Sidekicks Kick Back 2 (Patreon)

“Good. You’ve got visual. Let’s move out!” Handmaiden's command went out as Lilith frowned from her rooftop. Grimdark was striding down the street with the usual fierce but apathetic expression on her face. Her ash-white skin, glowing red eyes and jet black hair complimented her red and skimpy black bodysuit, which amounted to a few thick straps of leather around her waist, chest and between her legs. A long red cape billowed behind her and out from under it, black tentacles occasionally shot out to flip a car or punch a hole through a wall.

The gothic Lilith brushed some green hair back behind her horns. Her slightly more tasteful shorts, tube top and assorted jewelry didn't stand out as much as her mentor's, but someone as powerful and Grimdark didn't have to worry much about subtlety. Lilith counted one some degree of stealth when teleporting and turning into shadows were her most notable powers. Then again, she was a quarter demon. Grimdark was possessed by six-hundred and sixty-six assorted demons, managing to wield their numerous powers for good by sheer willpower. Lily might look the more demonic of the two, but not once they started slinging around their powers.

"So it's one against six hundred," Lily told herself. "Or a quarter, so technically one against twenty four hundred..." She shrugged one shoulder to remind herself of the messenger bag resting there. "Whatever. Fuck it."

Lily's eyes turned all black for a moment focusing on the shadow cast by Grimdark's cape. The rest of her body turned black as she sank into the ground and emerged from her targeted shadow. "Hey, boss." Grimdark whirled around, her cape whipping behind her like a pair of wings. She raised a hand that coated itself in a fiery aura. Lily reached into her bag and threw a miniature water bottle at her mentor, popping open and hitting her with holy water when it made contact with her chest.

Grimdark screamed and recoiled as a burst of scalding steam came off her skin. "Sorry not sorry," Lily said quickly before her eyes veiled over again and she dipped back into her shadow. Two fat black tendrils shot blindly out of Grimdark's hands at where she had just been, crashing through a wall instead of her sidekick's face. It was enough to boil away a demon or two, but nowhere enough to bring down a woman of her scale. That just meant it would take time.

Grimdark looked around her the vanishing teen. She was nowhere to be seen as she poked her head and arms out of the shadows beneath Grimdark's feet. She jabbed a silver cross into her mentor's ankle and got a pained howl as she fell to one knee. Lily tried to dive again, but a large, leathery-skinned hang shot out of Grimdark's stomach and caught her by the hair. A similarly monstrous set of jaws opened up located right against Grimdark's abdomen, broad fangs drooling above her.

"You've got six hundred of these fucks and none of them can possess you better than whatever this is?" Lily hissed as she was slowly dragged closer. She pushed at the thick arm, but when she couldn't overpower it, she twisted her neck and rammed one of her horns into her pussy. The skimpy outfit suddenly backfired as Grimdark gasped sharply. All three of her hands reached for her groin as Lilith dipped back into the shadows. Her fading hand quickly chucked a holy water balloon into her stomach, making the extra appendages vanish with a sizzling mixed with demonic babble.

"I'm gonna need to fix my hair all over again," Lily panted from an alleyway down the block. Her exact range was a little fuzzy, but she seemed able to go anywhere shady and in her line of sight. "Splash, you better live through this. Nobody fixes it like you..." She breathed a quick sigh and leaned back into the shadow, warping back behind Grimdark once again. She had another mini bottle in hand, but a huge set of bat wings shot out of the gritty heroine's back. One smacked Lily in the face and pinned her against a brick wall, sending her bottle rolling harmlessly down the street. Grimdark snarled, baring some fanged teeth at her.

"You know," Lilith grunted. "The more demony you look, the easier it is for me to want to kick your ass." She twitched to one side, pushing herself further into the wing's shadow and disappearing again. Grim glared around the area before she started to fly into the air, beating her wings until there was a sounds of breaking glass. The wing suddenly gave out as she went tumbling out of control and landed on a rooftop, rolling and crashing along the rough pavement. An emptied salt shaker came clattering along behind her, falling through the burning hole it had left in her wing. That had been one of Lilith's few edges on her senior; for however overloaded Grim was on powers, Lily was so little of a fraction of a demon that the usual banes and wards didn't work on her. She'd made a sweep over several enemy bases before, messing with runes or breaking open tanks of holy water so that her boss could do the real heavy lifting.

Lilith appeared from the shadow of an air conditioning unit, but she was quickly caught by the throat. "Sorry," she grunted quietly around the choking hand. "Only so many shadows up here." Grimdark snarled and opened her mouth wide, a long and needle-tipped tongue shooting out of her mouth. "Oh shit, I hate this power!" Lilith managed before it shoved itself down her throat, writhing like a snake all the way down into her guts. Lily shuddered as she felt the appendage squirm into places she didn't know she had, kicking and choking as Grimdark released her throat and held her up with nothing but the monstrous tongue. It whipped to one side and pinned Lily to the ground, stuffing her full until she couldn't breathe.

She looked around for anything, but she was too far away from any shadows big enough to escape through. She had to settle as she touched the ground beneath her, brushing against the shadow of the giant tongue before it could make her burst. She couldn't escape into the narrow darkness, but she could still manipulate it a little. The shadow near Grim's feet suddenly formed a fist and shot out of the ground, punching her in the stomach. The pale woman gagged and held her stomach like she was trying to spit out her own tongue. Lily couldn't reach any shadows with that extra slack, but she could grab her bag. She fetched and ripped open a handful of salt packets, dumping them over the extended tongue. Grimdark gagged again as her tongue fell off in the middle, her face showing revulsion. Whether it was from pain of her bane or the taste of a lot of salt on her severed tongue, it wasn't entirely clear.

The rest of the tongue vanished, letting Lilith inhale as she ran and grabbed her bag. She rushed for the shadow of the stairs down, but they vanished as the door in front of her caught fire. Various small fires started around the rooftop as Grimdark walked slowly towards her, various limbs appearing as her hands and eyes glowed with dark flames.

"Boss, listen," Lilith warned carefully. She held up her bag of various anti-demon materials, but she was still back up to the edge of the roof. "I know you've said I can talk to you about anything. I know some part of you's in there. I know I said I'm okay, but... if you come any closer..." She hopped to the edge of the rooftop. "I'ma jump. I mean it."

The real Grimdark was clearly not in control. A set of slathering demon mouths opened on her palms and a scorpion's tail appeared from beneath her cloak. She kept on walking as Lily bit her lip, sucked in a breath, and chucked her bag off into the air. Then she jumped three stories off the rooftop. The mind controlled antiheroine looked unaffected as she went to the ledge, looking down to confirm the kill.

"Sucker!" Lilith shouted, flipping her the double bird just before she hit the ground. She turned black as she vanished into the shadows of the alleyway, reappearing from right beneath her bag that was still coming back down from above. Lilith tore it open before Grimdark could realize what was going no, and rather than empty it she turned it upside down and slammed it over Grimdark's head. She shrieked as she was exposed to a few of the banishing elements inside, but Lily pulled it hard as a lever to drag her off the roof with her. She clung to Grimdark's back and kept the messenger bag on her like a hood, wincing at her various demonic parts started to jab at her. The scorpion tail stabbed rapidly at her side and the clutching hand mouths bit at her arms and tore at her clothes, but Lily held on tight. She lowered her head to keep her horns in the way protectively, thumping her fist against the bag to break a few more of the containers of salt and knock around the voodoo talismans.

"Come on, dammit," Lilith hissed as she felt her cold demonic blood running down her skin. "How many of you little shits do I need to banish before-" She paused to focus, thrusting a hand down at the onrushing pavement. She warped back up again to the roof, still falling with the momentum of the first time. She clenched a fist and pulled it inward, sending a barrage of shadowy fists flying out of the alley walls to pummel her master from all sides. She subconsciously sent plenty to her face, tits and belly, and any bruises or cuts were quickly regenerating, but her struggles were finally slowing. "Alright. All of nothin," Lily hissed. She warped through the ground one more time, popping back up at the rooftop and kicking off from Grimdark. It sent her master flying head-first towards the pavement, a loud crunching sounding as the various containers busted open around her head. A fall wouldn't kill a real demon, or even a possessed person like her, but it certainly did a number on their bones. Landing on a huge mix of holy water, salt, runed pendants and crucifixes certainly helped.

She stopped with a jerk and didn't move apart from some faint sizzling and whispering noises of the demons basically evacuating her body at the exposure to all their weaknesses. They'd come back as always, but the broken body of her teacher was at her feet. It would take her plenty of time to grow back from that.

"Okay stop!" Lily essentially ordered herself. She threw a hand up, well aware from experimenting that the same amount of momentum was behind her right now. She'd basically fallen a dozen stories by now as she conjured a thick band of shadows out of the walls. She caught herself with a fist wrapping around it, jerking to a stop just above the ground.

"OHHHHH UNHOLY FUCK!" There was a nasty popping noise as Lily stopped her descent, just to collapse on the ground in a short drop. It still hurt like crazy as her shoulder bulged in a concerning angle.

"Lil! You okay?" came Gearhead's voice over her comm, the sound of laser fire in the background.

"No, dammit. I dislocated my shoulder like a dumbass! The big shots make falling look so damn easy!" She breathed heavily for a few seconds, biting her lip. She was already sore and short of breath after her drawn out fight, but any healing factor she had was over a matter of days. It didn't do a lot besides get her over colds quickly and brush off fatigue after a quick rest. Not with this

She tried to focus. She tried to remember what her show off master had taught her with her words of wisdom: "Yea, but fuck it." She grabbed her shoulder and popped it back into place with another crunch and another scream. She collapsed on the verge of passing out, just staring along the pavement and dripping with sweat and tears. "After all this bullshit, you assholes have better done your part," Lily groaned before letting herself pass out a while.

Uberfrau, the German heroine who was briefly hailed as a "Nazi war goddess," now rained terror on the Americans like she had been intended. She floated over the city, gesturing lazily before a bolt of lightning or a ridiculously powerful wind tore up the streets below. The muscular blonde in her American flag-patterned two piece (once meant to show her true loyalties to The Allies) now felt even more ironic that she was attacking the city under the villain's command.

Then a cinder block hit her in the back of the head. The sturdy woman jerked and stopped her attack to turn around and scowl. Her genetically modified senses spotted the husky blonde girl hopping down from a rooftop several blocks away. With a gesture, the winds keeping Uberfrau afloat propelled her after the fleeing assailant.

"Little further, little further," Wonderbra panted as she pumped her arms and legs in an impressive sprint. She was dressed in her usual attire, a bright blue one piece with a few tactical pads that she always felt like made her look fat by highlighting the worst angles of her. She had added a pair of thick bracelets, courtesy of Gearhead and Handmaiden, and her heavy rubber boots thumped over the streets as she ducked through an alley towards her destination.

Uberfrau floated after her, riding the winds and hurling another lightning bolt after her. The bolt struck the power lines overhead, soaking the hit but making them fall hazardously close to her sidekick. Wonderbra just picked up her pace for a sprint, puffing and focusing on the route they had agreed on in the planning stages. Never down the main streets; always in narrow alleys or under telephone poles. Always something that could take the hit for her when Uberfrau's weather powers kicked in. Wonderbra finally spotted the low building and threw open the doors, slamming the shut behind her. She sighed and leaned against a pillar to rest a moment while she heard the faint sounds of the raging storm outside. She heard thunder and howling winds, but the building barely even rattled. The building was once used as a tornado shelter when things were especially nasty. Having a superheroine who controlled the weather made it effectively useless, but Wonder was glad that they kept it up and running.

Finally, the weather came to a stop. Wonder spotted the loudspeaker's controls and started them up. "Uberfrau? This is Emma," she said, speaking in German in hopes of reaching her better. "This is a storm shelter and even if you control the weather, you can't break in with the weather. Now you always told me how the Nazis tried to control you but they couldn't. You're better than this and you're stronger than this. Why don't you fight back and-?"

The door was kicked open. Uberfrau stood there glaring at her, grabbing a large and heavy cabinet in one hand and throwing it in the way of the door to trap them both inside.

"At least you are stronger zen zis," Emma sighed as she carelessly dropped the microphone to the speakers. At least inside the weatherproof structure, she had taken away Uberfrau's biggest advantage. She couldn't command the weather when the weather was all stuck outside.

Emma threw a punch at Uberfrau, but even without her elemental might, the woman was faster than she was. The ex-Nazi caught Emma's fist in mid-air and kicked her in the stomach, sending her flying back several yards and through a folding table. The blonde scrambled back to her feet and threw up her arms just in time to block a high kick from the flag-clad heroine. It still made her boots scrape across the floor, budging her a few inches even as the sidekick absorbed most of the hit. The scowling Uberfrau's face went unchanged as she swiftly changed positions to grab for Emma's throat. Wonderbra caught her wrist with both hands, just able to stop her from getting her hand around her neck. Uberfrau's other hand went for her hair but she caught that hand as well, barely holding her back as her super strong open hands went for her head on either side.

"You did show me all of your best moves," Emma grunted, her face growing red with effort as she held her back. "But not all of zem!" She suddenly pulled on her mentor's arms, making her stumble forward. As she came in, Emma thrust out her knee and slammed her dead in the crotch. The Unstoppable Uberfrau's blue eyes and red lips fell wide open as her hands went to her crotch, the first sign of emotion short of hatred she'd shown the whole time. Her wide his thrust out behind her as she nearly doubled over. Uberfrau was always walking a fine line as a publicly confessed Nazi super weapon; she was a fair and moral woman who had a sparkling clean record ever since she defected to the Americans. Fighting dirty was off her list, let alone much attention to her privates. She wouldn't have seen a knee in the pussy coming.

"I promise I'll apologize later," Emma said as she grabbed her heroine by the hair. She turned sharply, hurling her with a mighty hip-toss that slammed her into the reinforced wall nearby. Uberfrau wasn't even over the low blow when she hit the ground and Wonderbra followed up with some swift kicks to the ribs. Her mentor's breasts jiggled in her tight top as she curled up, but Uberfrau grabbed Emma by the ankle. Her hand crackled with electricity, but the younger blonde ignored it and slammed her heel into her nose. Uberfrau flinched as she fell back, leaning on one arm as she sent her shock into Emma's leg. Still she ignored it.

"Insulated rubber boots, mutter," Wonderbra sighed as she threw another kick into her stomach before backing off. She wanted to get in as many cheap shots as she could before her mentor got back up, but didn't want to push her luck. She stood ready with her fists raised, but Uberfrau threw up a hand. The air tickled across Wonderbra's skin in a familiar way, giving her enough warning to leap out of the way. Uberfrau had harness the winds to fire in a powerful gust right where she had been standing a moment ago.

"You von't be-" Wonderbra started, but a second burst of air came before she could get her balance. A burst of air from her feet blew her up into the ceiling, grunting as she crashed into and dented the reinforced metal. Before she could hit the ground, the air formed into a miniature tornado beneath her. Emma groaned, her aching head only made worse as she was whipped around in a tight circle. Uberfrau gestured subtly, keeping the whirlwind going as she approached with an ominously slow pace. She punched Wonderbra in the face as the winds threw her into the blow, knocking her silly and tumbling out of countrol through the twister. Wonderbra groaned and held her face. Even with her own super build, she swore she tasted blood and a tooth loosened. She was still her creator's lesser version, and she couldn't take much more of those.

Unfortunately, Uberfrau had plenty more. She punched the unwillingly flying sidekick as she came by like a mobile pinata, her other hand slowly flexing its fingers to keep her caught in the whirlwind. By the time she'd taken the third blow, Wonderbra was dazed and hurting all over... but she had her target. As Uberfrau wound up for her next punch, she grunted and twisted hard to one side. It didn't avoid the hit entirely, but it reduced it to a graze against her ribs. It still stung Emma's ribs terribly, but she threw out her own hand. She snatched and pulled down on Uberfrau's tits, her genetically superior tits bouncing right out as the elastic tore right down the middle. It was strong enough to take bullets, but not so much a woman of comparable power. Uberfrau's delicate public persona kicked in as she stopped to cover herself up modestly, which kept her hand busy. She barely had the sense to keep up the tornado, but that worked just as well.

Emma swept in another circle, but she had the momentum and timing on her side now. She whirled around again before she grabbed Uberfrau's bottoms, pulling straight up from her elevated position. The brainwashed heroine shrieked as her already snug outfit was wedgied up her ass and pussy, lifting her off the ground as Emma pulled with all her superhuman might. Uberfrau was hoisted into her own tornado, able to control the elements but certainly not immune to them.

The half-naked Uberfrau finally stopped her tornado, landing on her feet in a flustered mess. She went to pick out the wedgie while Emma simply speared her in the midsection, slamming her into another durable well. Uberfrau raised one of her hands that crackled with lightning, but Wonderbra flicked her wrist. The fancy bracelet triggered as it clicked and expanded into a full on gauntlet; an armored, black glove of a gadget that Gearhead had given her just for this situation. She threw up her hand and caught Uberfrau's electrified palm, the glove glowing as it absorbed the electricity.

"I know your moves, mutter," she said, shoving the hand aside and driving a metal-coated punch into her abs. The heroine gave a winded grunt as she went to one knee against the wall. "I vill not let you do zis to-" Emma had forgot to watch the other hand as it grabbed her by the side. She really needed to learn to stop talking so much... Wonderbra screamed as the lightning shot through her body, making her muscles tense and twitch as it overloaded her nerves. There was some sizzling as her costume started to melt off of her skin, eyes fluttering as her super endurance was put to the limit. Not even her enhanced anatomy would hold up for long against a few thousand volts.

She drew upon all the focus she had. Her strict but caring mentor and technically mother had pressed willpower on her above all else, and even that well seemed to be running dry. Locked into place and hardly able to move, she grabbed the wrist of the offending arm. It send the shock through her hand instead of her chest, but she slowly started to force the hand back. Whenever Uberfrau resisted, she would slam another metal punch into her ribs or chest. Uberfrau had taught her combat and pride and patience, but there were some things she only learned from her fellow young heroes.

"Stop hitting yourzelf!" Emma snapped before shoving the electric hand into Uberfrau's face. The heroine screamed and spasmed at the mercy of her own powers, remaining in control of them but not immune. The crackling only stopped when she fell unconscious, unable to summon the lightning when she'd knocked herself out. The two of them slumped to the ground, Wonderbra panting as she laid next to a puddle of her cooling melted costume. "Uberfrau ist down," she mumbled as one of her legs twitched from a lingering jolt of electricity. "Viel gluck, mein friends..." she said before she coughed out a bit of smoke, leaning on the nearby wall. "I'll ah... be catching up later."

Handmaiden shook her head as she saw her mentor at work. The woman technically had no powers to speak of, but the wealthy genius owned and WAS an arsenal. Madame Masque knew most forms of martial arts, could wield any weapon you threw at her (sometimes literally), and had a private corporation that provided her with gadgets that were always one step ahead of the peak of technology. It was why she was so handily holding off the entire police force from interfering with the rest of the Justice Bitches. Even SWAT teams went down in the face of her gas bombs and electrifying darts, all thrown or shot perfectly by the steampunk heroine.

Her high-heeled boots, long black gown, tight corset, operatic black mask, and securely pinned down black hat (buried into some deeply curly brown hair) gave her a dated look, enough to throw off her opponents with a perfectly modern krav maga maneuver or a pouch of micro-explosives from her many-pocketed belt.

Handmaiden flexed her fingers into different positions and stances. She quickly vetoed any of them, knowing that Madame Masque would have a counter to them. Even her gear wasn't up to snuff with her mentor's, seeing that she had the most powerful loadout since she was the one in the front lines. "Can't plan for everything," Elizabeth told herself, reminding her self of her mentor’s advice. “But you can try.” She ran a hand through her short, brown-red hair behind the maid headpiece. She adjusted her mask and, she flung one of her throwing stars (the ones designed to look like a clockwork gear) from her perch on the rooftop. Masque ripped the helmet off of one officer just to smack it across his face with the blunt end, pausing just to raise the helmet and block the throwing-gear.

Handmaiden rolled her eyes behind her mask and shouted down. "Zut alors, officeur! I shall handle zis imposteur!" she called in her awful French accent. It was what people expected these days. She saw the subtle movements of Masque's... mask as she looked between her targets, just to rush towards Handmaiden's position. She pulled out her steampunk grappling gun and launched it up to the rooftop, catching the hook against an air conditioning unit.

"Okay!" Handmaiden told herself. "Go time!" She took another of her throwing gears and flung it over the edge of the roof. It sliced right through the thin but strong cable of the grappling gun, but Masque simply dropped it and drew a second one without a moment's hesitation. She rocketed up the rest of the way, landing with a clack of her heels against the rooftop.

Handmaiden reached for her stun gun, but Masque had already flung a set of bolas at her. The long chord whipped around her arms and bound them to her sides, trapping the sidekick seconds into their encounter. "Well that's one down," Handmaiden grunted, forcing herself to stay standing. She twisted her fingers around against her lacy dress, reaching into one of her many pockets and drawing a retractable knife. She quickly sliced the bindings open, lunging back just in time to avoid a deadly haymaker from her mentor. Handmaiden tried to swipe back at her with the short blade, but Madame Masque was more than used to trading blows with gangbangers. She dodged and caught her wrist, sweeping her maid's legs out from under her and shoulder-tossing her into the concrete roof. She pinned her wrist to the ground and forced the knife from her hand, twirling it back into her own grip instead.

Handmaiden threw her weight into the pinned wrist, using it for balance to throw an acrobatic double kick at Madame Masque's head. The corseted heroine dodged back to avoid her, but it allowed Handmaiden to roll free and get some distance. "Sorry about all this," Liz said as she reached into another pocket on her reinforced apron. She tossed a handful of pellets that clacked together in midair and burst into some disorienting flashbangs. Masque already had her hand going up to her mask, tapping the hidden button to trigger her protective filter. While she largely ignored them, it kept one hand busy enough for Liz to spin and throw a kick at her. She blocked the one, but her other arm was still against her mask when Handmaiden's kick connected with the center of her corset. Her breasts wobbled around inside as she staggered back, her dull expression showing a flash of almost surprise at being hit at all.

Liz didn't bother letting up there. She crouched and fired off her own grapple gun, winding it around Masque's legs. The brainwashed heroine pulled a razor sharp hairpin from her curls and threw it through the tether, snapping it and freeing up her legs. Liz was already charging, but even with her legs bound and hands busy, Masque threw a counter strike at her head. Liz ducked around it, but even her martial arts training only made her flinch as she saw her mistake coming. She couldn't evade fast enough as Madame caught her by her maid cap and hair, bringing her face down while the heroine's freshly freed knee went up. Handmaiden shouted in pain as she tried to clutch her face, but Madame Masque expertly caught it and twisted her arm away. It left her free to hammer her with several more knees to the face, blood from her nose staining her teacher's skirts. Liz only broke free when she pulled away hard enough, leaving a few hairs and her cap in Maque's hand.

Desperate to keep her distance, Liz threw out a device that erupted into a three-foot wide pool of caltrops. Assorted tacks and shrapnel coated the roof between them, usually used for ditching guards in the dark or pursuing cars. Masque didn't hesitate to throw some of her gear-shaped shuriken at her, but Liz drew a retractable baton to swipe through the air and deflect them. While she was busy with that, Madame Masque rushed in and flipped over the long patch of caltrops without any apparent effort. She threw a flying kick at Liz, who narrowly avoided having her face bashed in again. Her blood trickled from her nose and over her tidy maid outfit as she dodged desperately around a few more blows. Liz tossed a glue bomb at her feet, making Masque's boot soak in the expanding adhesive. It threw her off enough for Liz to land a pair of strikes with her baton across Masque's face, but her boss caught her fist on the third. She glared and dropped a pellet at her feet, a hissing spray of mild acid melting down the glue to free herself.

Liz tried to free up the weapon, just for a stiff palm strike from her mentor to send Liz flying backward. Handmaiden's legs scrambled until she was barely able to stay on her feet, dropping a couple smoke bombs between them. Liz saw the glimmer of Masque's mask activating to scan through it, so she made a sprint around the cloud to throw her off. A few throwing stars and a baton went flying past Liz as she dodged around them, but just barely. She heard a clattering from the caltrops she'd left in the middle of the cloud. Handmaiden held her breath and hoped they had worked, but as the smoke cleared Madame Masque was simply holding a powerful magnetic rod in her hand, the spikey debris stuck all around it like some nasty miniature nailbat.

"Worth a shot," Handmaiden sighed. She whipped another throwing star at Masque, who neatly swept her magnetic rod and caught that as well. The brainwashed heroine marched towards her with the faintly humming weapon in hand. She took a swipe at her and Handmaiden dodged away from the spiked bludgeon, knowing she didn't want to experience that in the hands of one of the world's best martial artists. Masque intercepted her dodge with a leg sweep, dropping her sidekick onto her back and raising her weapon for a finishing blow. Handmaiden didn't have time to flinch as she dug into one of her many pockets and whipped a micro-explosive at her. It immediately caught onto the magnet, blinking and beeping as Masque froze up. Realizing what had happened, she threw the baton away and they both shielded their faces. An explosion went off and launched the bits of sharp shrapnel all over, scratching up their skin and clothes until they were left with several bleeding cuts and just a few charred, shredded scraps for clothes.

By the time Masque looked back at her opponent, Handmaiden had crawled a few yards away. Breathing heavily, the sidekick pushed herself up to her knees and checked one of the cuts on her arm. They were fast and random, so while painful, they were thankfully nothing that seemed crippling or life-threatening. Liz shook her head and laughed softly.

"I always hated this costume," she admitted wearily. Madame Masque just glared back at her with the same ruthless expression. "You get to wear the sexy corset and get the flashier gadgets while I get to look like a servant. Which... I guess I am. I get that. But there's one thing I have that you'll never have..." She patted her maid's apron with a smirk. "And that's pockets."

Madam Masque sneered at her and reached down to her utility belt. Her expression went blank as she patted it down, feeling through its various pouches and finding nothing left. Liz had known that her real role as Handmaiden was as the gadget mule. She had her big apron to carry a nice selection of tools for Masque to fall back on if she got in a tight spot. Anti-shark spray and silver bullets weren't always necessary, but they paid off sometimes so it was good to have them around if it came up. Masque wanted to travel light while remaining well-equipped, so Liz couldn't beat her in a fist fight or even weapon by weapon. She couldn't win in stamina, but if she made her use up enough of her gadgets, suddenly she was the only one with anything left. Her long term plan left her bringing a gun to a fistfight.

Masque quickly tried to charge, but Liz drew a backup grapnel gun and fired. Masque hopped over the tether, but Liz drew her clockwork-looking stun gun and fired it into her chest in midair. Masque shuddered as her padded corset took part of the electric shock, but her open cleavage caught the rest. She dropped to the rooftop spasming before she was able to rip it away with her finely gloved hand. Liz rushed in and threw a kick at her face, but Masque quickly caught it by the ankle. Before she could counter, Liz gave up on her footing and leapt, swinging her free leg to kick her squarely in the mask. It was on securely enough that it didn't fall off completely, but it as knocked askew and she heard some of the more fragile circuits inside shorting. Masque winced and held her face, trying to right it again. Liz had already pulled from her backup supply of smoke bombs and a rebreather, dropping the gas pellets to leave her mistress with a malfunctioning visor and choking on the smoke.

"Come on, come on," Liz muttered fumbling through her pockets. She knew where everything was, but the dirt and blood was making a mess of things and her hands were starting to shake with exhaustion. She flung out a few last minute gadgets as Madame Masque stepped out of the smoke cloud, her visor sparking like she was some half-naked, malfunctioning steampunk robot. She came charging after her, just to walk right between the sonic emitters that Liz had set up. With a faint keening that stung Liz's ears, Masque shuddered violently as the penetrating noise left her disoriented. She had always said that no matter how strong, there were always weak points on the human body. The inner ear was always a big one. Masque shivered, sputtered some vomit over the rooftop in a very unheroic way, then collapsed in a crumpled heap. Liz pulled out one more gadget to check on her vitals; out but alive. just what she'd hoped.

Looking over her already torn uniform, Handmaiden sighed and slumped against a chimney. She ripped off one of the loose chunks and started wearily binding her wounds. "You girls holding up?" she asked breathlessly. She received a bunch of displeased grunts from the others. "Good enough. I'll catch up when I can, but keep at it. We can still win this."