Tiresias

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Story © Steve Zink/Indiana Jones

Most Characters belong to Marvel. I introduced Lumen, Breaker, Archie, and a few others. I hope they don't mind me messing in their alternate backyard, but hopefully someday I can get them to publish this idea!

This story is dedicated to Tumbleweed.  This story takes place pre-Heroes Reborn. If I should ever get the chance to do this in Marvel continuity, I would update it. Again, thanks to Eddie G!

The following story contains characters owned by DC Comics/Warner Bros.  It is written as a fanfic parody story not intended to make any use of actual story lines in published books.  The story is purely for fun, with no profit to be made by the author.

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Tiresias
by Indiana Jones

Vol I

An old man digs through the garbage as if the holy grail itself lie in the rank, festering filth. He wears purple robes that in their time might have been the most regal of garments, but now they seemed mere rags. His grey beard hung down out of his hood and gave him a sagacious
appearance.

"It has to be here, it must be here. I saw it fall here after the battle," he says in a surprisingly deep and strong voice. He licked his lips as he followed a trail of light that very few could see.

He continues to dig, unaware of the danger creeping up behind him. The rats in this city are large and sometimes, they crawl on two legs.

"I found it. After all these years of searching, I finally found it!" he cries, as he uncovers the treasure for which he was feverishly searching. He pulls the last few remaining scraps off of the golden object and grabs it. He holds up the golden ankh and power flows through the object like it's life's blood.

"That's great grandpa, now hand it over!" a voice says from behind. The old man swings around, his robes flowing around in a regal manner despite their raggedness.

He spots a boy not much older than sixteen holding a baseball bat and methodically bouncing it into his hands. "This is Street Rat territory old man, anything here is ours!" the boy says in a very thick Spanish accent. Behind him are several more youths. Their diversity shocks the old man for a second. One is an Asian boy about the same age as the one who was obviously their leader, and he seemed to be the second in command. The other two were standing back and he could barely make out their faces. One was a skinny black kid and the other was a portly white kid with a green mohawk. They were all wearing black leather and the insignia of their crew all over them.

The old man grabbed his staff from where it lay on the wall, unsure if there were any others he might not be able to sense.

"How dare you speak that way to me. I have been alive for centuries. I have been court sorcerer to the likes of Ghengis Khan and Alexander the Great. You insignificant little rats are but nuisances to me!" the old man thundered.

"Yadda Yadda Yadda. You're just a crazy old bum. Give us the prize and walk, or we take it and pound you into a grease stain, viejo," the youth said.

The old man raised his staff above his head in anger. "I am Tiresias, beloved prophet of the gods and the greatest sorcerer of the ages. You shall kneel before me!"

The youths seemed unimpressed, and the leader spoke out, "Okay, viejo, however you want it. Get 'im, Vanh."

The Asian youth jumped towards Tiresias with what would have been a fatal jump kick to the head, if the old man had been there. Vanh was surprised by the old man's speed, and he turned to continue his attack, but he was taken out by a wooden staff to his face.

"Hey, you can't do that to Vanh, man! Get him! Scrag and Billy, take him from behind, while I get his front!" the leader said, as the other two moved towards Tiresias.

"I got him, I got his ugly ass, Jaime!" the mohawk wearing punk named Scrag shouted, as he ran towards his target.

"How vile. You three cannot handle one old man by yourselves? You truly are not worthy of the wrath of one such as myself!" Tiresias raised his staff, and blocked the bat Jaime was about to use to cave in his head. A lightning bolt shot out his staff and knocked down the other
two who were trying to get in behind him.

They hit the ground screaming as Tiresias landed several blows to Jaime, putting him down on the ground panting. They screamed as their faces began to elongate and whiskers popped out of their increasing snouts. They began to shrink and grow fur all over their bodies, and their hands became claws. They were in agony as long hairless tails shot out of their spines. In mere moments, large rats scurried off into the darkness.

"Street rats you call yourselves, now street rats thou art, in form as well as name!"

Tiresias turned and advanced upon the fallen youth who fearfully retreated clumsily from the blind super-being who had quickly dispatched his gang and now seemed determined to do the same to him.

"Get away from me. Are...are you some kind of mutant?" he asked, trying not to stutter.

Tiresias raised his staff again; this time, something looked different about him. He seemed smaller and less, menacing. Jaime tried to back away further, but he only hit the alley wall. His beard disappeared into the darkness of his cloaks hood and he seemed to shrink in mass but not height.

"Curse you and your brethren. You have cost me too much energy!" the figure said in a whisper. Jaime was wondering what was going on. Was this the same man who decimated his gang not two minutes ago? Something was not right, he thought to himself.

Tiresias brought his staff down and touched it to the boy's forehead, and red energy leapt from the staff and electrified Jaime. He felt weird all over, and then a spark of blue energy leapt out him into the staff.

Jaime felt a strange tingling all over his body. His arms were becoming soft and delicate. He could see the hairs on his arms retracting back into his pores. He felt his chest begin to grow outward. He couldn't believe it; he was growing breasts right before his own astonished eyes. He could feel his manhood slipping away. His hair grew long, soft and shiny as it fell to the middle of his back and stopped.

She looked down at herself, and was surprised to see a good looking female body. She screamed into the night and it echoed for what seemed forever. But Tiresias was far from through. He now looked the same as he did before, with a long, noble gray beard and towering presence.

"I cannot have you running around as you are and expose my secret. You must now begin anew!" he said, as his staff began to glow.

Suddenly, a flash of light came from nowhere and knocked the staff from Tiresias' hands. It landed away from him in the alley. "Don't move, dirtbag! Miss, are you okay?" the man's voice asked.

Jaime looked up and in disbelief, saw a man standing there. He was six feet tall, and wearing a tight fitting black jumpsuit that showed off his musculature and assets. He wore a mask over the lower part of his face, and looked like something from a ninja movie. Right in the center of his chest was a stylized sun.

He leapt down and kicked Tiresias square in the jaw, "Okay, grandpa, let's rock!"

Tiresias' hood flew off, revealing a white haired gentlemen who looked only like he was in his thirties. "Well, you're not as old as I thought!" the man said in unaccented English. "The name is Lumen..." he said, then trailed off as he looked into the eyes of the man known as Tiresias. "Oh man, I don't usually beat up on blind guys," he said, staring into the blank milky white orbs.

"Yes, I am blind, but do not underestimate me. Zeus gave me adequate compensation for his wife's taking of my sight," and with that, he flew at the man who called himself Lumen.

Lumen easily rolled the man over and tossed him into the alley wall. Tiresias was angered and he grabbed for Lumen. Lumen began to jump in the other direction, but Tiresias was very agile, and managed to grab him. He threw him against the wall with a resounding thud. Lumen was immediately up, but Tiresias had used the opportunity to retrieve his staff. He held it defensively and several bolts flew from the stylized carving of two snakes intertwined. They flew towards Lumen, who concentrated and a shield of light appeared around him. The bolts hit the shield and flew off in all directions.

The shield faded and he concentrated again. Several bright sparks of light flew off, and obliterated a garbage can that had seconds ago been Tiresias. Tiresias was coming for Lumen before Lumen even knew he had missed. Again, Lumen tried to roll out of the way, but the agile Tiresias grabbed him and this time did not let go.

"I have been fighting since the dawn of time. Yet you mortals continue to battle me, knowing you are outclassed!" Tiresias grumbled in Lumen's ear.

"We MORTALS seem to do just fine!" Lumen said, launching a bright light into Tiresias' face. Tiresias was screaming, his face felt as if it were on fire. He let go of Lumen, who leapt out of the way. He didn't get very far when he was caught in the midsection.

'How does he keep doing that? It's like he knows where I'm going to be before I get there!' Lumen thought as he gasped for breath. He then realized that it did not hurt as much as he thought it should. He looked back at Tiresias. He looked in shock as he realized he was staring at an attractive white haired woman. "What the..."

"You have cost me too much energy. The pittance I stole from this unworthy morsel was nothing!" she shouted.

"Whatever you say, pal! The longer we go, the stronger I get!" he shouted, then leapt to attack. "That's why I study dance and the martial arts. The more I move, the more charged I get. Then I can do things like this!" He jumped up and shouted something that sounded oriental, then several bolts of bright light leapt from his outstretched hands. They leapt towards Tiresias, and surrounded her turning into a cage of light.

Tiresias waved her staff and shouted, "ENOUGH! I shall tolerate this no longer!" The light cage shattered, and a bolt of energy slammed into Lumen and sent him crashing into a wall.

A bolt of red light leapt from Tiresias' staff and headed towards Lumen, then he slipped into a deep dark nothingness

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Lumen was groggy as he tried to fight the wave of vertigo that swept over him. The last thing he remembered was fighting an old man who literally beat him within an inch of his life. He groaned as he tried to lift himself out of the heap of refuse he had landed in. Being a well-honed dancer and Martial Artist, he noticed something strange immediately. He couldn't stand up, so he stayed in a sitting position with his legs stretched out in front of him. His center of balance was off. His body felt distorted. Bloated in some places, thin and stringy in others. He was not used to his new body, and needed to get oriented.

He looked down at his hands to discover they were smaller and more delicate. He continued to examine his new 'environment' to discover mounds of flesh on his chest. He couldn't believe what was happening. He brought his hands up to his head and felt his golden hair. It was still medium length but it was softer and finer.

Finally he just became slightly catatonic. Lumen reached her hands up to her chest and began to try to touch them to see if they were actually real.

"You know, nice girls don't usually do that kind of thing in public!" a voice said flippantly from the alley.

Lumen was startled, and dropped her hands to the ground guiltily and sat on them, then looked back into the alley. There, a man in a costume was standing in front of a frightened girl.

Lumen let out an exasperated sigh, and said, "Peter, thank God it's you!" Lumen was surprised by her new voice, and lifted a hand to her throat.

Spider-Man became slightly alarmed at this woman sitting before him. He had to be concerned where his secret identity was in jeopardy. "Uh, do I know you, miss..." he said, leaving her an obvious chance to state her name.

Lumen slowly drew herself up to a standing position, and wobbled a bit as her new assets drew her in different directions. She quickly gained her balance, and pulled the mask from her nose and mouth and let them come to a rest just below her chin. Unsure about the new voice, she said, "It's me, Petey, Lumen!"

If Spidey had not had his mask, he would have been a deathly white. "How...I mean, you must have mistaken me for someone else," Spidey said nervously. "You're wearing Lumen's costume, but you are...you know...a woman!" Spidey said. He saw the black body suit and the stylized logo, and knew that was the costume that his friend Lumen wore. But he couldn't help but ogle and think that Lumen never wore the costume that well.

Lumen noticed the ogle and felt subconscious, and tried girlishly and in vein to cover herself up. She was blushing a bright crimson. "It's me, Petey, some guy I had an encounter with in this alley transformed a gang of guys into rats, and did this to me and that girl!" she said, her full lips making a pouting expression that just made her look incredible.

Spidey looked closely and could see the resemblance, and knew this could be Lumen's sister, if not Lumen himself somehow transformed. Spidey had seen stranger things happen to himself.

"Okay then, if you are Lumen, then what is your real name?" Spidey asked suspiciously.

Lumen stared at him, then blinked and said, "You know my name Petey, and who else would know yours?"

She had a point there, but some of his enemies had discovered his identity before. "Just humor me, for all I know, you mugged Lumen and took his tights and wallet. Although I must say, you wear them way better than he did!"

"What would M.J. say about that, you pervert," Lumen said, putting her fists on her hips and scowling in Spidey's direction. Under his mask, Spidey blushed deep red. "Okay, my name is Kirk Light," she said while crossing her arms, actually attempting to cross her arms, over her chest.

"And what is the name of the class we took together at ESU that I will kill to protect?" Spidey said with some amusement.

"Dance for beginners," Lumen rattled off disinterestedly, as if he had said it a million times, "I was the student instructor, and said you looked out of place in tights. I didn't know it at the time, but you were taking the classes to learn balance to increase your effectiveness as Spider-Man."

Spidey was shocked; this was Lumen, no one else knew he took that class and knew he was Spider-Man. "Well, if you aren't Lumen, I will have to kill you now!" he said.

Lumen threw a scowl at him, which now looked pretty on the former man. "Always the joker. Can't you ever be serious about anything?"

Spider-Man knew now more than ever that this was Lumen. "It's my stock in trade. Say, shouldn't you change your name to Lu-wo-men now?" Spidey asked, as he walked over to Lumen. Sirens were blaring and slowly approaching. Spidey knew they had to move this somewhere more private. He put his arm around Lumen, shot a web into the dark sky, and drew them up.

As they ascended, Spidey blurted, "Don't get any ideas, either, I'm a happily married man!"

Lumen promised herself that she would give him a "light sting" when they reached solid ground. A light sting right in the place a proper woman shouldn't even think about. Lumen paid no attention to the fact that she now naturally thought of herself as a she.

A police car soon pulled up to the alley. His spotlight searched the alley. It became a surreal blend of light and color as the red and blue lights danced their way around and around. The officer saw the unconscious man and the frightened girl. Then he saw Spidey's legs disappear over the top of the buildings. Putting two and six together, the officer still didn't know half of the story. He thought the punk on the ground tried to rape the girl. She probably screamed, a costumed clown showed up and kicked the kid's butt, and left the terrified girl to tell the story. "Great, another mess these 'heroes' leave for us to clean up!" the officer said in a thick Brooklyn accent, and slammed his door.

Meanwhile, Across Town

A man silently watches his prey. He waits patiently in the quiet darkness. He knows he will be rewarded. He wears the mark of death, the only true justice, in his eyes. He focuses his starlight goggles and sees the opportunity he has been waiting for.

The two objects of his attention look nervously around, but never up. They never expect their fate to swoop down on them in a hail of fire and brimstone, the man thinks to himself. The younger of the two, a small ratty blonde man wearing tattered clothes, pulls out a duffel bag filled with the illicit materials that the lurker in the shadows was waiting for. The other man, obviously an elderly gentlemen wearing a trench coat and a nice three-piece suit, holds out the briefcase he is holding.

The man focuses on the briefcase and sees it filled with money. "Yes!" the man says quietly. "It's showtime!" he says, and rips off his goggles.

He walks to the edge of the roof and hooks his clip on his rappelling rig. He locks the clip into place on his HK P-89 machine pistol, and picks up some jars filled with grenades.

He jumps into the night, letting gravity pull him into his target's midst. He clicks the safety off his heater and lobs the jars to the ground. As soon as they hit the ground they explode, knocking the two men to the ground. Then a thick smoke envelops the two completely confused gentlemen.

The man hits the ground running, and kicks the old man in the face. He then approaches the little man who is coughing uncontrollably. "Weasel?" he starts, his gas mask disguising his voice.

The little man pulls out a gun and points it in his attacker's direction. The man just flicks a switch on the gun to burst, then turns the man's hand into hamburger. The gun goes flying and the little man screams in agony. "Weasel, tell your employers that the Gambinis will no longer tolerate your intrusions into their territory. Capiche?" the man says in a huff.

"What? I'm just a small time operator? Leave me the hell alone!" he said, then he managed to focus on his attacker, and he immediately recognized the skull. "The Punisher?!?" the man said confused.

Damn, Frank Castle thought to himself. He wanted to start a small spark he would later fan into a fire. He was now going to have to change his plans. He clicked the switch to full auto and was about to unload into Weasel, when a giant man in regal purple robes, floated down out of the sky and landed between the Punisher and his intended victim.

"What the hell?" Frank said, quickly changing his intended target. He pulled the trigger and lead flew in the man's direction. They stopped in midair and turned into butterflies that quickly flittered off.

The man landed and quickly took stock of the situation. "Now, what do we have here?" he asked the two gentlemen. Neither answered, but the Punisher drew his K-bar and went for the man. He waved his hand in the air, and Frank instantly froze. "I see thou art a persistent man. Good, I like that in a lackey. I would like to see what thou were battling so feverishly over!" Tiresias said, then picked up the bag and opened it. It was filled with vials of a designer crank called Benders.

"Interesting, what is this substance that has people fighting for it?" Tiresias asked, then pointed towards Weasel. There was a flash of light, and Weasel was limp on the ground drooling and babbling mindlessly. "Ahhh, so these men create these substances called drugs and sell them to amass great power and wealth. And the people of this world cannot resist taking them? And they ingest these substances for no other reason than to raise their appearance in the eyes of others? By Zeus, this is madness! Mr. Weasel, thou art the lowest form of life on this planet, but your lethal Benders have potential. I detest thy memories, thou can have them back," Tiresias said, and in a flash of light, Weasel was no longer drooling. He quickly cowers and retreats, only to come to a stop against a wall. But he kept trying to back away into the wall.

"You, Punisher. Thou intrigues me. You have no powers like the others I have seen that wear these costumes, yet put thyself in harms way. Unlike most of the others, thou also doth work for the motive of vengeance. You could be useful!" Tiresias stated regally, as if in judgment. "I enjoy the rush of energy I receive from the empowered beings that infest this world. I may not get much from you, but with you and others under my thrall, I shall not have to expend much energy to siphon theirs."

With that, Tiresias raises his staff and a bolt of red energy leaps out and strikes Castle. Then a blue bolt shoots out of the Punisher and into the staff. He feels his body change and his costume changes to fit around him as well. In mere seconds a beautiful woman with long black hair stands where seconds ago had been the man known as Frank Castle.

"Now, my servant, I have let you retain your strength and knowledge. For without them, you are useless. But thy will is mine!" Tiresias said, then waved his arm. The Punisher flew to life in mid lunge but was confused, and so landed quickly then stopped; he looked down to see his new body, and he felt his way up, utterly confused and amazed.

"Come, my pet, show me thine loyalty," he said, then motioned for Castle to come to him.

She walked towards him in a confused slink. She reached around Tiresias, who drew her close and kissed her. It was a deep, long, passionate kiss. Then a loud CLANG, and Tiresias felt a sharp pain in his back.

He broke away from Castle and knocked the K-bar form her hands. "Yon witch! Ye did not count on mine armor did thou? You shall pay!" the man said.

"Reverse what you've done to me! You bastard!" she said, and leapt towards the man. She drew her sidearm, a Taurus Arms Baretta 9 mm, and
began plugging away.

Tiresias began to hover off the ground and took the bag of Benders with him. "I decree that your 'punishment' be that you remain in that form to the day you die! You have made a grave error, PUNISHER. Never cross my path again, or your fate shall be dire," Tiresias warned, pointing a finger at Castle. Then he quickly disappeared.

"Like hell he's getting away with this!" Castle said, then headed for his equipment.

On a rooftop across town.

"Uh, could you please stop that?" Spider-Man said, as Lumen's hands roamed disbelievingly over his body.

"Huh, oh, sorry. It's just...I, well...this feels so weird!" Lumen says, whipping her now longer golden hair around and almost gagging on it. "How do women put up with this?"

"Uhh, I still don't know if you are who you say you are. Tell me how we met?" Spidey said suspiciously.

Lumen held his breath and then exhaled loudly. She knew that Pete didn't believe her. She started in on her tale.

They were both students at ESU when they met. Kirk was a Pre-Med student interested in sports medicine. He had a scholarship to ESU in the dance program. He was one of the best in the program, naturally. No one worked harder at it but it was unnecessary for him. He was also
interested in the martial arts as an extension to his dance, and because of his particular special abilities.

He was taking some advanced chemistry courses with a young student named Peter Parker. One night, the two left class about the same time and were headed in a similar direction. A man jumped out and tried to rob Pete at gunpoint. Pete was worried that he would have to reveal his secret to save his own life but he didn't need to. Pete kicked the gun out of the man's hand and delivered a blow that seemed to incapacitate the man. Kirk had called out to Pete asking if he needed any help. While Pete was distracted, the man had recovered his gun and was about to shoot Pete when Kirk fried the attackers hand with a bolt of Bio-Electric light.

Pete looked amazed, but was thankful that Kirk had saved his life. Pete offered to buy Kirk some coffee and they could talk. Kirk accepted, and after calling the campus police, they left for a diner. Over coffee, Kirk told Pete his story. How when he was a teenager his powers first
manifested themselves. His father had died and mother was a born again Christian. She thought his light powers were a sign from God, and encouraged him to use them to spread God's message and help others. He knew he should use his powers to help people. He discovered that the more he moved around, the more energy he built up. He was already a natural dancer, but these powers also gave him an unnatural stamina and endurance. He also found he had to release the energy frequently, or he would begin to glow unnaturally.

He had become something of a small town celebrity in his hometown of Santa Fe, New Mexico. That's when he was discovered by a dance instructor from ESU. He was offered a full scholarship and he accepted. His mother had reminded him to help others before he left. He got to New York and began classes and his dancing career. He had been featured as a chorus dancer on Broadway and in interpretive dance art at the Met. He seemed to have everything. Though he knew that he could lose it in a heartbeat, if anyone ever found out he was a mutant.

Peter was surprised and grateful, and told Kirk he didn't have anything to worry about. He could keep a secret. He was about to tell Kirk something when an explosion rocked the cafe.

They rushed outside to see a man in a green costume with a flaming pumpkin for a head rushing from a building across the street on a rocket powered glider. Peter knew he had to change and get after the costumed criminal. He tried to excuse himself and say that he had something he had just remembered. Kirk was already headed for a back alley to change into his costume. Unfortunately, Pete picked the same alley.

He had already pulled open his shirt when he came around the corner and saw Kirk in his Lumen costume. Lumen looked up to see Pete with his Spider-Man costume hanging out of his shirt. Both realizing they didn't have the time to trade strange stories at this point, they continued changing into their costumes. They gave chase to the Jack O'Lantern and recovered the experimental weapon that he stole.

Unfortunately, Jack got away because Kirk had been taken out by a pumpkin bomb, and Spidey had to keep him from going splat.

"And that is how I found out your secret and you found out mine!" Lumen said, irritated. "We've been good friends ever since. I know this sounds crazy, but this woman is me!"

"I believe you, especially since if you are an enemy, you know an awful lot about me."

"Pete, come on! I'm serious, this guy has got some serious power, and he's up to something. He had some kind of Ankh that allowed him to break out of my solid light cage. Even the Hulk had a hard time breaking out of one!" Lumen said concertedly.

"Yeah, that sounds like a major problem!" Spidey said, seemingly unconcerned.

Spidey mulled over the situation when something caught his attention. He saw a news report about a battle between a costumed vigilante identified as the Punisher and a man in purple robes. The newswoman was saying something and Spidey focused on it. "At the conclusion of the battle, one man was being sent to Bellevue for evaluation and a woman wearing the Punisher's uniform was seen fleeing the battle. In a related incident, several men at a gym nearby were surprised when a man in purple robes burst into the weight room and turned them all into women. Is this some sort of prelude to a mutant attack? Or is it a hoax! Stay tuned to channel 55 for breaking news."

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Spider-Man flew across the rooftops with Lumen in tow. Peter was getting worried about his friend Kirk. In the last few minutes, as they made their way across the town, she was becoming increasingly feminine, to the point of worrying about her hair and costume as if it were an Armani.

Spidey lightly touched down onto the rooftop of a strange house that looked out of place surrounded by modern buildings. Lumen joined him only seconds later.

"Hey, why didn't you ever tell me you could fly?" Spidey said, as Lumen whipped her hair back trying to decide what to do with it. This was the first time he had even noticed that it had become that long.

"I only recently discovered that I could. It has something to do with generating anti-photons that react differently with gravity. Sort of like anti-gravitons! I think...where did that come from?" she said in a high mousy voice. Spidey knew he had to hurry. It made sense to him, but he could tell that it was genuinely confusing Kirk.

"You came to the right place, my friend!"

Spidey jumped as a voice floated on the wind from behind him. He snapped his neck back to see a dark figure standing behind him with his cloak blowing in the wind, and a strange medallion glowing at his neck.

"Doc! Am I glad to see you!" he said, turning fully around to face his friend.

Lumen kind of zoned for a moment, stunned by the sudden appearance of the Master of Mystical Arts. "How come your spider sense didn't tell you he was there?" Lumen asked.

"Because the Doc is a friend. If he had meant us harm, I would have noticed!"

"Come inside. It is too cold out here for such a beautiful lady. I'll have Wong make us up some tea and we can discuss matters!"

Spidey thought he could see Lumen blush through her mask. She leaned over to him and whispered, "He is so charming? Are you good friends? Maybe you can get me in good with him!"

Spidey was really worried now. He really hoped that Doctor Strange could help him.

They began to 'phase' through the floor into Doctor Strange's Inner Sanctum.

Meanwhile

Tiresias sat in contemplation. Men and women wanted these drugs. They would pay handsomely to get it. He needed the energy from males to keep himself male. There may be a way to combine the two. The plans whirled around in his brain.

As he concentrated on them, visions filled his head. He could not see with his physical eyes, so his inner eye made up for it. His lack of sight did not mean he had a lack of vision. He saw many so called heroes thwarting his attempts. But he would beat them back at every step. In the end, they would win through their persistence and cunning. They would all be altered in the end, and would be helpless before him when his real plan would see fruition. He needed time, and even his powerful sense of the future could not tell him how much time it would take to unravel the mysteries or how much time it would take the heroes to undo his Gourdian knot of intrigues.

Then a dark cloud fell upon his meditation. He could sense an evil presence enter his thoughts. Suddenly his mind entered the astral plane. He screamed in agony from the force of being abruptly forced into the state of a pure psychic being.

He quickly stood as he felt a shadowy presence. He looked up to see a massive evil shadow glaring at him with eyes of fire.

"En Sabah Nur!" Tiresias spat venomously. "I demand to know why you assaulted my person and brought me thus!" the old man said stoically.

The shadow shrank and solidified, becoming the shape of a man, although more noble and grand.

"Ahh, Tiresias. I thought I sensed your presence. When did you return to this dimension?"

"En Sabah Nur, I thought you would be dead by now."

"Please, I go by the nom de guerre of Apocalypse these days. And I am eternal!"

"Stay your hand from my business, Apocalypse, or I shall deal with you harshly!" the man said, not lowering his guard. "How did you bring me thus?"

"My secrets are my own. Let's just say that it was easier to do so while you were 'divining' your future." Apocalypse lost his charming facade, and leveled a finger at the old man. "I am warning you now. I have plans for this city, and this world. You may do as you wish, but avoid the X-Men at all costs. I will give you no further warnings. Stay clear of the children of the X."

"You seem to have forgotten the last time we clashed. As I recall, it did not turn out favorably for you. In fact, had it not been for the intervention of certain forces, I would have rid the earth of your malignant presence."

"You try my patience, citizen of Olympus, I..." he started.

"You will do nothing! I have no interest in your plans, and you can have what is left of the world when I am through with it. The Celestials have forbidden us from interfering with the development of these mortals. That, I would assume, would include you, since the Celestials intervened in our dispute and warned you as well."

Apocalypse seemed to take this under consideration. He stood still as the grave as if contemplating on the subject was taking all his mental processes. "The great ones are watching, as they always have been. Heed my warning, and stay clear of the X," Apocalypse stated, then faded away without any ado.

Tiresias grinned and returned to his own mind to complete his mediations. He would love to settle things once and for all with En Sabah Nur. He knew he could best him again. The buffoon was always too confident in his celestial technology, which had no defense against the arcane and supernatural, whose randomness it could not take measure of.

Across Town.

"It's good to see you doc!" Spidey said.

"It's always a pleasure, Spider-Man!" Strange said in a pleasant voice. "Are you going to introduce me to your lady friend?"

Spidey hesitated, unsure how to introduce Lumen. "This is my friend Kirk, Doc, and something funny is going on with him."

"Well she is quite lovely...did you just say Kirk? Him?" Doc said, surprised. He snapped his fingers, and a few seconds later, his faithful servant Wong entered the room.

"You summoned me?" the Bald Chinese man asked.

"Yes, Wong, please fetch me the Wheel of Xian-Bao," he said, beginning to study Lumen like a bug under glass. "Oh, and if it won't trouble you too much, tea for our guests. This will take some time."

Wong bowed and stepped out of the room on his way to complete his tasks.

"I believe she, or he, has been ensorcelled!"

Lumen giggled and said, "I just love the way you say ens...ensor...whatever it is you just said. You are so cute!" Spidey was embarrassed for her as well as himself. Strange seemed to notice that Spidey's mask was now even more red.

Strange politely moved her away from him even as he snapped his fingers and a cloak, seemingly wrapped about an invisible body, floated in through the open door.

It unclasped itself and wrapped itself around Doctor Strange's body. As it clasped itself back together the 'lid' of the eye of Aggamoto opened and Strange began focusing his energies towards a spell. The eye cast a ray of dull white light upon Lumen even as she found herself paralyzed.

"Interesting, very interesting!" Strange mumbled to himself as he noticed small veins of blue coursing through a massive field of red energy that made up Lumen's body.

"Well, what's the verdict doc?" Spidey said nervously.

"I will let you see for yourself!" Strange said, as he made a sign with his hand in the air then pointed at Spider-Man.

Spidey looked down at his body as he felt it tingle slightly. He knew Strange would not hurt him, and his spider sense was not tingling. He saw a swirling and fluid mixture of red and blue swirling inside the outline of his body, like his costume had gone haywire. He looked at Lumen, who was almost solid red with ever diminishing veins of blue running through her.

"It's as if someone sucked all of the Yin out of him, err, her. She is becoming almost totally the embodiment of femininity," the Doctor pronounced.

"Yin?" Spidey asked. "As in Yin and Yang. Day and night. The embodiment of opposites and balance?" He eyed Lumen, noticing that she had become more...pronounced, in the curves department. She was becoming the ultimate feminine woman.

"Exactly, Spider-Man. As you saw, your energies are in balance. You have equal parts masculine and feminine..."

Spidey cut him off, "I don't know about you, Doc, but I am USDA choice prime hunk'o'man myself!"

"As I was saying, your energies are in balance, while someone or something has drained the essential masculine energies out of Lumen. Normally, the body would restore the balance naturally, but something continues to drain it from her."

Lumen just giggled as she looked around the room, noticing the decor of the room. Spidey felt sorry for his friend even as he asked, "So is he, uh, she, uh, whatever, gonna be okay?"

"No. With the energies this far out of balance, she will suffer. With her Aura, Genes, Mental focus, etcetera, out of control, her mind and body will suffer."

She walked right up to Strange and pulled her mask down. She kissed a surprised Doctor Strange with a passion that he fought for a moment, then released himself to. Spidey grabbed the two and separated them. Doctor Strange became vehemently surprised.

"This is worse than I thought!" he exclaimed, even as Wong ran urgently through the door holding a contraption that resembled a phonograph. But where the record should be, was a disc with the Yin-Yang symbol, and where the speaker should have been there was a crystal
pyramid.

Wong bowed and left again, even as Strange crouched into a lotus position and began to hum. The humming then escalated into a full-blown chant that seemed to permeate the entire room.

The pyramid on the device began to glow even as Strange began to levitate off the floor. He was still humming even as Spidey heard, "Hold her fast, Spider-Man. Directly in front of the device!"

Spidey held Lumen's arms even as she struggled to free herself and rush to Doctor Strange.

"You could make a career out of that trick doc!" Spidey said, struggling to keep hold of Lumen who was now levitating them off the floor.

The device reached a blinding brilliance even as the chanting became a deafening crescendo. Then the room became suffused with red and blue energies. They rushed about and entered Spidey's, Lumen's, and Doctor Strange's bodies. Then more quickly than they began, the magicks ceased.

Lumen stopped struggling in Spidey's grip even as they, and Strange, gently set back down on the floor. Lumen shook her head as she felt her head swimming around her.

"What the hell happened to me?" she asked.

Spidey was stunned. Lumen had not turned back into a man, even though he could tell, with the help of the dwindling mystical senses granted him by Strange, that her energies were back in balance. He also felt better than he ever had in his life.

"What happened, Doc? I thought Lumen was going to change back into a man?" Spidey demanded.

Strange put his hand to his chin and examined Lumen once more. "Mmm-hmm. Hmmm!" he mumbled for a good two minutes. Finally, he declared, "Well that is most interesting!"

"What!" Spidey demanded fervently.

"I have restored the balance, but unfortunately, someone has not yet severed the link between themselves and her. Whoever it is, he is still draining the Yin from her body. Although more slowly this time!"

Lumen stepped in, "You mean I'm going to revert to my previous state again?"

"Yes, I'm afraid so. However, if you come back here, I can restore you again. But until we find this person and sever his link, it will be a permanent arrangement!"

"Well, I'm gonna tear this city apart until I find him!" Lumen declared, smacking her fist in her hand.

"Now hold on, Lumen, we'll find him. But, Doc, is there any way to keep him from doing to me what he did to Lumen?" Spidey asked.

"I have restored your balance completely, Spider-Man. However, that may only offer you a small measure of protection. My suggestion is that you tell me all about whoever did this and why."

Almost as if on cue, Wong burst through the door with a set of cups with a greenish tea. The Doctor snapped his fingers and several chairs and a table appeared from thin air. He urged everyone to sit, and they did so. Wong sat next to Strange and Lumen as Spidey sat just opposite him.

"Now, where do we begin?" he asked.

In a Manhattan Safehouse.

A short, balding, overweight man sat hunched over a Bakelite board with a soldering iron. He carefully dropped silver liquid onto the board, then examined his work. He about had a heart attack when he heard the woman's voice.

"Micro!" she shouted. "Where are you!"

Microchip was worried. How could someone find this safehouse? He scrambled for his PPK, dropping hot solder on his pant leg. He cursed even as he flicked the safety and pointed it towards the door. Micro was worried; if Frank thought he had been followed to a safehouse again, Frank would kill him.

He was nervous but steady as the huge garage door slid open, revealing a very comely woman wearing the Punisher's uniform. At first he thought it was Lynn Michaels (that policewoman turned vigilante, Punisher style) but she had blonde hair. Whoever this woman was, she had raven black hair.

"Micro, there you are! We've got plans to make!" she said, rushing towards Micro.

"Stay right where you are! Who are you?" he said, leveling his gun at her.

The Punisher laughed. The small gun looked laughable in Micro's hands, even though she had personally seen to it that he was an expert marksman. "Don't you recognize me? It's Frank!"

Micro's eyes went wide. He was about to threaten her when she leaped forward and grabbed the gun from him. She swept his leg and he dropped to the ground, hitting his head on the concrete floor. "Ow!" he said, lifting his head from the floor only to find his own gun staring him, right in the face.

"You know I don't like having guns pointed at me, Micro!" she spat through clenched teeth.

"F-F-F-Frank?" Micro asked in a barely audible whisper. Then his eyes went wide again as he recognized the woman's features. She could be Frank Castle's sister, he thought.

"Yeah! It's me. Some crazy old guy did this to me. He's got a load of Benders and he's planning something crazy with them. We've got to start planning," Frank said, as she helped Microchip off the floor.

"What do you have in mind?" Micro asked, rubbing the back of his head.

"Do you still have that Psi-Armor we used against that Mutant who was working for the Taglias?" she said. Micro noted how her voice was soft and soothing now. Very feminine. Well, at least compared to its grating pitch when she had his gun pointed at him.

"Yeah! I believe I do!" he said almost gleefully.

"Well, we need to get it. Also, do some research on magic and see if you can extend the capabilities of the Psi-Armor to include mystical protections. Then make yourself a version. This guy is bad news and I want to have you at least, at one hundred percent!"

"I'll get right on it. What are you going to do?"

"I need to do some scouting. This guy wants to takeover Bender production. So he'll have to take himself a factory. I know one or two places he is most likely to try for. When he does, I'll know where we can find him!"

"How do you know what he wants?" Micro asked.

"I heard a news report on the way over here. A man fitting his description hit a gym where they distribute the Benders, and turned all the men into women. Now get moving!"

"Okay. But it'll take me a while. I have the Psi-Armor stashed in our Jersey warehouse!"

"Take your time. I'm not moving against him until I know I have an advantage," she said as she walked to the door. Micro couldn't help staring at the very feminine moves and curves of his partner. "Then," she said as she popped her knuckles, "It's payback time!"

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Spider-Man and Lumen stood on the rooftop of Strange's Sanctorum. Lightning flashed in the night sky as they discussed their options.

"Where do we go from here?" Lumen asked. Her voice was high pitched, but now it was normal. Lumen's southwestern accent had even returned.

"Well, you are going home to get some rest. I have to go home to my wife. This city is huge, we couldn't even begin to search it all tonight."

"No way, I'm going to get this guy and get back to normal now!" she yelled at the top of her lungs.

"Look," Spidey said, demonstrating his point with his finger, "we can't do anything right now, any way. The Doc has to look up some info to help us fight this guy, or we'll all end up like you! No offense!"

"None taken, I understand completely why you don't want this to happen!" she said, indicating her female from.

"I'm sure this guy will pop out into the open sooner or later. If he doesn't, we can track him tomorrow night. Now get some rest, and you know where to find me tomorrow night!"

"You're right!" she said grudgingly. "But the thought of spending too much time, maybe even the rest of my life this way, it makes me...I don't know, nervous. I'll see you tomorrow!"

Spidey felt sympathy for her, even as he shuddered at the thought of that happening to him. What would MJ think? Strange things had happened to him before, but how would she handle that?

Lumen leapt into the sky and flew off to his apartment near the University campus. Spidey thought he should follow and make sure she was all right, but he had to get back to MJ, who would definitely be worried by now.

-----------------------------------------------------------------------

Lumen soared through the sky feeling freedom, even though she still felt trapped in this prison of flesh. Then thoughts started entering her head. Was it so bad being a woman? The sensuousness of the body, combined with its litheness. She became aware of those thoughts and pushed them away. Doctor Strange said there would be side effects as the effect continued to grow.

But the thoughts returned. You could be a much better dancer. More graceful, more accepted. Why not just give in completely to your feminine side? Another voice shot back, what about your Martial Arts training? Who will protect the world and the innocent? She landed on her terrace on the fifth floor of a five-story apartment building. Fishing her key from her well-camouflaged hide all sewn into her suit under her arm, she opened the door and went inside.

She was too exhausted to do much, so she stripped out of her costume and headed for the bed. She passed a full-length mirror on the wall in her bedroom, and almost laughed. The underwear she had been wearing as a he, was hanging off his new hips. She thought it looked funny even as she reflected her situation was not. She ran into her spare bedroom and borrowed a pair of underwear and an oversized nightshirt his sister had left accidentally when she came to visit last.

She put them on feeling guilty. She had never even considered wearing women's clothes. It wasn't cross-dressing now, though. Or was it? She stood in front of the mirror admiring herself. Even though the shirt covered her as best it could, she still could tell she had a great figure. She lifted up the shirt and noticed that the underwear fit perfectly now, as if they had been made just for her. Then she realized she could almost be her sister's twin. Her head started to swim, and all those thoughts came rushing back into her head.

She decided that she could not deal with this now. She hit the bed and was sleeping in minutes. Dreams of a life as a dancer, a female dancer, flooded her mind. Then dreams of being a male crime fighter and martial artist took their turn. The two halves of Lumen fought for control all through the night.

----------------------------------------------------------------------

Tiresias skulked about the city streets. His thoughts were grim as his body began to change. He could feel the changes and grumbled beneath his breath. Even as the pitch of the grumblings became more feminine, his body seemed to shrink. His vast muscled chest shrinking and inflating with something else.

As she walked along, it became apparent that she had exhausted his supply of energy. But where to find it, she thought. She noticed some youths loitering about a street corner harassing people and making catcalls at women. She unconsciously sashayed over to them.

The leader of the group, a young man in his late teens, was dressed in a black satin jacket with some kind of logo on it. He slicked back his coal black hair and straightened his gold chains as he noticed the white haired beauty that was approaching him. The other noted that he was transfixed on something, and turned to stare at the perfect woman who was sexily walking towards them.

"Ay Chica, wasup?" he said in a heavy Spanish accent. The other boys were whistling and admiring the view of this armor clad woman, especially now that they could see her up close and her robes flew about her, exposing her figure.

"What does one do to get the attention of the local Powered Human Heroes around here?" she cooed.

"Ay chica, we don't want no troubles from any superheroes. Especially that creep Spider-Man. That dude hangs around this neighborhood a lot," he said, leering at her.

"Well, how does one attract the attention of this, Spider-Man?" she purred.

"Anything for you, chica. Usually, all we have to do is cause some kind of a ruckus. Beat up someone, mug 'em, steal a car. Then bam, he's there!" the kid said, obviously trying to impress her.

She noticed the insignia on the back of the jacket. It was a stylized rat with the words 'Street Rat' embroidered under it in gold. "That's an interesting insignia. I saw it on someone just a few hours ago!"

"Yeah! This is Street Rat territory. We're everywhere! Why dontcha join us for a little party, eh chica?" he said as he peered over his sunglasses at her.

"I have a better idea, why do you not join me!" she said, and her eyes began to glow a deep red. "Or better yet, why not join your friends!"

She grabbed the punk with one hand and lifted him up by his neck. A staff appeared in her hand out of thin air, and strange bolts leapt from the staff into the youth, and a surge of blue energy leapt from him into Tiresias.

Tiresias did not feel anything even as they boy became a girl. Tiresias looked down even as the girl began screaming.

"By Hera!" Tiresias screamed. "What manner of treachery is this? Why have I not been transfigured?"

The other boys stood around gawking, too terrified to even move. Tiresias held out his staff again, and lightning bolts flew from the staff in all directions. He got all of the youths and even a couple of bystanders who were staring amazed at the spectacle.

Several blue bolts of energy leapt into the air and concentrated into a large luminescent ball of magic that slammed itself into Tiresias, who drank it in greedily. She fell over in pain as the transformation began, only to quickly reverse itself.

"By Zeus! I will not have this! I will not have this!" she screamed, even as the street full of women realized what was happening.

Tiresias waved her hand and her staff disappeared. She walked up to the car, a classic Bel-Air painted a light green color, that some of the gang members had been sitting in next to the corner. She picked it up and hurled it across the street. It went straight through the side of the building. She began screaming at the top of her lungs in a rage as she punched the nearest wall, shattering it and sending dust flying everywhere. Then she stopped as the vision of a man in a blue and red suit flashed in her mind. She smiled as she grabbed for the web, which was now heading for her.

"Uh-oh!" Spidey yelped, as he was pulled from his perch on a wall across the street. He yelled at the top of his lungs as he was dragged towards the street by gravity and Tiresias. He managed to regain his wits and he was able to turn his momentum to his advantage. He twisted around until he was diving feet first into the ground. He crashed with a thud into Tiresias' rather ample, armored bosom. Tiresias flew
backwards a couple of feet, coming to rest with an undignified thud on her rear. Spider-Man leapt backwards and somersaulted in midair, then landed a lot more dignified on his feet. Which he began hopping on because they were tingling, as if he had kicked a brick wall.

"I will stand for no more indignities!" Tiresias proclaimed loudly as she rose to her feet. Her staff reappeared in her hand and she aimed it at Spider-Man, who could barely recognize his Spider-Sense warning him of danger. Red energy leapt from her staff and leapt towards Spider-Man, who barely managed to leap out of the way before it struck where he was standing. It was becoming easier for him to move as his accelerated healing kicked in, but he was still reacting too slowly. Tiresias was getting closer than she should have been.

"By the Anvil of Hephaestus! You must have the sight as well to avoid my blasts!" she cried.

"If you mean my Spider-Sense, then yeah! I do!" Spidey said, avoiding yet another blast. 'I've got to take this on the offensive, or she's got me cold,' he thought. Spidey leapt into the air and unleashed a flurry of web shots at her.

Even though she could see them coming, and her incredibly sharp reflexes allowed her to avoid them, she eventually became overwhelmed. One shot flew past her head as another pasted itself squarely to her face. As she tried to peel the sticky webbing from her face, Spidey bound her tightly with a web cocoon.

"Well, I'd say I've got her all wrapped up!" he said, calmly walking towards her. He tapped on the cocoon once, and said, "Anyone home?"

Suddenly, the cocoon began to glow an evil crimson. Spidey got a vision from his Spider-Sense and tried to leap away, but it was too late. Bits of baked, hardened web flew at him like shrapnel, knocking Spidey for a loop.

His head still spinning, he could not heed the tingling in his head that signaled danger. Tiresias stood over him gloating with her staff glowing crimson.

"I have triumphed, puny mortal, your energies are now mine!" she said, unleashing a crimson bolt from her staff.

Spidey prepared for the bolt, hoping it wouldn't sting too much, when suddenly a streak of blue, red and yellow snatched him from the ground just as the bolt struck. Spidey felt a slight tingling as the energy flowed over him.

"How fare thee, Spider-Man?" the streak asked as it whisked him to safety on the opposite side of the street.

"Thor?" Spidey asked, recognizing the voice.

"Aye, verily!" Thor said, as Spidey tried to regain his wits.

Spidey realized the trouble wouldn't be over yet. "Thor, we have to..." he said, as he crouched, ready to leap out of harms way.

"Do not trouble thyself, my friend. I did not come alone!" he said smugly.

Spidey looked across the way to see Tiresias dodging repulser bolts.

"Aye, Iron Man should be entertaining our Olympian friend!" Thor said, watching the gold and red Avenger slam Tiresias into the wall with a volley of repulser rays.

"We've got to warn him!" Spidey shouted. "That woman has some wicked moves. It's like she knows what's going to happen before it does!"

"Still thy tongue, Spider-Man! I have already given Iron Man all that he doth require to defeat yon witch. His iron armor should protect him from Tiresias' eldritch energies. Though she not be truly a woman!"

"Tiresias? You mean that woman is a guy?" Spidey asked, confused.

"Tis true! Do you doubt the word of the Odin-Son?" he asked, half mocking.

"No. It's just that, well, a friend of mine was afflicted in a similar fashion tonight!"

"Then your friend has indeed ran afoul of Tiresias tonight!" Thor said as he watched Iron Man take a hit from a beam of mystic energy. It did not seem to faze him as he renewed his attack without even slowing down. "The effects are not permanent. Any male affected thusly will be
returned to their natural state by the morrow!"

"But wait, we got hit by his beam! I felt it!"

"God's of the Bright Realm, and even those upon Olympus, are not affected by magicks of this sort. My body did act as a shield for you, my friend!"

Thor and Spidey turned their attention back to Iron Man and Tiresias as she pulled something from her robe. She held up the Ankh, and Spidey got a flash from his Spider-Sense as she yelled at Iron Man. He had the strangest Feeling that he had seen that Ankh somewhere before, but he could not recall where.

"Behold! The conduit of power that I now bear!" she screamed as the Ankh began to glow. "Your Iron may stop my magicks, knight, but this controls the very life essence of the universe. None may stand before its might!"

The Ankh glowed with the same crimson as the staff, and a beam connected her staff and the Ankh and Tiresias. A red beam shot into Iron Man, who screamed in agony as he fell from the air to the hard pavement with a clang. Iron Man rose in place to find his armor changing around him. He felt his body changing to match what he saw his armor going through! Then a blue bolt leapt from Iron Man back to Tiresias.

"Iron Man!" Spidey yelled.

Thor and Spidey rushed to the side of their fallen comrade. "You craven witch!" Thor bellowed.

"Do not call me that, Asgardian. You and I both know I am neither witch nor woman." She held out the Ankh and her staff began glowing, though she was unsure as to what action to take.

"I know all too well, Sorcerer!" Thor said, holding Mjolnir before him, counter to the staff and Ankh. "Or did you forget our past encounter?"

"I did not forget, Asgardian. My magicks may not work against you. But if you do not allow me to leave peacefully, I cannot say the same of your mortal acquaintances!"

"Craven Magician! You would not fight with the honor of an Olympian?"

"I remember our last battle, Odin-Son. I will never forget what I have lost due to Hercules' and your interference. I will find a way to extract my vengeance against thee. But this battle hath weakened me, and I must flee for anon!" With that, Tiresias disappeared, leaving a giant purple ball in her wake. Thor quickly hurtled Spider-Man and the bewildered Iron Man out of the way as the ball exploded, knocking everyone in a two-block radius to the ground and leaving a gaping hole in the sidewalk and the building.

Sirens blared in the distance as Thor, the now female Iron Man, and Spidey went to work trying to keep the building from collapsing.

-------------------------------------------------------------------------------------------

Spidey was dead tired as he swung into his apartment window, only to come face to face with an angry redhead.

"Peter Parker, where have you been?" she asked sternly.

"I got a little caught up in a giant mess tonight. It involved Kirk," Spidey said seriously.

"Oh dear!" Mary Jane gasped. "Is he all right?"

"It's hard to say how SHE is," Spidey said, pulling off his mask. He noted that his hair was too long. Time for a haircut he thought.

"She? Never mind. I thought you were going to get back early tonight. I never get to see you anymore!"

"Sorry, MJ. It's just that things never go as planned. A few hours of patroling the neighborhood can become a huge mess. I mean, we ran into some guy out of Greek mythology and..."

"We? You mean you've been out there being buddy buddy with your friends while I've been worried sick?"

"No, I ran into Thor and Iron Man, who came to help me against Tiresias, who went on a rampage. We didn't plan it or anything. Well, Thor and Iron Man did, but I didn't! Hey, Iron Man ended up as Iron Maiden, just like Kirk, and I almost became Spider-Woman tonight!" Spidey said defensively, and held his hands out in front of him.

"I don't know how you do it, Peter," she said, smiling.

"Do what?"

"Be so darn cute I can forgive anything!" she said, and reached up and kissed him. She felt the electricity flow between them through their long passionate embrace. Finally they broke their liplock, but not their embrace.

"I'm really sorry, MJ. I promise once I help Kirk out, we'll spend more time together," he said, holding her more tightly.

"Don't make promises you can't keep, Peter. Besides, I knew you were Spider-Man before I married you. I have to accept your responsibilities as well."

"You are one of my responsibilities," he said.

Her only response was an even more passionate kiss.


At a warehouse on the docks, just before sunrise.

Breaker Malone stood on scaffolding overlooking the floor of the warehouse. High Tech equipment blinked and chirped under the attention of technicians. Malone was as happy as a pig at trough slopping time.

His operations were making him a killing. He had his dealers dealing, the pushers pushing, and the word on the street was that the Bender market was going to explode soon. All he needed was time. Time for the word to spread about Benders.

Suddenly, all Malone felt was rage, as an explosion ripped through the front door of his factory. Malone saw his thugs get thrown around like paper dolls. He removed his expensive custom made jacket and made ready to jump into the line of fire.

They did not call him Breaker for nothing. Unlike most other Capos, Malone was a mutant. He was able to make his skin and soft tissues rock hard. The more prominent effect was that it made him invulnerable. Because it also made his muscle tissue more dense, he was also strong enough to break even the sturdiest of structures.

Malone was about to leap over the rail into battle when he saw what his men were up against. He was speechless. Her beauty was stunning and the armor did nothing to hide her beautiful curves. It gleamed golden as if it had an inner light.

He laughed and reminded himself to give his men a stern 'talking to' when this was over. Imagine a bunch of big strong mooks taken out by so frail a frail. Then he saw the blank expression in her colorless eyes. Blind too! He was really gonna work them over.

Then he saw the bolts of energy leap from the staff. At first the effects of the energy escaped him. Then it became all too clear what that energy was doing as he saw all of his men turn into women!

He was about to rethink his strategy, not that he had one, when she yelled at him.

"YOU!" she screamed, pointing exactly at him, which sent a chill up his spine. "You are Homo Superior, are you not?"

"Hey, I'm Breaker Malone! Everybody knows that I am the ultimate ladies man!"

Tiresias sighed. "You dolt! I meant thou art a mutant!"

Malone was taken aback. "Well, yeah!" he said as he pounded his fist into his palm with a sickening thud.

"Excellent. You run this facility? You produce Benders here?"

Malone got angry. "You a cop, lady?"

"I am not of the local authorities. I am your new master," she said, pointing her staff at Malone.

"I call nobody master. Not even when Silvermane was still kickin'. Prepare to spit teeth, lady!" Malone spat venomously, then leapt at her.

A bolt of energy leapt from Tiresias' staff and enveloped Malone. His yelling quickly became a high pitched scream as he became a well-proportioned woman!

"What have you done to me?" she cried, her high pitched voice more a whine than a roar of anger.

Tiresias began to transform immediately. His chest deflated as his muscles inflated. Soon he was his regal self once again.

"Ah, it is just as I had divined. Thy energy is more than enough to return me to my rightful state once again. I love the exhilaration, the energy the Homo Superior gives me. I feel young again!" he boomed with a deep vigorous voice.

"Now, after I render yon servants into my own private militia, I will learn from thee what makes these Benders powerful. Then I will alter them to my specifications, and I will never have to worry about energy ever again!"

He laughed as Malone about broke down and tried to keep from crying. He did not understand the urge, but under the circumstances, it was acceptable.

Tiresias was so busy he did not even notice the shadow that snuck away from the window overlooking the work area of the warehouse.

"Gotcha!" the shadow said in a low feminine whisper.

----------------------------------------------------------------------

The day was hot. The world twisted about Peter in bizarre ways. He almost lost his balance as the distortions continued. Suddenly the world righted itself, and Peter found himself standing in an alley somewhere in New York.

He saw a young man holding a knife on an older Hispanic man. A fight ensued, and the youth stabbed the older man. He retrieved a golden Ankh from the dead man's hand. The scene shifted, and Peter found himself staring directly into the face of the thief as he suddenly became transfigured. "Behold, Kulan Gath has returned!" the man yelled.

Bizarre versions of people he had known for years flashed before his eyes. Battling in a transformed New York. The people, the buildings, everything took on a decidedly Egyptian style. He then saw the Wizard defeated, but not before the changes, the damage done to New York and some of Spider-Man's closest allies, became permanent.

The scene shifted to Doctor Strange's Inner Sanctum. He saw himself and other heroes preparing to leave to an alternate timeline. They began to walk through the portal, even as the scene shifted again.

They were back in the alley where it all began. Peter saw the youth about to stab the older man. Peter wanted to yell out for the man to watch out. But as Peter tried in vain to alter the events in his vision, a temporal disturbance broke the quiet in the alley. A strange pink and red robot stepped through the temporal portal. He spied the youth threatening the older man. The youth tried to stab the man, but the robot disintegrated the youth. The Ankh fell into a grate and remained there as the robot shimmered, taking on a more human shape.

Peter zoomed in on the grate, seeing a rat retrieve the Ankh from the ooze and the muck it had settled in. He looked behind him to see Doctor Strange's astral form floating down towards the rat. The rat sensed Strange, and dropped the Ankh deciding to scurry, screaming, for cover.

Then a battle ensued between Strange and a mysterious shadowy figure. The Battle raged mostly on the astral plane, but finally ending with the shadowy figure dropping the Ankh into a forgotten dumpster.

Peter then saw Tiresias retrieve the Ankh shortly thereafter.

----------------------------------------------------------------------

Peter awoke to screaming. "Huh? MJ, what's wrong?" Peter asked in a groggy yawn.

He heard his own voice and his question was answered.

He jumped out of bed feeling an odd weight on his chest and his entire being was off center and out of whack. He rushed to the mirror in the bathroom. "What the...?" he asked himself in a low whisper. He saw a young woman with auburn hair staring back at him in the mirror. She lifted a hand to her face as Peter did the same. MJ cautiously entered the bathroom behind him.

"Peter?" she asked shakily.

"It's me, MJ. I guess I was affected by that blast from Tiresias last night after all," she said, surprised by her dulcet voice.

MJ began crying as she said, "I don't know if I can take this, Peter!" She ran out of the room crying, even as Peter ran after hoping to offer her some comfort.

"MJ, I don't know what to say," she started slowly.

"Don't say anything, Peter. I don't think I can handle this."

"You can, MJ. You are the strongest woman I know!" she said, wrapping her arm around Mary Jane.

She brushed her arm away, and walked over to the dresser and leaned on it, arms akimbo as if holding back a chill. "I want the man I married, not the woman you've become!" she said after a moment.

"I know, MJ, and I'll do everything I can to get back to normal. I have to go meet with the Avengers, and I will try to defeat this Tiresias. But even if I don't, I'm still the person you fell in love with. I'm the person who still loves you!"

"I believe you. I believe in you," she said quietly. "If anyone can help you, I guess it's the Avengers."


"I love you, honey," Peter said, and she reached out to kiss her wife. She pushed her away.

"I'll just wait until I can kiss the real you!" she said, reaching up and giving her slight peck on the cheek.

"I've got to get moving!" Peter said, leaping to the closet. She almost fell over, not used to the extra weight that was pulling on her new chest.

"Come here!" Mary Jane said, as she headed for her dresser.

She pulled out an odd looking bra. She lined it up by sight, and said, "Yep! You look to be about my size! Here you go!" She tossed the bra over to Peter, who was still struggling to her feet.

"You have GOT to be kidding!" Peter moaned.

"You're gonna need it!" she said, digging a pair of underwear from another drawer.

Peter got dressed in Mary Jane's sports bra and matching panty brief, only to find her clothing problems were just beginning. She tried to slip into one of her Spider-Man outfits, only to have it fit all wrong in all the wrong places.

"Oh great, what am I gonna do now?" Peter said, frustrated.

"Well, maybe you could go in one of my aerobics outfits. No one has ever seen you...uh, this way before. And hopefully never again!"

"Yeah, but we have to face facts. If I end up stuck this way, I can't have my secret identity compromised." Peter thought for a second and almost literally saw the light bulb go on over her head. "I've got an idea, honey, but you're probably not gonna like it!"

Mary Jane and Peter rushed into their attic to Spidey's 'Trophy Room'.

She rummaged through some of the artifacts he had stowed away as mementos, and in some instances, just in case. She rummaged through a chest that contained some of his old costumes, including the black and white 'cloth' version of the Venom Symbiote.

Mary Jane's blood ran hot and cold with anger and fear. "I thought I told you to get rid of that thing!" she scalded, her voice dripping with anger.

"I did. I mean, I got rid of the one you're thinking of!" Peter said.

She unfurled the costume, and a set of long white gloves and white thigh-high boots with stiletto heels fell out of the costume, at which point Mary Jane noticed that the costume had a definite 'feminine' cut to it.

"Peter Parker, just where did you get that?" she asked. If anything, her tone was even more venomous than before.

"Before you and I became a serious item," Peter said, placing the emphasis on before, "I had an interesting adventure with the new Spider-Woman." Peter noticed the angry, jealous glare and the stance that told her she was waiting for an explanation. "It happened just after the whole Beyonder thing. I'll tell you about it later. But somehow, Spider-Woman got transported out of her costume just before I beat the teleporter that did it to her. I never found out what happened to her after that, but I've seen her on the news since, so I know she's okay. But I kept the costume."

Mary Jane was almost fuming. She knew she would only dig herself in deeper, so she quickly slipped into the costume, which fit her surprisingly well. She could not figure out how to fit Spidey's web cartridges into the gloves, and she did not have the time for some quick sewing, so she clicked them into place around them instead.

"Well?" Mary Jane asked almost exasperated. "How does it fit?"

"It's a little snug in the chest area, and a little too tight in the caboose. But other than that, almost like a glove," Peter proclaimed.

She walked over to the mirror and admired her new shapely form in it. "Not a bad package, Peter," Mary Jane said, almost giggling. Peter looked over at Mary Jane's makeup table, and noticed some hair scrunchies. She grabbed them and walked back to the mirror, intending to put her new found hair into some kind of order. Peter stared at the image in the mirror and decided she kind of liked the 'wild' look.

Mary Jane just about freaked out as she noticed Peter enjoying her view of the long legs encased in the sexy white thigh highs, and cleared her throat. "You ARE a married man, you know! You wouldn't want to keep the Avengers waiting, would you?"

Peter rushed over and hugged Mary Jane. Mary Jane felt awkward as she felt a pair of breasts push into hers. She just smiled and waved as Spidey rushed to the window and shot a web line from the wristbands that circled her gloved hands. She swung out into the new morning ready to take on all comers.

Mary Jane waited until she was out of sight, and then ran to the bathroom and proceeded to bend over the toilet heaving the contents of her stomach. Which at this stage of the morning was pretty much nothing.

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Lumen awoke, feeling as if she had been kicked in the head by the Juggernaut. She arose and went straight into her morning ritual. Which included going to the bathroom. On legs of habit, she stumbled to the bathroom to relieve herself. She cursed as she felt something wrong and stopped it just long enough to sit down.

After wiping just as she had seen many women doing, she cleaned the floor and moved over to the sink in front of the mirror. Lumen almost cried when she saw what was reflected. She remembered the events of the previous night. She had hoped it had all been a dream, but as she reached for the mirror with long slender fingers, she realized it had not been.

She touched her face with her free hand, unable to believe what was staring her in the face. She looked at her newly 'curved' body clad in only an overly large T-shirt. She smashed her hand on the mirror. She was determined not to let this ruin her life. She began going through her morning routine. She brushed her teeth, washed the sleep from her face, then stepped into the shower.

She realized things were different but vowed not to let the sensations or the situation defeat her. Kirk had a surprise in store as her hair, then her body and million other things had other plans.

She exited as quickly as she could, toweling off and quickly moving to wrap the towel around her long hair as she had seen her sister do a million times.

Things went slightly smoother from there. She was putting her hair into a ponytail even as Spidey knocked on her window. She opened it and immediately went into a defensive stance as he saw the mysterious woman enter her apartment.

"Who the hell are you?" Lumen asked, pulling her mask up over her mouth.

"Relax, Kirk. It's me, Peter. Say, haven't we been here before?"

Kirk was taken aback for a second. She was about to say she did not believe the woman wearing Spider-Woman's costume, but then she looked at her own situation.

"Peter?" she asked, no longer defensive.

"Yeah, I guess you could say I've joined the sisterhood!" Spidey said half kidding. "Look, we don't have time to play a million questions. We have to get over to the Avengers mansion pronto!"

Lumen stood aghast. "THE Avengers? Earth's Mightiest Heroes, Avengers?" she asked, almost stupefied.

"Yes, those Avengers! And they don't like their invited guests showing up late, so let's get a move on!"

Lumen joyfully jumped out of the window before Spidey even had a chance to say anything. Spidey shook her head and then headed off after Lumen, in the direction of the Avenger's Mansion.

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Meanwhile, at the Bender warehouse

"So you developed these Benders?" Tiresias asked a middle aged blonde woman wearing a lab coat over a Hawaiian shirt.

Her hair was kind of wiry and styled into a ponytail held in place by a bandana. She looked as if she had lead a hard life. "Like, yeah, man!" she said in very slow drawl. "It's like my greatest creation, man." She giggled a little, then said, "Like, I can't be sure I'm not on 'em now, man!"

"These Benders, how did you put it, 'twist' human genes into something else?"

"Like, yeah, man, are you like dense or what. How many times do I have to spell it out for you?!"

With that, Tiresias raised a finger from his newly styled throne and a bolt of golden electricity leapt from it and struck the hippie. She bent over in agony as a cat's tail emerged from her back.

"That's one!" Tiresias said cautioning her.

"Okay, okay!" she said, holding her tail, fascinated. "Every human being has the potential, the x-factor, if you will, to become a mutant. It's, like, locked in the genes, man. My Benders unlock the potential for a while. It bends a couple of genes together to bypass the safety that our genes somehow have built into them. They become mutants for a little while! Ain't that great, man?"

"Have you discovered a way to make it permanent?" the Regal Olympian asked.

"Like, no way, man! What profit is there in making a drug that people don't have to come back to?" she said, making her tail wag back and forth, mesmerized by its movements.

"Very well, point taken. I need to make modifications to this drug! I need thy mind!" Tiresias said, and snapped his fingers. There was a flash of light, and the woman fell to the ground drooling. Tiresias was amused as a smile crossed the babbling idiot's face. As he poured through the mind of Archibald Leary, he discovered that the man would have considered this a 'unique' experience. That which he had lived his life for.

Enough amusement, Tiresias thought. He turned his attention to the brilliant mind behind the drugs that would set him free forever. He shot through his chemistry, his knowledge of genetics and almost became ill at the notion that this brilliant mind had thrown away one of the most brilliant minds of his generation.

Archibald, Archie to his friends, was a brilliant chemist and geneticist back in the sixties. Under the tutelage of a man named Langowski, Archie had become one of the premier bio-physicists in the world. Unfortunately for Archie, he met a woman. He was so smitten with her, he would have leapt off of the Empire State Building for her. He so wanted to be accepted by her and her flower children friends, he could not say no when they asked him to whip a batch of LSD. They enjoyed the high so much they said that they had friends who would be willing to pay for LSD of that quality.

Thus started the career of Archie the Acid Man. He turned his skills towards profit and keeping his 'hippie chick', as he called her, happy and in drugs. But when she moved on from the hippie scene, Archie was too hooked to ever give up his drugs. He begged with her, pleaded with her to stay. She had said she had done enough, she had matured and it was time for Archie to do the same. He refused to leave his profit and she went her separate way. Off to save the trees, or some such nonsense.

Archie was distraught. He turned to his drugs, designing more potent and twisted concoctions to fuel his bank account as well as his passions. Passion for a woman who was lost to him. A passion he fed the only way he knew how.

Tiresias shook his head. How had he allowed himself to get caught up in this fool's weak minded, pathetic experience? He turned his attention back to the knowledge he sought.

Walter Langowski was the name that kept popping up in his head. Luckily, Archibald had kept track of his former mentor. He belonged to a group of superheroes called Alpha Flight, and called himself Sasquatch after the legendary creature. Though they had recently been disbanded by the Canadian Government, Langowski had been publishing his papers on the Genetic x-factor that the Bender's were exploiting. It was one of these papers that lead Archie to create the Benders.

Tiresias sought for a way to change the Benders in the way that he needed, but the information was not there. He was tempted to trash the miscreant's mind and leave him a drooling pathetic shell of a man, but he realized he needed Archibald. He also realized it was pretty much exactly what Archie wanted.

Tiresias snapped his fingers and Archie stopped gurgling and rolling around in her own drool. She picked herself up from the floor and said, "Wow man, like, what a rush!" She jumped up and down whooping like a drunken cowboy. Tiresias blasted her again saying, "That's two!"

Suddenly Archie's features began to shift. She felt hot as a thin layer of orange and black fur spread across her body. She felt her muscles ripple and grow denser even as the bone structure in her feet and hands changed. The tatters of her clothes fell away from her body leaving her covered only in a pelt of fur. She looked at her hands, which were now paws, and she shifted her weight onto her new haunches. She felt powerful and dangerous. She thought about celebrating, but fearing she might end up completely a tiger, she decided against it.

Tiresias leapt from his throne. He pointed to Breaker and Archie and decreed, "You two! I shall require thee to be my hounds. Find me other super powered beings, and bring them before me. Then you will bring me Walter Langowski. I want him alive, he is the only one who can make the modifications to the Benders that I require! Now go!"

Tiresias began to pace as the two former men, and one former human, bowed and left to carry out his commands. Neither was sure why they were helping him, they just knew that they must obey their master/mistress.

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And now, on to the conclusion....
 

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