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A bit late posting this one, as I got a bit obsessed with tinkering with the background on this one!

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Marston

Really impressive !

Agent00Soul

She stole Red Sonja's bikini top!

Freedom-Legion

A brilliant piece. I really love how well it captures both the pleasure Penny feels as she changes as well as the drastic change in personas. The contrast between Penny and Barbaria is portrayed marvelously.

Confidente100

Agreed! Manic, did you draw this on a whim?

Offcamber

I prefer the Penny vs of Barbaria!