(In this story, Penny is 18, and she and Brain have been on the Metro City Police Force for several months. The date is October 30, and just as she and Brain were about to return to the police station at the end of their patrol shift, the dispatcher notified them of a bank robber on the run nearby. We join them just as they are catching up to him near a travelling carnival.)

"Go get him, Brain! I'm right behind you!" Officer Penny Gadget encouraged her loyal friend and partner on the police force to gallop on all fours after a bank robber. This robber had attempted to flee the scene of the crime in a getaway car, then had lost control when the car's front tire exploded after it ran over a large pothole. The front of his getaway car had been introduced to a rather large tree, which had barely been damaged. The car, however, was not so lucky. The robber leaped from his shattered car, leaving behind the stolen money, and took off running. He saw a travelling carnival that was setting up on the outskirts of Metro City, to help the local citizens celebrate Halloween.

Penny and Brain had been pursuing the robber in their patrol car, and as the suspect dashed into the carnival, they realized they would have to pursue on foot from here. Luckily, it nighttime, and there was no one at the carnival. All the workers were asleep in their trailers. As Penny and Brain leaped out of the patrol car, Penny encouraged Brain to take off after the suspect, while she simultaneously ran after him as fast as she could, and called for backup on the police radio attached to her belt.

Naturally, an adult dog can run much faster than any human; however, the robbery suspect did have a head start, and in this maze of half-assembled carnival tents, booths, and vehicles, there was no shortage of hiding places. The suspect concealed himself in the shadows of a half-built booth, and decided to stay still. This allowed him a chance to regain his breath. He noticed an axe in the corner of the booth, and silently picked it up. He decided to see if the pursuing police would be able to find him, and resolved to make them pay for ruining his bank heist.

Brain slowed to a slow walk when he reached the carnival, allowing his keen canine senses to assist him. Dogs can see better than humans, especially in the dark. Dogs have better hearing, and a far better sense of smell. He slowly walked amongst the maze of tents and booths, holding his nose in the air, trying to catch the scent of the suspect. Brain thought that perhaps he might get a whiff of perspiration in the air. Humans had no idea how easy it was for dogs to track various bodily odors that humans were unable to detect from a distance. Brain's ears also strained to catch the sounds of heavy breathing, footsteps… perhaps a rapidly beating heart… then, suddenly, his gadget collar activated, and Penny's voice emanated forth. "Brain, where are you? Have you found anything?" Brain felt just the slightest bit of annoyed irritation. The sudden light and sound were not good for his night vision, and it was breaking his concentration. Brain utilized his canine translator, and replied to Penny in a hushed whisper. "I'm in the carnival, and I'm trying to catch his trail. I'll let you know when I've found him." Brain then ended the communication without waiting for a reply.

Penny was looking at her watch when Brain abruptly signed off. She slowly walked forward, looking as carefully as she could in the darkness. She badly wanted to activate her flashlight, but she knew that this would highlight her location very clearly to the robbery suspect. He would likely be able to see her long before she would be able to see him. So, she crept forward in the darkness, wishing that this area had streetlights, or even that it could have been a clear night with a bright, full moon. Unfortunately, the sky had many clouds, and only a limited amount of moonlight was able to peek through.

Penny's eyes had finally adjusted to the darkness, and she was able to see a bit more now, other than just dark shapes. She moved forward with a bit more confidence. Suddenly, she heard a noise behind her, and she also heard Brain holler "Penny! Behind you!" Penny instinctively ducked, and heard an axe whistling just past her head, and then the blade of the axe buried itself into a nearby tree. It had missed her by less than two inches. Before she could even pick herself up off the ground, a savagely snarling Brain leaped through the air and tackled the suspect, knocking him flat on his back. Seeing that he had lost the element of surprise, and that he had an angry police dog on top of him, the suspect hollered, "Okay, you caught me, I give up!" He held his hands out. Penny slapped her handcuffs on one wrist, then savagely yanked his arm around, painfully wrenching his shoulder. The suspect hollered in pain, but Penny succeeded in cuffing both hands behind his back. She then kicked the suspect's legs out from under him, and he landed painfully hard on his butt. Penny pointed her pistol directly at his forehead, and warned the suspect: "Don't you move a F-ing muscle." This caused Brain to lift his eyebrows in surprise. It was a very rare occasion indeed when his sweet, cheerful Penny used that kind of profanity.

By now, the racket from the suspect had awoken some of the carnival workers, and they started to turn on the lights inside their trailers, providing more light to the scene. Penny glanced around, and saw that the axe was five inches deep into the tree. With the force it took to do that, she knew that if Brain had not called out to her, that same axe would have split her head wide open. This simultaneously filled her with rage, and fear. She looked back to the suspect, and for just a moment, imagined how good it would feel to empty her pistol into his head. Skip the trial, and save the taxpayers a lot of money.

Almost immediately, Penny felt guilty for having those thoughts. Besides, with the curious carnival workers looking on, there were far too many witnesses. She then saw the backup officers that she had summoned finally arrive on the scene, drawn by the lights from the trailers. They hoisted the suspect up, and hauled him away, reading him his rights as they did so. Brain walked over to Penny. He looked up at her, and asked if she was okay. Penny knelt, and wrapped her arms around her closest friend. She held him for a moment. Then, she pointed at the axe in the tree. "Look at that axe, Brain. See it?" Brain nodded. Penny resumed hugging him. "If you hadn't called out, that axe would have been in my head." She released her hug, but kept her hands on his shoulders. "I know I've said this many times before, but I really mean it… I don't know what I'd do without you, Brain. You truly are the greatest, best friend and partner EVER." She then kissed him on the cheek.

Many of the carnival workers gathered around were smiling, and there were a few "Aww!" remarks as well. Penny stood up, and a thoroughly embarrassed (but happy) Brain followed her as she walked closer to the carnival workers. Penny spoke up and asked, "Did any of you happen to see the whole incident? And if so, would you mind giving eyewitness testimony? It would really help us lock up that guy for a long time." While the carnival workers were strongly in favor of helping put away a criminal, they had all been asleep, and only woken up by the shouting suspect, as Penny was handcuffing him. Or, so it appeared, until an old woman stepped forward. She was the carnival's palm-reading psychic, and also the leader whom all the other workers treated with the same respect as they would give to a grandmother. This woman kept a close watch over her carnival and her fellow workers, who were like a family to her, as they travelled the countryside, from one town to the next.

So, the elderly lady stepped forward. Penny immediately smiled; she had an intuitive good feeling about this lady, even though she hadn't said anything yet. The lady said, "I witnessed it all, my dear. I am Madame Rosner, and this is my carnival." Penny attempted to repeat her name. "Did you say Ross-ner?" "No no, dear, it's pronounced Rose-ner. Please, step into my trailer, and I'll tell you everything." Penny glanced at Brain, who nodded. He didn't sense anything nefarious, so he and Penny accompanied the old lady into her trailer.

When the trailer door closed behind them, Penny and Brain saw that the trailer was set up with a palm-reading table, complete with crystal ball in the center. Madame Rosner smiled, and said, "Between you and me, the crystal ball is for the benefit of the customers. True psychics don't need that. However, it is a pretty crystal, don't you think?" Penny giggled a bit, and had a seat, with her notepad in her hand. She started to question the lady. "So, Madame Rosner, you say you saw the entire incident?" Madame Rosner seemingly ignored the question, and held out her hand across the table. "Your hand, please." Penny hesitated. "Ma'am, we're not here for a palm reading…" Madame Rosner smiled. "Trust me, dear. All will soon be answered." Penny looked at Brain, who shrugged. He didn't know what was going to happen, but this frail old lady was hardly a physical threat to Penny.

Somewhat reluctantly, Penny set down her notepad and gently took Madame Rosner's hand in her own. With her eyes shut, Madame Rosner said, as if in a trance: "I felt your aura approaching, even before your police car stopped. You, and your partner here, are very, very special. Destined for great things. And now, holding your hand, I can sense…" Madame Rosner concentrated, and her mouth grew taut, and her brow scrunched up as she concentrated. "Oh, my dear… so much pain and trauma in your past… your parents, your unborn little sister, and your poor uncle… death and pain have followed you all your life, and yet…" After a few more seconds, Madame Rosner released Penny's hand, and folded her own hands, as if she was in prayer. She kept her eyes closed for nearly a full minute, then opened her eyes and smiled.

"Oh, my dear Penny, and Brain; it does my heart good just knowing that there are those such as you still in this world. You have not allowed the pain of the past to spoil your good and pure spirits." Penny glanced at Brain. They had not introduced themselves by name. Madame Rosner could sense the disbelief, so she gave Penny and Brain a little demonstration of real psychic power. "So, let's see; your parents were killed, along with your unborn baby sister, during a MAD hit. Your uncle was nearly killed, and became Inspector Gadget. Brain, you have pain in your past too; your mother and sibling puppies were all killed when MAD ran experiments to create super-intelligent dogs. You two have followed and aided your Uncle Gadget in secret for years. And there have been casualties along the way: the former MAD agent Davis, who switched sides and helped you capture Dr. Claw, and then there was the boy Jeff, whom you met in summer camp. You didn't know he was terminally ill, and he left you two football jackets. Even though you have outgrown them now, you still treasure them to this day. How am I doing so far?"

Penny was flabbergasted, as was Brain. She stammered, "That's incredible… and some of that is highly classified information." Madame Rosner waved her hand dismissively. "Relax, dear. I have no intention of telling anyone. I merely want you to know, my power is real, my magic is real, and I am not a 'crooked carny' who scams customers with rigged games." She then looked at Brain, and said, "Yes, you're quite correct… it's time to get down to business." Brain was amazed; that was precisely what he had been thinking to himself, but he had not said so out loud. Madame Rosner smiled at him, and tapped her head. "Psychic, remember?"

Madame Rosner then gave her sworn statement as an eyewitness. Having sensed Penny and Brain approaching, she had gotten up out of bed, and seen the criminal running through the carnival camp. She had lost track of where he had been hiding, because it was so dark, but then she had seen Brain warn Penny, who just barely avoided the swinging axe, and then the criminal was tackled to the ground by Brain, and restrained by Penny. Madame Rosner gave her signature, which was her oath that this statement was true.

As Penny and Brain were thanking her, and getting up to leave, Madame Rosner shared one more observation. "You two… Penny and Brain; you love each other very much, do you not?" Both Penny and Brain smiled, and said that yes, they did. Madame Rosner said, "You hardly need to be a psychic to see that, it's very evident." Penny explained, "He's saved my life so many times, and backed me up on so many missions, and never once let me down; how could I NOT love him?" Brain added, "She saved my life first, in the animal shelter. I was a few hours away from being put to sleep, and she and her uncle got me out of there. I'll never forget that." Penny said, "I can't imagine ever doing this job without my best friend." Although this comment was intended to be entirely happy, Madame Rosner could feel a hint of other emotions, as Penny said this. These emotions were a mix of dread, and profound sadness.

As Madame Rosner watched Penny and Brain leave, an idea occurred to her. She muttered to herself; "Such a dear pair… the kindest, purest hearts I have seen in decades. I must help them." Madame Rosner knew why she had detected dread and sadness in Penny's heart, when she had spoken of working with Brain. And she resolved to do something about it. Reaching into her trailer's storage chest, she found an ancient book of spells, and thumbed through the pages until she found the correct one. She gathered her strength, then slowly and carefully read out loud the long incantation.

Penny and Brain arrived at home, having already dropped by the police station to leave their report on Chief Quimby's desk. Hopefully, it would perk up his morning. They had captured a suspected bank robber, recovered the money, and they had eyewitness testimony of the capture. Not a bad night's work. They had made the streets of Metro City just a little bit safer. Normally, their Uncle Gadget would ask them about their day, and share details of the cases he had been working on. However, he was out of town at a conference for a few days. By the time they got home, it was nearly midnight. Penny looked at Brain. "Are you hungry, Brain? I could fix us a late dinner…" Brain shook his head, and unleashed a mighty yawn. "Oh my gosh! Sorry, Penny; I didn't mean to yawn in your face. I'm not hungry, but I am very tired." Penny smiled, and said, "You read my mind, Brain!" It took him a second to catch that pun, which if it had come from anyone else, would have caused him to roll his eyes. But when it was delivered by Penny, he couldn't help but smile. As they walked up the stairs of the house, Brain wondered if that psychic was for real? Penny shrugged, and said, "Well, you never know, but she sure seemed to know an awful lot about us." Brain had his doubts, but he was too tired to go into it at that moment.

Brain considered himself lucky in one way: when he entered Penny's bedroom, all he had to do was shake off his police-issued K-9 vest, and he was ready for bed. Penny, on the other hand, took considerably longer. Being a dog had its advantages at times. Brain hopped up on the foot of Penny's bed, and curled up. Part of his mind said to him: "This was cute when she was a kid, but why are you still sleeping on the foot of her bed when she's a grown woman?" Brain snorted and thought to himself, "Well, naturally, to keep her safe! I promised her years ago I'd always be there for her, and that doesn't mean just in the daytime. Look how close she came to getting killed, just tonight!" Besides, Penny had made it very clear, to both Brain and Uncle Gadget, that she loved having her best friend there with her. Brain was such a comforting presence to her.

Brain had almost drifted off to sleep, even though the bedroom light was still on, when Penny entered the bedroom. She had finally finished changing into her nightgown, brushing her teeth, and preparing for bed. However, before turning off the light, she softly said, "Brain…" Brain smiled, because he knew what was coming. Brain sat up, and Penny sat on the edge of the bed, and wrapped her arms around him one more time. This was more than the usual goodnight hug, because she couldn't forget how close that axe had come to splitting her head open. She had literally felt the wind from the axe swinging through the air.

Penny sat there holding Brain for over a minute, then she spoke. "I didn't want to get too carried away, in front of those carnival workers, but… I came so close to dying, Brain; less than a second more, and I would have been dead. And, you saved me. Again." Brain gratefully answered, "That's what we do, Penny. We watch out for each other. You've saved me many times as well." She squeezed him a bit tighter, and said, "I love you, Brain, so much." Brain didn't bother with replying verbally, he just licked Penny's face. She giggled, then released her hug, turned off the lights, and climbed into bed. They were both asleep in no time.

Very early the next morning, Penny slowly opened her eyes. Since it was the last day of October, Halloween Day, the morning air was quite chilly, and she had grown uncomfortable enough in her sleep that the cold had woken her up. Penny admonished herself for forgetting to turn on the heater again. She smiled when she remembered that she had a real live solution to this problem, named Brain. Her little friend, with all his doggy fur, was a wonderful bed-warmer. She lifted her head off the pillow, and was just about to summon Brain to climb under the blanket with her, when she froze in horror. Brain was not at the foot of her bed. Instead, a young man was curled up, fast asleep, and he was not wearing any clothes. Penny managed not to scream, but she did half-shout, "Oh my GOD!" The young man started to stir.

Penny rolled out of bed in one swift motion, and grabbed at her police belt laying on the dresser. She hastily retrieved her police pistol, and aimed it right at the young man, who had lifted his head up, and was looking out the window. He did not appear to be disturbed at all. Penny's police training took over, pushing down the scared little girl inside of her. She cursed inside her head when she remembered that Uncle Gadget was out of town, so she couldn't call for help from him. It was just her, alone in this house, with a naked intruder. At least Penny herself was not without clothing. She always wore a nightgown to bed, and was now very thankful for this.

The young man, still looking at the window, absently said, "Penny, what time is it?" And he started to turn to face her. Penny growled, "Just stay right where you are. Not an inch closer." The young man turned, and his eyes opened wide when he saw Penny pointing her pistol at his face. "Penny, what in the world? What's wrong?" Penny was simultaneously angered, and even more horrified, when she saw that this person was wearing Brain's familiar red collar. With her thumb, she clicked back the hammer of the pistol. A slight pressure from her trigger finger would now fire the pistol. "What have you done with Brain? WHERE IS MY DOG?" The young man said, "What do you mean, 'what have I done with Brain?' I don't know—" He abruptly stopped. He had caught a glimpse of himself in the mirror. He stared at it with disbelief. He stammered, "What in the HELL… What the Hell is going on?!"

The young man stumbled off Penny's bed, and stood directly in front of the mirror, now oblivious to Penny, even though she still had her gun aimed at him. As for Penny, the intruder was now farther away from her, and he was off her bed, (a very good thing, she thought) but she was confused as to why he seemed horrified at his own reflection. She also struggled with heroic effort not to let her eyes linger below the young man's waist. To Penny's surprise, the young man started looking at his hands, arms, legs and torso. He wiggled his fingers in front of his face, and he looked panicked. This was confirmed when he backed away from Penny and crouched, cowering in the corner. He tapped his ears, and said, "What in the world is wrong with me? I can barely hear anything… and this body…" As the shock wore off, Penny began to feel a bit of pity and concern inside of her. She kept her pistol at the ready, but no longer pointed it at his face. She could see that this young man had no intention of assaulting her… at least, not so far.

When Penny saw that the young man was cowering in the corner, literally trembling, she said, "Okay, calm down, whoever you are. I'm not going to hurt you, as long as you don't try to hurt me." She tossed a towel over to him. "Stand up, and please, wrap that towel around your waist." The young man did so, and stood facing Penny. She noticed he had a very fit, athletic body. In a scared, pleading voice, he said, "Penny, please, put the gun down, and tell me what is going on!" Penny shook her head. "Oh no, you first, pal. You were naked on MY bed, in MY house, you owe ME the explanation." She glanced again at Brain's red collar around his neck, and felt anger returning. "But first, and FAR more importantly, you tell me what you did with my little dog Brain, and tell me NOW. I swear, if you've hurt him… they'll never find what's left of you. I'll see to THAT."

The young man looked at Penny, and said, "Penny, it's me. I'm Brain. Don't ask me how, but I woke up with this… human body!" He removed the collar, and gently tossed it on the bed. Penny stared hard at him, processing his words. After a moment, she shook her head. "No. I don't believe that. I know, Brain and I have seen a lot of strange, incredible things… MAD, Dr. Claw, alternate timelines, guardian angels… but I don't believe my little dog woke up in a human body. It's…" The young man nodded, and completed her thought. "It's too much. It's too weird, even for us. How do you think I feel?" Penny's eyes narrowed as she stared at him. "Okay, prove it. Tell me something only Brain could possibly know." The young man rolled his eyes, and said, "Jeez, how much time do you have?" Then, he saw that Penny's expression was deadly serious, and noted that she still had both hands on her pistol. He took a deep breath.

"Your birth name is Penelope Ann Brown, but you go by Penny, because you hate the name Penelope. You say it sounds like a 19th century school teacher. Your parents were Mark and Mary Brown, and your sister would have been Melissa Brown, but they were killed by a MAD hit that was intended for your Uncle John Brown, who adopted you, and then was nearly killed pursuing MAD. They rebuilt him into a very powerful, but very clueless Inspector Gadget, and you still love him dearly. You and I have secretly followed and assisted him on over 100 missions against MAD. I have saved both him, and you, so many times that I lost count. If anything ever happened to you, I wouldn't want to go on living. You love having me warm up the bed by cuddling when you forget to turn on the heater. Sometimes I sneak over to the thermostat at night and turn it off, for just that reason. You love Chinese and American food, and you are a much better cook than your uncle. When a MAD agent shot me in the shoulder, you stayed home from school for weeks, and nursed me back to health. You once locked me outside for an hour because I farted in your room. I never did that again. And yet, you have, by far, the sweetest, most kind-hearted nature of anyone I have ever met."

The young man paused, and gauged Penny's reaction. Her face showed little emotion, yet it was evident that she was attempting to process everything inside her head. So, he continued. "But here's the really important part, and the main reason that I have always loved you so much: You have never treated me as inferior, as 'just a dog.' From the first day when I turned around in my cage in the animal shelter, and saw you smiling at me, you have always treated me with the utmost respect, as an equal. That is why I have been so devoted to you. I know that no other human would do that."

This seemed to have an effect on Penny. She gently returned the hammer of her pistol to the safe position, and flipped the safety switch back on. She lowered the gun, and set it down on the bed. She looked at the young man, and said, "You're wrong, you know." He looked confused, and Penny continued. "When I locked you outside for farting in my room. It was only for half an hour, not an hour." She then smiled, and said, "So, Brain, that's really you in there?" Brain replied, "Yes, Penny, I'm afraid so. I have no idea how, or why, but it's really me."

Back at the carnival, the morning crowds were coming in. Halloween that year happened to fall on a Saturday, which meant that with so many families off work for the weekend, the crowds were impressively heavy. This meant a large amount of income for the carnival. This thought pleased Madame Rosner, the old fortune teller, as she bade farewell to one customer. She called out to him, "Please leave the door open." This allowed her to survey the people passing by… and also, to ventilate her trailer. That last customer had been overly fond of cologne, and Madame Rosner welcomed the fresh air. As she sat waiting for her next customer, she closed her eyes, and concentrated. Presently, a vision entered her head, and she smiled with satisfaction.

Penny was now fairly certain that her dearest friend had, indeed, somehow woken up in a human body. She had tested his memory with a few other questions that no one else could possibly know the answer to, and he had immediately answered correctly. She demonstrated her faith by walking up to Brain, face to face, and taking his hands in hers, and looking into his eyes with concern. "Brain, how do you feel? You don't feel any pain, or discomfort, do you?" Brain replied, "Well, I guess I feel okay, all things considered…" His voice trailed off. Brain wondered to himself, 'Why do I feel so strange? Why is my heart beating rapidly? Is it always like this with humans? And… has Penny always looked this… stunning?' Brain said aloud, "Penny, you look so… amazing; how have I never noticed this before?" Penny briefly looked confused, then a knowing look crossed her face. "Brain, I think this is you seeing me through human eyes for the first time." She then sighed, and stepped back a step, and said, "And definitely male human eyes." Brain looked confused, so Penny pointed at the towel around his waist. Brain looked down, and immediately said, "Oh my God, Penny, I'm sorry…" She held up her hand and said, "Forget it, Brain; I'm sure you have no control over that. Now, I'm going to get changed out of this nightgown." Brain replied, "Good idea." Penny gave him a look, grabbed some clothes out of her closet, then went down the hall to the bathroom. Brain then experienced a new emotion: he felt ashamed when he heard Penny lock the bathroom door behind her. She had never done that before.

After 40 minutes, when Penny had finished her shower and was dressed, she opened the bathroom door. The house was silent. She looked in her bedroom, and it was empty. She quietly walked downstairs, and found Brain sitting at the kitchen table. He didn't look at her, but said, "I borrowed your sweatpants and a t-shirt. They're a bit tight, but they fit." Naturally, Brain the Dog had no need for any clothes, other than his collar and his police K-9 vest. Now, however, Brain the Human would definitely need some clothes. Penny felt guilty at how she had reacted to Brain's physical attraction and arousal to her earlier. This 'being human' was obviously very new to him, and besides, Penny had to admit, her nightgown gave him a pretty good view. This had never been an issue with Brain the Dog, who could never be physically attracted to a human female. She sat across from him at the table, and put her hands over Brain's hands. "Look, Brain, I'm sorry if I made you feel bad. This is new for both of us, and there's bound to be some pretty awkward moments, while we work this out, okay?" Brain glanced up at her, and saw that Penny didn't look disgusted or exasperated with him. "Penny, I swear, you have to believe me; when I was a dog, I NEVER got a creepy thrill looking at you. Never. Even though we love each other, we were different species, and…" Penny smiled and nodded, then finished Brain's thought for him. "And, I could never be turned on by a male dog. I get it, Brain. Let's move past that for now, and try to figure out what happened, and what we can do about it, okay?" That was the best idea Brain had heard in a long time, and it lifted his mood immediately.

Brain suddenly remembered something, and said, "By the way, what's with all these weird colors? Do you humans see this all the time?" Brain held up his collar as an example. Penny was briefly confused, then smiled. "That's red, Brain. Yes, I forgot; dogs see a different visual color spectrum than humans do!" Penny dashed into the living room, then came back with a set of watercolor paints that Uncle Gadget had been trying to master. Brain looked at them. "Okay, I recognize blue, and yellow; white, grey, black… but these other ones?" Brain picked up a tube of paint, and squinted at it. "What the heck is this?" Penny giggled a bit, and said, "That's purple! And here's red, and orange, and this one's green." Brain shook his head and dropped the paint tube back in the box. "Too complicated. I like the old way better." From Brain's perspective, the new colors were unwelcome; as if someone cranked up the color saturation in a human's vision, and everything looked ultra-bright and contrasty. It was overwhelming to him.

Brain then looked at Penny again. "Did you know I can hardly smell a thing? And my hearing! I used to be able to hear a car down the block from inside the house. I could understand people talking two blocks away. Now? Forget it." Penny smiled again. "Sorry, but that's normal for us humans. Dogs have far superior senses of hearing and smell." Brain grumbled, "More stuff to get used to. Super." Penny stood up and said, "Well, you still like to eat, don't you?" This perked Brain right up, and Penny said, "Okay then, let's have some breakfast, then we'll take a walk to the park. Maybe some fresh air will make you feel better."

After breakfast, Penny and Brain walked down the sidewalk of their neighborhood. The park was approximately a mile from their house. Penny had retrieved some old clothes that belonged to Uncle Gadget; some blue jeans and a white sweater, which had not been worn in years. These clothes were designed for an average size man, and they fit Brain perfectly. She also found some of Uncle Gadget's sneakers for Brain to wear. Brain was looking around, seeing the world through human eyes for the first time. He looked at the green grass, and the trees with their orange, red, and yellow leaves falling to the ground. Penny looked at him and asked, "Well, Brain, how are you doing so far?" He shook his head and replied, "Everything looks so weird. I recognize the yellow leaves and the blue and white sky, but all these other colors… and, I can't get over how little I can hear or smell."

When they reached the park, Brain looked around. So many times, when they were younger, Penny had brought him here to play. Brain had never found it demeaning to play fetch when Penny threw a ball or frisbee for him; it was in his nature to run and chase things, even though he had human-level intelligence, even as a dog. He had been grateful that Penny wanted to spend time playing with him, and he loved hearing her laughter, or happy praise, when he leaped up in the air and caught the ball or frisbee that she threw for him. Brain was used to being able to walk and run on either two legs, or all four. Now, as a human, he could see that he would not be running on all fours. Brain looked at Penny, and said, "I want to try something, Penny. I'm going to run to that big tree over there, and back. Could you time me, please?" Penny said, "Sure thing, Brain! Go for it." She tapped a button on her watch when Brain started sprinting. He ran as fast as he could, tapped the large tree, turned, and sprinted back to Penny. By the time he reached her, Penny could see he looked upset, and he was sucking wind. He put his hands on his knees and regained his breath. Then he looked at Penny, who held up her watch and said, "One minute, thirty seconds, Brain."

After a moment, Brain shook his head and straightened up. "This is such bullshit… as a dog, I would have run there and back TWICE in a minute thirty!" Penny attempted to console him. "Try to look at the bright side, Brain; as a human, you have… umm…" Penny was about to say better intelligence, but even as a dog, Brain was already incredibly intelligent. Thus the name Brain. And, since Penny and Professor Von Slickstein had invented his canine translator, he already had the ability to speak like a human. Brain watched Penny and smirked, as she struggled to come up with an advantage his new human body gave him. "Well… you have better upper body strength!" Brain smiled and shook his head, and said, "Thanks for trying, Penny. I appreciate it. But I want my old body back." Penny nodded in understanding. She couldn't blame him. Humans like to think of themselves as the best living things on Earth, but here was a fascinating case of an intelligent animal, somehow given a human body, and after only a few hours, he wants his animal form back.

After walking around the park for a while longer, Penny and Brain began to walk home together. Penny visibly perked up, and she looked at Brain. "You know, it just occurred to me… as a twelve year old dog, you probably only had a few years of life left, Brain; but as a human…" She appraised his appearance. "You look like a young man in his early 20s. So, that means you could live a much longer life!" Brain considered this. "Yes, that's true, I suppose…" Penny was confused. "And, you're not excited or enthusiastic about the possibility of a much longer lifespan?" Brain replied, "Well, yes, but to live it as a completely different species than how I was born? That's a lot to accept and get used to, Penny. I just need some time to process this." Penny yearned to try to convince Brain now, but out of respect, accepted that she needed to allow him his space to work through this change.

By that time, it was in the afternoon, and they had already started to get a few trick-or-treaters with their parents. These were the tiny toddlers who couldn't be out late when it was dark. Penny eagerly grabbed the large bowl of candy they had prepared. She loved seeing all the little boys and girls in their little costumes, barely old enough to walk up the driveway, gazing up at her with wonder as their parents said, 'trick or treat!' on behalf of their shy children. Penny knelt down and held out the bowl with a smile, as the young toddlers, with encouragement from their parents, timidly reached out and selected a piece of candy. Penny would watch each family leave with a smile, and when she looked at Brain, who could be rather serious at times, she saw even he could not keep the smile off his face.

Later on, as it became dark, the toddlers gave way to young teens, who were decidedly less cute, and more obnoxious. They thought it was amusing to grab large handfuls of candy, instead of one or two pieces. Penny had an idea, and left Brain to answer the door while she went upstairs and changed into her police uniform, complete with pistol, handcuffs and nightstick visible on her police belt. This made the teens pause their obnoxious behavior for a moment, while they tried to decide if Penny was a real police officer, or if this was a costume. Brain backed her up, of course. Penny had considered allowing Brain to borrow one of her uniforms, since all he had was his K-9 police vest, but Brain's human body was simply too big for Penny's petite shirts. He would have torn and burst right out of it.

Just when it was nearly 11:00 at night, and all of the candy was gone, the doorbell rang one more time. Penny sighed, opened the door, and held out the empty candy bowl. "Sorry, we're all out of candy." A figure in a witch costume raised her head, as Brain walked in from the kitchen to back up Penny. The lady in the witch costume said, "Oh, that's okay. I'm here for something much better than candy." She then rapidly flung aside her cloak, revealing a shotgun. It was already cocked and aimed right at Penny. The 'witch' said, "If you move your hand an inch toward that pistol of yours, I shoot. Back up." Penny and Brain had no choice but to back up into their house, and the lady entered the house, kicking the door closed behind her, while still facing Penny and Brain.

The woman snapped at Brain, "You, back up over by the fireplace, and sit down. NOW." Penny glanced at him and nodded. Brain reluctantly complied. Then, the woman looked at Penny, with her shotgun aimed directly at Penny's head. "Now, your turn, girly. I want you to slowly unbuckle that police belt, and lay it on the floor, and if you try to make a move for your pistol, they'll be wiping your brains off the wall, got it? And then, your friend here will be next." Penny saw no alternative but to obey. She gently laid the police belt on the floor, then backed up to the fireplace and sat down next to Brain. As she was sitting down, and while her hands were in motion, she rapidly pushed two buttons in sequence on her gadget watch, activating the silent distress signal.

Once Penny had been seated, she glared at the intruder. "Who are you, and what do you want? I've never seen you before." The woman tore off her witch costume's hat and fake nose with her left hand, while still keeping the shotgun trained on Penny and Brain. She revealed a face that was reasonably attractive, but deeply angry. The young woman said, "You don't know me, but you know my father. You arrested him last night at the carnival grounds." Penny's eyes widened. "Oh, you mean the bank robber who nearly split my head open with an axe? Yeah, I remember arresting him." This angered the young woman even more. "Hey, don't get smart-mouthed with ME, blondie; I'm the one with the shotgun, remember?" Brain decided to be the voice of reason. He said, "Okay, listen, we don't need to escalate things any further… what's your name?" The young woman sighed, and responded. "My name is Nancy. You're right, by the way. If everyone stays calm, and you do what I ask, you'll both live to tell about it." Nancy glared at Penny. "You're lucky your friend here is cute. He deserves better than you."

Even though Brain no longer had his canine senses and instincts, he could tell that Penny and Nancy disliked each other, and given that Nancy was holding a loaded shotgun, he took it upon himself to be the calm, reasonable go-between. He also had just learned another valuable piece of information: Nancy was apparently attracted to his human form. Brain said, "So, Nancy, what can we do for you?" Nancy snorted, "Well, DUH, what do you think? I want my father out of jail, in twelve hours, or you two won't live to see tomorrow evening." Penny started to say, "What makes you think that we can—" Nancy stopped her. "Oh, please, just shut up! I'm not an idiot. I know who you are. You're Penny Gadget, niece of Inspector Gadget, who is out of town at the moment. You're the darling golden girl of the Metro City P.D., one of Quimby's favorites. I want you to call Chief Quimby at home, and tell him to release my dad, nice and quietly. If the cops form a perimeter and block off this neighborhood, you two die. I think he'll do what I want, if it's you that asks him; or at least, you'd better hope so."

At the Metro City airport, Inspector Gadget walked out of the arrival area. His plane had just touched down. The conference had unexpectedly adjourned two days early, and he had decided to surprise Penny and Brain at home. No sooner had he claimed his luggage at the baggage area, than his top-secret gadget phone beeped for attention. Only, it was not an incoming call, it was a distress signal. His heart froze in cold terror when he realized that it was coming from Penny! She would never use this signal unless it was absolutely necessary. Gadget fled from the baggage area toward the parking garage, searching for the Gadgetmobile.

Back at the house, Brain decided to test his luck. He slowly started to stand up, and said, "Listen, Nancy, how about we—" He stopped as Nancy blasted a vase standing next to the fireplace. Brain and Penny were both showered with shattered porcelain. Nancy hollered, "Stay the hell DOWN! Or else!" Penny and Brain cowered, and brushed dust and bits of porcelain off of themselves. Nancy added, "That was your only warning. The next one won't miss." She them pumped the shotgun, rendering it ready to fire once again. Brain glanced at Penny to make sure she was all right, then shrugged and quietly said, "Well, so much for that idea."

Inspector Gadget finally located the Gadgetmobile, leaped inside, and pulled up the surveillance screen. With the last round of security updates, he had given himself the ability to see remotely what was happening inside his own house. He looked at the screen, and could see a young woman holding a shotgun. Seated by the fireplace was Penny, next to a young man that he didn't recognize. Gadget breathed a sigh of relief. Penny was unharmed, for the moment. That sigh was rapidly replaced with a gasp of horror when he noticed that the vase next to the fireplace had been blasted into rubble. Gadget was just about to activate the top-secret Gadget phone and call Chief Quimby, when he paused. Something deep inside him ordered him to stop, and think this through. Gadget mumbled to himself, "I must be very careful here. Penny's life is in danger, and there will only be one chance to handle this correctly." Gadget knew if he called the Chief, then the police force would seal off the block, cut the power to the house, shine spotlights in the windows, position snipers all around his home… standard policy for a hostage situation. He also realized that would drastically increase the tension level in the house, which was the last thing he wanted when there was a shotgun pointed at Penny's head.

Inside the Gadget house, Nancy allowed Penny and Brain a few minutes to gather themselves after the vase was shattered, and now she spoke again. "Okay, now, which one of you wants to call up Chief Quimby? I want you to deliver my demand. Release my dad from jail, and let him walk. When I have proof that he's safe and free, then I'll walk out that door, and you'll never see me again." Penny replied, "They'll never agree to that. Trust me, I'm a cop myself, and I know. We don't give in to hostage demands." Nancy shrugged, and said, "Okay, then the cops better start planning a nice police funeral for you, and for whoever your cute friend here is." Nancy thought for a moment, and then added, "By the way, don't think I'll hesitate to shoot your friend here. He may be cute, but I love my dad a whole lot more, and I'll free him… over your dead bodies, if necessary."

Inspector Gadget drove the Gadgetmobile out of the airport parking structure, and as soon as he was on the open road, he converted the van to police car mode, then activated the wings and jet engines that had been added, and took flight. He flew through the night to his neighborhood, and landed several blocks away from his house. He parked the car around the corner, and shut off the engine. Gadget looked at his watch. It was just before midnight. He quietly walked around the corner and looked down the block at his house. The streets were quiet and empty. All of the trick-or-treaters had gone home by now. Most of the houses had pumpkins carved into jack-o-lanterns on their doorsteps, with candles weakly flickering inside. Moving as quietly as he could, Gadget climbed over the fence of his house, and crept into the back yard. He pulled out his video watch, and patched in to his security system, to see what was happening now. He saw that little had changed. Penny and the unidentified young man were sitting near the fireplace, while the young woman with the shotgun stood in front of them. They appeared to be arguing with her. Gadget had an idea.

Inside the house, Penny was trying to de-escalate the situation, but it wasn't going too well. "Listen, Nancy; I understand loving a family member. Believe me, I do. You feel like you'd do anything for them. But, would your dad want you to kill people?" Nancy laughed. "Hello! He's a bank robber, not a priest! He's killed people himself. He'll probably pat me on the head." Penny frowned, and replied, "Well, then you both need to be locked up and put away for life." Nancy was about to retort, when suddenly, there was a strange thunk noise from the front yard. Everyone looked at the front door. Nancy nodded at Brain. "You, Mr. Cutie; go see what that was. And if you try anything stupid, Penny gets it. No more warnings." Nancy backed up a few steps, keeping the shotgun aimed at Penny. Brain slowly got up, and walked to the front door, and opened it, so Nancy could see. He looked back. "It's just a bunch of pumpkins, thrown in the front yard. Probably neighborhood kids playing a prank."

Nancy rolled her eyes, and was about to say something, when from behind her, Inspector Gadget's arms burst right through the wall, knocking the shotgun out of her hands. Penny dove to the floor, flattening out, just in case Nancy got a shot off. Fortunately, that did not happen. Brain dashed over and grabbed the shotgun. Gadget's extending arms tightly squeezed Nancy, and a furious Inspector Gadget burst through the wall the rest of the way, seized Nancy by the throat, and choke-slammed her to the floor, knocking her out cold. With rage in his eyes, Gadget pulled back his fist, about to unleash all of his cyborg arm's strength on this girl's face. Penny stood up, and gently, yet firmly took hold of Uncle Gadget's fist, and softly said, "Uncle Gadget, don't. We're okay. That's enough." That was all it took to deflate the rage, and fear, that was built up inside of him. His Penny was unharmed, and that was all that mattered. He hugged her, and held her close. When he released her from this hug, he asked, "Penny, where's Brain? And who's this young man here?" Penny replied, "It's a long story, Uncle Gadget, and I'll tell you all of it, but first things first." She picked up her police belt, put it back on around her waist, then rolled Nancy over, and handcuffed her before she woke up. She then got on the police radio, and called for assistance.

An hour later, several other officers finished filling out their report, and led a handcuffed Nancy out the door, and shoved her inside a patrol car. After the car drove down the street, Penny shut the door, and turned to face her Uncle Gadget, and Brain. She said, "Uncle Gadget, how did you do that?" Gadget explained that he had received Penny's distress signal, used the interior security cameras, and seen what was happening. He had gathered up several Halloween pumpkins, and tossed them over the house with his extending arms as a diversion, then quickly entered through the back. Using his X-Ray eyes, he had seen where Nancy was, and burst his powerful cyborg extending arms right through the wall's sheetrock, for maximum surprise. And, this plan had worked well. From deep inside his consciousness, a thought appeared in Gadget's mind: 'Good job, Gadget. There's no bumbling around allowed when Penny's life is in danger.'

Gadget then looked at Penny, and said, "Now, Penny, who is this young man? And, where's Brain? He's supposed to keep watch over you, and keep you safe." Gadget watched as the young man dejectedly slumped down on the couch and said, "Yeah, that's right. And I failed miserably." Penny looked sadly at him, then at her uncle. "Well, Uncle Gadget… you're not going to believe this. I didn't at first. But this, here… this is Brain." Uncle Gadget rolled his eyes. "Very funny, Penny. That's impossible. Really, who is this?" Brain glanced at Uncle Gadget, and said, "The first night you and Penny brought me home from the animal shelter, before you became Inspector Gadget, I came down from her bedroom to get a drink of water. I saw you sitting at the table, near tears, because of the responsibility that was suddenly on your shoulders; a new house, and caring for a young niece. I walked over, and jumped up in your lap, and you explained to me how Penny's parents had been killed, and how you were depending on me to keep her spirits up, and keep her safe."

Uncle Gadget's eyes widened. He had never told anyone that story, not even Penny. This was the moment he and Brain had bonded emotionally, and accepted their common goal of caring for Penny. It had been a very important moment, to say the least. It was the moment that Brain had officially become a full-fledged member of the family. Gadget stared intensely at the young man. "Brain? Is… is that really you?" Brain nodded glumly. Gadget looked at Penny and asked, "Penny, how did this happen?" Penny replied, "Uncle Gadget, last night, Brain was a dog, and he curled up on the foot of my bed, just like always. This morning, he was a human. We've been trying to make sense of this all day today. That girl who invaded our house is the daughter of a bank robber that we arrested last night. Somehow, she found out who we are and where we live, and was trying to force us to release her father." Penny assured her uncle that they were going to try to figure out how Brain managed to turn from dog to human. "But right now, it's past 1:00 am, and I'm exhausted." Uncle Gadget agreed. They all stood up and walked upstairs for bed.

Uncle Gadget said goodnight to Penny and Brain, and went into his bedroom, shutting the door behind him. Penny stopped at her bedroom door, and spoke to Brain. "Please, don't be too upset at what happened this evening. Nobody could have guessed that would happen." Brain didn't let himself off the hook that easily. "It doesn't matter, Penny. My job is to protect you. If I had my canine senses and speed, maybe I could have sensed something before she pulled the gun on us, or I could have jumped her…" Penny replied, "Brain, forget it. You'll get used to this. Being a human isn't so bad." She put her hand reassuringly on his shoulder. Brain appreciated the gesture, and started to take a step into Penny's bedroom. She said, "Umm, Brain? Guest bedroom." And she nodded at the empty guest bedroom across the hall. She gently shut the bedroom door in Brain's face as she quietly said, "Goodnight, Brain. I'll see you in the morning."

As Brain slowly entered the guest bedroom and lay on the bed in the darkness, his shock at Penny shutting her door in his face started to wear off. The more he thought about it, the more he realized, he couldn't blame her. This morning, he had been physically aroused at the sight of her in her nightgown, and she had noticed. He had only been wearing a towel; it was impossible to miss. That had never happened when he was a dog, of course. Brain lay there, cursing this human body. He was slower, saw weird colors, was practically deaf by dog standards, could hardly smell anything, and worst of all by far, his dearest friend Penny was now creeped out by him. She hadn't hugged him goodnight, which was 'their thing.' Literally every night, when he was a dog, no matter what had happened that day, Penny always hugged her friend Brain goodnight. Tonight, she had not, because she knew his human body had caused him to look at her with lustful eyes. And, he had failed to protect her, in their own home.

Brain sighed as he heard Penny's door open, and she went down the hall to use the bathroom. He was filled with shame and sadness at what happened next. When she returned to her bedroom, and shut her door, Brain heard the lock click. She had locked her bedroom door, and Brain knew it was because of him. She was so creeped out, she no longer trusted him. Two emotions hit Brain at once. First, overwhelming sadness. Second, the resolve to figure out how this change from dog to human had happened, and reverse it. With frustration, he wiped away the tears that had appeared in the corners of his eyes, and lay in the guest bedroom. Before he knew it, he was asleep.

The next morning was Sunday morning, November 1. Penny woke up, gazing at the empty spot on the foot of her bed. She had badly missed her little friend last night, but could hardly accept having a young man curl up on the foot of her bed. She still loved Brain, very much, but didn't trust his instincts now, in this human body. Penny lay there in bed, replaying the events of the previous days in her head. Everything had been normal, until… the carnival… Penny sat upright in her bed and said, "Oh, of course! It HAS to be!" She jumped out of bed, and was about to dash across the hall to the guest bedroom, when she suddenly stopped and looked at the mirror. She was wearing her usual nightgown, but she remembered the effect it had on Brain's human body the morning before. She reached into the closet, pulled out her thick robe, wrapped it around her, and tied it tightly closed, right up to her neck. Satisfied that she looked considerably less sexy, she unlocked and opened her bedroom door, and stepped out into the hallway. Brain had not bothered to close the guest bedroom door.

Penny looked in, as she knocked on the door frame. She saw Brain sprawled in an awkward, uncomfortable position on the guest bed, and he was jolted awake as Penny said, "Brain! Wake up!" With bleary eyes, he glanced at her, then winced as his human body announced, with soreness, that he had not slept well last night. He moaned, then said, "Penny, this human body has GOT to go." Penny excitedly said, "Brain, I just remembered something. Remember that old lady psychic at the carnival? What was her name… Rosemary?" Brain helpfully said, "Madame Rosner." Penny said, "Yes! That's right. Remember what she said, Brain? She said, 'Magic is REAL.'" Penny stood, smiling expectantly at Brain. He considered what she had said, and doubtfully replied, "So, you believe that her abilities are real, and somehow, she used real magic, and caused this to happen?" Penny walked over to the window, and looked out, as she said, "Well, she did know a lot of things about us, that no one else knows, Brain. And, how else would you explain a dog turning into a human…" Penny's voice trailed off as she turned from the window to face Brain once again. She saw that his eyes had drifted to her rear end. Apparently, even a thick robe wasn't enough to keep a young man's eyes off her body. Penny sighed with frustration, and said, "Hey! Eyes up here!" As she pointed at her own eyes. Brain said, "Oh my GOD, Penny, I'm sorry—" She held up her hand and said, "Just… get cleaned up. We're going out."

Later that morning, after Penny and Brain had showered, (separately, of course) they sat at the table in the kitchen, eating breakfast. By now, Penny had calmed down, and asked Brain, "So, are you sure you want to go see Madame Rosner again, and go back to being a dog? Just consider what you'd be giving up. A much longer lifespan, for one." Brain replied, "Yeah, and what else?" After 30 seconds of 'Umm… well…' Penny couldn't come up with anything else. Brain smiled. "Exactly. What good is a longer lifespan if you and I can't be as close as we were before? If I've lost most of my senses? And, can you picture me trying to explain this to Chief Quimby? I'd lose my job on the police force, which means I couldn't protect you on the job as a cop anymore. And then I'd worry myself sick every day, until you came home." Penny smiled, because she was touched that most of the reasons Brain wanted his old canine form back revolved around her.

At that moment, Uncle Gadget walked down the stairs and joined them for breakfast. Penny had thoughtfully left some oatmeal and sausages warming on the stove for him. When he sat down to eat, Penny explained what they had deduced, about the carnival and Madame Rosner, and how they suspected a magic spell. Uncle Gadget stared at her with disbelief. "Penny, is this a late Halloween prank? Because it's November now." Penny replied, "I know it's hard to believe, Uncle, but just look at Brain. How else can you explain it?" Uncle Gadget looked doubtfully at the young man seated at his table, and Penny and Brain could both tell that he was still having trouble accepting that their friendly dog had been turned into a human. In the end, Uncle Gadget trusted Penny's judgement, since she was out of high school, on the police force, and undoubtedly an adult now. He merely offered to go with them, and when Penny politely declined, he just told them to be careful. Penny smiled and said, "Don't worry, Uncle. She's a sweet old lady, and no threat at all. We'll be fine."

Penny and Brain drove in Penny's car to the carnival, and parked in the nearby field that had been serving as a parking lot. They saw that the carnival workers were beginning the process of disassembling the tents, booths, and rides, so that they could move on to the next town. They recognized Penny from the other night, when she had captured the bank robber hiding in their midst, so they waved and allowed her entrance. When Penny and Brain walked up to Madame Rosner's trailer, they were warmly greeted. "Well, hello there! I see you got my little surprise." She invited them in, and closed the door, giving them privacy. Brain spoke first. "Madame Rosner, WHY did you do this to me?!" She replied, "My dear, I did this FOR you, not TO you. For the both of you, actually. It was my attempt at showing gratitude for you capturing a criminal in our midst." Brain was about to retort, when Penny placed her hand on his shoulder, signaling him to let her speak. She looked at Madame Rosner. "Could you explain what you mean by that, please?"

Madame Rosner said, "When I took Penny's reading before, in addition to the pain and anguish from the past, I saw that she is harboring severe dread of the future, Brain, and it concerns you. Penny is dreading out-living you. She doesn't know how she will ever go on without you. It is obvious that Penny is still very young for a human, and that you, Brain, are getting on in canine years." Brain looked at Penny, and asked, "Is that true, Penny?" Penny sadly glanced at Brain, and said, "Well, yes, I suppose… I try not to think about it too much, because there's nothing that I can do about it, but… well, when you're gone, Brain, I have no idea how I will recover and move on from that." Madame Rosner said, "Don't you see? THAT is why I cast this spell. Now, you are both human, and you have similar life expectancies."

Penny was now at least able to see why this spell had been cast. She spoke up and said, "Oh, but you don't understand… poor Brain wasn't meant to be a human; it's such a shock to him…" She looked at Brain for help in explaining this. Brain said, "I've lost most of my senses, compared to how I was. I'm much slower, I can't get used to all these weird colors, I'll lose my job on the police force because they'll never believe that I'm a human, which means I can't protect Penny on the job anymore. But, worst of all…" Brain hesitated, and Penny quietly said, "Go ahead, Brain. It's okay." Brain continued: "It's driven a wedge between myself and Penny. I can't keep these human eyes off of her, and she's getting creeped out by this, and I can't blame her."

Madame Rosner said, "So, what's the problem? You're both young, good looking, both human, you clearly love each other—" Both Penny and Brain spoke up to stop that thought right in its tracks. "NO no no no! Madame Rosner, that's not possible." Penny took over explaining this. "You see, although we certainly do love each other, it's… well, it's like a brother/sister kind of love, only closer. Forged in over a decade of depending on each other to stay alive. And besides, I could never forget that Brain was born a dog… not saying that humans are better than dogs, but…" Now Penny was the one searching for words, so Brain chimed in. "She's saying that we're open minded, but not THAT much. And, it greatly disturbs me when I have lustful thoughts about Penny."

Madame Rosner sighed, and threw her hands up in the air. "All right, if it's what you wish, I can undo the spell… (she looked directly into Brain's eyes) …but, you must understand, that you will then lose the longer lifespan of a human." Brain looked into Penny's eyes, then back at Madame Rosner. "I understand." Madame Rosner cleared off the table, arranged the necessary ingredients, and over the next 15 minutes, read aloud the necessary incantations from her ancient texts. When it was all done, she looked at them and said, "It is done. When Brain wakes up tomorrow, he will be a dog once more. I hope this is the choice that you both truly desire." Penny looked at Brain, then smiled at Madame Rosner, and said, "It's for the best."

Once Penny and Brain arrived back home, Uncle Gadget walked up to them. "What happened, Penny? Brain still looks like he's a human to me." Penny explained what Madame Rosner had said; that this would be an overnight process. "I believe her, Uncle; when she turned Brain into a human, it happened overnight." Gadget thoughtfully rubbed his chin, and nodded. "And, what if it doesn't happen, Penny? How will you explain this to Chief Quimby?" Penny shrugged her shoulders. "I don't think he'd believe me, Uncle. It was very difficult for even me to accept. We'll just have to hope that everything works out." When evening time came, and they all walked upstairs to go to bed, Brain said to Penny, "Well, I hope that when I see you in the morning, I'll be back to normal. And, Penny, you don't need to lock your bedroom door. I promise, I won't go in there again until I'm my old self."

That night, Penny lay awake in bed, staring at her digital alarm clock in the darkness. She was finding it impossible to get to sleep. Her mind was crowded with all sorts of conflicting thoughts. One minute, she was filled with eager hopefulness about having her dearest friend back to normal. The next, she was filled with regret for the blatant disgust that she had shown in reaction to human Brain being attracted to her. Was that really such a horrible thing? Hadn't she herself thought that human Brain was quite attractive? That crazy witch Nancy with the shotgun had certainly thought that he was cute. The more she thought about it, the more she realized that these second thoughts were stemming out of regret that now, Brain would go back to having only a few years of life ahead of him. Just as she started to wonder if there were any way to keep a dog alive longer than a normal lifespan, sleep finally claimed Penny.

The sun was just starting to rise the next morning, when Penny was jolted awake by a noise. Someone had opened her bedroom door. No sooner had she lifted her head off the pillow, than she felt something jump up onto the foot of her bed. She looked down, and there was the adorable dog that she loved so much, with his tongue hanging out as he panted, and his tail happily wagging. Since he didn't have his collar with the canine translator on, he settled for happily barking at her. Penny joyfully sat up, held out her arms, and said, "Oh, BRAIN!" He rushed over to her, and she hugged him tightly. "My sweet little dog, you're back to normal!"

As Brain sat on Penny's bed, watching her, she reached over to her nightstand, opened the drawer, and took out his familiar red collar. What looked like an ordinary dog collar was actually a very technologically advanced piece of equipment, since it contained not only the two-way camera and radio, which Penny had always used to communicate with Brain on missions, but it now also contained his canine translator, which allowed him to speak as a human. Penny had built this with the help of Professor Von Slickstein. She reached over to Brain, and put it back on around his neck. The chrome "studs" on the collar briefly lit up as the system initialized. Penny asked, "How do you feel, Brain?" His enthusiasm bubbled out. "Penny, I feel great. The colors are back to normal, I can hear your uncle snoring in his bedroom, I can hear the clock ticking downstairs in the living room… (Brain paused and took a deep sniff) …I can smell that you wore a little bit of that lemon perfume that makes me sneeze, and just now when you reached over to your nightstand, I saw all the way down your nightgown, and I couldn't care less! It doesn't affect me at all!" Then, the lemon perfume did its job, and Brain erupted a powerful sneeze.

Penny laughed and hugged Brain again. She was so glad that things were back to normal, and that she didn't need to feel creeped out around him anymore. Brain's tail kept happily thumping against the blankets, and he quietly said to Penny, "I love you just because you're YOU, and not because of your body." Penny looked at her friend, wearing his red collar, with his red nose and large, floppy dog ears, and asked him if there was anything he'd miss about being human. Brain considered for a moment, looked her in the eyes, and said, "Nope." Penny smiled, and Brain clarified, "I'm not saying it's bad to be human, of course. Just that it was too big a change for me." Penny kissed him on the top of his head, and assured him that she understood. She then glanced at the alarm clock, and they both knew that it was time to get up for work. Brain hopped down from the bed, and had his K-9 police vest on in seconds. He looked over at Penny, who still needed to shower and get dressed, which would be at least a 45 minute process. "Okay, ready to go, how about you?" Penny smiled, shook her head, and said, "I hate you." Even though she clearly meant the exact opposite.

After Penny was dressed, she and Brain headed downstairs for breakfast. They found that Uncle Gadget was already up, and had prepared breakfast for the three of them. He gave Penny, and especially Brain, a hearty welcome. "Well, Brain, it's great to see you back to normal! Do you feel better now?" Brain happily assured Uncle Gadget that he felt much better, and they all sat down to eat.

After breakfast, Uncle Gadget looked out the window, and said, "Wowsers, I forgot about those smashed jack-o-lanterns in the front yard. I'd better get them cleaned up." Penny offered to help him, and Brain stayed inside. It was his turn to rinse the dishes and load them in the dishwasher.

As Penny helped Uncle Gadget load bits of smashed pumpkins into the red wheelbarrow, he asked Penny how she felt about Brain being back to normal, and no longer human. Penny tried to act as if she was completely happy about it. However, there was just the tiniest bit of doubt and sadness in her reply, and her Uncle Gadget knew her well enough to pick up on it. He asked Penny, "What's wrong? I can tell there's a little bit of hesitation and sadness there, Penny. Would you rather have Brain as a human?" Penny immediately shook her head no, because she knew Brain didn't want to live that way. She glanced at her uncle, and saw him studying her expression carefully. Penny sighed and gave up pretending; she wasn't going to fool her uncle this easily. She glanced at the house to be sure Brain was still inside, and out of earshot. Then she confessed to her uncle.

"You see, Uncle Gadget, the only problem with Brain going back to being a dog, is that now, he won't have a very long lifespan. He's almost 13, which is getting up there for a dog, and…" Penny was surprised to feel herself getting choked up. She paused, and Uncle Gadget patiently waited for her. "…I just don't know what I'm going to do when he passes, Uncle. He really does do a wonderful job keeping me safe. And, you know how close we are. The thought of waking up in the morning, and not seeing him curled up on the foot of my bed… I just can't."

Uncle Gadget considered how best to respond. He understood Penny's feelings, but he knew of no solution. He offered the most sensible advice he could think of. "Penny, I do understand how you feel, and having the prospect of Brain living as long as you as a human taken away must have kicked up those fears, and feelings of sadness." Penny nodded in agreement, and Gadget continued. "So, here's what I suggest: just don't think about it. Brain is still in excellent health, for a dog his age. He hasn't slowed down very much. Enjoy the time you have with him, while you have it. There's no point in mourning him before he's even passed away. That will ruin what time you have left with him."

With that, Uncle Gadget picked up the handles of the wheelbarrow, and started toward the gate. Penny walked ahead and opened it for him, so he could get into the back yard. When Uncle Gadget had dumped the pumpkin bits into the garden, where they could serve as fertilizer, he then returned the wheelbarrow to the shed. Penny finished considering his words, and said, "You're right, of course. Besides, some dogs make it up to twenty years old. Let's just hope that we won't have to deal with this for a very long time." Gadget smiled, and gave Penny a little hug. "That's my girl. Now, let's get going to work. I don't want Chief Quimby to yell at you and Brain for being late. Trust me, it's not fun."

With that chore done, Uncle Gadget and Penny returned to the house, and saw that Brain had finished cleaning up the kitchen. Uncle Gadget got into the Gadgetmobile, and Penny got into her car with Brain. When they arrived, and were walking across the parking lot, Brain looked at Penny. "Hey Penny, race ya to the door!" He then sprinted away on all fours, as only a dog can. He was so happy to have his canine speed back. Penny and Uncle Gadget smiled as they watched Brain disappear around the corner of the building. Penny could only hope and pray that she saw this sight for many years to come.

AFTERWORD

Obviously, this story was very heavy on the Penny/Brain dynamic, because they are by far my two favorite characters, and they are the most interesting for me to write.

The voice that Gadget heard inside of him, once he found out that Penny was in danger, was indeed what was left of Inspector John Brown. He refused to allow Gadget's usual clueless bumbling when Penny's life was on the line.

If you didn't like Inspector Gadget's smaller role in this story, I am working on a new story idea, and Gadget himself will have MUCH more time in it. It's still in the very early stages.

And, as those of you who have read my other stories know, the issue of Penny dreading out-living Brain has already been resolved, in "Penny grows up, Brain grows old."