Chapter 8: Extremis Part Two

Harry turned his attention completely and utterly to Barton, as he tried to get some answers about what he was dealing with. His emerald eyes were fixed onto Barton and the archer felt like he was being X-Rayed as he was pressed for an explanation.

For some reason, when Harry's eyes were focused on a person, they were more inclined to part with the information that he wanted to know.

"Yeah AIM, well it's short for Advanced Idea Mechanics, they are….they're the type of nutcases who want to take over the world, as you well know," Barton remarked with a crisp tone of voice and Harry's gaze focused on him which gave him the indication to continue. "They have been getting into it with SHIELD for years."

Harry knew all about those types of people and Kitty did as well. Having dealt with some of them in the X-Men, it was one of those things they had to stand up and deal with time and time again. The two mutants turned their heads to face each other exchanging a brief glance.

"And they're here," Thor remarked before he leaned forward on his hammer and decided to offer one statement. "Surely they must be jesting."

"Yeah, as much as I hate to say it, someone like AIM, they rarely do jest," Clint offered as he turned his head towards them. "We're going to need back up, see if we can get Carol and Natasha down here to give us that added punch."

At first Harry thought that a group that dressed like angry bee keepers might not be the most credible threat but the dark haired wizard knew better than anyone else to not discount an enemy. Appearances could unfortunately be deceiving.

"What are they doing?" Kitty whispered to Harry.

It was Pym who answered. "They're trying to take control of the building, run things their way."

Clint cursed as he tried to get through with the communication.

"Problem, there's no one…."

Before he could answer that question, there was an explosion from downstairs.

"We can't let them come up here," Harry told them, as he closed his eyes for a brief moment to get his head into the game, and made his way to the door. Pushing the door open, he proceeded to exit through it at a brisk pace.

Kitty was following behind him.

"Are you sure they're coming up here?" Kitty asked before Harry looked over his shoulder to face the brunette as he gave her an exasperated look. "Oh….yeah…..right, I forgot that's our luck, isn't it?"

"Yes, it is," Harry agreed as he slid down the steps and landed on the ground.

He tilted his head to the side so his ear was facing in the direction of the door as he tried to listen for who was on the other end of it. The dark haired wizard focused his attention and locked onto the sounds that were coming from beyond the door. The green eyed wizard tried to figure out if they were a level below or on the same one.

'Okay…'

Thor turned up, alongside Hawkeye, with Jan bringing up the rear, her eyes widened with excitement at the prospect of some action.

"You don't mind if I….try and help out, do you?" Jan asked to them and Harry inclined his head towards her. She nervously watched him for his response.

"The more the merrier but we've got to attack them before they attack us," Harry remarked and Tony showed up, a bit punch drunk but ready for action.

"Right after that unintended side tracking, I'm back, for what it's worth," Tony informed them as he scoped out the situation. "So AIM, wouldn't be the first time I had to deal with these jokers."

"Yeah, I know," Harry offered as he kept his attention on what was ahead of him.

"We must get our hands on the formula."

'And they're after the formula, I hate it when I'm right,' Harry offered as he stepped back and pushed himself through the door, busting it open.

The Advanced Idea Mechanics were down in the basement, a device hacked into the security system.

"And add Stark to the list of people who needs some better security,' Harry thought to himself but he could worry about that later. The green eyed wizard practically flew down the steps, not even touching them as he went down.

Thor swung Mjolnir around in a wide arc, knocking the AIM scientists down to the ground.

It was obvious now that they were scientists and not warriors, as they were taken down immediately. There was a loud explosive smack as Thor drove Mjolnir into them.

Scrambling forwards Jan decided to test something that she wanted to sink her teeth into for quite some time. She closed her eyes and began to shrink to an extremely tiny size.

Jan flittered around one of the AIM scientists zapping him in the backside. He end up dancing up and down, trying to keep from getting taken down. Another zap finished the job and he fell collapsed twitching to the ground.

"Yeah that's right, you're going to beware the sting of the Wasp!" Jan stated as she laughed. She paused, and stopped. "No wait, that sounds too super villainy."

"Just focus," Harry told her as he edged forward and used a set of ropes that he conjured from his hand to wrap up several of the AIM goons.

They clattered down with a thud as the green eyed wizard snapped his eyes from target to target. The young sorcerer kept up with the attacks, firing a series of spells at his enemies, drilling them with shot after shot. The AIM drones staggered around as they were wrapped up and left hanging upside down from the stairs.

One of the scientists aimed a large rifle but Hawkeye shot an arrow towards him. The arrow impacted into the side of the gun as Hawkeye reached up his hand and clicked the detonator to cause a miniature explosion.

The scientist staggered around in a circle like he was drunk in the aftermath of the explosion, the bones in his wrist severely cracked as well as having been dislocated, a severe burn covered most of his hand. Breathing in and out rather heavily he proceeded to fall face first to the ground in a heap.

Kitty popped down from above them. Grabbing them by their heads, she knocked them together with a loud clonk. The brunette mutant's smile grew even wider as she took out her enemies.

"Yeah that's right," Kitty offered to them smugly.

As she stood around gloating two of the AIM scientists aimed their weapons at her, and started to fire. Forcing her to dive through a stack of crates in order to get out of the way. The Scientists continued to fire into the crates that she phased through.

They kept firing at the crate thinking that they had her. After another moment of sustained fire the two thugs edged forward and cracked open the crate, but they found that no one was inside.

That was before Kitty knocked them out, by coming out of the opposite wall. They crashed headfirst into the crate with a clatter.

"This must be the B-Team," Hawkeye commented as he started to fire his arrows at them with rapid fire fury.

"Regroup, our leader won't be happy," one of the AIM agents stated as he scrambled towards the nearest exit, nearly tripping over his feet but he managed to remain standing despite his fumbling start.

Harry noticed a bomb had been planted. It was done by design, as a failsafe in case things got too heated and AIM needed to find their way to get out of here before the heat got too hot. The emerald eyed wizard pushed himself towards his destination and began to deactivate the bomb, pushing the buttons as it clicked off.

"Got it?" Tony asked.

Harry nodded stiffly but he saw that AIM had gotten away, well at least some of them. Most of them had been knocked out unable to escape, which Harry took advantage of. He waved his hand causing them to be stacked up on a pallet and transported the stacked up AIM operatives off tied up and gift wrapped as an early Christmas present to Nick Fury and SHIELD.

"Fury can sort them out, we've got more important things to deal with," Harry commented before the group made their way back upstairs.

As satisfying as it was to knock those AIM goons around, it was not going to get Gwen better any time soon. Now Harry had to focus on what was important.

Change was part of the world and it flowed in and out of people. Gwen Stacy felt the changes manifest in her body thanks to the Extremis formula. The blonde's breathing became quite labored as her eyes flickered open and shut as her heart beat quickly within her chest. The blonde was trying to keep her fingers from growing too numb but it was a strange contrast of hot and cold.

Gwen tried to push herself up to a sitting position but after a moment she plopped back down onto the surface of the bed, her eyes rolling back into her head. The blonde could not figure out how to deal with all of the emotions swimming through her body as she tried to get her thoughts together. Her heart pounded deep in her chest as she tried to pump her legs up to get to a sitting position once more but once again it was hard to even move.

A thumping echoed through her head as she closed her dry mouth and her eyes screwed shut.

"Gwen, are you there?" Harry asked the blonde as he reached forward and grasped her hand.

The thumping sound continued to echo through Gwen's head as she once more tried to push herself back up but she saw it, she heard it, she felt it. Technology, every single instance of it within the Stark Industries building, and given that Stark was a technology company, there was a lot of it flowing around her mind.

The blonde's thoughts hammered through her head as she summoned up the resolve to answer Harry. There were so many thoughts and not all of them were good. There was a loud humming that echoed through her mind as she tried to push herself out of the stupor she was in.

"GWEN!"

Harry grabbed her around the shoulders and caused the blonde's eyes to flicker back into focus. The blonde's mouth hung open as she tried to keep herself from losing her mind. She was really flickering in and out of consciousness.

"Yes, here, kind of," Gwen mumbled as her heart beat against her rib cage and the buzzing continued within her mind.

Harry could not tell if she was giving off more heat than before, although Gwen's eyes had the look of both someone who was having too many thoughts and someone who was not thinking at all. He wished he knew what to do. If he could get her back to the Fortress, they might have a chance, but he could not leave this situation alone.

"Do you have any notes on the formula?" Harry asked to Tony, trying to keep himself from lashing out but his burning gaze was on the Billionaire.

Tony was just more than glad that Harry was not trying to shout him down and he inclined his head towards him, before nodding.

"Yeah, I've got….something," Tony offered him as he got to his feet and scrambled over to the cabinet.

Tony had his mind on what he needed to do with AIM but he saw that this Extremis situation was getting out of control. And his own scientific curiosity was intrigued by what was happening with Gwen Stacy. The billionaire scientist placed his hands on the side of his head as he surveyed the situation in front of him.

"She's not so much infected by the formula, that is she's becoming the formula," Pym informed once again and Harry spun around to face him.

"Becoming the formula," Kitty breathed out as she twisted her expression around to face Pym and she blinked a little bit. The brunette was really trying to figure out what was happening. "What the fuck does that even mean! Or are you just pulling shit out of your ass!?"

Tony was one to jump in with the information that Harry needed.

"Here are the notes, along with what happened….to those who have been exposed to it before now, please don't hurt me," the scientist stated as Harry raised an eyebrow at him. The emerald eyed wizard was not going to say much of anything, at least not yet. He was keeping his attention on Gwen and then on the notes.

There were a huge stack of papers that was placed in his hands and he flipped through them, reading them quickly. Thanks to his impressive recall and processing power, he was able to get through the notes, as massive as they were, in about a twentieth of the time it would normally take anyone else and he understood everything that he read. His mouth opened and shut as he read through the notes.

"So…."

"The formula….it depends on the person, it appears that Gwen was exposed to a modified formula," Harry informed Stark. "That was derived in many ways from the original formula."

This statement was news to Stark and Harry decided to take this surprised revelation as it was and pop in with another question.

"Did that you know of any modifications that were made to the formula?" Harry asked Stark and the Billionaire racked over the matter in his mind.

"Not off hand, no," Tony admitted as he thought about the formula. The billionaire was really trying hard to recall everything but considering how busy he got over the course of an average day, there was no way for him to so.

Harry thought as much as he turned back to Gwen and used his powers to try and find a pattern that he could allow his girlfriend to become stabilized.

'She has….she had, a latent X-Gene,' Harry thought to himself before he placed his hands on the side of his face and racked his brain with a few thoughts. The young wizard kept going through her as he saw how her DNA was changed. It almost looked like binary code; the green eyed enchanter tried to pinpoint the intricacies of the formula. 'Well isn't that interesting.'

"Harry," Gwen breathed as she shuddered for a moment.

"Gwen, I'm here, I'm here for you," Harry told her as Kitty stepped in as well.

"Gwen, I'm here too, it's me Kitty, hi, sorry I ran off like that but I'm here now," Kitty offered as she kept her attention on the young blonde.

Gwen's eyes began to blink as she acknowledged them.

"I see it….I see everything, it's changing around us," Gwen remarked in a wooden tone of voice. "I see the technology that's shifting….it's….I can't even begin to understand it all."

"Well the formula's working," Pepper remarked as she stepped into the lab. She turned to face Tony, nervously watching him. "Security is tightened, to the point where they're not getting in here without someone who is intune with technology."

"Thanks Pepper, your bonus is in the mail," Tony remarked to her.

Pepper just rolled her eyes as she stated in a deadpan voice. "After all this, it better be."

"I see….you're not going to keep them out," Gwen panted heavily as she saw the binary code of the security being rearranged.

Harry wondered what she was seeing because it seemed to be extremely painful. The green eyes of the Kryptonian mage widened as Gwen's eyes became dilated.

"Gwen, focus on me, don't focus on….whatever is going through your mind," Harry told her frantically.

Gwen nodded before she felt it before some managed to articulate one statement.

"They're coming, someone's breaking down the door," Gwen breathed, panting heavily and the blonde's eyes widened, twitching in fury as Harry pulled her into position, tightly wrapping his arms around her.

"You will hand over the formula."

Demands were not something that Tony Stark caved into willingly. He was a child that was rebellious during his younger years and it got worse as he went into his teen years, and he grew up into his adult years, into the middle aged businessman that he was today. He did not cave in to anyone and their demands, whether it be Congress, the Board of Directors, Nick Fury, or anyone else.

One thing was for sure and he was not about to cave into the demands of a group of angry, ill-tempered bee keepers like the Advanced Idea Mechanics.

"So, you're really serious are you?"

"I rarely jest about such a thing," the individual behind the AIM agents stated.

Harry got a good look at him and nearly cracked into a smile. Kitty watched him with wide eyes before she turned towards Harry and spat out one question.

"Um Harry, like what is that thing?" Kitty asked Harry and the wizard was gawking at the floating head, for lack of a better term, that was hovering above him.

"By the Allfather, it's hideous," Thor breathed as he saw the thing hovering. "It is like a Frost Giant's head on an infant's body."

"Looks like a giant dork to me," Wasp commented as she watched them.

He was dressed in yellow body armor with glowing red eyes. There was a helmet that protected this head from all mental intrusions.

"I am your superior and you will treat met as such," he stated in a creepy robotic monotone.

"Yeah, exterminate, exterminate, blah, blah, blah," Harry remarked as he made the required hand motions and he tried to send a spell at him but an energy field appeared around MODOC blocking the spell.

"Science will trump magic every time, you inferior warlock," the floating head stated.

"Then I'm going to have to have to hit you with something harder," Harry stated as he turned to his fellow teammates. "You better duck."

He twisted his wrist around in a circle and several razor sharp spikes manifested themselves. They cracked against the shield and caused him to back up.

"Take out that sorcerer," he remarked.

"Just who is this guy anyway?" Kitty asked as she dodged the attacks before rushing forward and putting her hands through the guns to bust them.

"Someone with a really bad taste of head accessories," Jan suggested as she let out a rather prominent tut.

"Yeah, I figured that much," Harry offered as he jumped into the air and began to take out his enemies with a series of fluid attacks.

"Take them down and get the formula at all costs," MODOC commented.

"And he was programmed with a broken record," Tony commented dryly as he aimed his wrist gauntlets and started to hammer at his enemy.

The shield absorbed that just as well.

Harry was mentally trying to calculate a way but the security system around the lab clicked on and laser arrays began to shot from the wall.

"Oh sure, now your security works," Wasp offered as Pym stepped forward.

"Perhaps we could resolve this…"

BAM!

Hank Pym got nailed with a full impact laser blast to the chest and was sent flying backwards. One of the female AIM goons shot him really hard in the face and he was down for the count.

Wasp flew in close in her tiny form as she kept blasting her enemy with a few tiny stings. Her stingers drilled her enemy from behind causing the AIM scientist to stagger and chase her around but she was too quick and too small.

"Come on, closer, closer, you can do it!" Jan taunted him as she dodged the laser arrays.

"Security is now mine to control," MODOC stated as Kitty tried to phase through the energy field. "Your attempts to stall me is useless…"

"HAVE AT THEE!"

The God of Thunder, incensed at MODOC's rambling, threw his hammer forward with a heated fury. It did not completely break the field but it did enough to rattle him.

"You dare touch me…."

Harry now saw a flaw within the protection field and pulled his arm back as much as he was allowed to before he fired a hex towards him. The green eyed wizard kept his eyes locked onto the position and squinted them to focus.

Heat vision shot out towards MODOC and pushed his enemy back. The abomination of science staggered back.

"No, vital shields at only fifty three point two percent, I must….reconfigure systems," MODOC commented as his eyes glowed with malice.

Gwen sat up, her eyes widening as she looked towards him. Her thoughts were a maelstrom of wild emotions but she sensed it, she sensed MODOC working with and messing around with the security system. The blonde kept her eyes narrowed as she bit down on her lip.

'Okay focus….you can control this….I think I can,' Gwen thought to herself as she saw Harry dodge the security systems and whip his wrist in an attempt to wipe out his enemy. 'I just got to….yeah a little bit more and I've got it.'

Gwen felt the headache coming on but her strong will power and intelligence, along with ability to improvise was trying to override MODOC's control of the system. The blonde had been forgotten in the battle with the super heroes, a mistake that someone would regret.

Hawkeye felt his arrows negated by the energy field.

"We better find out….."

He was blasted in the back and thrown hard towards the ground.

"I think I've got this," Harry offered as he summoned all of the power to himself and tried to summon up a magically created electromagnetic field.

Harry's green eyes glowed faintly as he tried to push his way through the defenses that MODOC erected. His eyes flickered with an even greater intensity as the wizard focused his power pushing his attacks to an even greater height.

"Error, reboot, error."

'Gwen, you can hear me in your head right,' Harry thought to Gwen as he finished the calculations of the Extremis formula in his head.

MODOC tried to take over Iron Man's armor and he did had to redirect everything to make sure he didn't hack into the armor. While Iron Man had some recent upgrades, so did MODOC.

'Yeah, I hear you,' Gwen informed him through the link that was established. 'I hear a lot of static but I hear you as well and it's…..yeah it's just…I'm trying to figure out how to deal with this.'

'Okay, just take a deep breath and focus on it,' Harry told her and Gwen nodded in agreement, biting down on her lip.

'Okay, I'm focusing, really, truly focusing,' Gwen thought as she sensed all of the patterns through her head. 'I see it…..that's not Stark technology, so I'm looking for some combination of both electronics and biology.'

'Correct, the formula, it's changing you, you can interface with the technology and find a backdoor but I'm here to pull you out if things get ugly,' Harry thought and while Harry was halfway across the room, Gwen felt that his hand was reassuringly on hers.

'Let's do it,' Gwen remarked before the emerald eyed wizard decided to buy her the time she needed.

"What are you doing?"

There was a cracking motion as MODOC felt his control switching.

"You think….you….you….you think that you can defeat me, no I'm the personification of all things, I'm the personification of science, I will have you," MODOC stated as he felt the system being drilled in the back door by the attack.

He tried to fight his way as he was being hacked into but now Iron Man had control of his armor once more.

"Right, take a nap, ugly," Iron Man commented and he nailed MODOC with a full repulsor blast.

'I think I'm doing it, I'm returning Stark to normal, wow this is weird,' Gwen thought to Harry.

Gwen felt the power shaking inside her but she was most certainly doing it, bit by bit, in more ways than one. She was returning the power back to it.

It was a draining process and something that her biology was not used to but the blonde shut MODOC down long enough for Harry to swoop in.

The abomination of science screamed as his mind was overloaded, too many thoughts at once caused him to be bombarded and forced him to black out.

MODOC was down and Kitty breathed as the security stopped trying to kill her. She looked over her shoulder and locked eyes with Harry.

"So mission accomplished?" Kitty asked and Harry smiled, before nodding.

"Yeah, mission accomplished," Harry confirmed to her and Gwen nodded, as she ran her hands over her forehead. "You okay?"

Gwen's face twisted into a smile as the sensations became more manageable. "Never better."

SHIELD showed up, with Nick Fury leading the charge. His arms were folded as he watched the SHIELD agent's remove the downed AIM scientists. They had more than a few injuries between them but he was not about to kiss them and make it feel better. That was not what the commander of SHIELD was there for. His eye narrowed.

"Make sure to keep that thing secure like your life depends on it," Fury growled as MODOC was strapped down before being taken to a high security SHIELD facility. "If AIM created something like that, we need to find out what more they can do and this thing will help us do it."

"It can control technology, so make sure to take the proper precautions," Harry informed them and Fury's expression spun around to face Harry.

"I'll handle this Potter, I'm the one in charge," Fury growled and Harry put his hands in the air. Fury turn around to Harry.

"So what, sir," one of the agents remarked as he nervously surveyed MODOC, as if he feared that it was about to come out to life.

"It can control technology, so make sure to take the proper precautions," Fury stated in a harsh voice.

"I couldn't have said it better than myself, Nick," Harry remarked with a wide grin.

Fury once again faced Harry. "That's Commander Fury to you, Potter."

"Sure whatever you say, Nick," Harry remarked with a wide grin as Tony stepped forward.

"Well, this is always interesting but there is the matter of the formula….the Extremis formula, which I did inform you was dangerous," Stark told Fury.

"If we can create better technology, we can get one step up on the dangerous elements in the world," Fury offered but Harry spun around to face Fury, all sense of mirth lost.

"You mean SHIELD was behind the Extremis Formula?" Harry asked and Tony was the one who decided to clarify this matter.

"Not initially, but they enabled the further development," Tony offered, stepping back and he was glad that he was able to partially deflect the responsibility to someone else.

Harry's expression flickered over Fury's face but the Commander of SHIELD was not about to back down. It was an anxious stare down and all that watched was wondering who would blink first. Neither of them were inclined to do so.

"I did what I have to do," Fury offered to him. "And your girlfriend…."

"Is none of your concern and not a lab rat for SHIELD to figure out what the capabilities of the formula are like," Harry informed Fury.

There was a coolness to his voice that was rather dangerous and Fury knew better than to press the issue, at least too much.

"You better hope that for your sake, she doesn't become a threat," Fury offered Harry and the young hero stared back at him.

"She won't be a threat, I'll make sure she's completely safe," Harry offered as Gwen stood in the background.

Gwen honestly had yet to piece together how she felt about things, after Harry helped her get some level of control over her new powers, she felt so much better about the situation. There was still the humming in her head, as the blonde got used to the brand new sensations that was coursing through the back of her mind.

It was really amazing to see what the formula could do and Gwen was amazed that she had super powers.

"So how are you feeling?"

Pepper turned up outside of the building and faced Gwen.

"A bit hungry actually," Gwen admitted to her, as she rubbed her temple. The headaches are becoming less and less along with the random bouts of hot and cold. The blonde thought that things could gone a lot worse.

She held the notes that Harry was given and was pursuing them herself, they were really amazing. She hoped to find out a method to better regulate her powers and get the most out of them. The blonde was excited about the possibilities and also nervous about any side effects.

It was funny how a lab accident most times lead to super powers in this world but sometimes they weren't the good kind.

Fury stepped over and kept his eye locked onto Gwen's. The blonde placed her hands on her hips and stared back at the Commander of SHIELD. A smile crossed over her face as she stared him down.

There was a long chilling bit of silence that the two of them experienced before one set of eyes locked onto the one eye.

"I'm watching you," Fury told Gwen, he knew that if he had any excuse, he would bring her in. She would be a potentially useful resource for SHIELD if she exhibited the full benefits of the Extremis formula, along with the liability. He would need to monitor this situation closely, whether Potter liked it or not.

Speaking of Potter, he was there quickly, so quickly that it nearly made Fury's head spin.

"Are you sure you can spare the eye?" Gwen asked as Harry's arm wrapped around her waist and pulled her in close towards him. Her head relaxed a slight bit on his shoulder.

Kitty stepped off to the side and Harry looped an arm around her as well.

"Yeah, Fury, you might want to get a hobby," Kitty offered, not resisting the shot at him.

Fury did not say anything but he turned around and walked off.

When Fury was out of earshot, Harry spun around to face Gwen.

"So how are you really feeling?" Harry asked her in a quiet voice.

Gwen's expression was honest even though she was trying to reconcile everything that happened.

"Well it was like I told Pepper, I'm a bit hungry," Gwen offered. "I'm still trying to make heads or tails of everything with this formula and what it's done to me."

"Well we'll get you a bite to eat and then I'll get you back to headquarters," Harry informed Gwen and the blonde's eyebrow raised before her expression combed over Harry.

"Okay, fair enough, get a free meal and a free doctor's checkup," Gwen offered before added with a mischievous glint in her eye. "So do I get a full physical?"

Harry smiled at her before offering with a teasing expression. "If you play your cards right."

Gwen leaned forward and wrapped her arms around her boyfriend's waist, before pulling him into a deep kiss. Harry noticed that her grip was even stronger than normal and her body underwent some development but he would have to do more in depth research on that later.

"Well I didn't expect you to eat that much, all things considered," Harry informed Gwen and the blonde gave him a wide and unapologetic smile as she faced him.

"Well, I don't know, it feels my metabolism is different, and….I might need more fuel," Gwen offered to Harry. "Kind of like Peter when he got his spider powers."

This caused Gwen to stop and think about something that she had nearly forgotten to tell Harry in all of the excitement.

"Speaking of Peter, there is something….that's off with him," Gwen told Harry and the emerald eyed wizard's eyes fully focused on her.

"You mean more so than usual," Harry offered Gwen and the blonde's expression just twisted into a smile.

"Yes, exactly," Gwen told Harry dryly as she pressed her hands on her hips. "But seriously, there's something wrong with him, I don't even know where to begin."

Gwen decided that something clicked in her mind.

"It was around that time that he had the black suit," Gwen offered to him and Harry placed his hand on his chin.

He pondered over the matter, he thought that the black suit when he caught a glimpse of it was just a case of a super hero reinventing himself. And he assumed that Peter's rougher stance against the criminals was just one of those things that happened with many super heroes. There was a time where they came to the conclusion that the kid's gloves needed to be thrown off and they needed to smack around their enemies a bit more so they got the hint.

Then again, if Gwen was thinking that there was something off, then perhaps Harry should look into it a little bit. In case it was something more than the standards stress related meltdowns that heroes had from time to time.

"Worry about one thing at a time, Gwen," Harry offered as he appeared outside the gate. Kitty checked her watch.

"I better get going, got some homework to get caught up on," Kitty offered Harry, she was going to pay for being absent for the first couple of weeks of the school year.

"Yeah, that might be wise," Harry offered as he gave Kitty a light kiss across the cheek.

This allowed Gwen to take a look at the main headquarters. To the naked eye on the outside, it was nothing extraordinary, your standard run of the mill private school with windows, doors, and a roof, panted black and white. There were no extraordinary patterns. There was a walkway from the gate to the main entrance, even though it was mostly just for show. Harry had arranged for those in the know to be ported in from the main gates. Everyone else got to walk.

It was what was on the inside that was the real draw, the real attraction. And the school was so much bigger on the inside than it was on the outside. It was extraordinary to the highest degree, with it's high tech crystalized structure that was smooth and cool to the surface. Everything felt so alive but naturally for those not in the know, it projected a more mundane interior and exterior.

The walls had architecture on the inside that was unlike anything that would be seen on Earth. The first level was mostly for public meetings unless they were in the know naturally. The blonde whistled as she saw it, staircases, along with a library off to the side with tons of books. Then there was a waiting room with comfortable chairs, more books, and a television.

There was a side office to the side of Harry's that Gwen supposed was for an assistant that Harry had not gotten around to hiring as of yet.

He lead her past his office and down the hallway. There was a stairway that lead up to the bedrooms. Gwen remembered Harry mentioned that he had something like one hundred and fifty bedrooms which was absolutely absurd.

"Your security system is amazing," Gwen offered as they made their way to the elevator. Kitty having long since parted with them and made her way to her room to get some work done.

"You're too kind," Lily remarked as she appeared in front of them.

"So, Gwen, this is my mother," Harry remarked to Gwen and the blonde's eyes widened. "She died when I was one years old but she was reborn into an Artificial Intelligence Construct that can interact with other people and do anything that a normal person could do."

Perhaps it was the day that she had, but Gwen's mind flew to the gutter and she wondered if she was reading much more into this situation.

"I designed the security system to make sure that no undesirable elements entered this dwelling," Lily added.

"And I helped," Lara offered with a smile as she joined them, it was a really improved version of the security that Jor-El started to develop for the Council on Krypton. However the Council refused to implement it so Lara took the project, making them think that Jor-El discarded it. With help from Lily, Alura, and Peve they implemented the necessary changes.

"And that's my other mother," Harry remarked to her before he added. "And Kara's mother, Alura, is here as well, along with my ancestor many times over, Peve."

"I see," Gwen offered, she took this all in.

The doors opened on the other side and it allowed them to be admitted inside the lab. Gwen took a look around the lab, there was a lot of equipment that she had no idea what it was and for her that was saying something.

"Nice, I might have to move in here," Gwen offered as she looked at the equipment.

Harry could not resist firing back. "Well, I'd be glad to have you."

Gwen's attention diverted towards a glass case that was in the back of the lab. The blonde kept her gaze fixed firmly on it. It was a chunk of the meteor rock that fell from the sky a few weeks ago.

"That's the meteor rock," Gwen commented and she stepped forward.

"Apparently, it does cause me harm, although that's not a big enough chunk of it," Harry offered to her. "It came from the same home planet that Kara and I were from, Krypton."

"So a meteorite from Krypton….why don't we just call it Kryptonite, it rolls off the tongue a lot easier?" Gwen asked him and Harry smiled.

"That would be great, but we need to do the scan, so please strip off your clothes and get on that table over there," Harry told Gwen.

Gwen's expression turned to a knowing smile as she looked at Harry. "You know, there are a lot easier ways to get me out of my clothes."

Harry smiled back at her. "Gwen, the sooner that we get this over with, the sooner we can get to more pleasurable activities."

Gwen got the message loud and clear and the grin across her face got even wider as she stripped off her clothes. First her black shirt was taken off to reveal her ample breasts covered in nothing but a bra. She ran her hands purposely down her tight stomach and watched Harry watching her explore her newly formed more prominent curves. She unbuttoned her jeans and slid them down her body to reveal a lacy pair of black panties.

"And by all of the way, you mean all of the way, don't you?" Gwen asked as she did a twirl, barely keeping the smile off of her face as she showed her body off for her man.

"Yes, I mean all of the way," Harry offered with a grin. "I know you're not shy to begin with."

Gwen smiled before she unclipped her bra and purposely turned away from Harry. She bent over her with underwear clad ass pointed up towards Harry. Her smile increased as she slipped the bra off and turned around.

"So, do you see anything you like?" Gwen asked and Harry smiled.

"I see plenty of what I like, now the panties, please, and we can get this show on the road," Harry remarked.

"Never appreciate a good tease, do you?" Gwen asked as she slipped off her panties before she sat on the table, cross legged. Her lips were pursed as she looked at Harry.

"That shouldn't take more than a few seconds," Harry offered to Gwen and the blonde's eyes followed him expressively. "In fact, getting your school picture taken is far worse than this."

Harry clicked on the machine and there was a flash as the crystals analyzed Gwen's newly modified body.

"Well, your strength, speed, stamina, and metabolism have been increased, along with a growth spurt," Harry informed her. "And that's in addition to the X-Gene power that you had."

"What X-Gene power?" Gwen asked, this was the first that she heard of something like this.

"Well, there might be an X-Gene present in all humans, but most of them it's latent," Harry informed Gwen. "You know, how everyone has cancerous cells but only a fraction of people have cancer?"

"Yes, I know that," Gwen agreed, she was a genius. "So what's my power?"

"I'm not sure, more tests are going to have to be run," Harry offered Gwen and the blonde's head nodded.

"That can wait until later, but we have some more fun tests for the both of us to run," Gwen remarked before she shifted and watched Harry. "And you're in danger of suffering a sudden swelling, so you better get out of those clothes so we can have that checked out."

"If you insist," Harry told her, his grin widening.

Smut/Lemon Begins

Gwen grabbed his shirt and began to unfasten the buttons, working the material off of Harry's chest. With a swift motion, she slid the shirt off of him. She caught sight of his sexy abs and chest and was practically watering at the mouth from the sight of him. It was the type of thing that could stop traffic. The blonde was amazed by the sight that was before her and she was really entranced by him.

"Wow," Gwen breathed as she took her hands and ran it down his abs. She wrapped her arms around her, pressing her naked sexy body against him. The emerald eyed sorcerer pulled her into a tight hug as he tightened her body against his.

The blond really was enjoying the sensations against him and Harry reached behind her and cupped her tight ass, causing the pleasure to heighten. The two of them kissed each other, causing a sizzling sensation to spread through both of them. Gwen rubbed her groin up and down Harry's pants to cause a delightful amount of friction.

Harry reached around and cupped her breasts, they were much fuller than he remembered and they had grown a cup size at least. It was from some force of will that Gwen's bra stayed on when it did and he thought this statement as he continued to play with the delicious fun bags that were attached to the brainy wall.

"Subjects swelling has increased," Gwen offered as she broke the kiss and her eyes closed, before she reached down and squeezed Harry's package shamelessly with her hand. "Let's see if any oral efforts will cause his reaction to subside."

Gwen dropped down her knees and unbuckled his pants, making sure to keep eye contact with Harry as she worked them open. This added a certain heated emotion to the situation and Gwen kept working his pants over. She was pushing his pants down over his ankles and his boxers were revealed, before his throbbing cock pulsed out from the boxers, stretching out to try and meet her lips.

"He has swollen to a healthy twelve inches," Gwen offered before she pulled his boxers out and his large penis sprung out. She spat on her hand and used the lubrication to run up and down his magnificent prick. "Let's see if any further reaction can be caused with my lips on his throbbing member."

The blonde pushed her lips around the head and started to suck around the head, using her tongue to cause it to pulse and throb in her mouth, as she bobbed her mouth up and down on it, giving him a magnificent blowjob.

"Oh that's….fucking amazing Gwen," Harry told the blonde as he cupped her breasts and felt her magnificent mouth work down his pole. The wizard's eyes flickered as she worked him, making several passes and causing popping sounds to echo.

The sounds were wonderful; it was almost like Gwen was reading him and causing him the most pleasure. Harry placed a hand on the back of her head. She closed her eyes and kept forcing her mouth around his pole, working herself around him.

The blonde really enjoyed sucking his cock, taking it down her throat. She felt his hands roam her body, although maybe it was not his hands. The blonde was causing sensations around his cock before he kept working over her.

Gwen sucked him off for a few more minutes, feeling it pulse and throb in her mouth. At first she thought that she wanted it to spew down her throat but then she got a wicked idea and her eyes flashed with desire.

"Subject appears not to be going down any time soon," Gwen remarked as she eyed him before she cupped her breasts. "We're going to have to go with more drastic stimulation."

She placed her lips around him and kissed him, before pushing him back. Gwen sandwiched her tits on either side of him and gripped his throbbing cock. The blonde closed her eyes and began to work up and down his throbbing pole, working him to insane stimulation. The emerald eyed wizard closed his eyes and felt the rush of her massive globes working their way down his flesh pole.

"Damn Gwen, damn, so fucking hot," Harry breathed as he felt her determination as her tits gave his throbbing rod a workout.

"I know, it is, isn't it?" Gwen asked him as she took her breasts and kept rubbing them up and down his throbbing member, really working through it.

Gwen closed her eyes, she felt the sensations of this tit fuck, she was amazed to feel his meat between her newly developed tits. The formula that killed nine out of ten of the people that it infected and this was the gifts she received. Yes, Gwen approved of that most of the time. She leaned forward and used her tongue to stimulate them.

"Oh, yes, Gwen, those tits, they're mine," Harry breathed as he squeezed her supple melons and Gwen's eyes flickered shut.

"Yes, they're yours, yours, fuck them like you mean it," Gwen panted as Harry's rod speared in and out of her breasts and she popped her mouth around him.

Harry felt the amazing sensation of these supple melons working against him. The blonde really was working against him, giving him a work out.

"The subject is near ejaculation….he just needs a bit more motivation," Gwen breathed as she licked him before she forced her tits up and down him, rubbing his massive length in between her lovely breasts.

The charming tracing of Gwen's tongue around him and Harry was about ready to come undone. Pretty soon his balls were going to swell and send a heavy fluid to splash her tits. He was pretty close to coming undone and the wizard groped the underside of her breasts as he kept working into her.

"Yes, harder, going to cum," Harry panted.

"Cum on them, cum on these tits, oh yes," Gwen breathed as she used her supple melons to work around them.

Gwen was furiously rubbing him up and down, she was determined to bring him to the edge, she felt it coming.

The pleasure in Harry's groin burst and Gwen could have sworn that a fire hose went off. That much cum splashed on her tits, sticking to her breasts and rolling down to her stomach. The blonde shivered as the creamy ejaculate.

"Delicious," Gwen stated as she sat on the table across from Harry, making sure to lean back and let the cum roll off her tits. She caught it in her hands.

Gwen took one finger, soaking in Harry's seed before she brought it to her mouth and slowly popped it into her mouth. Slowly, she brought the dribbling seed off her lips, before running her tongue around it. She kept licking the cum from her hands and her eyes closed with a lustful purr.

Harry watched her feast on his seed and his cock started to throb in primal want. He needed to be inside her tight cunt and soon.

"It appears are subject has risen again," Gwen stated as she pushed herself up and threw her arms around Harry, before pressing her breasts against her lover's strong chest.

He was really throbbing and desired to get into her. Gwen rubbed her dripping pussy against his length but Harry grabbed her around the hips.

Gwen felt the juices pool from her pussy, excited at the domination that he exerted and he grabbed her, before stuffing his prick inside her.

"FUCK!" Gwen yelled as she felt more cock than ever before fill her.

"Fuck, Gwen, your cunt's hotter than a furnace," Harry grunted but it felt nice to him.

Gwen chewed on her lip; she had to keep from screaming to the heavens. Harry held her breasts in his hands and really manipulated them with his palms. She closed her eyes and rocked her head back, before he cupped her breasts and continued to manipulate the chest melons, working around her in circular motions. She felt his throbbing phallus between her legs and the intensity of the situation caused her body to get rocked.

"Just let it out, just let it out," Harry breathed as she wrapped around him and she slid up and down on his large pole.

Gwen was riding his cock like that was no more, her tight ass bouncing off his thighs and his hand reaching around her, before working around her supple cheeks. The blonde bit down on her lip in pleasure as she tilted her head back and screamed loudly. Another scream and her pussy tightened as the arousal exploded through her body.

"Mmm, damn it, mmm fuck, mmm fuck," Gwen panted heavily as she felt this mecca of manhood give her pussy a heavy workout.

Harry was fully intent to test the full limits of her stamina and kept beating her pussy raw, working into her. The blonde pushed up and rammed herself down onto his cock, using her pussy to tighten around him.

"Yes, yes, oh yes, fuck me," Gwen stated.

Harry cupped her breasts and gave them a tight squeeze which caused her tight walls to envelope him.

Gwen clenched so hard, she was feeling amazing, like her body was being pushed to the limits and she enjoyed it. The next sensation was even greater as his mouth worked her breasts, sucking on the nipples.

"Keep it up, Gwen, keep it up," Harry breathed as he felt her tight walls caress him and squeeze against him. More fluids dribbled down and lubricated his pole as it pushed into her body, working between her lips.

The blonde was squeezing him with everything that she had and she bit down on her lip really working against him. The blonde kept bouncing up and down against him, panting heavily, as more orgasms rattled through her body.

Despite it all, Gwen was able to keep up with him, amazingly enough. The blonde was keeping the pace together.

Minutes turned into hours as their hot young bodies were covered in healthy sheens of sweat. Harry gripped her breasts and lavished her sweaty nipples.

Gwen thought she was going to come undone with his hot tongue working her, causing pleasure to course through her body. His fingers trailed all over her body and his hand worked over her body, taking his hands over her hips. The blonde breathed heavily.

All good things came to an end eventually and she felt him tightening around him.

"Cum, oh I'd like it in me," Gwen panted as Harry grabbed her breasts.

His powerful cock speared between her lips and the blonde lost herself to the pleasure, with Harry grabbing around her, roaming all down her body. The wizard traced patterns down her body.

After a while, his loins exploded and sent several spurts of cum into her waiting womb. Gwen felt the passion explode through her and the blonde kept her breathing increased by tenfold.

Harry pulled out of her and saw the fluids spilling from her dripping pussy. She reached forward and groped him with a lustful grin.

"Do you think we were done?" Gwen asked him and Harry smiled.

"Not by a longshot."

Smut/Lemon Ends. 

A trio of thugs rushed down an alleyway, their nerves racing through their minds and bodies as they picked up the pace. They were nervously trying to evade everything that was going on around them.

"He's right behind us, man," one of the thugs stated but another pulled a gun out.

"I'll take him out, what could happen?" the second thug stated.

The third thug nervously bit down on his lip and held out a knife of his own.

Black webbing shot out and wrapped around the knife, disarming the thug and sending him flying up then down to the ground hard in a huge crash. The dark shadowed figure rushed forward, ducking his head and doing a forward roll before he took out his enemy. The web swinger was returning back to battle, his eyes flashing, using his flash acrobatics to confuse and befuddle his enemies.

"You punks stole from the cookie jar, now you're going to pay," Spider-Man stated as he gritted his teeth then nailed his enemy with a punch to the face causing him to smash back hard into the closest wall with a thunderous clatter. Knocked unconscious he slid down the wall to finally come to a stop once reaching the ground.

"What are you going to do…."

One of the thugs was plucked up by the ankle.

"Man, I have a wife, three kids, and a mortgage, could you go easy on me?" the thug asked as Spider-Man swung him from side to side.

"I could but I won't," he offered as he kept the thug dangling upside down, swaying from one side to the next. He tried to kick out but it was a folly. He could not escape the grip of the web slinger no matter how hard he tried to fight out.

"What is it….I'll give you….I'll give you anything you want," the thug stated as he tried to struggle out of his grip. "You want money, I'll give you money."

The thug reached into his pocket and he threw the money on the ground.

"See, money, lots of money, green stuff, makes the world go around…."

The thug was smacked hard against the wall. The web slinger was angered by the attacks and was going to make the thug suffer for everything.

"You've stolen that money, it's dirty, it's no good," Spider-Man stated as his eyes squinted together. "I want you to feel this moment, to breath in, draw in your last depraved breath."

The thug whimpered before the web slinger wrapped the black webbing around him. It covered his toes before going down his legs, onto his crotch. A cocoon was forming around him.

"Please now, what do you want from me?"

"We want you to beg for your life," Spider-Man stated as only he could in this situation. The web slinger had him swinging up and down, ready to punish the wicked individual that he had underneath his grip. The web slinger was gritting his teeth as he held his enemy in position. "Do you do that, do you beg for your life?"

"Please, yes, I'm begging, see, it's me, I'm begging, please, please, please," the thug stated as he kept swinging back and forth. He could not believe it.

His face and eyes were covered and that stuff was moving around him. The thug was about ready to soil his shorts because of the punishment.

"Don't, don't, please, don't," the thug stammered loudly.

Spider-Man's smile became even more wicked before he heard a camera clicking over his shoulder.

Eddie Brock stood standing in the shadows and kept clicking the camera. The web slinger was watching the camera as it kept on him.

'He dares try and make a dollar at our expense,' the voice that echoed through Spider-Man's head stated.

Spider-Man launched his web line over and grabbed onto the camera before he yanked it into his hand. The camera was in his hand and the web slinger held it, turning it over.

"Hey, that's my camera," Brock stated as his anger festered but the web slinger's expression got even more dangerous.

"No, it was your camera," Spider-Man offered as he dropped the camera before he smashed it with a vicious stomp. "You want to make something off of the name of Spider-Man, you're barking up the wrong tree."

Brock scurried to his knees, trying to salvage the broken pieces of his camera. Cursing under his breath as he tried to save it.

"No, no, no, damn you Spider-Man!" Brock yelled.

He was not having the best time, between that no good tease Lane blowing him off, Jameson up his ass, and now this. It was not some cheap camera that he picked up either, he saved his money for it for a very long time.

Brock picked up the pieces of the camera, scooping them up but it was busted beyond all repair and it hissed.

The photographer reached around and scooped up the remaining pieces of his camera, along with the money that had been dropped on the ground, shoving it in his pocket after he was sure that no one was looking.