's nice too!" Mandy chimed in.

Agent N then took them to a secret location, deep in the heart of the
Brazilian city, where they met Agent N's contact, Mr. Nova. And with that,
Agent N was gone.

Mr. Nova liked the girls, especially Clover, who he took a shine too. He wore
dark glasses which made eye contact a no-no. He eyed up all the girls, but it
was Clover who got his interest, and who made him harden. The glasses he wore
were no ordinary glasses. They could scan nearby objects and enable him to
see through certain things, such as clothes, for example.

Nova read with delight the read-outs on his snazzy glasses, giving him some
very precise stats on the measurements for Clover's boobs, ass, and legs. He
would have to take Clover for a ride, which was for sure.

Nova straightened himself and announced that "I've picked up Shape-Shifter
readings here", with that he pulled out a high-tech gun, which he had to hold
with two hand. "It's too big for little girls like you!" Nova laughed. Mandy
was furious, "what do you mean "little girls", we can handle ourselves!"

Pamela stood quietly, observing the situation, while Clover intervened, "I'm
the Project Manager here, so no bickering you two!"

They made their way into a backstreet, manoeuvring around the bins and
rubbish, moving ever closer to the signal.

"Put on your goggles, girls!" Clover ordered, and Mandy and Pamela did just
that, as did Clover. The goggles were heavy and made the girls slower.

Pamela walked behind Clover and Mandy, covering their rears, both of which
she was fond of. Pamela heard a voice in her head at that moment, "Now is
the time!"

And with that instruction, Pamela grabbed each girl's derriere, and from her
fingers and hands, tiny needles stung Clover and Mandy's asses.



As the two girls were knocked to the ground by Pamela, Nova swung round, but
as he did so, Pamela changed shape before his eyes, into a 7-foot behemoth of
a man. Nova fired his gun, but "Pamela" leapt through the air, dodging his
shots, then leaping from wall to wall of the backstreet, before landing right
behind him and delivering a punch that missed Nova's head by inches.

Nova ducked and dived, managing to trip up the shape-shifter with a low kick,
and parrying a fist with a bin lid.

While all this was going on, Clover and Mandy were grabbing their asses and
grimacing in pain. They had been struck by one of Lord Mud's favourite
gadgets, the "Bum Stinger", which once injected would sting the victims ass
for 60 hours relentlessly, and its sensations could only be dulled by intense
sexual pleasure. Clover and Mandy were in ass-hell as they squealed like
little schoolgirls.

Crashing onto the ground after a hit from the shifter, Nova was now in real
trouble, with another figure, a slender female shape shifter, joining the
fray, this was the one his scanner had detected.

Throwing his bin lid at the larger shifter's neck, he successfully stunned
it, then swung round and delivered a savage kick to the female shifter,
giving him enough time to grab his special gun, quickly charge it, then fire
a beam of radiant blue at the two shifters, who disintegrated into nothing
on being hit by the beam.

The shifters were no more.

Nova collapsed on the ground in exhaustion, while Clover and Mandy, their
asses raised high, squealed and moaned in pain. "Seems Pamela was not a WOOHP
girl at all really...I'm glad I didn't get into her panties."

Clover and Mandy were in too much pain to ponder how Pamela had infiltrated
WOOHP, or if there was ever a real Pamela, or whether at some point the real
Pamela had been "replaced".

"Heeelllpppp!" Clover pleaded.

" up!"

"Well, you two girls were useful. Both a pain in the ass, I see...

Nova laughed as the two girls squirmed. They did not see the funny side.

"Aaaargh...It's not...not funny..." Clover whimpered.

" there a cure...a long will this last?"

"For the rest of your lives..." Nova gloated as the girls eyes widened in
horror, "no, actually about 60 hours, of which you have just managed about
10 minutes, which means you have 59 hours and 50 minutes of ass pain ahead
of you."

Mandy sobbed as she held her throbbing ass tightly.

"However, there is a way to diminish the pain..." Nova leaned over to Clover
and stroked her hair, "I'll relieve you of the pain if you agree to be my Sex
Toy, it a deal?"

Clover swallowed her pride and agreed ANYTHING to stop the stinging in her

"What about ME!" Screamed Mandy, "Help me too, Nova!"

Mr. Nova smiled smugly, "Of course, Mandy, I have something special planned
for you."

"Ouch...oh...really?" Her eyes lit up through the pain.

Nova smiled with a big grin. For him, this mission had been a 100% success,
having taken down two shape-shifters, one of whom had disguised itself as a
WOOHP agent, and got Clover to agree to be his slut and Mandy also being ripe
for the plucking too. It was a great day to be Mr. Nova.

Lord Mud's bid to have Clover and Mandy captured and swapped had failed, and
"Pamela" would no longer be of any use to Mud.

Team A, as we well knows, had not been so fortunate.

Alex awoke on a kitchen table, unable to move, her body spread-eagle on the
table, her mouth silenced with a baby's dummy. She felt icky and sticky.

As she squirmed and struggled, she realised she was coated from head to toe
in a gluttonous substance.


A large portly chef entered the kitchen, and studied Alex's nude, marmalade
dressed body. He was followed by several staff, many of them young men.

"Tasty and delicious, the Lady will enjoy you I think. Time to put you in
the oven with the other two dishes. We want you warm and hot when Lady
Marmalade devours you."

With that, Alex was loaded onto a trolley and wheeled into the "Oven", where
she was trussed up with her wrists and ankles spread above and below her, her
body exposed to the large heaters surrounding her.

Lisa and Tina had not escaped her fate, for they too were trussed up and
gagged, their marmalade coated bodies tanned by the hot room.

The Chef added the finishing touch to Alex by pushing a marmalade coated
dildo into her teenage pussy, making the WOOHP agent squirm helplessly. It
was clamped into place, leaving Alex stuffed royally.

The door of the oven, lit bright orange by the heaters, was slammed shut,
and locked.

There would be no escape for Lisa (who was contemplating the spanking she
would get from Victor for messing up the mission), nor Tina, who was
wondering what Lady Marmalade would do to her, with apprehension...and
some arousal, perhaps intensified by the big dildo which stretched her
pussy. Alex was fairing no better, being hot, stretched, and stuffed like
a restaurant buffet.

Which is what these three ladies now were?
_ _ _


Victor2K created this file. If you want to give me Feedback, offend me, flame
me, and say good words mail me at [email protected] This is also my
MSN IM, chat with me sometime. If u want to get this fic at your site, ask me
and I'll put your name at the disclaimer, right? Info is always welcome.

Operandi's IM is [email protected] Come and chat with us.


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