At school, the next day

When I entered Mrs. Andrews’ classroom, she was busily writing on her whiteboard. She wore a light gray pencil skirt that hugged her hips and thighs and a white button-down blouse. My eyes fell to her shapely rear, barely constrained by her tight skirt. She dropped her marker and bent over to retrieve it instead of kneeling down, causing her dress to ride up her thighs and accentuating the shape of her bubble butt.

I couldn’t help but picture her naked. I’d been in her head yesterday, but I hadn’t really delved too far back in her memories, too stunned at the time to understand what my powers allowed me to do. I shook my head. God, had it really only been a day since I’d discovered I even had powers? I feel like I've gained so much since then. I had MJ and Misty. And Mom, sort of. By the time she’d gotten back to the apartment, Misty, MJ, and I had gone back to sleep and she hadn’t bothered to check in on me. I’d woken up just as she was leaving again. She’d blinked when she noticed Misty and MJ with me, but a quick memory rearrangement had made her accept it as natural for either or both women to sleep with me and that she wanted to keep it a secret. Subsequent alterations of MJ’s and Misty’s memories made this arrangement normal for them as well.

I looked around the classroom. It was still early, so me and Mrs. Andrews were alone in the room. Indirect sunlight came in through the windows, melding somewhat incongruously with the artificial light from the fluorescents.

“Hey Adam, you’re here early!” Mrs. Andrews greeted me cheerfully, jolting me from my thoughts. I looked back at her and smiled. Her blue eyes stared at me from behind her rectangular spectacles.

“Well, I got a ride here from a friend instead of taking the bus,” I said, rubbing the back of my neck. Misty had insisted that she be allowed to drop me off at school instead of me taking the bus, which was more than fine by me. She drove a black Ford Mustang convertible that must have had some aftermarket work, because I’d never been in a car that accelerated that fast. She’d bobbed and weaved through rush hour New York traffic like it was nothing, somehow not attracting any attention from the NYPD. I’d laughed with joy the whole way through. Misty’s ensuing grin had been all too pleased, and she’d given me a playful pat on the shoulder when we arrived at school.

“Oh, that’s nice.” Mrs. Andrews smiled politely, giving me a once-over. “You know, you seem different from usual.”

I raised my eyebrows. I didn’t remember changing my look at all. I touched my hair. Yep, still the same basic clean-cut style I’d always had it in. Back when I had more friends, they used to harp on me for not really growing my hair out like they did, but they didn’t understand. When you were the son of two cops, one of whom had served in the military, you learned to keep yourself consistently well-groomed lest you attract their criticism. A part of me always secretly wished I could grow my hair out like Misty’s. I always loved her dark, curly hair and wondered how much shit she’d gotten for it while she’d been on the ****.

“Different?” I asked, wondering what she could possibly mean.

My teacher nodded; her eyes rife with concern.

“Well, you usually slink into my class late or right at the bell, even on days like yesterday when you have calculus in the afternoon. And you always seem to stare off into space, like you’re distracted by something. Now, you’re here bright and early and smiling like whatever’s been bothering you for the past year is just… no longer a factor.”

Smiling wryly, I said, “Isn’t that a good thing?”

She shook her head.

“Absolutely, but that doesn’t change the fact that I’ve been concerned about you. You have so much potential and I want you to succeed. You have so much to offer the world if you just apply yourself,” she said, her voice soft. She took a step towards me. Her big, fat breasts jiggled slightly in her blouse.

I swallowed. What was she talking about? Then I remembered that she’d told me I should seek her out if I had questions or just wanted to talk. Technically, she hadn’t actually said the words, but she remembered saying them, and ultimately, that’s what mattered.

“Oh, right. Yeah, I think I might just do that. When do you think would be a good time for that?” I said, a bit of eagerness slipping into my voice. With MJ and Misty becoming mine, I’d almost forgotten that there were other women in the world. That I didn’t have to limit myself to them. A part of me warned that I should be cautious; I still remembered the dream I’d had of being at the Baxter Building. The more people whose memories I altered, the more likely it was that the powers that be took notice.

But Rebecca Andrews was right there. Curvy and beautiful, nearly thirty and with a mind as easily altered as anyone else that I’d used my powers on so far. Could I really deny myself what I desired when what I wanted could be mine as easily as thinking it?

“You can stop by my classroom during lunch or after school today if you want,” she replied easily, her tone nurturing. “My door’s always open.”

Her inviting stare made my decision for me.

“Sure, why not?” It’s not like I had anywhere to be after school. Misty said my training wouldn’t begin until this weekend at the earliest and MJ would understand.

“Great!” Mrs. Andrews said. “Why don’t you go find a seat? I’ve got to finish setting up the whiteboard before the rest of your classmates arrive.”

I nodded, but didn’t move right away. Just for fun, I dove into her mind. It was easy, like cutting through hot butter. I traveled back in her memories to early this morning.

I watched through her eyes as she woke up in her bed to find her dark-haired husband sleeping next to her. Her vision was slightly blurry, and I realized she wasn’t wearing her glasses. A dip further back into her memories told me she was nearsighted and had been since the third grade.

I felt a flash of aggravation from Rebecca. Mrs. Andrews. Her husband had gathered the covers for himself during the night. Rebecca was sorely tempted to wake him up early in ****, but told herself that if her husband were awake, he’d be fighting her for access to the bathroom. Better to let him sleep it off and use all the hot water for herself. She entered the bathroom and took off the underwear shorts and T-shirt she’d slept in and turned on the shower. I froze her memory when she looked at herself in the mirror, treating me to a view of her naked body for the first time, even if the sight was slightly blurry. Damn, she was hot, and though her tits weren’t quite as large as MJ’s, there were still pretty big. Her stomach was toned; Rebecca kept herself fit. Another dip into the recesses of her mind let me know that she visited the gym in her apartment complex three times a week on Monday, Wednesday, and Friday and became aggravated when she missed a session.

I caught a glimpse of something glittering in her belly button. A piercing? I dove further back into her memories and witnessed the moment she’d gotten it done, as well as the exact time she’d decided she’d wanted one.

Huh. I didn’t think Mrs. Andrews was the type to get piercing in her belly button, but more power to her, I guess.

I let her memories play again, watching through her eyes as she soaped up her impressive breasts and enjoyed the refreshing hot water. Huh. This is actually pretty nice. I might stay here a while.

Time’s strange here. Play. Pause. Rewind. Pause. Play. Fast forward. Pause. Rewind. Play.

I never thought I’d think of memories as the old VHS tapes Mom used to have before she threw them out. Except, I wasn’t witnessing. I was experiencing memories as if I’d lived them. But that wasn’t right, either. When you think of a memory, it’s usually a conscious effort on your part, and you don’t recall it in perfect detail, usually, and the sensations you experienced in the past don’t carry over with the same intensity.

Here, I could experience a hot, refreshing shower with a beautiful, naked woman as many times as I wanted for as long as I wanted. If wished, I could edit any portion of this memory; turn it into something pleasurable or painful or wipe it away altogether.

Hm. Why not let her feel pleasure?

I made her memories shift around me like an infinitely complex Rubik’s Cube. She began moving her hand between her thighs, rubbing her aching pussy, wishing she could just be fucked, filled to the brim by a man who knew what he was doing. Her husband was a good lover, but they’d both been so busy lately that it had been almost two weeks since they’d had sex. I made her remember masturbating often, letting a sort of desperation come over her.

The fingers on her free hand dug into her palm as she rubbed herself, slipping a finger into her tight pussy while hot water ran down her body. She sighed and moaned in pleasure even as frustration gnawed at her for not being able to experience the real thing. A let a bit of resentment towards her husband grow, even if Rebecca knew intellectually it wasn’t his fault.

The important thing was: Rebecca Andrews would be incredibly horny and sex-starved by the time I met her after school and made a few more alterations to her memories.

I exited her mind and the world went dark.

Reality came into focus soon after. Rebecca’s demeanor didn’t seem to change in a way I could see, and she kept writing on the whiteboard.

Almost immediately after I claimed my seat near the window, the door opened and a few students began filtering into the classroom. MJ was among them. Her green eyes lit up when she saw me, and I couldn’t help but smile at her. She was breathtaking, clad in a black halter top that showed off her plentiful cleavage and a pair of tight navy jeans that hugged her hips and thighs like a second skin. Her luscious red hair framed her face beautifully, spilling past her shoulders.

She rushed over to me, her breasts jiggling as she claimed the desk right next to mine. “Heya, Tiger!”

“Hey,” I greeted her. Misty and I had dropped her off at her place early this morning so she could get ready. “You know, Misty and I would have waited for you at your house.”

MJ waved me off.

“You’ve clearly never waited for a girl to get ready in the morning.” She smirked teasingly. “Do you know how long it takes to apply this makeup and do my hair? Eons, Adam. Eons.”

I laughed.

“Still made it here before class started. And you look amazing without all that stuff anyway,” I said. She certainly had last night and this morning.

She gave me a playful nudge and leaned over to whisper in my ear.

“You keep talking like that and I’m gonna start insisting we skip our next class and find a nice little quiet space for the two of us.”

Oh fuck…

“Oh, and I broke up with Peter, by the way,” she added almost as an afterthought.

My eyes widened. She… she had? I mean, she promised she would, but I didn’t think she’d do it so soon.

I licked my lips.

“What? Are you serious?”

She nodded.

“Oh yeah. He didn’t take it very well, but I don’t think either one of us expected he would,” she said.

In the front of the classroom, Rebecca wiped away one of her equations with an eraser.

I took MJ’s hand.

“Are you okay?” I asked.

MJ smiled and squeezed my hand.

“Yeah, I’m good,” MJ intoned softly. Our faces were almost touching. She grasped my right hand with both of hers. “I don’t regret it at all. You’re the one I want to be with.”

A pleasant shiver ran down my spine. Curious, I activated my power, entering MJ’s mind. I wanted to see the breakup for myself.

The world collapsed around me and I found myself in my girlfriend’s memories. The instant familiarity of the place struck me, and I felt the place flow and shift even more easily in tune with my thoughts than it had before.

I went back to this morning and saw her wake up next to Misty and I, all of us naked. She’d been so happy, happier than she’d been in a long time, even before I’d altered her memories. She felt an indescribable sense of belonging and warmth and safety sleeping with the two of us. I basked in that memory for a while, letting it wrap around me like a warm blanket.

Eventually, I fast-forwarded her memories until we dropped her off at her house. She’d unlocked the front door with her key and entered silently. The house was messy, with a stray beer can lying on the tiled floor and a half-eaten carton of Chinese takeout sitting on the coffee table in front of the couch. Her father, disheveled, was asleep on the couch in the living room. The only illumination besides the sunlight was the TV tuned to one of the network stations with talking heads discussing the morning news.

“Protests in Washington D.C. turned violent last night amid a congressional push to pass the Mutant Registration Act...” The television showed video of hundreds of people marching in the streets waving signs decrying the act. I wondered how many of them were mutants. Like me. Another video showed a group of counter-protestors waving anti-mutant signs and throwing what looked like bottles into the crowd, igniting an ugly brawl. The video cut away quickly, but not before I saw a young woman get knocked into the pavement and trampled by the crowd.

Fucking assholes. Why couldn’t they just leave her alone?

MJ sighed and shook her head.

Those poor people, she’d thought somberly. It wasn’t their fault they were born different…

I felt a flash of affection for her.

MJ tuned the news out and turned to her sleeping dad. He wore a stained white T-shirt and a pair of tattered denim pants. A grimy crescent of his hairy gut hung out the bottom of his shirt, and MJ looked away in disgust.

I was worried then that she might alert her father and incur some kind of punishment. I let the memories play out, cursing myself for forgetting to go inside and alter MJ’s father like I’d decided I would. I watched as she readied herself in the morning. I was on edge even though I knew she made it out fine. Thankfully, she managed to slip out of the house without waking him less than twenty minutes later and rode the bus to school, her heart thudding excitedly. She was so different from me. So… alive, for lack of a better word. Her emotions felt so much more intense than mine, and it was hard not to lose myself in them. I had to repeatedly remind myself not to get too immersed in them. They were dangerous. I might actually start thinking from her perspective again.

She reached Midtown High soon after. She was tempted to put off breaking things off with Peter and come find me, but she’d steeled herself and prepared to do what had to be done. She marched towards Peter’s locker, people turning to look at or greet her as she passed.

Flash Thompson. Liz Allan. Ava Ayala. So many familiar faces. None of them would have noticed me if I walked past them; I was pretty unremarkable and tried to lay low when I could. MJ was obviously a different story. Many of them smiled when they saw her, the eyes of men and women alike lingering on her either in admiration or envy or both. MJ seemed destined to be in the spotlight no matter where she went, so it made sense her dream was to be an actress one day.

Anyway, MJ soon found Peter at his locker chatting with Gwen Stacy. Gwen wore a cute green jacket over a dark blue shirt and a purpose skirt that clung to her shapely, athletic thighs. She had long blonde hair that cascaded down her neck and back. She was smiling at something Peter said, her eyes glimmering with affection.

I felt a twinge of regret. God, how long had it been since Gwen and I talked? A few months?

It was hard to believe she was Ghost Spider, Spider-Man’s partner who’d been enhanced by a bite from a genetically-altered spider. She was every bit as strong as Spider-Man, and if she learned anything from Captain Stacy, she probably knew the city’s criminal element like the back of her hand. Coupled with her knowledge of police procedures, she was probably formidable as hell. Peter couldn’t have picked a better person to crime-fight with.

Watching them from within MJ's memories, I wondered what Gwen would think if she knew I had powers. That I was probably a mutant. She’d probably be massively suspicious of me on principle if she knew what I could do.

I paused MJ’s memory to get a good look at Gwen, enjoying the way her shirt clung to her large, perky breasts. Maybe it was time I reconnected with her. We had so much history. It’d be a shame to just disappear after graduation and never see her again. Plus, she was a link to Peter as well as New York’s crime-fighting scene. The pragmatic side of me urged me to go to talk to her, use my powers, get her on the same page as me. I’d be much safer from the anti-mutant mob I’d seen on television with Gwen at my beck and call.

Letting the memory play out, I saw Gwen glance in MJ’s direction. She smiled, though I couldn’t help but notice it was slightly strained. Huh. Oh, right. MJ had been sure Gwen had a crush on Peter. Maybe it was true. The two were pretty close, it seemed.

“Morning, MJ,” Gwen said cheerily.

MJ nodded hesitantly. She wanted Gwen gone. She plastered a smile on her face. “Hey, good morning! How are you doing, Gwen?”

“Can’t complain. You?”

“Actually, I wanted to talk to Peter about something,” MJ said, giving Gwen a meaningful look.

Please, just take the hint, MJ had thought.

Gwen nodded after a few moments. She tucked a strand of blonde hair behind her ear.

“Yeah, sure. I have to get to my locker anyway.” She glanced at Peter, her eyes conveying something nonverbally. “See you later, Peter.”

“Later, Gwen,” Peter said, giving her a parting smile.

Gwen walked off, her alluring hips swaying as she made her way through a group of chattering students who occupied the middle of the hallway.

MJ faced Peter again. He wore a gray hoodie and beige pants. His brown eyes stared at her lovingly, and MJ wondered where he’d gotten the idea that they’d ever been in love.

“We missed you at dinner last night,” he said, smiling slightly.

MJ sighed.

“Sorry. I hope your aunt didn’t take it too hard,” she said.

I saw flashes of a kindly older woman in her late fifties or early sixties. I instantly recognized her. May Parker. I’d met her a few times when Peter tutored me at his house. She was always nice to me, and would often have something delicious baking in the oven. When it was almost time for me to leave, I’d inevitably get talked into staying for dinner.

She’d hate me if she knew what I was and what I’d done, but just because I took MJ away from Peter didn’t mean I was going to leave him miserable. I didn’t like him, but I respected him. And I didn’t want his aunt to see him being miserable and feel upset.

A couple of alterations to Peter’s memories would help him get over MJ quickly, and he’d find a new girlfriend. No harm done. It was the least I could do. I nodded mentally. Sometime today or tomorrow, I’d visit Peter’s mind and make the necessary adjustments to help him move on.

I let MJ’s memories flow again.

Peter shook his head. “Aunt May was a little miffed, to be honest, but it’s fine. You’ll make it to her some other time.”

MJ looked away for a moment, a tinge of guilt pooling in her chest. She didn’t care much about Peter anymore, but I hadn’t minimized her affection for Peter’s aunt.

Peter’s eyes met hers nervously, as if he sensed something was amiss.

“Um, you said you wanted to talk about something?” he said.

MJ nodded quickly. She swallowed. Her eyes shimmered with unshed tears, an unexplainable sadness gripping her. “Look, there’s no easy way to say this so I’ll just say it.”

Peter’s eyes widened.

“MJ…” he whispered.

She set her jaw, crushing the feelings down. She loved me. She was obsessed with me. She wanted to spend the rest of her life with me, and she wasn’t about to let any lingering doubts get in the way. She set her jaw and held her head high.

“This. Us. It’s not working out,” she said.

Peter recoiled as if struck. He grasped the shelf in his locker, as if **** for something to anchor him.

“W-why? Did I do something wrong?” His voice was nearly breathless.

MJ shook her head.

“There’s someone else,” she whispered. She kept her arms at her sides and her voice level. Firm. “I never meant for this to happen, but I can’t help how I feel. I’m so sorry, Peter. You’ve just been so distant lately and I know it’s not your fault, but…”

Peter shook his head.

“Who is it?” he asked quietly.

MJ pictured my face and only barely stopped herself from smiling. For a moment, she debated whether or not she should tell Peter about me.

Better he finds out now than when he sees me kissing him in the halls. And there's no way Peter could ever justify trying to hurt him. Adam’s innocent.

Her heart skipped a beat. She could sense freedom was finally within her grasp.

“It’s Adam,” she said.

Peter blinked confusedly. “A-Adam? You mean, Adam Marcus? The guy I’ve been tutoring for the past few months?”

MJ crossed her arms beneath her breasts, aware of the fact that they squished upward into her boob window. Peter’s eyes flicked downward for nary a second before he looked her in the eye again, pure disbelief in his expression.

“Adam happens to be a really nice guy,” MJ remarked pointedly, feeling a need to defend me.

Peter shook his head.

“But all he did was stare at you when you were around us. It was honestly creepy. You even complained about him ogling you once and now you want to date him?” Peter snorted.

Of course Adam was checking me out. He loves me, you idiot! She’d thought.

She glared at Peter.

“Oh, like you’ve never done anything like that!” she said, letting a bit of her anger and disdain seep into her voice.

Peter’s cheeks flushed, his eyes flashing indignantly.

“That’s not the point-”

“I don't care what your point is! We’re done, okay?” MJ said. “I want to be with Adam now and if what we had matters to you at all, you’ll accept that.”

She turned and stomped off. She needed to see me again. I always made her feel better.

“MJ, wait!”

MJ ignored him as she walked, leaving a gaggle of amused students in her wake eager to report on the latest gossip.

I paused her memories.

Wow. Even after having seen it, I still could barely believe MJ had actually broken up with Peter. She really was all mine now.

Darkness erupted around me as I exited MJ’s mind to find her brilliant emerald eyes staring into mine. She was leaning towards me, providing me with a view of her expansive cleavage. Her lips tugged upward slightly as she noticed my wandering gaze.

Behind MJ, the classroom door opened again. I reflexively looked up and saw Peter Parker standing in the doorway glaring at me.

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