Date: Wed, 7 Nov 2007 02:20:49 +0000
From: Sensual Peach <sensual_peach@hotmail.com>
Subject: Penny For Your Thoughts

**Disclaimer**

This story is a work of fiction. Names, characters, places,
and incidents either are products of the author's imagination
or are used fictitiously. Any resemblance to actual events,
locals, or persons living or dead, is entirely coincidental.

Inspector Gadget and all related characters are c by DiC
Animation.

Penny for Your Thoughts (Ff, Adult-Youth, Cartoon)
by
Sensual Peach (sensual_peach@hotmail.com)
Copyright (c) 2007


"I'll get you next time, Gadget!" Dr. Claw roared.
"NEXT TIME!"

The steel-gloved villain seethed as he watched the remnants
of his secret lair crumble in a multitude of explosions.
The MADmobile, now transformed into jet-mode, accelerated
into the night sky and safely away from the mayhem.

~

Penny raised her head with a smile and triumphantly closed
her computer book. A few well timed override codes were
enough to bring MAD's latest scheme to grinding halt.

"Sorry to disappoint you Dr. Claw." Penny called after the
fleeing aircraft.

"Congratulations, Gadget!" Chief Quimby said as she stepped
out of a nearby police cruiser. Penny turned to see more
Metro City police cars pulling up to the scene.
Immediately, the young blonde turned and ran up to hug her
now bewildered uncle.

"Chief! Penny?!" Inspector Gadget exclaimed. "When did you
get here?"

"We got here just in time to see you solve the case, Uncle
Gadget." Penny said with a sly smile.

"I did? ... err, yes! Of course."

Penny looked up in time to see her faithful dog Brain
fumbling to remove his latest disguise. "He really is an
unattractive cocktail waitress." The girl giggled to
herself.

"How did you do it, Gadget?" Chief Quimby asked as he
patted the bemused inspector on the back.

"Well Chief, I remembered on important thing." Gadget said
straightening up and pointing his index finger skyward.
"Never trust a skinny chef!"

"Oh, Uncle Gadget." Penny laughed.

*****

"Blast that Gadget!" Dr. Claw raged, bringing his
gauntleted hand down on his desk with a thunderous clang.
MAD Cat jumped at the impact and trembled in fright at his
master's anger. "Every time... EVERY...TIME! How does he
continually foil my best plans?!"

The mysterious criminal bristled at the mere thought of his
arch-enemy. For years the famous Inspector had defeated him
at every turn. Every nefarious plot his villainous
organization had attempted had always ended up in shambles
after Gadget had interfered. "The only man who's genius
matches my own." Dr. Claw silently thought to himself.
Tapping a button on his keyboard, the dark figure watched
as an image of his hated rival appeared on the computer
screen. The villain's fist immediately clenched as he
observed Gadget overseeing the arrest of several MAD agents
at the scene of the latest botched scheme.

"I must find out how he does it. There must be a way to
stop Gadget . for good!" MAD Cat froze in terror as he
watched Dr. Claw's fist hover over his head. The plump
feline closed his eyes and braced for impact, preparing for
the inevitable. Much to his surprise, the palm of the metal
gauntlet fell gently onto the top of his head. Slowly, MAD
Cat opened one eye and stared up his master. For the first
time in a long while Dr. Claw felt ... defeated. The years
of loss to his most hated enemy had piled up for too long
and for a moment he felt old. MAD Cat began to purr has he
felt Dr. Claw's steel fingers stroking his head. Without
another word, Dr. Claw switched off the view screen of his
computer and scooped up MAD Cat. Silently, the dark and
sullen figure exited the room to regroup his thoughts.

As Dr. Claw quietly departed, he was unaware that he was
being watched from the shadows. A dark-blue eye stared
intently through the crack of a partially open door in the
back of the main chamber. The slender figure listened as
Dr. Claw's footsteps echoed on the stone floor, getting
farther and farther away. Once convinced that the footfalls
had gotten far enough, the shadowy figure entered the room.
The face of Sasha Claw became illuminated by the crackling
fire that was always kept burning by the main computer
desk.

"Oh Father." Sasha sighed. She had never seen her father in
anything but an enraged or gloating mood. Although Sasha
and her father rarely spoke, she still had flickers of
empathy for him and his constant battle against Inspector
Gadget. ˜The elusive offspring of the world's most
notorious criminal was in her mid 30's now and kept mostly
out of sight. She lived a luxurious if not solitary life in
the MAD fortress, her very existence spoken only in vague
whispers.

Taking a seat in her father's chair, Sasha's fingers danced
lightly over the computer keyboard for a moment before
selecting a button. She tucked a stray strand of long black
hair behind her ear as the screen blinked on.

"Hard to believe you're such a match for my father." Sasha
said as she staring at the screen. The woman furrowed her
brow in bewilderment as even she could sense an aura of
idiocy in trenchcoated man. Something just wasn't right,
how could this imbecile have managed to stop Dr. Claw's
plans? Admittedly, her father had a taste for overly
grandiose schemes and any number of wrenches could be
thrown into the works to disrupt the entire process. Still,
a man of Gadget's obvious mental capacity couldn't possibly
have done all this on his own, could he? Suddenly,
something caught Sasha's eye . or rather someone. Tapping
another button on the keyboard the camera view zoomed in
closer to a young blonde girl.

"Gadget's niece." Sasha murmured to herself. She watched as
the girl stood in silence, watching her uncle finish giving
final orders to the police force on the scene. "What was
her name?" Sasha wondered.

"I think the boys in blue can handle things from here
Penny. Let's go home." Inspector Gadget's voice said on the
viewscreen.

"Ok, Uncle Gadget." Penny replied.

"Penny." Sasha said softly to herself. She found herself
noticing the girl's golden blonde hair and how it was tied
up into two cute ponytails on either side of her head.
Penny's wide green eyes showed off her youthful innocence
and Sasha's heart seemed to beat a little faster whenever
the girl seemed to look directly at the camera.

Sasha's fingers clacked over the keys once more as she
transferred some video files and still frames to her
personal computer.

"There's something about her." Sasha thought to herself.
"Something ... unique."

An echoing of footsteps in the outer hall raised the
woman's attention. With a few swift motions the computer
screen was deactivated and Sasha had melted back into the
shadows from where she had emerged.

*****

Sasha turned and looked deeply into the light blue eyes in
the dim light. Her breathing quickened along with her heart
beat as she moved in for a deep, lingering kiss. Sasha's
arms snaked around the smaller female's form as their eager
lips melded together. A low groan escaped Sasha's throat,
as her mystery lover's lips parted and allowed her tongue
to slide in sensuously.

"Mmmm," Sasha sighed as she felt a pair of hands caressing
her chest.

Their lips pulled apart reluctantly as Sasha looked down at
her lover. The dim light still obscured her vision and for
some reason her head felt like a bubble about to burst.
They embraced again and Sasha's hands slipped up into her
lover's silky hair. She could feel her mystery girl kissing
her way along her neck and to the top of her shoulder.
Through the fog of lust, Sasha's fingers began to
distinguish two tightly tied pigtails.

Suddenly, the woman's pulse quickened even more as her
vision began to clear.

"Aaaaaa, yes... Sasha ... take me."

Sasha quickly realized she was staring down at young Penny.
The girl's fingernails lightly raked up and down against
her firm stomach.

"Mmmmm, make love to me. Please!" Penny pleaded.

"GASP!!" Sasha was shocked out of her dream. Beads of hot
sweat trickled down ever inch of her body. Her breathing
was noticeably erratic as she threw aside her blanket and
rushed to the sink in her adjoining bathroom.

"What *huff*... What WAS that?" Sasha panted as she splashed
some water into her face. "That girl? ... Penny?" Sasha
rubbed her palm over her mouth as the memory of her dream
ran through her mind like and instant replay.

With her mind racing, Sasha rushed back to her bedroom and
sat down in front of her computer terminal. I few quick
taps on the keyboard later and she was scrolling through a
list of all of MAD's failed plots.

"In almost all the cases there were sudden computer
failures or overrides that immediately turned the tide."
Sasha thought to herself as her eyes scanned the read-outs.
"And in all instances Gadget's niece was spotted in or
around the MAD hideouts. That CAN'T be a coincidence."

Sasha inhaled a deep breath and pushed away from the
computer. Everything was falling into place and at that
moment it seemed almost impossible that it had taken so
long to become so clear.

"It was Penny." Sasha said out loud. "It's been the girl
the whole time! Oh sure . there had to have been other
factors at play, but Penny had been the main key to all of
MAD's embarrassing failures." The woman stood from her
chair and paced around the room as she continued. "Such a
clever child. Such a beautiful young girl and she has
outsmarted my father at every turn."

A lingering thought of her dream crossed her mind once
again causing a sly smile to cross Sasha's lips.

"She's good. She so close to being ... perfect."

***** 6 Weeks Later *****

Penny tapped her pencil eraser against her textbook in a
contemplative manner. Even though she had easily solved the
math problem posed by the teacher, she always made a point
of checking her own work down to the last digit.

"Penny," the teacher began. "do you have the answer to
question seven?"

Penny jolted upright in her seat. "Yes, Ms. Blockentackle.
The answer is X = 14."

"Hmmph. I trust you did not use the aid of your calculator
diary." The large-shouldered woman said condescendingly.

"My Computer Book?" Penny said with a slight squeak. "Of
course not, Ms. Blockentackle."

"Very well then."

A look of confused disappointment crossed Penny's face. She
always hated being accused of cheating, especially when she
had genuine intellect. The young blonde had even
consciously tried to curb the frequent instances when she
felt the need to correct her teacher. She never had any
intention of embarrassing Ms. Blockentackle, but at the
same time the girl felt that the correct answer outweighed
any personal feelings of discomfort. Time after time she
had been made to feel small and meaningless and yet she was
able to take it all in stride. With a small shake of her
head and a small smile, Penny continued with her work.

~

A lone figure pushed a cart full of cleaning supplies down
the hall of Metro City Elementary. The brim of the man's
dirty ballcap was pulled low as he passed the door to Ms.
Blockentackle's math class. For a moment, the man lifted
his head and scanned the interior of the room through the
door's glass window. Searching only for a few seconds, his
eyes then locked onto the pig-tailed blonde in the second
row near the window. With a slight nod, the man continued
down the empty hall.

Coming to a stop outside the Janitor's office, the man
pulled up the brim of his ballcap. Looking from side to
side to ensure he wasn't being followed, the mysterious
figure turned the knob and entered the room.

"I'm in position." The man said into the air.

Suddenly, a disembodied voice spoke back. "Did you see
her?"

"The blonde with pigtails? Yes. She's sitting in class just
as you said."

"Proceed with your instructions. Dr. Claw commands it."

"Yes, Ms. Claw. Right away." The man said swiftly putting a
clenched fist to the side of his head.

~

"Alright Class," Ms. Blockentackle said tapping her long
wooden pointer on the chalkboard. "once you have finished
with questions twenty through twenty six ."

Suddenly, the piercing ring of the fire alarm interrupted
the class lesson.

"Ok, children!" Ms. Blockentackle yelled. "Everyone line up
in an orderly fashion. Leave all your belongings here and
remain quiet.

A random fire drill was nothing new for the students and
they quickly obeyed the teacher's commands. Penny secretly
wondered if Jane Sumner or Joey Heatherton would take this
opportunity to make trouble. The possibility seemed
unlikely considering the weeks of detention they had to
endure the last time they acted up during a drill.

Within a few moments the children had filed out the
classroom and walked obediently down the hall.

Almost instantly after the last child had disappeared from
sight, the undercover MAD agent crept into the room and
headed directly to his target. Reaching into the small
brown satchel left unattended by Penny's desk, he removed
the girl's Computer Book and began to pry off the front of
the main panel. After some initial difficulty, the MAD
agent successfully removed the small panel and then quickly
inserted a small electronic device onto the main harddrive.

The agent chuckled to himself as he replaced the panel and
returned the item to Penny's bag. Turning to make his exit,
the MAD agent tiptoed out of the classroom and blended in
with the controlled chaos.

*****

A few hours later, Penny waited patiently on the step in
front of her school. To pass the time before her Uncle
Gadget arrived, the girl tapped curiously at her Computer
Book.

"Hmmm, that's odd." Penny thought to herself. "My Computer
Book is a little slow today."

Before she could run a diagnostic, Penny heard the familiar
roar of the Gadgetmobile as it rolled up to the curb.

"Hi Uncle Gadget!"

"Bow Wow!"

"Oh, Brain! You came too!" Penny said with a grin.

The loyal orange dog leaped from the car window and rushed
to Penny's side, giving her a quick lick on the cheek.

"How was your day, Pen ." *RING* Gadget began before being
interrupted by a ringing in his hand. "Oh! The Top-Secret
Gadget phone."

With a fluid motion, the inspector extracted an antenna
from his thumb and began speaking into his pinky finger.

"Hello? Is that you Chief?" Gadget said. "You're where?"

Taking a few steps up the street the lanky inspector
happened upon an unassuming newspaper box. Plunking a few
quarters into the slot, Gadget pulled open the front of the
box to reveal the stern visage of Chief Quimby.

"Here's your assignment, Gadget." The chief said sternly as
he handed the inspector a plain sheet of white paper.

Gadget began to read aloud. "MAD agents could be planning
to kidnap the reclusive scientist Dr. Zaloom. Zaloom's work
on advanced computer technology must not fall into MAD's
hands. Travel to Venezuela to protect the doctor at all
costs. This message will self-destruct."

Gadget crumpled the letter with both hands and straightened
his posture. "Don't worry, Chief! I'm ALWAYS on duty!"
Without another word, the inspector tossed the ball of
paper into the paperbox as the door slammed shut.

BOOM! A loud explosion bent the paperbox outward as smoke
began to billow from the cracks.

"Why do I put up with him???" Chief Quimby groaned to
himself.

As usual, Penny had heard the entire conversation. "What's
happened Uncle Gadget? Do you have an assignment?" she
asked innocently.

"I must leave for South America right away." Gadget said
with a self-important tone.

"Ohhh, can't I come with you?" Penny said sweetly.

"I'm afraid you're going to have to stay home, Penny. This
will be far too dangerous for you."

"Ok, Uncle Gadget. Just be careful" Penny said as she hung
her head.

After giving Penny money for bus fare and telling Brain to
take care of his niece, Gadget sped away in the
Gadgetmobile.

"Too dangerous? I don't think so." Penny finally said.
"Brain, you follow him and I'll meet up with you as soon as
I can."

"Right!" Brain barked as he dashed off.

"First thing's first," Penny thought to herself. "I'm going
to have to get to Venezuela."

Taking her satchel off her shoulder, the young blonde once
again accessed her Computer Book.

~

A blue indicator light on Sasha's computer terminal began
to blink on, immediately grabbing her attention.

"So, she's at it already. Quick girl." With a tap of the
keyboard, Penny's image appeared on the monitor. "Hacking
into the airline and securing herself a ticket to Caracas .
just as I thought you would"

*****

Several hours later, Penny was high in the air traveling an
hour or two behind her Uncle's plane.

Excusing herself to the restroom, Penny activated her
communicator wristwatch. "Brain...Brain is Uncle Gadget
ok?"

The girl stifled a laugh as she saw her loyal dog dressed
up as a stewardess.

"Ruff Ruff!" Brain barked and gestured with his paws.

"Great! Just keep an eye on him."

Returning to her seat, Penny decided to look up the name
she had heard her uncle mention. "Dr. Zaloom?" she thought
to herself.

"Come on Computer Book." Penny winced as her usually
trustworthy device flickered and froze for a few moments
before resuming.

Soon a dossier appeared on the screen complete with a
picture. "Dr. Sasha Zaloom." Penny said quietly.

The picture was definitely not what the girl was expecting.
Dr. Zaloom was evidently a rather pretty woman with long
dark hair and striking eyes. Usually these reclusive
scientist types were aging bald men with glasses. Even Dr.
Zaloom's dossier photo was unusually different as Penny
noticed a hint of cleavage.

Penny looked up from her Computer Book for a moment to see
if anyone was watching her. Even though she was young, she
had been in the spy game for years and had run into her
share of trouble. No one around her seemed particularly
suspicious so she lowered her eyes once again.

Penny bit her lip slightly as she pushed a few keys and
saved the picture of Dr. Zaloom to the Computer Book's
harddrive.

~

"Well, well. Do you like my picture, Penny." Sasha purred
at the screen. "What else do you have in there?"

Without hesitation, Sasha proficiently accessed the
Computer Book's encrypted files. There wasn't anything
surprising at first, the girl had school work and some
technical algorithms that were no doubt used to hack into
secure systems. Sasha found the folder Penny had saved her
picture too and opened it.

Sasha's eyebrow rose as she examined the additional photos
located in the hidden folder. There were numerous pictures
of glamorous women in revealing outfits and swimwear.
Nothing explicit, but definitely titillating.

"Why young Penny ... you naughty girl. What are these for?"
Sasha smiled.

Sasha then shook her head. "The girl probably just idolizes
these women and wants to look like them." She thought to
herself. She then allowed herself a small smile as she felt
a bit flattered to be included with all these gorgeous
models.

*****

After landing in the city of Caracas, Penny worked quickly
to meet up with Brain. She had instructed her faithful dog
to stall Gadget as long as he could so they could travel to
Zaloom lab together.

"Rrrruff Ruff!" Brain barked when he saw Penny.

"Thanks Brain! I know it must be hard running from Uncle
Gadget for hours." Penny said patting the canine on the
head. "Did you find out where Zaloom lab is?"

"Ruff Rrrrr Ruff Ruff!"

"Pico Bolivar?!" Penny exclaimed. "All the way up there?"

Penny's geography of this area was a little rusty, but she
could still remember the highest peak in Venezuela.

"Ok, you better hurry and follow Uncle Gadget." Penny said
ushering Brain forward. "I'm going to see if I can locate
the lab and get there before you two."

Brain barked in agreement and sprinted away once again.
Penny then accessed her Computer Book and used the
satellite link up to locate the structure atop Bolivar Peak.

"Zaloom's lab." Penny said to herself as she stared at the
satellite photo.

"Zaloom?" a gruff voice said behind her. "Zaloom? llegue a
la montaa?"

"Yes," Penny said as she struggled with her knowledge of
Spanish. "Pico Bolivar? I need to get there."

"Si, Si ... I will, um, take you there."

Penny looked suspiciously at the old man for a moment. He
didn't seem like a MAD agent but she had been fooled
before. The girl quickly ran through her options and
realized she needed to get to this mountain as quickly as
possible. For the time being, she would trust this guide.

"Ok," Penny finally said. "Take me there as fast as you
can."

*****

"Okay Antonia," Sasha said as she went into a fighter's
stance. "Are you ready?"

The lean brunette readied herself by bending her knees and
arms and focusing on the dark-haired woman who was now her
opponent. The two women stood for a few moment, staring at
each other.

After a few seconds, Antonia flinched and struck out with a
jump kick. Sasha rolled to her left and easily dodged the
attack before springing herself back at her attacker.
Antonia dove to the side, narrowly avoiding the charge and
swung her legs around to try and trip Sasha. The daughter
of Dr. Claw easily hopped over the sweep and spun around
into another shoulder charge. Antonia blocked it with her
hands and tried to brace herself with her feet, but found
Sasha was far to strong and the two tumbled to the floor.
Immediately, Sasha gripped her prey's wrists and held them
to the mat.

"*Pant* Very good Ms. Claw."

"Don't move." Sasha said firmly.

Breathing heavily, Sasha removed the bands holding
Antonia's hair in a ponytail and retied her hair into two
pigtails.

"Ms. Claw?" Antonia inquired.

"Quiet ...Penny." Sasha said before gently kissing the
stunned servant on the lips.

Sasha moaned softly through Antonia's lips as she slid her
tongue up into the brunette's mouth. Antonia's wet tongue
met with Sasha's as they began to fondle each other. Sasha
let go of Antonia's sweet tongue and licked across her
chin, moving down to the brunette's neck and licking up the
beads of sweat off her hot skin.

"Mmmm, Ms. Claw." Antonia moaned as she felt Sasha lifting
her shirt up over her head. The trainer was eager to
satisfy her mistresses every command but in the back of her
mind she wondered why her hair had been tied into pigtails
... and what had Sasha called her? Penny?

Sasha imagined she was holding the object of her new
obsession, moving her hands down to Penny's and pulling
down her green jeans to expose her underwear. Sasha grabbed
Penny's ass and squeezed ferociously, and then caressed the
skin with her fingers. Sasha heard Penny gasp, the girl's
arms lying limp at her sides as the woman slowly pulled
down her panties. Sasha leaned her face forward, her wet
tongue erect and aiming for Penny's pussy.

Antonia gasped and closed her eyes in pleasure as Sasha's
tongue slid between her labia. She writhed gently as her
mistress' tongue slid deeper and deeper inside of her. Loud
blissful wails began to escape Antonia's lips,
reverberating though the room in an erotic unison to her
thrusting.

"Oh! OH GAWD! YESSSS! Ms. CLAAAAW! YES!!!"

All of a sudden Sasha snapped back to reality. It wasn't
Penny in front of her, it was merely Antonia.

"Antonia." Sasha said harshly.

Antonia immediately felt self-conscious at her mistress'
tone and covered her chest with her palms. "Yes, Ms. Claw?"
she said sheepishly.

"We are done here. Please leave."

"Yes, Ms. Claw." Antonia said quietly as she gathered her
clothes and rushed out of the room.

Sasha thought some regular training would keep her mind off
her plans. All the waiting around was starting to get to
her. Usually some exercise would alleviate some of the
stress and anxiety, but lately she found herself unable to
control her fantasies. Antonia was a decent distraction but
nothing could compare to the real thing . or at least Sasha
had built up in her mind.

"Soon." Sasha thought to herself before walking to her
private shower.

*****

"Brain? Where are you?" Penny said into her Wrist
Communicator.

Brain barked and motioned wildly for a moment in response.

"You're heading to Pico Bolivar? Great! I'm almost there
myself. Contact me when you've arrived. Ok, Brain?"

Brain growled in agreement and signed off.

"Strange things around this place." Penny's guide said,
finally breaking his hour long silence.

"Strange?" Penny asked.

"Nothing was happening. Now lots of people." The guide said
in broken English. "Ellos no estuvieron aqu­ antes"

"Maybe he's seen MAD agents lurking around." Penny thought
to herself.

"Not far now." The guide said pointing to the distance.

Penny adjusted the strap to her satchel and puffed for a
moment. Even though the guide had shown her a path up the
mountain, it had still be a tiring trek from the bottom.

"Thanks. I think I can make it the rest of the way." Penny
said giving the guide a few coins from her pocket.

*****

More than two hours later, Penny arrived at a large metal
gate. Walking up to the thick bars the young blonde looked
beyond the obstruction and up a winding pathway. The large
structure of Zaloom Labs was just a few hundred meters
away. Turning to her left, Penny noticed a small computer
terminal used for announcing guests.

"I can definitely use that." Penny said reaching into her
satchel.

Within seconds, the girl's Computer Book was hooked into
the system and searching for the gate's unlock command.

~

"Ah, ah, ah Penny dear." Sasha purred as she watched her
computer screen. "It's not going to be that easy."

~

"Just about there." Penny said as she watched the progress
on the Computer Book monitor.

Suddenly, and without warning, the Computer Book began to
lose power. The device blinked on and off before freezing
completely.

"What? What's going on?" The distress in Penny's voice was
obvious as she tried desperately to reactivate the power.
"No! Not now."

Penny hung her head for a moment and finally detached the
Computer Book from the terminal. As this situation had
never happened to her before, the girl felt almost useless
without the security the trusty computer had provided.
Penny shivered as a mountain wind howled and blew a chill
up her spine. She realized she couldn't stay out here in
the open much longer. Fighting back a few tears of despair,
Penny decided she couldn't give up now. Uncle Gadget didn't
know it, but he needed her to make sure he was protected.
The youngster had never asked for such a crucial task of
protecting the world, but she had done it too many times to
give up now.

"There has to be another way in." Penny said confidently.

Climbing up into the rocks, the intrepid girl happened upon
an exhaust vent.

"Perfect! Now let's just hope my watch isn't malfunctioning
too."

Penny aimed her wrist carefully and fired a thin laser beam
from her watch. The beam traveled along the edges of the
vent before being deactivated. After vent cover fell
forward with a clank, Penny eased herself through the new
entrance. She was careful not to burn herself on the heated
metal as she took a flashlight from her satchel and
continued inside.

*****

Penny couldn't help but wonder what had happened to her
Computer Book. It had never acted up at all in all the
years she had used it. The thought then occurred to her
that perhaps the device had simply become too old and was
finally beginning to break down from everyday use. The idea
was upsetting to the girl, but she convinced herself that
she just needed some time to repair it.

Ever persistent, Penny proceeded down the dark maze of
vents on her hands and knees. She stopped periodically to
use the compass feature on her wristwatch. Luckily she had
taken some time to study the lab layout on the plane ride.
However, she had hoped to have her Computer Book handy for
easy reference.

"I think . I think this is the way to the main lab." Penny
thought to herself.

The girl's hopes were raised as she could hear the faint
whines and whirrs of machinery in the vent tunnel to her
right.

"This must be the right way."

Penny smiled as she saw a few shafts of light spilling
though a vent cover up ahead. She shuffled quickly over to
the source of the sounds and light and peered through the
slats.

There she was.

Dr. Zaloom sat alone at a desk almost right under the vent.
Penny quickly decided not to alert the scientist to her
presence as her Uncle Gadget would be arriving soon to take
control. Penny simply wanted to scout ahead and make sure
everything was safe and she had done that. There was
nothing to do now but contact Brain and check on the
situation there.

Penny soon noticed Dr. Zaloom open her mouth for a big yawn
as she stretched out her arms. The scientist arched her
back for a moment and Penny found her eyes wandering to Dr.
Zaloom's ample chest. The girl found herself mesmerized for
a moment. She had found herself interested in the female
form more and more lately which always seemed to give her
pleasurable thoughts.

Sasha smirked slightly as her right hand crossed her
stomach, inching slowly towards her middle. Spreading her
legs a little, the woman's fingers slid into her skirt and
under her panties. Her palm continued over her pussy for a
moment before coming to a rest.

Penny held her breath as she moved closer to the vent
opening. She watched as Sasha slid a single finger along
the outside of her slit, covering it in wetness. The girl
felt a feeling of warmth come over her as Sasha allowed her
finger to slip in between her vaginal lips.

Sasha used her single finger to slide further pussy, gently
over the opening in one fluid movement, barely touching the
skin until she reached her clit. The throbbing bead was hot
and already eager for attention as Sasha used her finger in
a stoking motion. She could already feel the pressure
mounting and driving her quickly to the edge, but eased off
a little to prevent the explosion. The woman's left arm
reached up to cup her right breast and she began to
rhythmically massage the hot flesh. Her fingertips pinched
feverishly at her rapidly hardening nipple.

Penny was sure she shouldn't be spying on Dr. Zaloom in
this way, but found she was unable to look away. She
watched intently as the scientist's breathing became quiet
moans and sighs.

Sasha hunched in her chair and spread her legs wide and
massaged her clitoris with her index finger a little more
vigorously. She moaned loudly and arched her back, as she
allowed a second finger to slip inside herself. Her muscles
contracted tightly and Sasha continued penetrating and
stimulating. A loud scream of climax escaped her lips as
she raised out of her chair for a moment and then quickly
slumped back down.

Penny felt anxious and hot and squirmed gently for a few
moments, as if her clothes had become suffocating.

*CRASH!*

Penny gasped as she saw three large men burst through the
doors to the lab. The smallest of trio stepped forward and
pointed towards Dr. Zaloom.

"Ok Doctor, you're coming with us. Dr. Claw wants a meeting
with you."

"What is this? Get out of here! This is a secure area!" Dr.
Zaloom shouted.

"Get her!" The leader of the gang bellowed.

"No! You can't do this!" Dr. Zaloom struggled ineffectively
against her attackers for a moment but was easily
overpowered.

"MAD Agents!" Penny knew she had to act quickly and began
kicking at the vent.

"We've got her. Let's go!" The largest MAD Agent yelled as
he motioned to the exit.

After delivering the final kick that sent the vent cover
crashing to the floor below, Penny crawled out of the
opening and dropped to the floor. The villainous trio had
already dragged Dr. Zaloom out into the hall and hadn't
noticed her presence.

"My Computer Book could activate the security system and
lock them in . but . Oh no, what am I going to do?"

Penny's heart raced as she examined the lab, trying to come
up with a plan before the MAD Agents could escape. Her eyes
focused on the sink near the back and in that instant she
hoped her make-shift plan would work.

~

"Quit squeezing me so hard you idiots." Sasha snarled.

"Sorry Ms. Claw, but you told us to ."

"Shut up! And keep your voice down. She should be coming
soon."

"But Ms. Claw. What's a lil girl going to ."

"HEY!" Penny shouted from down the hall.

Everyone turned around and saw the young girl holding a
large glass container.

Without another word, Penny splashed the bubbly liquid onto
the floor underneath Dr. Zaloom and the MAD agents. Almost
instantly, the soapy water caused all four to loose their
balance and begin to fall to the floor.

"WHOA! . OW!" A MAD agent fell hard to the ground and
banged his head against the wall.

The other two began flailing wildly as they tried to stay
standing up only succeeded in dragging each other to the
floor.

"Dr. Zaloom! Hurry! You've got to follow me." Penny
shouted.

Sasha strained to keep her balance and was soon able to
make her way over to the waiting girl.

"Who are you?" Sasha asked innocently.

"I'm Penny. A friend. Now let's get out of here!"

"Right, if we can make it to my quarters. They have a
secure lock and a thick steel door."

~

"AH HA! MAD agents. Just as I thought."

Penny cringed as she heard a familiar voice down the hall.
Quickly, she sprinted around the nearest corner and pressed
her back to the wall. Inspector Gadget had arrived and was
examining the fallen criminals. The three MAD Agents
groaned and weakly tried to flee.

"Not so fast, you crooks! Nobody escapes Inspector Gadget."

Sasha watched Penny for a moment and saw the panic in her
eyes about being discovered. She smiled for a moment before
rushing over to Gadget.

"Oh thank goodness you got here Inspector." Sasha said as
put her fingertips to the top of her chest. "They were
trying to kidnap me."

"Never fear, Madam. I have them exactly where I want them."
Gadget said as he began handcuffing the hapless trio.
"Hmmm, what exactly happened here?"

Penny held her breath and closed her eyes. This was it. She
was going to be discovered. How was she going to explain
her presence here in Venezuela?

"It was just lucky that a water pipe broke." Sasha began.
"I guess it slowed them down long enough for you to save
the day, Inspector."

Gadget smiled and placed his knuckles on his hips. "Very
lucky indeed, Madam. Even more fortunate for these
scofflaws, they didn't run into me sooner."

"Of course." Sasha said forcing a smile.

Penny opened one eye and then looked around in
astonishment. Dr. Zaloom had lied for her! She didn't know
exactly why the scientist had done it, but she didn't want
to ask too many questions.

"Excuse me for a moment, Inspector." Sasha said as she
moved over towards where Penny was hiding.

The dark-haired woman rounded the corner and immediately
Penny whispered, "But why ."

"Shhh," Sasha immediately silenced her and smiled.
"Quickly, take this key and go to my room. Down the hall
and to the right. The big red door. Hide there, okay?"

Penny nodded and hurried off down the hall. The young
blonde was still confused but did not have any desire to
argue or question the woman's intent.

*****

A half and hour later, Penny found herself sitting quietly
in Dr. Zaloom's luxurious bedroom. She had chosen a couch
by the window to wait as she pecked at her Computer Book's
buttons. The gizmo seemed to be functioning normally once
again, but Penny could still sense something was amiss.

"Maybe you picked up a virus." Penny said in a concerned
tone.

The girl was distracted from her work when she heard the
incoming message beep on her wristwatch. Penny activated
the viewscreen and was elated to see her faithful canine.

"Brain!" Penny beamed. "It's good to see you."

The orange dog barked to return the sentiment and then
immediately asked if she was still unharmed.

"I'm ok, Brain . but Uncle Gadget almost saw me."

Brain growled for a moment and raised his furry eyebrow.

"No, no. It's ok! I had a little run in with some MAD
agents trying to kidnap Dr. Zaloom but I was able to stop
them."

"Ruff?" Brain asked.

"There might be more of them lurking around too. You'd
better make sure Uncle Gadget doesn't run into any
trouble." At that moment, Penny heard a key turning in the
lock and decided to end her conversation. "Brain, I've got
to go . but I'll try to find out what MAD is up to. Bye!"

The girl switched off her wristwatch communication a second
before the bedroom door opened.

"Penny?" Sasha said as she closed the door behind her. "Are
you here?"

"Yes, Dr. Zaloom." Penny said as she stood up from the
couch. "Over here by the window."

Penny caught herself watching the beautiful scientist as
she walked over. Her stride was precise while still being
graceful and feminine. The girl's thoughts then began to
drift to the spectacle she had witnessed in the air vent
earlier. The vision of Sasha's flushed skin and moans ran
through her mind for a split second and she had to struggle
to regain her composure.

"My dear girl," Sasha began. I can't thank you enough for
helping me earlier. Who knows what those thugs would have
done if you hadn't been there?"

"It was no problem, Dr. Zaloom ."

"Sasha."

"Pardon?" Penny asked.

"Please, call me Sasha." The woman said as she tucked a
strand of ebony hair behind her ear.

Penny blushed slightly before speaking again. "Sasha."

"Where did you come from, Penny? And why were you hiding
from that inspector?"

"I um ." Penny hesitated. The girl wanted to explain but
couldn't bring herself to tell the truth.

"Well, it doesn't matter." Sasha said as she put a hand on
the girl's shoulder. "You saved me and I can't thank you
enough."

Penny looked up into the woman's eyes and saw them staring
deeply into her own. The intense gaze caused the girl's
cheeks to glow warmly as she quickly averted her eyes to
the floor.

Dr. Claw's mysterious daughter could feel her heart
pounding in her chest. Just touching the girl's shoulder
sent a wave of pleasure straight to her burning sex. Sasha
bit her lower lip gently as she fought the urge to tilt the
girl's head forward and nibble the soft flesh of her neck.
This elaborate ruse had all been for this young girl and so
far it had all been worth it.

"Thank You, Sasha." Penny finally said. "I - I just can't
let the inspector know I'm here. He can't know."

"Don't worry, Penny. Your secret is safe with me."

Penny looked up again and smiled. The woman's blue eyes
seemed to sparkle as they looked back at her. There was
something else as well . something Penny couldn't quite
understand. It wasn't something the girl could put into
words and it wasn't something she could calculate with an
equation. The unexplainable concept was confusing to her
however Penny decided that, in the end, it made her feel
good.

"I'm sorry I don't have much in the way of living quarters,
Penny. This facility wasn't built for accommodating
guests."

"Don't worry about me, Dr. Za . Sasha. I'll stay out of
your way."

"Don't be silly." Sasha interjected. "You can stay in my
quarters for the time being. It will keep you hidden from
the good inspector . and you can keep an eye on me as
well." The dark-haired women shot Penny a playful wink.

"That's very kind of you." Penny replied.

"You can repay me by telling me what exactly is going on
with these attackers."

*****

". and that's why I hid from him." Penny said as she
scuffed her heel on the floor. "He's my uncle and I have to
make sure he's ok."

Sasha raised her eyebrow. "But he's the great Inspector
Gadget. I should think he'd be capable of taking care of
himself."

"Well with MAD agents around you can't be too careful."
Penny chirped.

"You're quite the courageous young lady." Sasha reached out
and placed her hand on the girl's shoulder.

Penny blushed as she heard the admiration in the doctor's
voice. It wasn't very often that she heard genuine words of
appreciation, let alone someone so intelligent and
attractive. Penny looked up into Sasha's dark-blue eyes and
returned a soft smile.

"Tell me, Penny" Sasha began. "What is this interesting
looking contraption?"

"Oh that? That's my Computer Book . only, it's been broken
lately."

"Really? Well judging from your face, it must be very
important to you."

"Yeah, it's definitely gotten me out of trouble more than
once." Penny sighed resting her hand on the cover of the
Computer Book. "I don't know what I'd do without it."

"You know Penny, a computer is only as good as the person
using it." Sasha advised.

"I know," Penny soft agreed. "I guess I just got used to
relying on it."

"Such a smart and pretty young lady shouldn't need
something like this." Sasha frowned as she took hold of the
Computer Book and tossed it onto a nearby chair.

Penny's eyes widened with concern for a moment and then
dropped to the floor when she realized Sasha was absolutely
right.

Sasha's hand gently squeezed the girl's shoulder. "You
should be out in the limelight where your Uncle is, Penny."

"I don't want the limelight." Penny replied. "I just want
to do what's right."

Sasha smiled and shook her head. "Maybe one day you'll
realize what's really important."

Penny pondered the woman's words for a moment and then
turned to the door. "Maybe I should look around some more.
There could be more MAD agents lurking around."

"Here, I have a better idea." Sasha said offering Penny her
hand. The girl gingerly reached out and took the woman's
palm in hers. "I'll take you to the security room. It has
cameras all over the complex."

*****

"Thanks Sasha! This is perfect!" Penny exclaimed as she sat
down at the main desk of the security console.

The screens in front of her blinked on and began shifting
through all the various sections of the mountain lab.

"I thought this would be more efficient than wondering
around." Sasha smiled.

"I wonder why MAD is so interested in kidnapping you Sasha."
Penny inquired.

"I'm not sure," Sasha leaned against the desk and lowered
her head. "I guess they want to steal my computer technology."

"Dr. Claw must have something terrible in mind." Penny
shuddered. "But don't worry! I'll make sure he doesn't get
his hands on you."

Sasha grinned, "My hero."

Penny's cheeks burned again but she kept her attention
focused on the security monitors.

"Hmmm." Penny inquired to herself.

"What? What did you find?" Sasha asked.

"Well, I was noticing how advanced this security system is.
It's almost completely automated and can pinpoint movement
anywhere in the complex. See? There's my Uncle Gadget...and
there's Brain."

"What do you mean?" Sasha asked again.

"I was just wondering how those MAD agents were able to get
into your lab so easily. The alarms should have activated
as soon as they showed up on camera." Penny continued as
she tapped a few buttons on the keyboard in front of her.
"And here, the security cameras picked me up when I
approached the lab and alerted the security main frame .
how could that happen?"

Sasha marveled at Penny's quick deduction for a moment and
then quickly replied, "I-I don't know. Perhaps my computer
system has been compromised."

"I don't see how," Penny frowned. "This technology is
beyond anything MAD has. It just doesn't make sense."

"I'm sure you'll figure it out." Sasha said as she moved
for the exit. "I apologize, Penny. I must attend to my
work."

"Of course. Thanks, Sasha. I'll keep investigating." Penny
assured.

As the woman left, Penny lamented to herself that her
Computer Book wasn't in working order. It would have taken
less than two minutes to run a diagnostic on Sasha's system
and find out if there were any anomalies.

"I guess I'll just have to do it the old fashioned way."
Penny sighed as she clacked away at the keyboard.

*****

Several hours later Penny had still not found and holes in
the security grid. Everything checked out to the letter
with no sign of how the MAD agents had circumvented the
numerous defense measures. The girl thrust her head against
the back of the chair and let out a loud yawn. Tilting her
neck slightly she tapped off the camera monitor to her
right and reset it for regular computer use. The girl just
wanted to retrace her steps as she always had and start
from square one. Typing in the name "Dr. Zaloom" into a
search engine and wearily waited for it to load.

"Doctor Steven Zaloom?" Penny said as an unfamiliar first
name appeared. "Wrong one."

The girl typed a more specific entry using the first name
of "Sasha".

The following screen puzzled the young spy, "No Matches?
But..."

Penny backed out and retyped "Dr. Zaloom" retrieving the
"Doctor Steven Zaloom" link.

"Doctor Steven Zaloom, a brilliant computer scientist who
resides deep in the mountains of Venezuela." Penny gasped
and brought her hand to her mouth. "That must mean that
Sasha is ."

Suddenly Sasha's face appeared on all the security
monitors. "A Fake?"

"Sasha! What's going on."

"I'm sorry you had to discover I'm not who I say I am so
quickly. I hadn't planned on that. But I'm starting to see
that you're more than you appear."

"Who are you?" Penny snapped.

"Someone who wants to help you Penny." Sasha purred.

All of a sudden, a white gas began to pour out of the air
vents above the young girl.

"Oh No!" Penny gasped as she ran for the door, only to find
it locked tight.

"Sweet dreams my dear Penny." Sasha sighed.

Penny began to cough uncontrollably until she fell to the
floor unconscious.

*****

Penny jerked slightly and shook her head slowly. Only a
moment passed before the girl began to jerk forcefully,
attempting to scramble away. It soon became obvious that the
ropes wrapped firmly behind her back would not allow a quick
escape. Penny cried out but the gag around her mouth quickly
changed it into a muffled groan. Her struggles continued but
the ropes around her ankles prevented her from gaining any
leverage.

When the girl's struggles finally ceased and her breath began
to come in ragged pants, a form stepped from the shadows.

"My dear Penny. I hope you're not too ... uncomfortable."
Sasha purred.

Penny remembered the last thoughts she had experienced before
blacking out and screamed into the gag, her words becoming
muffled beyond any comprehension.

Sasha stepped closer and stroked the girl's cheek. She could
see the look of confusion on the girl's face and almost
considered releasing her. But she quickly decided her
intentions were too important to through away on compassion.
Penny would eventually thank her in more ways than one.

"It's time to stop holding yourself back, Penny." Sasha began.
"We're either going to jumpstart your potential or it's all
going to end right here."

Sasha took a step back and activated a large screen mounted
on the wall. The screen flickered to life and eventually
displayed a split screen of two familiar figures. On one
side of the screen Inspector Gadget was standing alone in
an empty white room, a look of concentration on his face.
On the other side of the screen, Brain was locked in a cage
which was suspended over a bubbling tank of chemicals. The
dark-haired woman shook her head slightly before pressing
a sequence of buttons on a keypad.

Penny watched as a device rose from the floor of her Uncle
Gadget's room. A large explosive device with a red countdown
timer set to 3 hours.

"Hmmm, maybe this opens the door." Gadget wondered aloud.

"Sharp as a tack, isn't he?" Sasha teased. "Your dog's
cage will be lowered into that acid in the same timeframe."

Penny struggled and screamed again, her muffled voice
carrying concern and fear.

"Your Uncle and your precious dog will meet their demise in
three hour's time unless you can save them." Sasha continued
to speak as she walked around the bound girl. "It's time to
stop hiding in your Uncle's shadow. It's time to stop depending
on your trinkets. It's time to admit to yourself who you are
and want you want." The woman's voice raised slightly as she
finalized her speech. "What will you do, Penny? How far will
you go to save these two, and yourself?"

After a few more moments of slice, Sasha loosened the gag
over Penny's mouth and let it fall to the floor.

"Sasha! What is this? Why are you trying to kill Uncle
Gadget and Brain?" Penny's words exploded from her hoarse
and aching throat.

Sasha turned her back to the girl and shut her eyes.
"Penny . you deserve so much better than you've been
allowing yourself. You're capable of so much more! You've
been held back for too long."

"I don't understand." Penny whimpered.

"Please, Penny ... drink some water."

The young blonde's eyes glistened with tears as she opened
her cracked and tender lips and allowed her captor to tip
a cup of cool water into her mouth.

"Either we are going to accelerate your potential tonight,
Penny . or these two are going to die."

The tears in Penny's eyes tumbled down over her cheeks as
she tried to choke back her emotions. "You ... You're a
MAD agent, aren't you?"

"I'm much more than that, Penny." Sasha said as she wiped
away a few tears from the girl's cheek. "All this ...
everything has been for you! You're an amazing young woman
and it's time you realized it."

"Wh-What do you want with me?" Penny whimpered.

Before the words could leave her mouth Sasha acted on
instinct and claimed Penny's lips in a kiss. Her control and
skill were evident as she explored the the girl's mouth,
teasing and coaxing. An emotional struggle began to build in
the youngster as the kiss continued. Penny wondered whether her
struggles were to escape Sasha or to welcome her more fully.
After a moment, Sasha drew back, nipping lightly at Penny's
moist, swollen lips.

Before Penny could gather her wits enough to speak, Sasha was
already striding to the exit of the room, "You have three
hours, Penny. Either you will save them and yourself... or..."

"Sasha! Wait! I ..."

The woman hung her head and did not turn around to respond.
"Yes?"

"Please. Please don't leave me. Please don't hurt them."

"I don't want to. I don't want to do any of it. It's
something I HAVE to do." Sasha said in a muted tone before
attempting to leave again.

"Sasha, I ..." Penny gulped and clearly suppressed a sob.
"Come back. I- I need you. I knew it the first time I saw you.
Even now. I don't know why ... but I want you."

The girl's words penetrated Sasha's heart and caused her
to turn and face her captive.

"Please..." Penny groaned sadly.

Sasha couldn't hold back any longer and rushed to Penny's
side, pressing her lips firmly against the girl's and kissed
her lovingly. The two moaned as they shared a passionate
embrace, their mouths opening wide as they accepted each
other's tongues. Sasha's tongue took the initiative and
caressed the girl's, teasing and causing Penny to respond
with unpracticed eagerness.

Sasha unexpectedly pulled back to see Penny's expression. The
girl murmured and clutched at nothing with her bound hands,
eagerly straining her neck to receive more attention. Sasha
tilted her head to the side and kissed down Penny's neck,
leaving a trail of glistening marks behind. Kneeling down,
Sasha tugged at the ropes binding Penny's ankles and eventually
released them.

The older woman leaned back for a moment and smiled.
"How DO you always seem to get tied up, Penny?"

"Just unlucky I guess." Penny sighed.

"Especially right now." Sasha winked as she slowly
unbuttoned her white labcoat and unhooked her silken bra.

Penny gasped at the sight of Sasha's abundant chest, her
most hidden fantasies finally bubbling forth as she watched
the woman's erect nipples bob tantalizingly before her. Out
of sheer instinct and desire, Penny lunged forward and latched
her mouth onto Sasha's right nipple. The intense sucking
motions caused Sasha's back to arch in pleasure, thrusting
her breasts outward so the girl could devour her further. The
fact that her hands were still tightly bound behind her back
did not slow her down in the slightest.

"Yesssss, Penny. Lick my nipple." Sasha hissed.

Tears flowed down Penny's cheeks, the taste of Sasha's breast
was sweet ambrosia to her, the mixture of danger, confusion,
and lust weighed heavily on her young mind. The girl soon
painted both of Sasha's breasts with her tongue until they
gleamed with saliva and finally buried her head in the woman's
cleavage, never wanting to leave it's warm embrace.

"Penny?" Sasha whispered quietly. "Penny?"

"Hmm?" Penny sighed.

"Let's go to my bedroom." Sasha said as she helped the
girl to her feet.

~

Penny was laid down gently on the bed as Sasha used a small
knife to finally remove the ropes from the girl's wrists.
The woman wasted no time in lifting Penny's red and white
striped shirt up of her head and tossed it to the floor
beside the bed. Their lips pressed urgently against each
other once again and Penny could immediately feel Sasha's
long, agile tongue into her mouth. The woman's experienced
tongue twirled around inside Penny's mouth, coaxing her to
fully share in the wet heat of their forbidden kiss. Sasha
caressed the bare skin of the girl's back and shoulders, the
soft lines of her waist above her pants.

Sasha broke the kiss, gasping as she did so. Penny looked
up into the woman's face, her kiss-swollen lips quivering
in anticipation. With a look of concentrated determination
on her face, Sasha unzipped Penny's green pants and tugged
them down the girl's slender hips. Penny felt Sasha press
her warm lips to her stomach and kiss her lovingly. The girl
kept her hands laid on the bed, motionless on either side of
her head.

"My, what cute panties you have here." Sasha said playfully.

Penny giggled nervously and put a hand over her eyes in
embarrassment. "Today was the day I had to wear the underwear
with pink hearts." The girl thought to herself.

Sasha reassured her by lowering her head and soothingly
explored Penny's young and budding chest, her mouth sliding
wetly over each nipple. She dew one of the tiny tips into her
mouth, sucking it hard as she rubbed it against the roof of
her mouth. Penny squirmed slowly in Sasha's arms as tendrils
of pleasure shot throughout her body.

Soon, Sasha had removed her own garments and stared down at
the girl in her bed. She had imagined this moment so many
times in her darkest fantasies and never really imagined
it would come true. Penny was now completely nude on the
mattress except for her white socks, Sasha had decided to
leave those on. Wordlessly, the woman parted her own legs,
never taking her eyes of Penny's face. Her hand drifted
down her stomach and eventually brushed through her
neatly shaved public hair. The woman began caressing her
outer labia and shivered at the delightful torture she
gave herself. Sasha parted her burning pussy lips with
one hand and collected a drop of dewy moisture at the
bottom of her slit. She lifted her moistened fingertip to
Penny's lips. The girl was transfixed on the digit as she
inhaled the aroma.

"Taste." Sasha whispered.

Without a word, Penny lapped the juice off with her delicate
pink tongue. Moving lower, Sasha parted the lips of Penny's
young womanhood. The woman almost drowned in the intoxicating
scent of Penny's pussy, breathing heavily with arousal and
excitement. Sasha leaned her face forward, her wet tongue
seeking the girl's virgin sex. Penny gasped and closed her
eyes in pleasure as Sasha's tongue slid between her burning
labia. The girl writhed endlessly with every push as Sasha
shoved her tongue deeper into the warm tunnel, caressing the
walls of her young cunt. Loud blissful wails began to escape
Penny's pouty lips and reverberated through the room.

"Ahhhh! Ahhhh! Ahhhh! NNnnnnnn..."

Sasha moaned around her mouthful of Penny's young pussy, her
tongue savoring each new taste. The woman moved her hands up
to grip Penny's firm buttocks and pulled them firmly against
her face, further impaling the girl onto her tongue. Penny
whined hoarsely, her back arching while her fingers scraped
the mattress, bunching up the blankets for support. Sasha
could feel Penny's back undulating like a wave and her hips
beginning to quake and knew that she was already near climax.

"Not yet." The woman thought to herself and ceased her
attention on the girl's pussy.

Sasha raised up, her chin glistening wet with Penny's own
juices. She tilted her head forward and locked her lips
upon the blonde girl's. Their tongues danced and tried to
melt together as Penny realized she could taste herself in
the kiss.

Sasha smiled as she noticed her young lover had become
restless with lust and hastily pawed at her chest. Penny
watched as the woman's naked breasts swayed above her head,
the erect nipples dangling invitingly to her lips. Penny
finally enveloped one of them and sucked loudly on the
small nub, prodding and massaging it with her tongue.
Sasha moaned, clutching Penny's blonde head tightly and
holding it to her chest. Sasha hugged the girl tightly,
running her hands along her smooth back and down her spine.
Her hands reached Penny's gorgeously smooth ass and gripped
each cheek, fondling them wildly. Penny gasped at the
attention to her backside and let go of Sasha's breast,
her mouth leaving a trail of saliva on the nipple.

"You like my breasts, don't you?" Sasha asked.

"Mmmm, I love them." Penny said without taking her eyes off
Sasha's globes. The pliancy of the flesh and the hardness of
 nipples were simply heavenly against the child's palms.

Sasha sighed and put reached out to hold Penny's chin in her
palm. "You know ..."

"Yes?" Penny said eagerly, ready to bow to her older
lover's every whim.

"Dr. Zaloom left behind some rather interesting inventions."
Sasha said as she tapped a hidden button on the side of the
bed. Penny watched intently as a concealed compartment slide
open. "Before I had the good doctor sent off on a long
vacation I had him show me some of his more . personal
inventions."

Penny furrowed her eyebrows at the woman's inference that
she had sent Dr. Zaloom on a vacation. The young blonde
knew full well the poor scientist had more likely met a
bad end or at the very best was being forced to work for
MAD in a dank dungeon somewhere. But the apprehension was
short lived as she watched Sasha removed a five metallic
objects from the compartment.

"Actually, I had them specially modified for you
sweetheart." Sasha whispered huskily.

"What are they?"

"Here," Sasha murmured softly. "let me show you."

In her hands the mysterious woman held what looked like
a necklace and four bracelets. They were small, grey,
and metallic with no prominent features. Sasha used her
slender fingers to snap open one of the bracelets and
then gently placed it around Penny's left ankle. Lovingly,
she clicked the trinket shut.

"It's an anklet?" Penny chirped. "So that must mean
these other ones go around my wris ."

"Shhhh." Sasha hushed the young girl.

Penny continued to watch attentively as Sasha locked the
second anklet around her right ankle. The additional grey
bracelets were then secured around each of Penny's slender
wrists. Finally, the woman leaned over the girl and eased
the remaining necklace around the girl's smooth, young neck.

"How ... how do they work?" Penny said as she inspected the
peculiar jewelry.

"They're tied into this special device." With a sly smile
Sasha pressed a few buttons on her wrist communication
she had fastened to her wrist.

Suddenly, Penny began to giggle. Softly at first, then
breaking into wild laughter, dropping onto her bed and
rolling as thousands of feathers tickled her all over her
tender body.

"Ha ha ha ha! S-stop! S-s-stop it! Ha ha ha!" Penny sobbed,
tears in her eyes and her thing arms wrapped around her
stomach as another wave of laughter burst free.

Mercifully, Sasha tapped a few more buttons on her wrist
gadget and Penny gradually stopped her cackling.

"Sorry, I had to calibrate." Sasha half-heartedly
apologized. "Now lay back, Sweetie." She instructed,
enfolding Penny's left hand with hers.

Penny obediently lowered herself across the bed,
regarding the woman with her bright green eyes.

Sasha savored the moment, looking down at the young girl
and remembering how much she had gone through to get to
this moment. Without wasting another moment, Sasha tapped
her wrist device again. The bracelets began to hum softly,
causing Penny to sigh deeply. Her green eyes closed dreamily
and her lips parted as a wave of pure pleasure swelled in
her slim frame.

Sasha watched Penny write slowly upon her bed and squeezed
the hand that she still held. The woman smiled while she
listened to the gentle sighs of bliss that began to escape
Penny's soft lips.

Penny watched through blurred vision as Sasha lowered her
face to her sensitive pussy and felt her tongue licking her
clit. The girl gasped as she felt Sasha press her lips
inside her and suck the honey clinging to her tender
vagina. The bracelets around Penny's wrists and neck
hummed and soon made low beeping sounds as Sasha's lips
melded with the girl's shivering sex. Penny arched her
back and roughly bit her lip, stifling a husky moan while
Sasha slurped deeper within her pink cunt. The girl
dropped her clutching fingers to Sasha's black hair and
grabbed a handful as she felt the woman sucking hungrily
inside her throbbing pussy. Sasha's tongue delved through
the hot folds of her young pussy causing the girl to
finally draw up her willowy legs. Acting in a haze of
bliss, Penny started humping Sasha's face, panting faster
and faster as she felt her burning skin tingle and smolder
with delight.

Sasha raised her face from her young lover's quaking
thighs and ran her eyes over Penny as she slid her right
palm over the girl's shuddering belly. Her hand finally
rested on the girl's trembling chest. The woman reached
up and tapped her wrist device again, amplifying Penny's
approaching orgasm.

Penny's eyes snapped open. The girl threw her head back
and screamed, "YEEAAAAAASSSSSSSSS!!!!"

The girl's legs fell limply open, her fingers digging into
the bedsheets beneath her as she experienced raw, overwhelming
ecstasy. When the first orgasm passed, the second hit,
followed immediately by a third. Penny gasped sharply after
each one, her pelvis quaking, her lips slack and gleaming.
Sasha met Penny's clouded gaze and smiled as she pressed her
mouth of the limp girl's lips, sucking softly. As they kissed,
Sasha lightly massaged Penny's thigh.

"Mmmm How was it, Sweetie?" Sasha whispered in Penny's ear.

"*Huff* Ex *Huff* Excellent." Penny panted.

Sasha smiled as her fingers sought out Penny's soft pussy,
her digits dipping in between her still quivering lips. The
woman's warm mouth brushed across the young blonde's throat
and licked the moaning girl's naked shoulder. Penny pressed
her flushed face into Sasha's neck, panting softly, her body
hot and limp, so relaxed and tingling she didn't have the
strength or will to move.

Sasha drew her long fingers out of Penny's middle. Honey
dripped lightly from the woman's dangling digits as she
brought them up to Penny's trembling lips. Staring up into
Sasha's smoldering blue eyes, Penny opened her small mouth
and moaned when droplets of her own vaginal juices splashed
onto her tongue. Sasha placed her soaked fingers inside
Penny's mouth causing the girl to suck gently. Their eyes
locked together as Penny's savored every sweet drop of
her cunt juice.

"Mmmm, so what are these things anyway?" Penny managed to
whisper as she languidly licked Sasha's fingers clean.

"They're pleasure amplifiers, I believe." Sasha answered.
"The circuitry stimulates brain waves and body reactions
to strengthen enjoyment."

"Ok, well, let's see what they can do." Penny said as she
smiled wickedly to herself. The girl gently pressed her palms
on Sasha's shoulders and eased the woman back onto the bed.
"I'm still new at this ..."

"Don't worry about that, Penny." Sasha encouraged. "Just do
what you feel."

The girl bent forward and immediately set her lips around
Sasha's pussy, placing the bracelets on her wrists on the
woman's inner thighs.

After a few quick licks Penny sat up, "I'm going to have to
flip around and sit on you, ok?"

Sasha simply smirked and patted her belly as an indication
for the girl to climb up. Once Penny had scrambled into
position on top of her, Sasha realized that the girl wanted
her necklace to rest on her lower midsection just above her
pussy. The woman obliged by tapping a sequence into her wrist
device and setting it on automatic. Within moments, Sasha
cried out and clenched her hands in the bed sheets, her hips
thrusting up in her young lover's face.

Penny craned her neck further, driving her tongue directly
into Sasha's heated sex. The older woman's buttocks rose
from the mattress as she arched her back, driving herself
against Penny's agile attentions. Penny's purpose became
clear as the necklace and bracelets began to hum against
the melded hot flesh of both lovers. In only seconds,
Sasha was gasping uncontrollably, twisting and grinding
her pussy against Penny's invading mouth. The woman's entire
lower body was moving up and down against the bed as sweat
glistened off her tensed muscles. Penny drove as deep as
she could with her tongue, as her left hand crept up to
Sasha's wrist device. Before Sasha realized what was
happening, Penny placed her tongue directly onto the
woman's clit. An unbridled scream of passion escaped
Sasha's mouth as Penny rolled her tongue around the tender
bundle of nerves.

The room spun wildly in Sasha's mind as her vision blurred.
She muttered incoherently to herself for a few moments
before she finally passed out.

Penny threw her head back and fell backward onto the
bed mattress. The girl moved up over Sasha's slumbering naked
body and kissed her tenderly on the lips.

"Thank-You." The girl whispered as she fumbled with
Sasha's wrist communicator.

Still naked, save for her socks and the few articles
of technological jewelry, Penny scooted off the bed and
pressed a few buttons on the wrist communicator.

"Maybe I can reconfigure this to find my Computer Book .
Aha!" Penny said triumphantly as she saw a small blip
on the screen. "It should beeee . right here!" Opening a
nearby cabinet, the girl discovered her trusty Computer
Book and her own wrist communicator.

Penny looked over at the bed once more and saw Sasha still
completely passed out, her bountiful chest rising and falling
with each breath. For an instant, the girl wanted to climb
back into bed with the woman and feel Sasha's naked skin
pressed against her own. But she fought back the urge and
tapped her wrist communicator.

"Ruff?!" the surprised canine barked as his collar
expanded into contact mode.

"Brain! Are you ok?"

Brain growled for a moment and then stopped when he noted
that Penny was almost completely naked.

"I know, I know ... it's a long story." Penny tried to
explain. "What? I'm flushed? Well it's hot in here.
Listen Brain, I need to get you and Uncle Gadget out of
there."

Brain barked in agreement and offered a suggestion.

"No ... my Computer Book is no good. It's broken." Penny
sighed. "I've got less than twenty minutes to figure
out something or ."

Brain whimpered as he looked down at the vat of chemicals
he was now only a few feet above.

"Don't worry Brain. I won't let anything happen to you."
Penny forced a smile as she realized that she may not be able
to save herself, let alone her trusted companion.

*****

The young blonde spy tiptoed down the quiet hallways of the
mountaintop complex. She shivered slightly and used her palm
to pull close the dress shirt she had borrowed from Sasha's
closet. Penny knew the garment barely concealed her nudity
but was more concerned about the danger at hand.

"It should be through here." Penny said to herself as she
used Sasha's card key to enter a High Security area.

Almost instantly, the room was automatically illuminated.
Penny's eyes widened and a gasp escaped her lips as she saw
her Uncle Gadget on the other side of the room.

"Uncle Gadget!" Penny shrieked.

The trenchcoated figure made no indication that he was
aware of the girl's presence.

"Uncle Gadget! It's Penny!" the young blonde yelled as
she ran forward.

When Gadget still did not acknowledge her, Penny began to
examine her surroundings closely. She soon noticed the
sheen of light reflection on an otherwise invisible
plexiglass wall.

Judging by her Uncle's oblivious actions, the glass was
probably a one-way mirror. From Gadget's point of view,
he was in a featureless cell with no way to escape.

"UNCLE GADGET!!!" Penny yelled in desperation. For a
moment the confused inspector cocked his head to the
side, almost as if he had heard his niece's cries.

"UNCLE GA ..."

Penny's next attempt was silenced as she felt a pair of
arms wrapping around her waist. The girl felt a wet tongue
sliding up the right side of her neck.

"Enough, Penny!" A voice from behind whispered in her ear.

"Sasha!" panted Penny, perspiration already beading on her
forehead as she felt her right ear being nibbled on.

"Y-you should stop." Penny moaned.

"You don't want me to stop, Penny." Sasha whispered into
the girl's ear seconds before she slipped in her eager
tongue, swirling it around playfully.

Penny closed her eyes to slits, her body on fire as the
devices which she still wore came to life once again in
response to her body chemistry. Sasha eased the dress shirt
off of Penny's shoulders and let it fall to the floor. Once
her young lover was appropriately naked, she leaned against
Penny and caused her to press against the plexiglass window.
Penny could feel Sasha's firm breasts against her back and
scraped her fingertips against the glass making a small
squeaking sound.

"How did you even find this room?" Sasha panted.

"I memorized the floor plan," Penny murmured. "this is the
only High Security room that could double as a holding cell.

Penny looked over her shoulder at Sasha and touched her
cheek for a moment before kissing her hungrily on the mouth,
devouring the woman's soft wine colored lips.

Sasha felt Penny's lust, the girl's overpowering need to
feel the pleasure she had to offer. The woman reached down
between Penny's thighs from behind and gently began to
fondle the folds of the girl's warm pussy. Penny groaned
softly, gently biting Sasha's lip as they continued their
heated kiss. Sasha rubbed her fingers up and down Penny's
pussy, massaging the slit until it became moist with sweet
juices.

Sasha took hold of Penny's shoulders and spun her around,
instantly pressing her back against the plexiglass. "You
are amazing, Penny."

Penny could not manage to form any words as Sasha's hand
returned to her crotch, slipping one long delicate finger
into her young vagina. Penny groaned continuously, pumping
her hips forward, thrusting her moist pussy onto Sasha's
probing digit. The woman used the opportunity to fasten
her lips over Penny's young pink left nipple, sucking
loudly and flicking her tongue over the hardened nub.

"Only one chance at this." Penny thought to herself.

Sasha kissed and ran her lips across the hot skin of
Penny's chest as she thrust a second finger into the
girl's sopping wet pussy. Penny felt the fingers push
deep into her shuddering vagina, causing her hips to
slam forward. Penny enthusiastically rammed herself onto
Sasha's fingers, shoving them farther and father into
her until she felt another climax waiting to explode
within her.

Penny's mouth dropped open, her sweat covered body
writhing against Sasha's hand. "OHH OHH OHHHHHHH!
SASHA! YESSSSSSSSSSSSSSSS!! SASHAAAAAAAAAAAAAAAAAAAA!"

Bursts of honey splatter out of her fevered cunt,
drenching her smooth thighs with small droplets of cum.

"GO GO GADGET ARMS!"

"Wha ...?" Sasha's words were cut off as a pair of gloved
hands crashed through plexiglass above Penny's head,
slamming into the woman's jaw.

Sasha crumpled to the floor in a daze as Penny quickly
gathered her wits and dove beneath a desk in the corner
of the room.

"Ah, Dr. Zaloom." Gadget exclaimed as he used the newly
formed hole in the plexiglass as an exit. "I thought I
heard some commotion out here."

The inspector immediately blushed and turned away as he
noticed Sasha's nudity. "Umm, Hmmm, yes. Well I must say
have never known the cultures of Venezuelan mountain people
to be quite so free spirited. But to each their own!"

Sasha's eyes fluttered as she groaned incoherently.

"No need to thank me, Dr. Zaloom. I used the time in your
special waiting room to come up with a number of brilliant
tactics to protect you from MAD. I even managed to fix the
door here using all that noise you were making to get my
attention. Of course I had to use my special Gadget ear to
lock in on the right place . you were yelling rather
intensely there."

Penny blushed underneath the desk but remained silent.

"Well Doctor," Gadget continued. "we can't have you out in
the open like this."

"My ... my lab." Sasha babbled.

"Right! We should get you back to your lab. It's more
secure and you can continue your work." Gadget knelt
down and removed his trenchcoat to drape over Sasha's
nude form.

Taking a chance, Penny peered out from behind the desk.
She watched as Gadget scooped Sasha up in his arms and
exited the room. Breathing a sigh of relief, the girl
realized that she had narrowly averted her uncle's
explosive death. But her respite was short lived as she
realized that Sasha would probably become more desperate.
There was not telling how she would take this set back.
If the mysterious MAD agent was willing to destroy her
family in a twisted attempt to bring out her potential
then she wouldn't let a punch across the jaw stop her.
Penny rested her forehead against the side of the desk
with a light thump. Her mind was still racing with
confusion and lust. Sasha interest in her was incredible
and it made the young girl feel like she had never felt
before . special. It was as if Sasha was the only one who
saw through all her carefully constructed illusions and
appreciated her unique nature. Sasha had opened a door
to pleasures Penny had never thought possible. Her flesh
still burned and tingled at the memory of their love
making.

"I have to stop her before she does something even
worse! . but every time I see her I want her I just
want her to touch me." Penny thought to herself as she
poked at one of the devices still locked around her
wrist. "Maybe... just maybe there's a way I can do both!"

*****

Sasha gingerly rubbed her aching chin. There were a few
twinges of pain as she traced her finger along the jawline.
It was almost certain that there was going to be a small
bruise in a few hours.

"That idiot! He really does ruin everything." Sasha
muttered to herself. "I didn't want to have to do this
... but she just won't listen."

The determined woman typed furiously at her keyboard,
immersed completely in her almost fanatical plan.

"What are you doing Sasha?" a small girlish voice sounded
from behind.

Sasha didn't turn to see Penny enter the lab and kept
concentrating on her typing. "Penny. You forced me to do
this. Just like you forced me to sabotage that crutch you
call a Computer Book."

"What are you doing?" Penny asked again.

"Take a look at the screen," Sasha said coldly as she
indicated to a large monitor overhead. "I'm using the
good Dr. Zaloom's computer technology to create a
worldwide overload. Everything with a computer chip
with be permanently deactivated . including your
idiotic Uncle."

"No Sasha! You can't do this! ... not because of me!"

"Yes because of you, Penny." Sasha shouted. "I was like
you once. Hiding behind the shadow of an incapable man .
denying my potential to work in the background. It ends
up being a lonely, empty existence. A girl like you
deserves so much more . if only you could see that."

Penny could hear the raw emotion in Sasha's voice and
realized that her irrational actions were coming from a
 deep seeded emotional trauma. "But Sasha, this isn't
what you want!"

"Of course it is!" Sasha shouted back.

"No it isn't ... THIS is what you want." Penny then
rushed up to the seated woman and kissed her.

Sasha quickly responded to the kiss, gently at first,
gently brushing the girl's cheek, ther her lips, then
harder and harder as her tongue sought out Penny's.
Fire raced through the woman's body as she felt Penny's
tongue caress her own. Backing off, Sasha then nibbled
on the girl's lips, then drove her tongue even deeper
into Penny's open mouth.

For long minutes the two exchanged tongues, striving to
drive deeper with each new kiss, tasting the sweetness
of each other. Penny then broke away and began to trail
kisses down Sasha's neck, up behind her ears and then
down her shoulders. The woman arched her head back to
give the girl greater access, closing her eyes and
savoring the touch of Penny's tongue.

While Penny continued to lick the woman's shoulder,
Sasha reached down and cupped Penny's small breasts,
squeezing them softly. The she moved her hands to
again caress the girl's face, kissing her again and again.

"Penny, I have to do this ..." Sasha whispered as she
kissed her once again. "You'll understand one day."

"I know ..." Penny replied with glassy eyes.

The girl watched as Sasha pressed the enter button on
the keyboard, initiating a countdown sequence.

Penny sighed as the Sasha then eased her down onto the
floor, shivering slightly as she was laid out on the
cool metallic surface. Sasha's mouth sought out the girl's
nipples and began to suck on them, her roving tongue
covering them with wetness. Penny shivered at the touch
of Sasha's lips on her smooth flesh and felt each lick
bringing her nipples to a new hardness. The woman's
lips closed on Penny's right nipple as she began to
nibble the tender nub. Each bite sent waves of pleasure
though Penny, causing her to moan softly.

Sasha reached down between Penny's legs and trached the
outline of her young mound with her finger. She then
moved it to the center of the girl's pussy and rubbed
against it. Her fingers became slightly lubricated by
the wetness forming there and she slowly slid it between
the folds. A soft gasp escaped Penny's lips as Sasha
slid the finger in and out, soon following it with a
second. Sasha licked each nipple a final time and then
moved her head down Penny's stomach, pausing to kiss
and lick the girl's sweet skin. She kissed lower and
lower until she reached the edge of the young blonde's
wetness. The woman then kissed one small thigh, then the
other, and finally kissed the center of Penny's cunnie.

"Unnnnnnnh! Oooo, Sasha." Penny moaned as she rubbed her
eyes with her palms. "Feels so good!"

Sasha reached out and parted the wet lips with her fingers,
moving her tongue in between them, driving it deep inside.
She closed her eyes as she savored the girl's taste once
again, a taste she knew no other woman had ever known.

"Sasha! Oh Sasha! YES!" Penny gasped as her body jumped
at the attention. "I want you! Love me ... please!"

Encouraged at these words, Sasha moved her eager mouth
closer and sought out Penny's clit. She alternated between
finger and her tongue, driving the girl wilder with each
stroke. A rhythm quickly developed as Penny reached down
and held Sasha's head between her legs, thrusting forward
with each movement of her new lover's tongue. Sasha
responded by reaching behind and grabbing Penny's youthful
ass cheeks. Never missing a beat, she slid a cum lubricated
finger into Penny's anus. The blonde girl let out a loud
shout as she felt the digit penetrate her intimate area.
Sasha withdrew her finger and then quickly reinserted it,
finger fucking the girl's ass. Penny squeezed her eyes
tightly shut and rolled her head from side to side.

"Mmmmmppffh." Penny groaned as she jerked and flexed
against this new attention. Her lithe form squirmed as
she clenched her buttocks, her anus tightly molding
around Sasha's finger.

Sasha listened as Penny softly cooed and groaned,
her slippery digit slowly disappearing up between the
girl's firm, quaking ass cheeks. The girl writhed leisurely
and gently moved a few loose strands of blonde hair off her
face. Penny's lips quivered and sputtered, her sweaty face
reddening as she arched her back up off the floor.

"Mmm, Penny it's going to be so wonderful." Sasha
whispered from between the girl's legs. "After we
plunge the rest of the world into chaos, we'll run
away to an island together. It'll just be the two of
us. We make love forever."

"Oh God, Sasha!" Penny mewled. "I never knew it could be
like this. I never knew it could be so wonderful!"

Secretly, Penny wondered if she could go through with
her plan. She was losing herself to the blissful pleasure
Sasha was giving her and for a moment she wondered if it
would be a better life to escape to a tropical island.
Penny began to gyrate faster as she felt herself nearing
climax. Sasha could sense the impending release approaching
in Penny's body and opened her mouth with at the same time
driving her tongue deep into the girl's pussy. The woman
wriggled her finger in Penny's fully penetrated rectum and
was soon rewarded with a gush of girl-cum.

Penny's mouth dropped open, "OHHHHHHH YESSSSSSSSSSSSSS!"

Sasha held tight as Penny's screamed and thrashed around in
ecstasy. In an instant, the devices on Penny's body clicked
and hummed loudly. Oblivious, Sasha continued to lick Penny's
pussy and finger fuck her pert ass.

"It's working!" Penny thought to herself in a haze.

A brilliant white pulse of energy burst out of the devices
and exploded forward.

Sasha lifted her cummy face out of the girl's pussy to look
her in the eye. "Wh-what? What's going on?!"

"I had to stop you Sasha." Penny whispered. "I-I'm sorry."

"What did you do?!"

Sasha and Penny watched as the shimmering power short
circuited the computers and machinery around her. The
lights flashed on and off as Sasha jumped to her feet
and tried to regain control.

"Sasha!" Penny yelled. "Get away from there. It's
too dangerous."

Ignoring the girl, Sasha pounded her fists against the
console in vain. Bursts of electricity began to flash all
around the panicked woman.

Penny knew an building overload when she saw one. The
resulting explosion would most likely kill Sasha if she
were caught in it. Without another thought, the girl sprung
to her feet and put of all of her momentum into a quick dash
forward. Using all the might she could muster, Penny thrust
her weight into Sasha and sent them both tumbling to the
ground. Moments later, the crackling console exploded in a
flare of blue light.

"Y-You reversed the energy output in the bands ...
didn't you?" Sasha murmured.

"I'm sorry." Penny found herself apologizing even
though she had saved the day. This broken, twisted woman
in front of her may have tried to kill millions of people..
but she had done it out of love. The girl couldn't help
but place her hand on the woman's cheek, lightly
caressing it.

"It's ok," Sasha whispered. "I guess . I guess you
showed me you really can step out of your Uncle's shadow.
Not quite in the way I wanted ... but still, I knew you
were amazing Penny."

Penny smiled and leaned down to kiss Sasha tenderly
on the cheek.

"RUFF!" a familiar bark sounded from behind.

"Brain! You escaped?" Penny shouted happily.

"BOW WOW, Grrr!" Brain growled again and wildly signaled.

"The energy pulse released the lock on your cage?"

"RRR, BARK!"

"I know, we have to get out of here. The whole place
is unstable."

Brain raised his eyebrow as he noticed Penny's nudity
once again.

"Nevermind, Brain." Penny said, covering her chest with
her palms. "Just go find Uncle Gadget and get him outside."

Brain barked in agreement and ran off again.

"Come'on Sasha, we have to go."

Sasha weakly threw her arm around the girl's shoulder
and began to lift herself to her feet. The walls around
them groaned and creaked as each mechanical device sputtered
and exploded in sequence.

"There, some labcoats." Sasha said pointing to a rack near the
door. "It'll be cold outside."
~

The mountain air was cool on Penny's face as she stared up
at the sky. The large lab complex burned behind them and the
girl found herself worrying about her Uncle and Brain.

"I guess I'm going to jail." Sasha sighed.

"Sasha." Penny said, her eyes looking downward in sadness.

"It's ok, I deserve it for what I've done to you."

"Go." Penny said.

"What?" Sasha asked, her eyes widening.

"Run... Now. I can hear the police helicopters coming."

"But?"

"Sasha, I should let you get arrested. You almost killed a
lot of people. But I can't . I just can't. I know you did
all this because of me."

"Because I love you, Penny."

"I know." Penny sighed. "And that's why I'm letting you
go ... because I love you too. But we can't be together
right now."

"I understand ... thank you."

Sasha threw her arms around the girl and kissed her.
Pressing her lips against Penny's with firm force.

Penny then watched as Sasha walked away slowly, stopping
once to turn back and give a longing look. Then, she turned
once more and disappeared into the mist.

Suddenly, Penny heard a familiar yell coming from the
exploding building.

"STOP! I know you work for MAD! HALT!" Inspector Gadet was
in hot pursuit of Brain who was cleverly disguised as
a labworker.

Penny breathed a heavy sigh of relief, and decided to make
herself scarce until the police arrived.

THE END ... for now