Spider-Man/X-Men: Elements of a Mystery 6/8

Tokyo, Japan----

Storm stood looking out into the night enjoying the feel of the wind. She'd been to Japan a few times before but it had been some time since her last visit. She truly loved the cool winds blowing in off the ocean not far away. But as always such things were fleeting for her, she had business to attend to.

"Shiro we have reason to believe that you are the next target.", Rogue said from behind her.

She turned to see the lovely young woman in her green uniform speaking to a handsome Japanese man.

She knew the man very well, after all years ago Sunfire had nearly joined the X-Men.

"Sunfire I would not have brought our concerns to you without good reason. This Lord Telgus has two of the elements she needs and with only fire and water remaining....well you can see why you would make a target for her.", Storm said smoothly.

Sunfire nodded, "Indeed but I am no coward Storm. Let this woman come so that she can feel the power of Sunfire."

Rogue groaned, "Shiro! Her people can teleport and she took Angel right out from under us. As powerful as you are she might have planned for that!"

Gambit watched all of this with a sneer. He disliked Sunfire for a few reasons, not the least of which was the bull-headed pride that Sunfire always exhibited. But he had been determined to come along to watch Rogue's back.

Just then a beep sounded from Storm's communicator. She tapped it and frowned at the emergency emanating from Iceman's personal unit.

"It seems we have a problem Sunfire. Iceman used his emergency beacon, he and Shadowcat were sent to check on Hydro-Man. I would assume that Telgus has struck them at that location. Thus her desire to gain a fire element grows.", Storm said firmly.

Sunfire frowned, "I will accompany you then Storm. I have no desire to become a woman."

Storm nodded and turned, <Charles?>, she asked mentally.

<I have been monitoring both teams telepathically. Telgus must assume that the X-Men are a disbanded group at present after our little performance earlier. I lost contact with Kitty and Iceman some time ago....the contact since has been sporadic and jumbled. They are alive that much I can determine and Spider-Man was with them when I lost contact. I have dispatched Wolverine, Cyclops, and Phoenix to check on them while Colossus, Beast, Marrow, and Psylocke warn the Human Torch.>, Professor Charles Xavier answered inside her mind.

It never failed to amaze Storm at how easily Xavier could communicate with her so far away. She was thousands of miles away and yet the Professor's mental power seemed as strong as if he were standing next to her.

Storm nodded, "We'll return to New York to check on our teammates.", she said simply while walking towards where they had landed their jet, the Blackbird, earlier in the day.

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New York City, Fantastic Four's Harbor Home----

Hank McCoy smiled as Reed Richards walked out to meet them. It was all too rare that the X-Men and Fantastic Four teamed up, and even more rare when they did so without an insipid super-hero clich battle.

"Dr. McCoy. To what do I owe the pleasure of this visit?", Reed asked with a smile.

The Beast sighed, "A warning actually. We have been trying to stop a woman named Telgus from assembling the four beings she needs to complete a spell. She seems to need four males who are in touch with one of the elements. It seems she was male once and desires to be again...the problem with this is that according to Dr. Strange she would become a man of power that only Onslaught could have approached.".

Reed nodded, "Ben being made of rock makes him a target, as does the Torch's fire powers."

The Beast frowned, "The Thing is safe, Telgus needs fire to complete the spell. We dispatched a team to Japan to warn Sunfire as well. I would doubt that someone would attack the Fantastic Four at their own home however."

Reed grimaced, "The Torch isn't here Hank. He went to a race at Watkins Glen up state. Let me try to contact him."

He tapped the computer on his wrist and frowned, "No response. That could just mean Johnny is ignoring it."

"Or he could be under attack.", the Beast said with a grimace.

Reed frowned, "I'll gather Sue and Ben and meet you at the race track. If Telgus assumed that we would just allow her to take one of the Fantastic Four without reprisal then she'll find out just how wrong she was."

The Beast leaped away to rejoin his teammates for the flight to meet up with the FF. Given Reed's knowledge Hank knew that the Four would be on hand well before his own team.

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Johnny Storm had been watching the race with his new would-be girlfriend Namorita Prentiss when a group of armored women had suddenly appeared above the crowd.

He wasted no time in flaming on and flying into the sky to combat them and Namorita, herself a superheroine, had joined him. The women attacking them were professionals to be sure but their armor was no match for Johnny's flame powers.

He'd battled Doctor Doom, Iron Man, and dozens of other armor-clad foes over the years and knew the weaknesses in depending on such technology. Few cooling systems could keep the armor from shorting out when Johnny turned up the heat and even those that absorbed that heat could only take so much.

He didn't even watch Namorita, he knew she could take care of herself. With superior speed, strength, and flight powers the woman was nearly the equal of her cousin Namor. And so confident was Johnny in victory that he didn't even bother to call for reinforcements.

But by the time Reed's message flashed across the display on his own wrist unit he knew that the battle was starting to become unwinnable. These ladies were firing on the crowd at times, forcing him to save the innocents below...and make him an easy target for their blasters.

If he were still the kid he'd been his flames would have died out some time before but even with his greater power the Torch knew he was pushing himself to his limits. He'd been forced to use too much flame and for too long against these women. He could go super-nova but the heat would kill hundreds below and the women inside the armor as well...along with Namorita.

He was really beginning to wish that he'd stayed home to watch movies with Nita.

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Storm walked into the frozen interior of Ryker's Island alongside Sunfire, Gambit, and Rogue. She was prepared for anything that might attack...or anyone for that matter. Iceman and Shadowcat were more than capable of handling themselves especially since Spider-Man had joined them from all accounts.

Rogue heard the sounds first since she possessed the senses of the former Ms. Marvel. Even using those enhanced senses made her remember all too well the day she'd stolen most of the woman that Carol Danvers had been.

Gambit led the way with the ease of the thief he was. Although he had to admit to disliking being inside a prison. When he came upon the cause of the noises they had been hearing he stopped and frowned.

Storm frowned as she watched Gambit stop and look at something in the chamber ahead. And the noises! It sounded like someone making love.

She walked in and found herself with nearly the same reaction as Gambit...namely she was stunned.

"Kitty Pryde...just what the blazes are ya doin!?", Rogue snapped at seeing Kitty having sex with Nick Fury.

Storm frowned as she saw another couple having sex not far away. One of them she recognized as Bobby Drake, the X-Man known as Iceman. The other was a voluptuous brunette who seemed to be enjoying herself just as Kitty was.

Gambit knelt by their discarded clothing an frowned, "Stormy...I tink ya need ta see dis.", he said in his Cajun accent.

She saw what he was holding up and frowned. It was Spider-Man's uniform and yet there was no sign of the wall-crawler in the room.

Storm looked at the chesty woman atop of Iceman and frowned, "Could that woman be Spider-Man?", she asked Gambit.

The Cajun shrugged, "Wouldn't be da strangest ting I ever seen."

Rogue finally grabbed Kitty's body and pulled the woman off of Fury. Gambit followed by yanking the brunette off of Iceman. Once they were separated all four of the lovers seemed to come out of a trance.

"Wha...what happened?", Spider-Man groaned as he came to his senses.

He shook his head to clear it and felt his chest jiggle side to side slightly. He glanced down and found himself staring at an extremely large pair of female breasts...breasts covered in sweat as was the rest of him...her. A glance down below his new breasts made Spider-Man nearly vomit. He not only had a vagina....but had semen on her thighs from having sex with Iceman.

"This is so weird.", Kitty groaned from the body of Iceman as she realized what body she was inside.

"You're telling me!?", Nick Fury groaned as he covered the breasts of his own new form, formerly that of Kitty Pryde.

"What were you thinking girl!?", Rogue growled as she shook Kitty's body, "How could you be screwing Nick Fury...he's old enough to be your father!"

Nick phased slightly until she was free of Rogue and frowned, "Grandfather actually. And we didn't have much choice in the matter. I'm really Nick Fury trapped in this body and after Mandrill and his goons finished with us we were in a trance."

"Then which are you?", Storm asked the body of Nick Fury.

"Iceman.", the older man replied, "And Kitty is in my body."

"How did you come to be a female Spider-Man?", Sunfire asked the nude woman that Spidey now was.

Spider-Man frowned, "Mandrill had a woman with him who could make men do anything. She froze me in place and kissed me....her kiss turned me into a woman. Then Mandrill....he used that pheromone power of his to order me to...God...have sex with Iceman's body."

Storm frowned at the strange situation, "I know all of you have suffered unbelievable trauma in the last few hours but I have to ask for your help. We need to find a way to stop Lord Telgus quickly."

A buzz from her communicator made Storm groan. She tapped a button on her gauntlet and heard the voice of Hank McCoy come out.

"Storm. This is the Beast, we're on our way to Watkins Glen, New York. It seems that Lord Telgus' forces have made a play for the Human Torch, might I suggest that you arrive to help us.", the Beast said.

Storm nodded, "We'll be there as quickly as possible Hank...would you happen to have Reed Richards with you?"

"He'll be meeting us there, might I inquire why you asked?", the Beast replied.

"We have some.....problems that he might be able to help with. Storm out.", she said while tapping the communicator off.

"I'm sorry that we don't have time to help you four adjust to your new forms, but the Human Torch seems to be the target of Telgus' forces. The Fantastic Four and the rest of the X-Men are on the way as we speak.", Storm told the assembled heroes.

Spider-Man pulled on her mask and uniform and grimaced at how tight the material was over her buxom female form. Her male underwear that she wore under the costume served to

keep her sex from showing but her breasts looked nearly naked. The material was tight enough that her nipples were easily noticeable poking against the fabric. She tried to put in out of her mind for the moment, the Torch was one of her best friends and she didn't want to see the hothead end up like her.

Within moments they were getting into the jet and taking off for upstate New York.

Just outside Albany, New York---

Wolverine sniffed the air and nodded to his two companions to come forward. Following his lead were Cyclops and Phoenix...team members he'd known for years.

<I hope you're sure about this Logan. We were supposed to check on Kitty and Iceman.>, Jean Grey mentally sent to Wolverine.

Logan frowned, "I'm sure they brought Angel here. I smell the boy scout...and I'm also picking up the Sandman and Hydro-Man. Seems Telgus had been pretty busy over the last few days. You get hold of Chuck yet?"

Jean nodded, "There was a lot of interference but I managed to inform him of your suspicion. He told me that Telgus' forces are trying to take the Human Torch as we speak."

Scott Summers, Cyclops to the world while in uniform, grimaced at that, "We need to act quickly then before it's too late."

Wolverine's claws popped out and the feral mutant turned to them with a grin, "Just what I was thinking."

The three heroes made their way into the compound silently.

Watkins Glen ----

The Torch barely dodged another burst of energy then returned fire with a weak flame jet. His power was nearly spent even as he strained to keep aloft. And there was no allies to help yet.

Namorita lay unconscious far below, having been caught in a crossfire of three of the armored attackers. He'd been clipped with a stun beam while trying to catch Nita and had watched in horror as the woman slammed into the bleachers below. He knew Namorita was tough, she was the cousin of the super-powered Namor the Sub-Mariner after all, but that impact might have killed even her.

He'd used the rage to fuel his waning powers but even that hadn't lasted long. For every woman he took down three more seemed to come into the fight.

Then one of the women held up a hand and pulled off her helmet.

The Torch frowned but didn't blast her.

"Your girlfriend is near death Torch. If you continue to fight us your allies will arrive and rout us.....but your friend will be dead. I have the power to heal her but only is you allow us to take you captive.", the woman said with a smile.

Johnny grimaced, "Fine. Just heal her."

He landed and doused his flames even as the red-haired woman he'd been speaking to landed beside Namorita.

She laid her hands on the nearly dead woman and a glow seemed to surround the cousin of Namor.

When the glow lifted a ten year old girl lay where Namorita had been. She was regressed back under puberty and seemed tiny compared to the muscular Nita.

The Torch started to flame on again until a pair of women grabbed his arms and covered him with a field that prevented his powers from working.

"What did you do to her! Change her back now!", he snarled.

The woman that had healed and regressed Namorita smiled, "Sorry. This is the side effect of my healing powers, by healing the wound I seem to regress the body's genetic structure. I did you a favor by only healing her enough to recover. To restore her to full health I would have reverted her to infancy."

Johnny felt a shock as the woman stunned him with a laser rifle. As he slumped in the arms of his captors he apologized for ever getting Nita into any of this.

The redhead tapped a button on her chestplate, "This is Verner. I have the Torch. We'll be back within a half-hour."

The remaining women rocketed into the air even as their unconscious or immobile comrades shimmered and disappeared.

When the Fantastic Four and X-Men arrived ten minutes later they found the raceway in shambles from what seemed to have been a massive battle. There seemed to be scorch marks from the Torch's flames as well as laser burns on the grass. But there was no sign of any of the combatants.

That is until Ben Grimm looked under the bleachers.

The Thing lifted the ruined seats and tossed them aside to reveal the unconscious girl he'd seen. He knelt beside her and turned her over....and stopped in shock.

"Reed!", he yelled.

Reed Richards stretched his head over to check and stared at the young girl in the Thing's arms.

"Namorita seems to have been regressed in age....fascinating.", Mr. Fantastic said while examining the unconscious child.

A moment later he brought the rest of his body over and checked her with a medical scanner, "She has a severe concussion. As for the reversal in age it doesn't seem to involve any manipulation of temporal fields. The cells seemed to have been regressed through some sort of genetic manipulation. I'll have to check into this while I treat her."

Susan walked up and gasped at the girl, "Who could do this to here Reed?"

Reed sighed, "Genetic alternations are not uncommon in this time of superhumans. It could have been a mutant or perhaps someone armed with a weapon of some advanced sort."

The Thing lifted the little girl in his arms and frowned, "We're gonna get them for doin' this to ya Nita."

"Just as important is the fact that they now have three elements of the spell.", the Beast said with a grimace.

Rogue landed at that moment with Gambit in her arms.

"Correction Hank....they have all four of the elements now. They made off with Hydro-Man.", the buxom woman groaned.

Storm landed a moment later in the Blackbird. When the door opened Iceman, Nick Fury, Kitty Pryde, and Sunfire stepped out alongside the weather-controlling mutant. Behind Storm a very embarrassed Spider-Man made her way out.

She wanted to hide the moment she saw the looks of confusion from the various members of the X-Men and Fantastic Four.

Hank mused, "I was not aware that Spider-Woman had adopted the look of her male counterpart."

Gambit grinned slightly, "Actually Beast the young petite` is Spider-Man. Quite the improvement eh?"

Reed came up next to Spider-Man and held the small scanner in front of her for a moment.

"A genetic transformation in much the same fashion as Namorita's. Interesting...what caused this Spider-Man?", he asked.

She frowned at having to speak given her newly feminine voice but eventually spoke, "There was a woman with the Mandrill who had the same power, but with men. She used it to make me go into a trance then she kissed me....and I changed into this. Then Mandrill used his own powers on my female body and....and I'd rather not say what happened next."

The Thing found himself staring at the over-endowed young woman in Spider-Man's uniform. Seeing Namorita as a child was weird enough but seeing the Wall-Crawler as a chesty babe was much worse. When Spider-Man glanced at him he found himself looking away in embarrassment that he'd been staring at her breasts.

Spider-Man was glad that her mask covered her entire face because she was red-faced from seeing the Thing's stunned look. When she got another chance at that woman who had transformed him she'd make sure the villainess was paid in full. After all she was a woman as well now, so she didn't have to worry about civility.

"I fear we need to find the center of Telgus' power quickly before it is too late.", Reed mused.

At that moment Storm stiffened as Xavier contacted her mentally.

A few minutes later she turned back to the assembled heroes, "Jean, Cyclops, and Wolverine have found the villain's lair it seems. From what I've been told mentally we can find it near the city of Albany."

Spider-Man clenched her fists and snarled, "Well what are we waiting for!? I'm going to get changed back if I have to pound Lord Telgus herself!"