Second Helpings

Shifting through the locked metal door of the containment room, Rogue stepped through and looked around. The room was large with chambers that lined around the circular wall like storage rooms. Six cells in total, they were designed and built by Hank McCoy, exuding an energy field that dampened the powers of any mutant held inside of one.

Waddling heavily past each cell, Rogue went past each cell, looking for her prize, while her heavy gate made the Brotherhood of Mutants sit up from their beds to see what was stomping around the containment room. Pyro, Avalanche and Blob stood gawking at the massive furry woman like deer in the headlights, blinking in disbelief. Too stunned to talk yet unable to look away, and yet with her new telepathy Rogue could hear each stray thought the trio were thinking.

“What in the flaming hell is that?! Didn’t know Beast had a fat sister!” Blinked Pyro, with his mouth ajar. Not knowing if he should stare or cover his eyes at the sight of a naked 800-pound beast woman. Especially when she stopped in mid stride and leaned down to growl at the man, her clawed hands at her wide hips and her pointed ears leaning back like a furious she-wolf. “Jeez… Did someone dye a grizzly bear blue?!” Snapping her attention to Avalanche, Rogue stomped over to his cell. Her presence and the sharp teeth of her sneer, made the man back up until he pressed against the back wall of his cell. With a snort, Rogue moved away to keep looking.

“Damn, seeing that maybe I should lose some weight…” Growling at the stray thought from the Blob, the bloated mutant blinked and stepped back at the she-creature’s low growl in his direction. Brandishing her black razor-sharp claws, Rogue was having the worst time trying to contain herself. Maybe it was because she was insecure about her current state, or maybe because Wolverine and Beast’s powers were starting to intermingle in her mind and body. She didn’t know for sure, all she wanted was to tear down the cell doors and eat the three idiots for making those thoughts.

But none of that mattered right now, what DID matter was what she came in the containment room for and who was staring back at her in stunned surprise when she finally came to her cell.

“What in the heck are you?!”

Standing in front of Mystique’s cell, Rogue took a deep breath and looked to the controls. Typing away at the buttons with her clawed fingers, Rogue frowned when she got the combination wrong, the number pad flashing red before resetting again. Baring her fangs, she tried again, the number pad flashing red again when she got it wrong. She could just as easily tear open the cell door and reach through the energy barrier to pull Mystique out, heck the energy COULD turn off her powers. But then again if she did that, how long would an 800 pound, morbidly obese woman last unassisted? No, she had to eat Mystique, NEEDED to eat Mystique. If she did she’d be able to alter her shape and look normal again. The hunger was a second problem to solve but right now she made her decision and nothing was going to change it. Consequences be damned!

Looking up at the bloated furry creature licking her chops and leering at her like a prized steak, Mystique pressed herself up against the far wall of her cell, blinking in surprise at the massive blue furred fat woman getting more and more angry trying to solve the lock combination. “Grr, y’all just had to make this tricky for a gal with claws didn’t cha guys.”

“ROGUE?!”

Hearing her name, Rogue eyed the woman briefly before losing her patience and brandishing three bony claws out of her knuckles. Stabbing the controls, a brief jolt of electricity travelled up her arm before the lights flickered and died, shutting down the energy barrier. Rogue now had nothing keeping her from gobbling up the leader of the Brotherhood of Mutants and she was to wipe a sliver of drool from her lips at the thought of it.

“Rogue what happened to you? What are you doing here? Why… Why are you looking at me like that?”

“That miserable little fly gobber Toad went and gave me his powers when he touched me, and… I ATE him!”

Blinking in stunned silence, Mystique could only stand there while Rogue went on. “Then ah gobbled up Gambit, then Emma, then Wolvie and Kitty and… Ah can’t control it anymore, ahm hungry all the time, Ahm HUGE now!” Stomping heavily into the cell Rogue took up the entire door, blocking any chance of escape for the shapeshifter. “Sooner or later the rest of the gang is gonna find out, but if I had YOUR powers ah could hide ALL of this!” Grabbing two handfuls of her blue furry gut, Rogue gave her stomach a shake before bringing her attention back to Mystique. “Now come here!”

With her back against the wall Mystique shapeshifted her skin to become spiky and bristled with pins, raising her fists for a fight. “You want some of this? If you think you can just eat me then…” Opening her mouth wide, Rogue shot out her elongated tongue and struck Mystique’s face, pulling her straight into her open jaws. The rest of the Brotherhood panicked at the sight of the obese furry Rogue eating their leader like a frog swallowing a pinecone. Regardless of how sharp or jagged Mystique had made herself, Rogue was determined to swallow her down. Each spike and quill on Mystique’s body scratched and cut at Rogue’s mouth. But thanks to Wolverine’s powers, those injuries healed faster than Mystique could cause more. When her feet passed Rogue’s lips, Mystique still had some fight left in her, struggling and thrashing in the monster woman’s insides.

“Cut it out in there you.” Huffed Rogue, parking her backside against the wall to steady herself. “If I could take down Wolverine I can take you too!” Surprised when she spotted a few blue spikes try to puncture their way through her flesh, Rogue closed her eyes and used another ‘borrowed’ power she acquired the other night. Using Emma’s ability to become living diamond, her skin shimmered like liquid glass with the feint sounds of edged blades thump against diamond flesh. With no way to pierce or cut her way free, Mystique thrashed and flailed desperately but after a very long minute Rogue’s meal finally settled, leaving the metric ton woman to lean back, full and immobile. Ignoring the panicked cries of the rest of the Brotherhood in their cells, Rogue waited until her strength was back and then tried to use her latest powers.

Looking down at her clawed, furry hand, she concentrated and smiled when the blue fur and skin changed into a normal hand, granted one with pudgy fingers but it was a step in the right direction. Hoisting herself up she did the same to the rest of her, changing her body to return to its original complexion. “Ah, that’s better, now for some cloths.” Spreading her arms out her bloated nude frame shifted to include her green and white striped costume, perfectly form fitting on her 1000-pound self. “Something’s missing… Ah!” With a smirk she added her leather jacket. Oversized for her bulk but she didn’t care, she was grinning ear to ear at the results.

“And now for the part we’ve all been waiting for…”

Concentrating again she watched with almost manic glee when her massive dome of a stomach began to shrink, receding back into herself like a balloon being deflated. Her fattened limbs too began to firm up, the fat just melting away. Slipping to her knees she waited until her changes were complete, a brief second’s worth lasted like a minute to her but it was worth it. Wriggling her dainty fingers and feeling the smooth complexion of her face, Rogue laughed and smiled. She looked normal again. Getting up to her feet, her mind already raced on what the next part of her plan was. “OK, finally got my looks back, now to see if ah can get rid of this appetite of… OOPH!” Rubbing her head, she looked up to find herself touching the ceiling! Looking down, she made a horrifying discovery. This whole time she wasn’t shrinking back to normal, she was growing! Keeping her head down Rogue now stood over 20 feet tall, a giantess compared to the stuffed blue furred bear woman that waddled in moments earlier. “WHAT THE HELL?!” Willing herself to get smaller she found that when she did so, she got fatter as a result. Her stomach and rear swelling out until she looked twice her weight when she shrank down to 15 feet tall, her bust doubling in size and resting on her round belly.

“This is hopeless, what ahm I going to do now?”

“I have an idea.” Called out one of the Brotherhood still detained. ”How about you let us go, huh?”

Looking up and sneering at Pyro’s comment from his cell, Rogue reduced her height until she was at least 10 feet tall, her bulk returning but at least she wasn’t a giantess bumping her head on the ceiling lights. “Y’all got something to say you little pyromaniac?” Bearing down and looming over the shivering red mutant in his cell, Rogue was fuming! Her attempt to return to normal had blown up in her face, and now with her concentration gone, her cloths melted away and she had reverted to the blue furred bloated monsters she came in as. “Maybe y’all want to be next? Ah’m thinking that maybe eating YOU might fix this WHOLE situation!”

“I think your ass is bigger than mine, and believe Me, I’ve been eating more.”

Turning her attention back at the Blob and his smug comment, something inside her just snapped. Punching the control panel to Pyro’s cell, the nullification field dropped and the cell door unlocked. Faster than the man could react, Pyro was snatched up with a single blue claw and shoved into Rogue’s open mouth with the same lack of ceremony as eating a hotdog.

“OK! I’m sorry, I take it back, you’re ACTUALLY rather slim… Heh, yeah, NOT fat at all.” Sweating like a pig in the sun, Fred dukes could only watch and slowly back up in his cell when Rogue stomped over to Quake’s cell and did the same to him, practically ripping the cell door off its hinges and nearly swallowing the screaming man whole. Turning her attention back to Blob, Rogue wiped her fanged blue lips and glared at the fat man cowering at the back of his prison cell.

Uhm… I have to warn you, I’m full of bad cholesterol, I don’t taste good neither, I’ve had complaints, LOTS of complaints, just please don’t...” Grabbing the door with one claw, Rogue crumpled the steel like it was soft tin and tossed it over her shoulder. With the nullification field down, the Blob could feel his powers instantly return. With a regained smugness, he stood his ground and stamped his feet to lock himself in place. “Alright FATTY, whatcha got that can move the immovable Blob?!” He was prepared for just about anything, a sticky tongue shooting out of Rogue’s mouth like a bull whip and splatting onto his face wasn’t one of them.

“Hmmphmmmmphmmm hmmm mmmm!” Desperately trying to pry the thing off his face so he could breath, he never had a chance when Rogue gripped his shoulders and opened her mouth wider than her shoulders, engulfing the man’s head and slowly inch her way down, until there was enough of him already past her throat that she leaned back and slurped down his black boots. Staggering back and falling onto her rear, Rogue had practically doubled her mass. Her body expanding up and out to deal with the extra mass, making her over 15 feet tall. “Serves you right for that, you slimy varmint.” Rubbing her swollen stomach and belching out a red glove, the massive monster woman sighed and sulked now that her rage had ebbed away.

As she waited out the Brotherhood of Mutants digesting in her stomach, she could already feel their combined powers merge with her now large collection of abilities. Snapping her clawed fingers, she created a spark that flickered at the tip of her claw before she snuffed it out. Pressing her palm on the ground she closed her eyes and caused the ground to shake, making the concrete crack before she stopped. Slumping down to rest on her back, Rogue wondered just WHAT she was going to do now? She was huge! Taking up almost half the space on the floor, Marie had little doubt that even with her telepathy, there was NO way to hide herself now. Even at her smallest she’d still weigh over two tons and probably take up the entire hallway of the school just to get around.

“Maybe ah should come clean, let the professor know what happen to me.”

“Yes! Perhaps you should!” Eyes going wide, Rogue sat up to find the Professor sitting at the entrance to the containment room, looking up at the two-ton monster woman that had just finished eating four people. “I thought I felt the minds of the Brotherhood of Mutants going into a mad panic… Something about a big blue bear woman wanting to eat them.”

Sitting up to rest on her knees and crying into her clawed hands, she finally broke down and tried to explain her ordeal. “Ah couldn’t control mah self, I gobbled up Toad by accident and after that ah ate Remy, then Emma, then… Ah can’t control it!”

“We’ll see if we can have you contained until your current state can be resolved, I can’t forgive what you’ve done but at least you have my word that I will try to help you.” Watching the giant furry woman wipe the tears from her eyes and regain her composure, the wheelchaired bound man was about to contact the rest of his X-Men telepathically when he heard Rogue speak up.

“You always had a way of keeping control professor, even now anyone else would have lost it or freaked out.” Standing up to rise to her 15-foot height, Rogue towered over the man and most of the room she was in, the bulk of her meal still sat heavily in her stomach and her curves and mass were already expanding, taking in her rapidly digesting meal. “If ah had your control ah wouldn’t be in this situation…”

“Rogue…”

“If ah had your control… This hunger would be wrapped around mah little finger.”

“Anne Marie!” Licking her lips, Rogue eyed the professor in a new light, her appetite suddenly coming back.

Staring up at the massive blue beast woman, practically drooling and slowly inching her way towards him, the professor didn’t need to wonder what Rogue had in mind. Darting his eyes to the control panel at the right arm of his wheel chair, he turned a nob at the speed controls. Going from ‘causally slow’, ‘quick’, ‘bathroom emergency’ to Nascar!’ With a squeal of rubber and smoke coming from his wheels, Xavier’s chair spun a full 180 degrees right around and practically flew out the door, just when Rogue landed like a tonne of bricks and crashed to the ground after trying to pounce on the man.

“C’mere you wily morsel you!”

“Stop this Rogue, this isn’t you, it’s the hunger.” Speeding down the hallway, Xavier made a bee line for the elevator, looking over his shoulder to hear Rogue’s stomping foot falls before seeing her barrel her way towards him like a rampaging grizzly bear. Leaning hard into a turn, the professor pulled to the left just when he reached the elevator entrance, tricking the massive woman into colliding into the steel doors while he floored it towards the stair case at the end of the hall he now sped through.

“You can’t lose me Sugah! If ah can gobble up ol slippery Toad ah can eat you too!”

Shoving the crumpled metal doors out of her way, Rogue fell to all fours and ran down the hall, chasing the Professor with added vigor. Drooling slightly from her blackened lips, she could already taste his iron willpower and how it would finally put an end to this gnawing hunger in her gullet, and with him nearing the stairs leading back up, she thought she finally had him cornered. That is until he spun his chair back around and pulled it into reverse. Once the large wheels hit the steps at full speed, he bounced and rolled up the flight of steps, leaning into the turn to keep his speed when he hit a corner. Looking down his eyes narrowed when he noticed Rogue phase through the narrow doorway, swiping her hands up to reach him. With no time to waste, Charles reached out with his telepathy and contacted the entire school.

“My X-Men, Rogue has gone mad and is on a rampage through the lower levels, I will distract her while you lead the students to the Black Bird and make your escape!” turning another flight of stairs and ignoring the bumping jolts his wheels made against each step. He was focused entirely on the maddened state of Rogue’s mind, trying desperately to get at him. Pausing at the next floor, Xavier tried to reach into her mind, making her reel and clutch at her head… Until she suddenly turned glossy, her flesh becoming living crystal. “HA! Nice try Charley, better thank Emma for THAT little trick. Breathing deeply, Rogue let loose a plume of fire up the staircase. Realising he was out of his league, Xavier punched the gas to his motorized chair and exploded out the door. Just when the staircase was swallowed up in flames.

*

Hearing the Professor’s telepathic command, Angel and Night Crawler had paused briefly, taken back by what they heard. The pair were in the hallways of the school, watching as everyone took the far end elevators to the bottom levels, guided by their teachers.

“Rogue? Really?” Scratching his head, Warren looked to Kurt who had the same confused look on his face.

“Da… I heard she wasn’t feeling well, but really?”

Crashing through the staircase doorway at top speed, the two mutant teachers stood in stunned silence when their professor flew by with wheels spinning before landing with a peel of rubber and skidding down the hall. A split second later Rogue tore down the door frame and fell to the ground near the pair, slamming her clawed fists on the wooded floor with the to splinter it. Blinking back in shock, the two barely recognized the woman. Easily five times her original size and ten times the weight, she was nude except for a sheen of blue fur that covered her entire body, with blue skin, pointed ears and red and yellow eyes. The only REAL mark they recognized about the woman was the stripe of white in her blue hair. “Y’ALL THINK YOU CAN OUTRUN ME? THINK AGAIN!”

“Rogue?!”

Snapping her attention to the two mutants, Kurt and Warren stepped back when they caught the look of mad hunger in her eyes. “Ahm too heavy… But y’all are light on YOUR feet aren’tcha?” Leering deeper into their eyes, Angel and Nightcrawler were stunned still thanks to her new telepathic powers. Grabbing them both in her hands she opened her mouth wide and gulped them both down whole, her current size making the act easier. Standing to her feet, rogue patted her stomach and waited for their powers to be added to hers. With a shudder, Rogue felt her legs shift, her heels stretching longer, giving her a digigraded stance, while her toes lengthened, splaying out like claws. A barbed tail sprouted above her blue furred rear, becoming half as thick as one of her arms but was over ten feet long. Rolling her shoulders, she felt a pair of feathery wings grow from her back, stretching and fluttering blue and white feathered wings that stretched out to reach either side of the hallway before folding back behind her. She didn’t need the wings, she could already fly, but Warren had strong hollow bones, reducing her weight significantly. “That’s better, light as a feather.” Sniffing the air, Rogue licked her chops and disappeared with a puff of black smoke.

Bursting out the main doors of his school at high speed, Charles looked over his shoulder to find his pursuer missing, along with two of his X-Men. Bouncing down the steps and trailing smoke behind him when he hit the dirt path to the gates, he reached out with his mind and felt relief that his students and remaining X-Men had gotten to the Black Bird like he commanded and were making their way out the cliffside runway to safety.

He never had a chance to hit the breaks when a plume of purple smoke exploded right in front of him just in front of the decorative iron gates. “GOTCHA!” A blue furred claw lunged out of the smoke and caught Xavier, plucking him out of his speeding wheel chair and hoisting him up several feet in the air. Fluttering her wings to disperse the sulphurous smog, Rogue drooled at the flailing professor in her grip. Punching fruitlessly against her claws and trying to reach into her mind to her to release him. Rogue raised her other hand and wagged her finger at the man, barring her fangs in a toothy grin. “Nuh-uh Charlie, you’re not the only psychic anymore.”

“ROGUE! PLEASE! You have to stop this now, look at what you’ve done already!”

Taken back, Rogue whimpered at the man, closing her eyes and gripping her chest with her free hand. “Ah WANT to stop this Professor, but ah can’t, ah’ve only gotten hungrier and hungrier the more ah’ve eaten… But if ah had your will power than ah can finally control this hunger o mine.” Smiling at the man, a thought came to her mind. “Ooh, might as well fix all this extra baggage.” She pointed, grabbing a handful of her furry belly and giving it a shake. Closing her eyes, she used her new shapeshifting powers to make use of her added mass and make herself thin again. Pulling her bulk inward she stretched and grew taller, rolling her shoulders and shifting her feet when she passed 20 feet in height. All the while her bulk spread out more evenly, her stomach shrank and flattened to a firm set of abs, her legs became more fit, losing their bulk while her ass shrank and firmed up to a heart shaped rear. Her bust shrank, now that the mass was going elsewhere, appearing now as pert D cups on her chest, though in actuality they were still quite massive, resting proudly on the chest of a 30 foot tall animal woman with blue fur and wings. She had regained her old figure once again, slim and athletic. But with blue fur, wings, a tail, clawed feet and hands, she was no longer the southern beauty she once was.

Licking her lips and smiling at the professor in her hand, now the size of a football compared to the rest of her. Rogue looked herself and huffed with a smirk. “Ahm gonna fix the rest of me when ah get the chance, but for now…” She stretched opened her mouth wide and tossed him down her throat, clamping her jaws shut and slurping him down like a warm noodle. His mass bulged down her neck before slumping down into her stomach, giving her a slight paunch when he finally settled there. Patting her stomach, she burped at the rather meek meal she made of the man. Closing her eyes, she waited impatiently for the professor’s powers to be added to her own, she was already getting all his memories in a rush just like when she ate Nightcrawler and Angel. Seeing his childhood, his years learning his powers, they all rushed through her head like home movies.

“Yeah, yeah, get to the GOOD stuff!”

With a gasp she finally got it, she felt her mind reach out, feeling every mind for miles all around. When she absorbed Emma Frost’s telepathy she could just read whomever was nearby. With Charles’s telepathy boosting it, she felt everything. Every bird and squirrel in the trees, the pair of deer grazing half a mile down in the woods… And the rest of the X-Men making their escape in the Black Bird. She could feel Cyclopes at the controls, planning a heading to Genosha. Making plans to tell Magneto and hope for the best when they’d arrive. In the back hold, she felt the minds of the rest of the students, each sharing feelings of confusion and fear. The others were onboard as well; Storm, Wolfsbane, X-23, Ice-Man and Colossus all sat in the cockpit, looking back at the mansion and the blue furred monster they were escaping from.

She didn’t blame them for running away, if anything eating half the staff and principle of the school was a sure way to burn any bridges you had with the X-Men. But at least now she had control of her gnawing hunger. “Maybe in time when all this has blown over ah can go to Genosha to get ol fixed up.” Looking down at herself, Rogue had to shake her head at how far she took her uncontrollable hunger, tossing her blue hair over her shoulder where it fell between her folded wings. “Ah am a mess! This is worse than when ah borrowed the team’s powers all at once… Then again ah didn’t eat them at the ti-“

A loud growl roared out from Rogue’s middle, making her clutch at her soft furry stomach in surprise, then an emptiness gripped her, the same gnawing painful need that led her down this path, only now it was stronger. The pain was so great it her to her knees, clutching her sides.

“MOTHER FUCKER!”

Even with Xavier’s willpower, Rogue’s hunger was raging away in her belly, demanding to be filled, and now that she had made herself slim despite her towering size, she was hungrier than ever. “So… Hungry… What can ah…” If Xavier gave her anything, it was more options. Her expanded telepathy felt dozens if not hundreds of lives she could gobble up, but the biggest meal that could sate her was currently flying off into the distance. Caught between sparing her former friends and finishing them off, Rogue bit her lips at the dilemma. Another stomach growl gripped her and she made her decision.

*

“Holy CRAP! Look at the size of her!” Blinked Ice-man, looking out the cockpit window down at the front lawn of the mansion, still stunned at what Rogue had turned into.

Storm sharing his side of the window, shook her head in disbelief herself. “What are we going to do Cyclops?” Looking towards the leader of what remained of the X-Men, Scott replied after hitting the afterburner and flying off at supersonic speed. “We need to get to Genosha, I don’t know what’s gotten into Rogue but right now she’s gone mad and with the powers of the Brotherhood and half our team inside of her, she’s now the most dangerous person in the world!”

“Genosha? Do you really think Magneto is going to let us in? After what just happened to his Brotherhood of Mutants? To Xavier?” Laura had a point. If the X-Men and its school campus just showed up at Magneto’s front door after being told his team and best friend were gone…

“It’s either that or go to another mutant-friendly community that’ll take us in… Know of any others off hand?”

“Uhm… Guys? She’s chasing us.”

Looking out the window, the rest of the X-Men noticed that Rogue had taken to the air, flapping her blue feathered wings and flying towards them as fast as she could. “Can she actually reach us?”

Prepping the weapons just in case, Cyclops kept the Blackbird’s speed at maximum. “I’ve never seen her go supersonic, and she didn’t… Eat anyone else who could.” With weapons armed he kept his eyes ahead and the screen showing the aft camera feed behind the jet, where a dwindling image of Rogue failing to catch up grew smaller and smaller. “If we keep this up she won’t be able to catch up.” Just then the image of Rogue disappeared with a puff of purple smoke, followed by a brief explosion right on top of the Blackbird where large claws dug deep into the metal hull of the jet. Alarms squealed while Rogue kept a grip on the side of the Blackbird, breathing in the thin air, the blue furred monster woman engulphed the front end of the jet with intense flame, blackening the tempered glass of the cockpit while she tried to tear it open.

“SHE CAN BREATHE FUCKING FIRE?!”

Thinking fast, Storm’s eyes went white, static forming all around her while outside, the clouds instantly became dark and heavy, rumbling with deep thunder. A bolt of lightning struck Rogue in the back, stunning the giant monster and making her let go of the Blackbird. The holes caused by her claws compromising the cabin pressure before Ice-Man sealed them up with intense cold, covering them in ice. “That’s not going stop her for too long.”

Looking out the other side of the cockpit, Colossus saw the falling form of Rogue right herself in the air, her feathered wings giving a flap to steady herself before she disappeared again with a puff of smoke. “She’s gone!”

Looking around through every window, the X-Men couldn’t spot her, even after Storm cleared the skies Rogue was nowhere in sight. “Where’d she fly off to?” As if to answer Cyclops, an explosion of purple smoke popped just a mile in front of the blackbird, with Rogue barrelling towards them at top speed and her mouth wide open, like a shark lunging to take a bite. “FIRING ROCKETS!” Two supersonic missiles shot out and sped towards the open mouth of Rogue, only to pass right through her like she was air. Realising too late, Cyclops never made the turn fast enough when Rogue went straight through the Blackbird, phasing straight through its hull… And swallowing everyone inside whole!

Disappearing into another puff of smoke, Rogue reappeared right in front of the Xavier mansion where off in the distance the tiny silhouette of the Blackbird fell out of the sky with no one at the controls. Cradling a bloated stomach that churned and groaned, Rogue huffed, staggering back until she collapsed against the mansion wall, destroying the building and caving in its roof with her mass, landing heavily in what was once the main lobby and living room. Her stomach took up more space than the rest of her body! A tightly stuffed blue orb filled with dozens of struggling mutants, their punchers and kicks growing more feint until it finally went still. Rubbing the dome of her stomach and overwhelmed with the rush of powers and memories filling her mind, she was too exhausted to stay awake and found herself slipping .

“Finally, ahm full… BUUUUURP!”