The New Replaycement

Willow chewed on her dirty blonde hair nervously and shivered with fear as her boyfriend Daniel tried not to be intimidated by the men flanking him. It was pretty hard, seeing as they were both muscular black guys with tattoos, guns and knives and he was a softly spoken nerd who had never been in a fight in his life.

Willow was no fighter herself.  As her name might suggest, she was tall and thin with barely any curves and had a naturally shy and nervous disposition. Of course her parents can't have known she would turn out to resemble her name - but she had.  Even worse, she had been bullied relentlessly at school for it and it had left her emotionally scared.  She still lived in fear of her old bully and had nightmares about the stronger, more beautiful girl dominating her and flushing her head down the toilet whilst she laughed to her cronies.

"So weak and easy to bully. I bet the little bitch hasn't even been fucked yet. Bet she wishes she could be a hot bitch like me... but she'll never amount to anything!"

Even now in mortal peril, the flashbacks from school would come back to haunt her at the worst possible moments.  Gasping for air, she took a hit from her inhaler and cringed as one of their captors smirked at her and laughed.

"Are you sure this bitch is the right girl? The boss will be mad if we give the stuff to the wrong person."

"It's her alright," growled his companion.  "The boss was very specific before they died."

Willow's mind was racing, trying to process everything that was happening.  How could their boss be both dead and be annoyed if they got it wrong?  This didn't make any sense. It felt like she was missing something vital. She tried to review how she had ended up here - desperately searching her mind for a clue.

It had all started an hour ago when she and Daniel had been walking down the street holding hands. It was a beautiful day and her mood had been optimistic. Daniel had told her he had a surprise for her and she was pretty sure today was the day he was finally going to ask her to marry him.  She couldn't wait to put a ring on her finger and be his wife - she loved him so much.  She'd met Daniel at her current job - working in an office.  Nothing glamorous, but they'd hit it off together at the water cooler like it was some cheesy sitcom, and now they were in a positive and fulfilling relationship.

They'd just gotten to the intersection - when a car had suddenly pulled in behind them.  Four men had jumped out and Willow had begun to scream as they'd clubbed Daniel to the ground and grabbed her arms.  Something soft had been forced into her mouth - a gag - and black hoods had been pulled over their heads as they'd been bundled into the cars in broad daylight - their attackers seemingly unconcerned about the witnesses and passers by around them.

Unable to see, Willow had whimpered and shivered in the car, her mind racing.  She felt sick and almost hysterical, but had held it together when a man had hissed in her ear that if she didn't stop thrashing about, he'd smack her around.

So it was, they found themselves in a house - clearly the headquarters of whatever gang had kidnapped them, awaiting an unknown fate.  The bags had been removed, and the gag as well... but so far there was no information on what fate awaited them.  Their captors had refused to talk and had merely threatened to hurt Daniel if either of them tried anything funny.

"Ahhhhh here they are," said a voice dripping with glee as a tall and powerful black man walked into the room with the stride of an Alpha male.  He looked down at Daniel with contempt and ignoring him sat down next to Willow.

"Hello Willow.  My name is Dean and I am SO glad you're finally here.  We've been rudderless since the boss got taken out by the feds.  The fuckers shot five of our gang whilst they were trying to escape in a car, including the boss and in one move nearly took us out."

Leaning back casually he opened his arms expansively.  "This is about all we currently have left of our little empire. Our rivals are swiftly moving back in on our turf, and if we don't get the boss back - we're fucked.  You see SHE was the one who turned us from a piece of shit small time gang into major players. If she hadn't been taken out, we'd have crushed the rival gangs by now and become the most powerful group around.

"S... she?" stammered Willow.

"Yeah.  Most of the gang are male, but we followed Karlee because she was so bad ass and evil.  She had us all eating out of her hand and inspired us to be virtually unstoppable.  We need her back and luckily she prepared for this day."

As Dean spoke the name Karlee, Willow groaned in fear and felt her throat tighten up in fear.  Her heart hammered and her hands shook.  Karlee was the name of the girl from school who had bullied and tormented her.  Karlee was the name of the bitch that had run the school like a little empire, making all the bad boys her playthings and making them serve her.  By the time they graduated - she had been running a cartel of small time drug dealers, thugs and bullies who were responsible for most of the anti-social behaviour and small time crime on campus.

It looked like upon leaving school Karlee got even more involved in the criminal underworld and had turned herself into a minor crimeboss.  And now she's dead, thought Willow - a mixture of relief and angst flowing over her.  

"Yeah that's right bitch.  Karlee told us all about you.  She made it quite clear that if anything happened to her, you'd be the perfect person to replace her."

Willow's mouth dropped open in surprise. "Wh.. what are you talking about?"

Dean had been busy whilst they were talking and had opened a case that had lain on the table since they had arrived.  Inside a foam compartment were several vials of a milky looking substance - each tube marked with the word 'Replayce'.

"Luckily Karlee secured a big drug deal before she bought it and manged to get us a little insurance policy.  This shit is called Replayce.  It's a chemical that breaks down DNA or some shit and turns it into a virus that makes it overwrite a host body.  Even better, so long as even the smallest piece of original DNA survives, it carries all the genetic memories of the original allowing their mind, memories and personality to overwrite the host body.  At least that's what Karlee told me."

"We took some DNA from her and mixed up a vial.  Now whoever drinks this becomes Karlee, with all her memories up to the moment of death.  And she wants it to be you."

Willow's eyes opened in horror.  She tried to back away, but there was no where to go. "N... no! Why me?"

"Haha, why not you?  The drug isn't guaranteed to work effectively unless it has the right host.  One whose DNA and mind is easy to overwrite.  The best host is someone who knew the original copy in real life - who can be more easily corrupted into becoming a replacement. Of course... if you won't drink it, then we can always make lover boy here take some."

Willow shuddered.  She suddenly had a horrible vision of her beloved Daniel moaning in pleasure as his chest erupted with Karlee's obscene big boobs.  She imagined his hands reaching down to his shrinking dick as Karlee's tight pussy opened between his legs and her big bully ass swelled out. 

"Mmmmmh, let me smother her with my ass boys... this will be fun..."

She squealed as a flashback and the actual sound of Karlee's voice throbbed in her mind. She knew exactly what an evil slut Daniel would become and it terrified her.  Her bully would be reborn in her boyfriend and then Karlee would have her revenge on Willow.  No... she couldn't let that happen. She would protect Daniel at any cost.

Besides, maybe the drug wouldn't work. Maybe she could fight Karlee and retain control of her body and mind?  She was stronger now than she had been at school. With a resigned nod, she took the proffered vial and began to raise it to her lips.  "I'll do it."

"No Willow," suddenly shouted Daniel, his face a mask of anguish as he surged up from his seat. "Don't do it."

"Shut up bitch," laughed one of the men savagely cuffing him across the head and causing Daniel to stagger back to his seat.  Pulling out a gun, the man put it to Daniel's forehead and grinned at Willow.  "Hurry up and drink you dumb little slut or I'll end this fool right here.  The sooner the boss gets back, the better."

Realising she had no choice, Willow swallowed the strange liquid, draining the vial.   Part of her wanted to spit it out, but it actually tasted kind of nice.  Dropping the vial, she waited in fear, preparing to fight any changes - but nothing seemed to be happening.  Hope surged in her chest.  It didn't work!

You wish you stupid slut.  Here I mmmmmh, come.

A slight rise in her pulse and body temperature was the first indication something was wrong. Her skin and teeth itched and Willow ground them together as she felt her bones begin to ache. 

"Fight it Willow, fight it!" groaned Daniel from the sofa still nursing his head as he saw to his horror that Willow was starting to transform.  The pain she was in was receding to be replaced by a flush of pleasure emanating from her breasts and pussy.  Was this how it felt to be Karlee?

Fuckkkkk, this actually feels pretty good.  

Willow groaned as her lank blonde hair began to darken and take on volume.  Her usually plain features began to become more exotic as her flat chest started to swell for the first time in her life.  A sudden flash back of Karlee at school mocking her for her lack of boobs ran through her head - only this time she was the one with the swelling tits and it felt good.

Karlee's big bitch tits will look great on me, ran a treacherous thought through her head as she gasped and tried to fight the changes overcoming her body.

Why fight it? Haven't you always wanted big fucking tits that make men stare.  Feels good doesn't it?

Willow stroked her body, enjoying the changes and feeling her resistance fade as she transformed. Her skin tanned and softened as her skinny ass inflated to give her the curvy bitch body she had always been secretly jealous of. Muscle tone spread across her body - giving her Karlee's powerful curves and highly fuckable body.  At school boys had been unable to resist her. She'd been a Goddess to them and had learned how to get what she wanted.  It must have felt so good to be her.

Soon you'll know how it feels.  You're going to be such a fucking bitch.

"Ohhh fuck yes," moaned Willow aloud for the first time.  "I'm becoming so fucking powerful."

Willow had to admit, she'd had sexual fantasies where she was Karlee and had the power back at school  Being bullied had taught her a lot about how she could BECOME the bully if the tables were ever turned... and now that's exactly what was happening. 

"Mmmmh, oh yessssss, I like how this feels."

"NO!  FIGHT IT!" screamed Daniel as the gang members watched in glee as their boss began to return, it was clearly working.

"Fuck, she's really turning into Karlee," grinned Dean.  "This Replayce stuff is amazing.  With it, we'll be unstoppable.  Any member of our gang gets wasted, we can just bring them back."

Dean always was smart, that's why he makes such a good lieutenant... and a lover... came a thought unbidden into Willow's head and she grinned as she realised it sounded just like Karlee's voice in her own mind.  Her own internal voice was changing... her mind was changing too and she liked it.

Yessss, why shouldn't it change?  You have the body, now why not have the mind? purred a wickedly satisfied Karlee as she began to take full control.

All those years I bullied the shit out of you - did you ever dream you'd become me?  Soon you'll be an evil fucking slut and love every minute of it as we become the new crime lords of this city.

Willow's face curved into a smile at the thought of the sex and power she would soon have as Karlee. As it did so, her own features began to fade and Karlee's wicked smile and sexy eyes became her own as the last few physical changes took place.

That's it bitch.  Embrace my body - let it become yours.  You love how this feels.

"Oh yes, I look SO much better now," grinned Willow.

Now lets sex you up slut.

Willow giggled as she felt her pussy tighten up and her abs become stronger.  She slapped her own ass with a giggle, loving how big it now felt.  Perfect for getting fucked.  Her body posture changed, becoming sexually aggressive and confident as she groped her own breasts in full view of all the boys and moaned in pleasure.

"Oh fuck yes, I feel like such a fucking bad bitch and I LOVE it."

"Nooooo, Willow!"

Daniel cried as he saw his girlfriend losing herself to her new body.  But even worse were the mental changes.  Willow was still vaguely in control - but she was losing herself fast and soon only Karlee would remain.

I can't wait to fully become Karlee... soon I'll be the bitch I always wanted to be.

"I'm nearly transformed, but these fucking clothes are pathetic and holding me back," spat Willow as she looked down at herself. "I can't believe what I'm wearing.  Are my outfits still upstairs?"

"Yes boss," grinned Dean.

"Good.  Keep an eye on this loser and I'll be back soon."

Walking out of the room with a new confident strut, Willow found she remembered the layout of the house perfectly.  Stopping only to pick up a handgun, she clicked on the safety and slid it into her panties. She liked the feeling of power being armed gave her.  Leaping up the stairs she burst into her bedroom.  Things were only a little dusty, but at least that meant the boys hadn't been through her stuff.

"Gotta get these dorky clothes off," sneered Willow.  "You always were such a fucking poor dresser Willow," she grinned grabbing something more suitable. All her clothes were here.  Crime really did pay.

"Now this is more like it," grinned Willow pulling on the tight fitting dress and killer heels her old self had loved to wear. "A fucking hot slut like me should always dress the part.  Mmmmh, putting this on is accelerating my transformation. I can feel the Willow part of me slipping away."

Wait do... do I really want to lose myself completely?  I... I don't know anymore.

"Remember when we were at school," grinned the newly clothed bitch as she ran hands down over her perfect body.  "You were too weak to stop me Karlee then and you're too weak now.  We know you fantasised about being her, about being popular, powerful and evil.  Give in and admit what we both want. Why fight the chance to have everything we always wanted?"

Yessss, oh fuck yessss... I want to be you. I want to be... Karlee. Ohhhh shit I'm cummming!

Karlee grinned and orgasmed as she felt her old personality and memories slipping away.  The Replaycement had worked perfectly. Her plan had worked perfectly.  Even death couldn't stop her. 

"Fuck yes, I'm back and badder than ever."

Soon she'd lead her gang back out onto the streets and they'd take back control. Meanwhile, there was now only one loose end to tidy up.

*********

Walking into the living room to the whoops and cheers of her gang, Karlee giggled and held her hand up for quiet.

"I'm back boys and boy am I fucking HORNY.  This bitches body hasn't been fucked good in SO long and even though I've replaced her I am desperate for some dick.  Before we make our plans to take back our turf, how about I reward your loyalty with some hot fucking?"

"Sounds good boss, but what about him?" asked Dean thoughtfully as he gestured towards Daniel with his gun.

"Make him watch," laughed Karlee.  "I have plans for him anyway, but first he can see what a hot slut I am now."

Turning to Daniel, Karlee giggled as one of her men handed her the ring box they'd found when they searched him.  "Awwwww, were you gonna ask Willow to marry you? Too bad - she's gone now and I'm the better model.  Maybe you'd like to marry me and be my cuck Daniel?"

"Yo... you're evil!" sobbed Daniel as Karlee laughed with glee.

"That's right... I am and I love it.  Your stupid girlfriend loved it too.  She gave into becoming me so easily.  She wanted to be an evil bitch and now I'm making her dreams come true.  She secretly despised you anyway, do you know that?"

"Y... you're lying!" screamed Daniel as Karlee laughed again. 

"Maybe I am, maybe I'm not, but you'll never know for sure.  Willow is gone forever. Now shut your fucking mouth and enjoy the show.  I'm ready boys."

Karlee's minions were only too happy to obey - and in moments she had two thick powerful black cocks in her eager hands.  They knew exactly what she liked.

"Mmmmh, Willow could only dream about cock like this," giggled Karlee. "For me - I can have this whenever I like.  Being the boss feels good."

The men groaned as their Mistress went eagerly to work - sucking dick like she was desperate for it.  Glug, glug sounds filled the room and Daniel wept as he saw what a wicked slut had replaced his beautiful girlfriend. 

"Mmmppphhhh," glugged Karlee as she popped a cock out of her mouth to speak.  "Don't worry Daniel. I can see your heart is broken and you have nothing to live for anymore.  So I'm going to put you out of your misery.  We can't have any witnesses to what we've done here."

Returning to her enjoyment, Karlee slid her wet pink lips around one big dick and used her hand to pump the other. Her men moaned in unison, totally under her control as she expertly fellatioed their cocks and made them gasp in pleasure.

I can make men do anything. I can be the ultimate slutty bitch and have everything I ever wanted. No one can stop me.

Enjoying the look of terror on Daniel's face - his assumption that she was about to kill him - Karlee took her time with her men.  Eventually though it was too much and with joint groans they began to cum, emptying their balls all over her face and chest.

She sucked on their cum, luxuriating in the taste and feel of it.  Oh how she loved this!

Mmmmh, this should do the trick, all this powerful cum from my two most loyal men should do perfectly.

Thick globs of cum dripped down her chin and onto her massive breasts.  Karlee loved how it felt. She was never more alive than when she was being a bad bitch.  Now to put her unique solution to the Daniel problem into action.  She'd thought it as soon as she came back.  Her inventive and evil mind was the reason she was the boss. If she was right, this could unlock new opportunities for the gang Grabbing a vial of Replayce, she grinned as she scooped up her mens sticky cum with her fingers and dropped it into the vial.

"As you can see Daniel, my men are loyal and powerful and I could always use more soldiers in my army, especially as so many died when they took me out. I have no idea what's going to happen when the DNA from two of my men combines in this vial, but I suspect it will create a loyal super-soldier who will do live to serve me. So you're going to drink it and then we'll see if I'm right."

Daniel tried to resist, but it was useless. As her men held him down, Karlee forced the vial into Daniel's mouth - French kissing more hot cum into his mouth just to be sure.  

"Bye bye Daniel," giggled Karlee.  "I can't wait to meet your replacement."

As he began to shake and moan and thick muscle spread across his changing body Karlee grinned.  Her theory was right - as usual.

Now there would be no way ANYONE could stop her gang...

THE END