Emma Frost.

Emma watched with amusement as the now big titted bimbo that used to be her intellectual rival Jean Grey once again pulled a very happy looking scott away from the dining area, presumably to fuck him again.

Her meeting with this...Gwenpool wasn't unkown, Jean had boasted about it, how she'd win, claim victory, and now there she was, a complete airhead whose sole interest seemed to be making constant love to scott.

So far scott had made no attempt to try and restore Jean to the woman she'd had been, or attempt to find Gwenpool, he was clearly very happy with what had happened...

"Pathetic, her powers were clearly not as good as she told everyone, unlike mine" Emma said to herself as her boyfriend David sat next to her.

"I am going to face this...Gwenpool myself" She said.

" I...I wouldn't recommend that babe.. I mean...look at what she did to the Scarlet Witch?... look at what she did to Jean!" He said.

"And you think my mind is as weak as theirs was?.. David I'm Emma Frost, I'm one of the most powerful mutants who ever lived, my telepathy outshines even Charles Xavier, and it certainly outshone little miss huge tits, I have an IQ of 200, beleive me, nothing is going to happen" she said, huffing at the concern David displayed.

That was David's problem, he was just to...nice?... there was hardly any drama between them, and she loved drama... she had already thought about cheating on him with someone else once she'd dealt with this Gwenpool.

Still she smiled and kissed him lightly on the cheek, she'd refrained from having sex with him for a few weeks now, she had attempted to make him annoyed, to make him start an argument about it, annoyingly he'd been nothing but considerate, so she'd even stopped kissing him on the lips now, only quickly kissing him on the cheek.

"I'll be fine David...see you later" she said, setting off to get her costume.

David sighed, he wasn't going to argue with her, all he wanted was for her to be happy, and mabye at least show some kind of affection for him?..

"Once she gets back, I'm gonna tell her I need to be shown at least a little respect" David said to himself.

Meanwhile as Emma passed one of the storage cupboard's, Jean strutted out, her huge boobs wet with cum, carrying a happily passed out scott over her shoulders.

"HIYA Bestieeeeee!" Jean said happily.

"Wow...it really is all gone isn't it?... all of your...meager intelligence" Emma sneered.

"I dunno what mewager inteelergce means but I hope you have a happy day!" Jean said as she skipped away happily with her sleeping husband.

She got to her costume and put it on, well, to call it a costume would be pusing it, a bright white bra with a white skirt hardly consisted a Superhero costume, but she liked it, she liked the stares she got from wearing it, she liked showing off her rather plump ass to reporters, she liked the way men and women stared at her thick muscly legs. And though her boobs weren't particularly massive, she still liked people staring at them.

"Time for your brain to go night night Gwenpool!" She said, as she set off.

Rather brazenly Gwenpool hadn't actually changed her hiding place from the warehouse Jean investigated, so Emma started there, and much like Jean before her, went in through the ceiling, smashing the glass and landing perfectly on the ground.

Gwenpoool huffed annoyed.

"I've just replaced that ceiling!" She said.

"Ceilings will he the least of your worries.. you've had a pitiful witch, and an amateur to deal with.. now you have Emma Frost, the greatest mutant in human history!" Emma said proudly, with her hands on her curvy hips.

" well you certainly told me... I'm very, very scared..." Gwenpool said in a dulcet tone.

"I'm sure you'll enjoy being brainless" Emma said, and used her powers to infiltrate Gwens mind, she didn't need to do that stupid hand gesture Jean and Xavier did, all Emma did was close her eyes and reach out.

Unfortunately for Emma, gwen simply did the same, and found herself once again in someone else's mind.

"Yeesh you'd think the superheroes here would be better prepared" she said.

Unlike Jean's, Emma's mind was a crystal palace, it reminded her of superman's fortress of solitude, now that was a fun reality to visit, she'd even gotten an actual thank you note from lois lane after what she'd done to the Arrogant kryptonian.

Gwen wandered the cavernous crystal cave, like Jean there was a massive statue of Emma in the centre of the palace, but gwen was looking for something specific.

Suddenly a figure appeared, it was Emma dressed in silver, gleaming armour with a crown on top with 200 little crystals on it, this was Emma's representation of her IQ.

" get...out...of...my....MIND!" Emma said, and begun throwing punches at Gwen.

Gwen managed to dodge every single one, then as Emma was about to throw another, Gwen grabbed her, flipping her over and holding her head above the floor..

"PUT ME DOWN NOW!" Emma yelled.

"If you say so!" Gwen said, and slammed her down.

One, two, three of the little crystals dropped off the crown, which Gwen smashed with her foot.

Emma dropped to the floor limply, twitching a little.

Gwen sat down, sat Emma up, and moved her thumb to Emma's head.

" wait.. gotta save one!" Gwen said, plucking a crystal from the crown, it grew in her hand, and showed Gwen Emma's plan for cheating on David.

"Well that just seems mean!.. don't worry, let me help you" Gwen said.

Just as the IQ Emma recovered and began yelling again.

"GET YOUR FILTHY HANDS OFF ME AND PUT OUT OF MY MIND YOU LITTLE....Duuururuuuuuuuuuuuurrrr" she moaned as Gwen shoved her thumb into Emma's left temple, giving her a temple drill.

As gwens thumb continued her temple drill, more and more crystals dropped off, to be smashed by Gwen.

In the real world Emma's face went to shocked, then slowly to dumb, then dumber, her tongue lolled out completely, her eyes became open, then crossed, her arms dropped uselessly to her side, and as well as drooling, she began moaning twitching.

Meanwhile in her head Gwen continued her fun, crystal after crystal dropped as the IQ Emma's face became more and more dumber looking, as she got to crytal number 3, she grabbed it in her spare hand, the third one of everyone's was usually the body modification one.

"Well..let's give David something he'll really enjoy!" Gwen said, speking int o crystal.

"GIANT BOOBIES"

In the real world, Emma's boobs suddenly grew four sizes bigger then they were, Emma gave a dumb smile.

Meanwhile Gwen stamped on the last crystal, then she spoke into the crystal she'd saved at the beginning, and spoke to it Emma's new backstory, and new life.

Emma's crystal palace was still there, though the statue had crumpled away, Gwen stuck the two crystals back onto the now **** Emma's crown, as Gwen returned to the real world.

Once back she waited for Emma to wake up, she stood very still, twitching and drooling, before her eyes snapped open, vacant of any real intelligence anymore.

"Duuurrrr...like.....HIYA GWEN!...I...I...What was it gonna....OHH YEAP!..I NEED TO SCREW MY HUNKY HUBBY!" She yeled happily, and after hugging Gwen, went off back to Xaviers institute.

Her new backstory evolved as she neared home, she knew she had powers, she then fell utterly in love with David, and wanted nothing more than to be a dutiful housewife, willing to satisfy Every need he had.

She got back to the manor, and as she walked to her room, met Jean again..

"HIYA bestie!.. wow!.. your boobies are...amazing!" Jean said.

"Yep!...all for my man!" Emma said, poking her new boobs, giggling as they jiggled.

"Have a good night!" Jean said.

"Let's meet up tomorrow...for a pillow fight and get out nails done!" Emma said, Jean happily agreed and they hugged eachother.

She knocked on her door, David opened it, and annoyed look on his face.

"Look, i don't know what's going on with us but I do have reservations about you meeting this Gwenpool.. I think that.."

He never got to finish his sentence as Emma grabbed his neck, and pulled him down for a deep kiss.

"You wanna talk words i don't know... or do you wanna put your lovely dick between these?" Emma said happily, massaging her huge boobs with her hands.

An hour later, once they'd happily made love and David had used her large boobs in almost every way possible... David made a mental note to find out where this Gwenpool lived, and send her a thank you note.