Disclaimer: This story has nothing to do with my previous Sly Cooper Stories written.

Summary: Alternative plot. What if the Contessa succeeded in brainwashing Carmelita? -and what if Sly and the Gang never showed up? Rated M for F/F lemon, hypnosis, etc. Personal Description: a crazy idea that wouldn't go away. Hope you like.

Black Widow's Victory

"Why are you doing this?!" ex-Inspector Carmelita Montoya Fox asked, struggling to break free from the restraints of the Iron Tech-250. Not only was the vixen immobilized and helpless, what with her wrists and ankles restrained to the edges of the board, but she was forced to endure the rays of the Clockwerk Eyes above, which cast their red light waves upon her imprisoned form. "Neyla, She set me up, I'm an honest cop!"

"Of course you are." the Contessa replied, her clawed finger tips dancing along the keyboard of the Mind Shuffler, "I've read your psychologically profile... I know that you're honest."

"Then why are you doing this to me?" the vixen asked, feeling herself absorb the light rays from the Eyes, and feeling, bit by bit, her mind begin to whether away, slightly.

"Because dear... you're honest." The black widow explained, "You see, by chasing after Sly Cooper you've learned too much about the Klaww Gang and its spice operation. It was only a matter of time before you figured out that I was a secret member... so when Neyla gave me a chance to put you in custody I took it."

"Coward. You're a disgrace to Interpol!" She hissed, venom in her eyes as her anger grew visible, "I'll make it my life's work to destory you."

"Oh, I'm afraid your life, let alone your 'life's work', isn't going to last much longer," the Contessa exclaimed, "Once I integrate the Clockwerk Eyes into this device you're 'life's work' will be whatever I tell you."

"I won't be brainwashed that easily."

"Quite right, it won't be easy... or painless. But I will reprogram your mind and you will take the fall for me at Interpol." The Contessa told her, her lips forming a devious smile. "Now, just lay back and relax, go to your happy place...and stay there forever."

With that conclusion, Carmelita felt defeated, her fate sealed. She pulled at her shackles again, however, unwilling to accept becoming a mind-wiped zombie slave to that bitch! Though at this point, after pulling and struggling at the restraints for at least an hour, she had pointlessly wasted her strength in the gesture. It seemed useless, for the Iron Tech-250 was crafted with reinforced steel, and even if she were to escape from her restraints it wouldn't matter, for the Shadow Guards could easily pin her down before she could reach her battery pistol.

The vixen began to ponder, trying to think up the perfect plan to escape the Re-education Tower, all the while, she observed all around the chamber that resembled a medieval dungeon where torture was performed. She viewed the textures and architect, the doorway entrance to her right, where a trio of Shadow Guards stood, the bars to her left, all of the computer equipment, the Mind Shuffler, the Contessa... And then she glanced at the Clockwerk Eyes, hanging from above.

Carmelita's own eyes felt drawn to the swirling spiral disc that resided behind those two bright red orbs, as they shimmered and cast red psychic waves in her direction. Her eyes immediately absorbed the rays, as did she feel her body and mind do the same. Each wave felt warmer after the next one, upon light touching flesh, it almost tickled her, and it was reluctant that she didn't even giggle in response. She only squirmed. For a slight second, which was actually an hour, she stopped pulling, her attention transfixed by the Eyes, which appeared to grow brighter the longer she stared at them, her eyelids feeling heavy, her very mind slipping away... down a soft, gentle stream that carried her...

She shook her immediately, purging the very thought of submitting to the Eyes' power. This is how they control you, the vixen thought to herself, If you give in and fall asleep, who knows when you'll wake up? She took its advice and tore her vision away from the Eyes and spiral disc, snapping her eyes shut so they couldn't creep into her mind. Already, she knew, simply staring at it had made an hour fly like a second, and if she looked again... she didn't know what would happen if she did.

As she stared into the darkness of her own eyelids, the temptation to look, to even steal a peek, was unbearable, it was urging her, like a drug, and she felt as if she couldn't outrun it. It was the memory of those Eyes that wandered around in her mind, a distant, dream-like memory of the beautiful red orbs and disc that kept fading away, begging her to stabilize them, to obtain a better memory of it. Just one look, suggested a random thought, Just one quick look, and you'll never have to look again, and she was more convinced by the minute.

One look is all it'll take to make you submit.

Carmelita quickly caressed the though and kept her eyes shut, suddenly aware of what was starting to happen. Her first look at the Clockwerk Eyes had already begun to implant the spiraling image in her mind, now no matter how much she resisted to stare at it, the poisonous temptation would kept urging her to look. Just one peek... The same suggestive thought poked her mind. Just one peek... Just one peek...

Finally, annoyed by the continuously assaulting thought, Carmelita gave in, slowly pulling her eyelids away from blocking her vision, and found those two red orbs again, gazing at her as if they awaited the return of her eyes.

It surprised the vixen, she hadn't remembered them glowing so bright before, she had just noticed how bright they were now, and by the sudden increased number of psychic waves that were being produced. Carmelita was also now noticing how the spiral disc behind the eyes appeared to expand and grow, now crowding the entire ceiling above her. It looked like a red whirlpool that rotating without end, easily swallowing everything, even her eyes, to the center, where the Eyes continued to stare.

Little by little, she felt herself pulled into the endlessly expanding whirlpool, but didn't feel her body rise and fall into it. According to common sense, it couldn't pull her into it and carry her away because of her shackles, as they kept her restrained to the iron tech-250. However, even though she couldn't be stolen away from where she lied now, it didn't stop the spiraling whirlpool to take her, piece by piece.

As Carmelita lied helplessly underneath the gaze of the two red orbs, she began to watch several thoughts being stolen from her mind, thoughts that were stolen and were launched into the whirlpool. It was all happening so fast, and continuously without end, that she couldn't seem to close her eyes again, to close her eyes and stop the process. She tried to look away from the Eyes and whirlpool, hopefully the disconnection would put an end to this, but unfortunately, the whirlpool had spread out and invaded the walls and floor. Everywhere around her she could see the whirlpool's spiral, and as she even caught a small glimpse of it, her eyes fell lost in the spiral until it brought her head back to face the center of the pool, where the Eyes met hers.

She kept trying to look away, to stop the brainwashing process from completion, and to stop the Contessa from winning, after another hour of all her cursing and squirming went by, the vixen found herself now reaching a state where she couldn't move. All of her muscles froze simultaneously, she was immobilized from the neck down, and now lied completely helpless under the spiral and rays. She could do nothing except watch the spiraling whirlpool, watch as all of her thoughts escaped and fell upward into the glowing red orbs. Carmelita watched as the components of her mind slipped away, her integrity, her independence, her inhibitions, her anger, especially, and at last, her very mind was stripped of thoughts.

With what was left of her own free will, Carmelita tried, with all her mental might, to hang on to the last two things of herself she didn't want to lose to the whirlpool, to the Contessa, the last two pieces that protected her very mind; her resistance and her own name. The spiral invaded her mind, already beginning to snatch at her resistance, she tried to stabilize it, to keep it standing for as long as she could. Unfortunately, after her resistance had been claimed, her name was easily snatched away, as her very mind was stripped and tossed away, now falling down into the whirlpool residing on the ceiling, leaving her body behind.

Watching the last of her mind sink into the beautiful Clockwerk Eyes, the nameless vixen lied motionless on the Iron Tech-250, starring slackjawed into the swirling whirlpool, the red orbs overwhelming her completely, taking what was left of her into a new place, her "happy place", where she would reside.

"Aha! I've isolated the brain pattern," The Contessa announced victoriously, she glanced up to spot Carmelita, lying motionless in her restraints, her expression in awe. "You and I are about to become the best of friends," she told the vixen, although knowing she probably couldn't reply.

The black widow stood up from behind the console and sauntered into the middle of the chamber, "Leave us," she ordered the Shadow Guards. The leader vulture saluted and stalked down the hallway, followed by the others.

Now alone in the Re-education Tower, the Contessa's smile grew wider as each of her eight-legged steps brought her closer to the helpless vixen, she eyed the brainwashed Carmelita, as if she were captured prey, waiting to be devoured.

But she had other ideas instead of eating her, and it wasn't only using her as a sacrificial tool to take the fall at Interpol. She studied the vixen's features, her long dark hair that hung down past her shoulders, her orange fur, her perfect body with fully-developed breasts, her beautiful face, and her glowing-blue, brainwashed eyes.

"I'm pleased you see you this way, Carmelita," the black widow exclaimed, "you don't know how much I've wanted a friend like you. And now I have you for a friend, in fact, you could be more than just a best friend.

"For you see, I'm attracted to the same gender as you and I, and you are a beautiful and sexy woman, just what I crave," the Contessa began to brush the bewildered fox's hair. "And now that you're ready for reprogramming, all of my dreams will come true."

The vixen was silent, as if unaware of anything the widow was telling her.

"Come now, my new best friend," the Contessa told the brainwashed beauty, "let's see a smile on those beautiful lips of yours."

Responding to her mistress' desire, Carmelita obediently curled her lips into a sexy, flirting grin.

"That's more like it," the black widow replied, pressing the consule on the Iron Tech-250. As a response, the shackles on her wrists and ankles loosened and released her. "Arise."

Carmelita, slowly yet somewhat robotically sat up, her arms sagged and slid in front of her, as she continued to stare into spare. Her smile remained still, lips fixated and curled, her blue glowing eyes illuminating. She sat on the Iron Tech-250 as if she were a robot, switched on and obediently waiting for her next command.

"Stand up on your feet and stand in the middle of the chamber," the Contessa ordered, watching in pure satisfaction as the vixen obeyed.

Her legs automatically stepped off and onto the floor, while from her waist up she just slumped in air, and then marched into the center of the Tower's chamber. She stood like a statue, her back straight, breasts pressed out, facing straight ahead.

The Contessa approached her motionless and obedient form, circling her from all angles, obtaining a better look at her. Carmelita what every man desired, which she understood why Sly Cooper was interested, she had the body of a model to be destined, that she could tell from her shaped-figure, yet, she wanted to see more.

"That leather jacket of yours," she began, lifting her hair out of the way so that she could whisper in her ear, "I bet it's rather uncomfortably warm in this humid temperature, isn't it? It makes you feel hot, so hot and so sweaty... And I bet you want to remove it, don't you?" She smiled venomously as the vixen slowly nodded her head. "Carmelita, remove your jacket... slowly."

Carmelita stood smiling expressionless as her arms came to life, reaching for the opening of her jacket. Each hand touched a breast, which jiggled lightly as reaction, but each hand ignored to fulfill the command given. The jacket was pulled back, detangled, and removed from her body, as only her small, revealing halter took her tops' place. Her breasts, no longer hidden completely underneath the jacket, looked as if they were ready to burst. After dropping the jacket, her hands fell limply at her sides, awaiting next desired command.

The Contessa stood in front of her, now having a better look at her. Like a predator, her eyes seemed morely focused upon her halter, the poor piece of clothing looked ready to burst open from the zipper in only a matter of seconds. She understood why men were caught starring at it, they were waiting for that to happen.

Her eyes trailed lower, however, trailing down her chest and stomach, and stopped at her tight jeans, which exposed the true shape of her legs and behind. Beside them, all that was left were her boots and gloves, all of it had to go. "Carmelita, I think it is more than just the jacket that makes things uncomfortable for you," she told the smiling ex-cop, "I bet your palms and feet are melting in their small forms of clothing, I suggest you remove them and you'll feel better. It's so hot in here, you'll feel better if you removed your jeans too."

Carmelita's obedience was inevitable, her hands extended straight in front of her, pointing at the widow surprisingly, and removed each glove, leaving her hands bare. She bent over, both her breasts dropped and were revealed outrageously in front of the Contessa, and began to untied her boots' laces. Once loose, they were both kicked off, and she stood straight up, back as a statue, smiling.

Her hands crept over and untied her belt, and pushed her jeans underneath her waist, she would have removing them completely, but the Contessa stopped her, having other plans. Why only watch her strip her clothes, when she was capable of doing it herself. She reached her clawed hands, slipping a finger underneath the waist collar, and pulled them down all the way to her ankles. She picked up the statufied vixen, lifting her out of her jeans, and placed her feet back on solid stone floor, as she now stood half-naked.

The Contessa was feeling herself begin to drool now, the mind-wiped Carmelita stood straight and still, wearing only her badge collar, her halter top and a thong of panties. All the while, she was smiling the same smile she had been commanded to do so. Her smooth, perfectly shaped legs held her in place.

"Come to me, my dear," she ordered, licking her jobs, as the vixen rotated to face her and walked mechanically towards her. The black widow stopped her a meter from where she stood, and reached for her halter's zipper. Slowly, she pulled it down until it reached the end, and then she threw it off, the fabric fell to the floor, forgotten.

The Contessa's mouth became flooded with saliva, as both large, water balloon-like glads lied upon her chest, it was tempting to touch and watch them jiggle and bounce. Now that she was practically exposed, she didn't want to wait another second.

"Come closer, Carmelita," she commanded, "You are asleep, you are dreaming, come to your mistress."

The vixen's arms, responding to the "dream" comment, flew up and extended in front of her, her breasts compressed between her straight arms. Simultaneously, she began to walk towards her, as if she were a sleepwalker, which in her condition, was actually true. Her arms floated over the Contessa's shoulders until her head was between them, and she stopped right in front of her, her own nose an inch away from her face.

"Now my dear, kiss me," the Contessa commanded, "closer, kiss me and pleasure your mistress."

Carmelita obeyed as her smile finally disappeared, her lips reforming and puckering, her soft, red lips leaned in and touched her lips, pressing deep to please her, to embrace her. Her breasts were next to touch, as they pressed deep into her chests, like water balloons, they looked ripe to squeeze, and ready to explode. She rubbed her shoulders, hearing a moan escape her lips, and laid a clawed hand on her compressed breasts. Her legs were still straight, until they were lifted off the floor.

The Contessa carried the vixen, who was still obediently caressing and kissing her, up onto her web, where she laid her down gently on the net of sticky substance, where Carmelita submitted completely to her power. While they made out the Contessa laid her down nicely and tied and wrapped her into a cocoon, the webbing substance easily attached to her flesh. She tied her all the way to her waist and caressed her tops once more, rubbing those soft shoulders and massaging those plump breasts, before they were all covered up in web.

Before she finished the job, the Contessa snatched the cop collar from the vixen's neck, "You won't be needing this anymore," she told her, "Now sleep... Sleep into slumber until I awake you..." Obediently, Carmelita's eyes fluttered closed as her entire body was completely consumed by web, only her silhouette visible.

She stuck the cocoon high into a safe place, where she would return to later. She gave thanks to the Clockwerk Eyes, for their magnificent and wonderful power. She smiled venomously, the spider had claimed her victory.