Submitter's note:

It is recommended that these stories be read in order.

The traffic passed by on the street, as did the pedestrian traffic on the sidewalk, though it seemed to be barely noticed by the woman. She wore loose fitting clothes and had dark hair that was pulled back into a sort of pony tail. She quietly watched her surroundings through a pair of glasses, then paused suddenly.

The woman glanced around her with darting eyes for several seconds, almost as if expecting something unpleasant at any moment. However, once she saw that it was clear, she let out an embarrassed sigh, shifting her grocery bag to the other hand and then continuing down the sidewalk towards her home.

She frowned, hurrying up slightly, noticeably weary as well as wary. It had been an extremely busy day and she was eager to get back to the comfort of her apartment. Back to where she could relax without worry. At least for awhile.

"Damn I can't wait to get home." the woman sighed. "Bubble bath, here I come."

Several minutes later, the woman smiled, knowing that she was almost home. There were only 3 more blocks to go before she could relax in her bathtub.

Suddenly the loud sound of tires screeching filled the air, causing her to snap around in surprise, only to see a car flying down the street out of control, heading in her direction, but not directly at her.

"Look out!" she yelled in warning.

Then, the car smashed into the corner of a pickup, nearly knocking both into the air with the explosive collision and sending the contents in the truck's bed flying in all directions. Without warning, a large piece of the shrapnel caught the woman in the head...nearly obliterating it with the raw force. An instant later, the woman collapsed to the ground...dead.

George Atkins frowned as he stared at the front page of the newspaper. Once again it was covered with pictures of those super freaks. Those people who were called 'developed'. Heroes and villains...or at least that was what the papers called them. George just called them trouble. Each and every one of them. All they ever did was fight each other in public and destroy things.

"Put normal people in danger." he snorted, wondering what could possibly drive people to put on silly costumes and run around like lunatics the moment they gained super powers.

Then, George set the paper down, closing his eyes and taking a deep breath. He didn't want to get excited. He couldn't let himself. Not anymore. With a sigh, George opened his eyes and reached over for the small bottle just an arms length away. A moment later, he swallowed another one of the pills that he had grown to hate.

"Damn heart." George muttered, standing up and moving to the window.

It was a congenital defect according to the doctors. Something wrong with his heart that was only getting worse with time. At 37, George had already had 3 heart attacks and knew that he was in line for worse. It was only a matter of time, and not a large amount of time at that. The doctors had said that if he didn't get a transplant and soon, he was highly unlikely to reach 39 and would definitely not make it to 40.

After staring out the window for a moment, lost in his thoughts, George went to the bathroom and relieved himself before finally returning to the newspaper. He only glanced through the latest alien invasion story, preferring to look at the sports section instead.

Some time later, George was just folding the paper when the phone started ringing. With a grumble, he reached for it, hoping that it wasn't another telemarketer. Then again, he had a whistle sitting right next to the phone, just for such occasions.

"Hello." George answered.

For the next minute, George barely said a word as he listened numbly to the person on the other side. When he finally hung the phone up, he just sat there for several seconds, staring at the wall. He could barely even remember anything that had been said except for 4 words. "We found a donor."

George leaned back in his recliner, glad to finally be home after all that time he'd spend in the hospital. But fortunately, just that morning the doctors had looked at him again and decided that he had recovered enough from his transplant to go home.

"Home sweet home." George sighed, never having imagined that he'd be so thankful to return to his small apartment. However, there was no doubt that it was much better than that sanitized prison they called a hospital. "Maybe now I can get some beer and decent food."

After flipping through the TV channels for a few minutes, George absently rubbed at the tender spot on his chest. The sutures had already been removed and it was healing up nicely, but it still felt a bit tender and uncomfortable. But not quite as uncomfortable as the thought of someone else's heart being in him now.

"Good old fucking Frankenstein." he muttered, wondering if that was how the monster felt.

But at least he was still alive and with luck, would remain so for a good long while. At least if his body didn't reject the new organ...though he was taking plenty of medication still just to help prevent that. But it was no guarantee. As George was well aware, there were no guarantees except for death and taxes. Even if the doctor had told him just that morning that he was healing remarkably well and had seemed pretty optimistic.

With a grunt, George climbed out of his chair, wincing at the discomfort from his chest and started towards the bathroom to relieve himself. Once he was done, he stood in front of the sink, staring at his reflection with a frown.

George was pale and tired looking from his surgery. His dull brown hair was rumpled and messy, receding slightly in the front and thinning a bit in the back. He looked down at his gut, remembering what the doctor had said about watching what he ate and wondering if it might not be a good time to loose a few pounds. Then again, he'd already lost quite a few pounds in just the time he'd been in the hospital.

Then, George sighed and splashed his face with cold water to help wake himself up. He turned and left the bathroom, daydreaming about a nice gold beer and a thick steak. The very thought made him nearly drool, though it was on the doctors 'forbidden' list.

"What he doesn't know won't hurt him." George mumbled to himself.

Returning to the TV, George sat and watched the news for several minutes, grimacing when it turned to a story between the Protectorate and the Evil Eight in Chicago. Even more so when it showed Vigil punching some armored man and knocking him straight through the side of a building.

"Damn punks." George snorted. "Bastards blow up buildings and then get called heroes."

George glared at the TV but kept watching the story, knowing that he shouldn't let it get to him but unable to help it. He had realized just how harmful these so called heroes were years earlier when one of them destroyed his car in a fight. And of course the damn insurance company didn't cover acts of 'developed'.

Several minutes later, George had nearly forgotten about the news story as he watched what was on the news at that moment. He scratched at his arm, then looked down in surprise when he saw some of his arm hairs coming out.

"What the hell?" George mumbled, scratching again and finding more hairs coming loose. "Must be stress from the operation." George told himself, "Or a side effect from these drugs."

With a shrug, George turned, then caught sight of the picture sitting nearby. The picture that filled him with conflicting emotions. He knew that the very sight of it made his blood pressure skyrocket, but that didn't stop him from reaching over to pick it up. To stare at it silently. The picture had a woman and two kids in it. His kids. And his ex-wife as well, though he hadn't seen any of them in nearly two years. Not since the bitch had divorced him then moved to the other side of the country, taking the kids with her.

"Bitch." George spat, sitting the picture back where he found it...face down.

Then, getting up again, George turned off the TV and started towards the bedroom. For some reason, he didn't feel like celebrating his new heart like he had wanted. Instead, he yawned, deciding that maybe the doctors were right. He really could use some more rest.

The morning after George's release from the hospital, he stepped out of his shower and started to dry himself off. Then, he glanced down and saw the shower drain.

"What the hell?" George gasped, bending down for a better look.

It was hair. The tub, especially the drain was covered with small hairs. With a frown, he remembered the day before and looked at his arms. His eyes went wide as he saw that there was noticeably less hair. Maybe half as much. And a quick examination over the rest of his body revealed that it wasn't just on his arms either. The hair on his legs and stomach had started falling out as well, though he couldn't tell from his chest since it had been shaved for the operation.

Shaking his head, George decided he'd ask the doctor about it when he went in for his next follow-up. Then, he stepped onto the bathroom scale and was surprised again. The scale said that he'd lost more weight. Five pounds since the day before.

George blinked in confusion. "I can't have lost THAT much hair." However, that was what the scale said.

For several seconds, George just stared at the scale and then he looked at his stomach, thinking that it did look a little smaller. But since he knew that there was no way he could have really lost so much weight, he shrugged, deciding that the scale had to be off.

"Might as well get dressed." George mumbled. However he didn't really see why since he wasn't going to do much except hang around the house and watch TV. At least until he was ready to go back to work.

The next morning was much like the one before it. George woke to find his bed-sheets liberally sprinkled with his body hairs, then after his shower, the but as well. However, his own body was nearly naked of the hairs that had thoroughly covered it just a short time alone. All except for the hairs on his head and his pubic area.

George was upset at the way his body hair had fallen out, but not nearly as much as when he'd weighed himself on the scale, finding that he'd lost weight yet again. This time he'd lost over 11 pounds from the day before, much to his shock.

However, George tried not to think about it. Tried not to worry about the sudden weight loss, but he couldn't bring himself to believe that it was just the scale. Not again. Not with his visibly thinner waist and the way his clothes were all a little loose on him.

There was no doubt in George's mind that something was wrong. He couldn't help but fear that it was something wrong with the transplant. Or maybe he had cancer. That thought made him choke up, even worse than before. However, he grimaced, telling himself that it was nothing, even if he didn't believe it.

Finally, by the end of the day, George couldn't take it any longer. His fears had nagged at the back of his mind throughout the whole day. Thoughts of cancer or his new heart being rejected were too strong to continue to ignore. He had to see a doctor, and he had to see one soon.

George gulped and stared nervously at the doctor in front of him. Dr. Shamus had been the doctor to take care of most of the surgery, and had been working with George about his heart problem for some time. George didn't like doctors, but if there was any doctor that he trusted at all, it was Dr. Shamus.

"Hmmm." Dr. Shamus mused, "Your body hair falling out is probably the result of the shock to your system." He paused, "That isn't anything to worry about and I'm sure that it will grow back soon enough."

Frowning, George nodded, "But what about this?" He patted his stomach. "I mean, I've lost over 25 pounds since I got out of here a couple days ago." Then he grabbed at his shirt which was hanging a little loose on him, though not as much as his pants, "This can't be right."

Dr. Shamus frowned. "You know that's not possible. Not in such a short time." Then at the look on George's face, he asked, "Have you had diarrhea or any vomiting problems?"

"No." George growled impatiently. Then, he gulped and nervously asked, "Is it being rejected?" He gently tapped at his chest, trying to hide the fearful look in his eyes.

"Let me take a look." Dr. Shamus told him, pulling out the stethoscope and getting to the checkup that was the real reason George was there.

A minute later, George had undone his shirt so that Dr. Shamus could get examine him. However, Dr. Shamus stared at his chest with a look of amazement, then blinked before slowly touching the scar from the operation.

"This isn't possible." Dr. Shamus whispered.

"What?" George demanded, staring down were the doctor was examining him. "What's wrong?"

Dr. Shamus didn't answer for a few seconds, and when he did, he just whispered, "Your scar."

George snapped, "What about it?"

"It's...It's healed." Dr. Shamus looked George in the eyes, his own eyes filled with questions. At George's blank look, Dr. Shamus stood back and said, "The incision wound is scarred over." "But isn't that good?" George asked, feeling nervous and confused at the same time.

"Normally yes..." Dr. Shamus said quietly, "but this scar tissue looks several years old. Not several weeks."

"What?" George gasped, staring down at the scar on his chest in amazement. He even ran his finger over the long scar, gulping as he did so.

Dr. Shamus didn't waste any more time being surprised though as he took his stethoscope and continued his examination. There was a determined but curious expression as he went about it, checking George's heart rate and blood pressure.

Several minutes later, Dr. Shamus stood back and stared at George oddly.

George frowned, "Well? Am I rejecting it?"

"No." Dr. Shamus responded slowly. "Your body doesn't show any signs of rejecting it, but that doesn't necessarily mean that it won't." He took a deep breath, then said, "However..."

"However what?" George demanded, putting his shirt back on.

"Your new heart sounds strong and your blood pressure is good." Dr. Shamus paused, "In fact, too good. I've never seen anyone recover from a major surgery so rapidly." He stared at George for a moment before adding, "ANYONE."

George stared at Dr. Shamus for nearly a minute in stunned silence. He didn't know what to think. First he was told that there weren't any problems like he'd feared, now he was being told that the only thing odd was that he was healing too fast and was in too good a shape. He wasn't sure what to think of that.

"Um...thanks." George finally told Dr. Shamus. "And you don't know why I'm losing weight too?"

Dr. Shamus shook his head. "All I can guess is that your metabolism has sped up for some reason. That might explain both the rapid scarring as well as the weight loss, but to be honest...I've never seen anything like it before."

George nodded weakly before thanking Dr. Shamus again. And after Dr. Shamus promised to look into it, George left the office, not sure whether to feel worried or relieved at what he'd discovered. Especially when he still wasn't sure just what it was that he had discovered.

The old stairs seemed to creak with each step as George slowly made his way upstairs, towards his apartment. Each creak seemed slightly threatening and ominous, hinting at the buildings age. However, George ignored the creaking as he always did, knowing that it meant nothing.

When George reached the top level, something nagged at the back of his mind though he couldn't quite place it. Frowning, he adjusted his belt which still seemed too loose, in spite of pulling it several notches tighter, then continued down the hall towards his apartment.

"God damn weirdness." George grumbled, wondering at the same time why he was complaining about losing weight. However, it seemed the right thing to do, not to mention being an old and comforting habit.

Just as George started opening his door, the door across the hall opened up and someone else stepped out into the hall and stared at him for a moment. George just glanced over at his neighbor, the 19 year old girl Kelly. She was about 5 foot 8 with a slender body and near shoulder length red hair. Rather cute, he thought, though she was almost young enough to be his daughter.

"Hey," Kelly greeted George, "I heard you were in the hospital. Are you all right?" She actually sounded concerned, which left George a little surprised since they barely even knew each other.

"I'm fine." George told her shortly, thinking that it was none of her business. However, as he was about to go inside his apartment, he felt a faint twinge from the manners that his mother had tried instilling in him. After all, Kelly had only tried being nice. George looked back at her with a scowl and forced himself to be nice back, "I had a heart transplant, but the doctor says I'm healing fine."

Kelly winced. "Ouch. That's gotta hurt."

George nodded, feeling uncomfortable talking with the near stranger, "It did. A lot."

"At least you're healing all right." Kelly responded, moving closer. "I'll bet your family is pretty relieved."

George froze at that and glared at Kelly. Kelly gulped and stepped back, "What's wrong?"

For a moment, George just stood there shaking as memories of his ex-wife Angie filled him. Not all pleasant ones either. Finally, he spat out, "None of your damn business." Then he went inside and slammed the door behind him, still cursing the woman, though he wasn't quite sure which of the two he meant.

It was late evening, nearly time for bed and George stood at his window, staring out at the building across the street, though it was faintly illuminated by the street lights and the lights from the windows. He frowned as he looked at the corner of the building which was shattered and ruined, the remnants of some super freak the week before.

With a sigh, George closed the curtains and absently scratched at his chest for a moment. Then he tugged at his loose shirt, frowning as he thought about what Dr. Shamus had told him earlier that day.

"He's a quack." George grumbled, making his way to the bathroom to get ready for bed.

After George had relieved himself, he reached for his toothbrush then glanced in the mirror, blinking several times as he realized that something seemed odd. It took him several seconds though to realize what it was.

"My hair." George whispered, reaching up and gently tugging on it. His hair was no longer receding quite as bad in front. And when he checked, he found that it wasn't quite as thin in the back either. "My God. Did someone slip me so Rogain or something?"

George continued to stare at his hair in the mirror for several minutes, smiling in spite of himself. His thinning hair had been a mark of embarrassment for some time, just as his thickening stomach had been. Now, for some strange reason, both problems were going away on their own.

"I'll be damned." George muttered.

Several minutes later, George finished brushing his teeth and made his way to bed. He went to sleep with a smile for the first time in as long as he could remember. Maybe things really were going his way for a change.

George ran his fingers through his hair as he stood in front of the mirror, feeling a little smug. There was no doubt in his mind that his hair was a little fuller than the day before, not to mention longer by about an inch. And as he examined his reflection, he could have sworn that his hair was just a tiny bit darker as well.

"Not bad." George told himself, feeling rather proud. He patted his almost flat stomach at that, glancing over the rest of his body which was also noticeably thinner. "Who says you need to exercise to lose weight." He chuckled at that.

With a chuckle, George reached for his razor and then paused, running a hand across his jaw. There was a little stubble there, but not nearly as much as there usually was. After a moment, he decided that it wasn't even worth the effort of a shave. However, he continued to stare at his reflection in the mirror, feeling rather satisfied that he no longer looked pasty and unhealthy like he had.

Then, as George was looking at the fading scar on his chest, he froze, noticing something odd. Pausing for a moment, he gently pushed at his chest which had been itchy for the last day, only to find that his chest was puffy.

"Oh shit." George gasped, suddenly fearing the worse. That he was infected from the surgery, then he paused for a moment and realized that a little swelling shouldn't be too unusual.

For a moment George just continued to touch his chest in the puffy spots, then he shrugged, deciding that it probably wasn't anything to be worried about. After all, the cut itself was scarred and looking fine, not to mention the fact that Dr. Shamus had told him that he was fine.

Still, George couldn't resist muttering, "Those quacks never know what they're talking about."

With a half hearted snort, George turned and started to get dressed. As he did so, he couldn't help thinking about how good he felt for having a surgery so recently. In fact, he actually felt better than he had in years, no doubt due to the weight loss, not to mention the new heart. Either way, George felt healthy enough to run several miles, though he had absolutely no intention of doing so.

"I bet I could go back to work today." George exclaimed aloud, though he had no intention of doing that either. Not when he still had several weeks of medical time off.

Once he was finished dressing, George tugged at his shirt and frowned. It was too loose on his shoulders now as well, though not nearly as loose as his pants had become. Even the ends of the legs were beginning to drag on the ground. Strange, but George didn't really think about it since it was just one more thing among many.

For the rest of the day, George went to the theater to watch a movie, which was a rarity for him. Then after grocery shopping, he stopped at a bar for beer and dinner. Throughout it all, he kept absently scratching at his chest through his shirt and adjusting his clothes. He suspected that something was wrong but refused to think about it, telling himself it was just side effects from the surgery and medication. Instead, he kept trying to distract himself.

That evening, George finally made his way home. As he stopped to check his mail in the lobby mailbox, he was somewhat startled to see Kelly already there checking her own. For a moment, George paused, half tempted to apologize to her for his comments the night before, then he decided to just ignore her. It was certainly much easier.

"Um..." Kelly started, staring at George with an odd look. "Are you all right Mr. Atkins?" She paused, "You looked...I don't know..."

"What?" George demanded with a snort.

Kelly suddenly brightened. "Oh, you did your hair." She seemed pleased for a moment, but quickly frowned, "No, there's more. You just look different somehow."

George gave Kelly an annoyed look. "I didn't do anything so you must be imagining it." However, even as George said this, he wasn't so sure.

"That's OK." Kelly responded, "No offense though, but you do look a little better than usual. Maybe it's just your transplant and all."

With a snort, George finished with his mailbox and started up the stairs to his apartment. Kelly followed close behind, cheerfully talking with George though it was nearly all a one sided conversation except for the occasional grunt. That didn't seem to bother her though.

When George finally reached his apartment door a short while later and Kelly called out, "Talk to you later Mr. Atkins. Hope you have a nice night."

George grunted, feeling relieved but at the same time rather...disappointed. He had to admit to himself that she was a rather cute girl, and she did mean well. In fact, she was one of the few people that even bothered to talk with him anymore. But she seemed just a bit to much like Pollyanna at times and annoyed him at the same time.

Then, remembering Kelly's comments, George went to look in the mirror, gasping when he did so. The reflection was still his own, but not the same him that was there that morning. There was no doubt that his hair was longer, by at least another inch, perhaps more. But it was darker as well. And so was his skin, though not by very much at all. Still, it was a noticeably difference from the pasty color from not long before. At the same time, his whole face seemed somehow...smoother. Softer.

"What the hell kind of disease is this?" George grumbled, tugging at his clothes.

Even George's shoes were loose, almost as if they'd grown at least a size during the day. A minute later, George undressed and stared at himself intently, carefully noting all of the changes, subtle as they might be. He didn't know what was happening, but he knew that it wasn't normal. Nobody had this happen to them, even after something like a heart transplant.

George had lost almost all of his bodyfat and his stomach was very slender, even showing hints of his abdominal muscles. His arms and legs, now all smooth and hairless, were thinner but firm and healthy looking.

However, George gasped at two of the most noticeably changes. The swelling on his chest had gotten even worse, almost looking like some 12 year old girl's breasts. Even his nipples seemed larger, which confused George.

"What the hell is wrong with me?" he demanded, beginning to grow even more terrified. It only grew worse though as he looked further down. "My dick!" He frantically grabbed at his cock which was only half the size of normal, as were his testicles. "My balls..."

For the next fifteen minutes, George held his cock and balls tightly, as if they would shrink more or vanish the instant that he let go. He'd never felt more confused in his life, or afraid. Finally though, he slowly pulled his hands away and took another long look at his body, gulping fearfully as he did so.

Taking a deep breath, George whispered, "I'm going to have to talk to that damn quack again." He shivered slightly, promising himself to do that first thing in the morning since he knew that it was too late at the moment. Still, he was half tempted to go to the hospital emergency room anyway, even though he hated hospitals. "Tomorrow." He promised.

With that, George started for his bed, trying unsuccessfully to ignore the strangeness of what was happening. However, he knew that the sooner he got to sleep, the sooner he'd be able to see Dr. Shamus. And hopefully find out what was happening to him.

George stood, staring down at his phone nervously...nearly shaking as he did so. He knew that he had to call Dr. Shamus and he wanted to call Dr. Shamus, but he was afraid to do so. Afraid of what he might find out.

Taking a deep breath, George gulped and looked down at his naked body, almost wishing that he hadn't woken up that morning. The changes which were so visible the night before were even more so now. He'd nearly screamed when he woke up and had to face them.

With that, George hesitantly touched the swellings on his chest, no longer having any doubt what they were. "Tits." he growled, "I have tits." They were small, but there was no doubt that he had a pair of women's breasts now.

Then, George looked down at the rest of his body and grimaced. The breasts weren't the only changes. His whole body was a little smaller...and firmer. There was even muscle tone showing now. However, with the way his hips had widened and the swellings on his chest, he knew that he was beginning to look like a girl. And the fact that his cock and balls had shrunk further only made him wince more.

"No." George whispered, reaching back and running a hand through his hair. His hair that was several inches longer than the night before...and darker still.

Even George's face had changed, surprising him when he first looked into the mirror after waking up. Everything was subtly altered, making him look like a stranger. Almost...like a girl. And younger at that. His eyes, normally a dull gray, were now a very dark brown. His face was smooth, with no sign of stubble. George's teeth had even gotten in on the act, becoming straighter and growing a new tooth to fill in one gap.

Finally, George shook himself off and reached for the phone, taking a deep breath before he dialed. Once George was past the secretary and passed to Dr. Shamus, he started, "Hello..."

"And who is this?" Dr. Shamus asked cautiously.

George grimaced, realizing that even his voice was changing. After clearing his throat, he said, "It's George Atkins." Pausing for a moment, George started, "You remember those that stuff you were gonna look up...?"

Several seconds later, Dr. Shamus answered, "I'm did some research on your symptoms but was unable to find anything." After George let out a groan, Dr. Shamus continued, "Why? Have there been more problems?"

"Well..." George started, clearing his throat again to little effect.

"If so," Dr. Shamus told him, "just come on in and I'll get some more tests started on you."

George froze at that, groaning. More tests. As if he hadn't been given enough the last time with the blood sample and everything. It was obvious that Dr. Shamus didn't have a clue, and George grimaced to realize that there was nothing the doctor could to. After all, he knew that his symptoms were strange and doubted that any doctor could deal with them.

"No..." George told him quickly, "I'm fine." Then as George quickly hung up the phone, he exclaimed, "Damn quack!"

With a shudder, George turned away from the phone, thinking of what would happen if he let that quack go at him again. He'd end up in some sort of freak ward being poked and prodded as if he was some sort of alien. That was the last thing that George wanted, hating hospitals enough as it was.

Pausing next to his window, George stared out at the street below, trying to think of what he could do. He certainly hoped that whatever was happening to him was only temporary, but he was too big a believer in Murphy's Law to be very hopeful.

Suddenly, George noticed something outside on the other side of the street. He stared at a figure that was dressed all in some kind of dark blue tenchcoat and hat, standing off to the side and seeming to look directly at him. George couldn't make out any details, but he thought he saw some sort of gleam of light reflected from the figures face.

"What the fuck?" George growled, stepping back and looking around for the baseball bat that he kept handy. However, he felt foolish since the figure was below and glanced out the window again, only to find that the blue clad figure was gone. "Damn it."

After taking several deep breaths, George went and got dressed, though all of his clothes were too large, including his shoes. Still, that was all he had until he could get some more. He cursed the entire time he put on his clothes then started for the door, silently promising that he was going to kick the ass of whomever was responsible for doing that to him...then sue the quacks at the hospital for every cent they were worth. After all, George was sure that they were behind it...somehow.

"Talk about malpractice." George muttered as he left his apartment.

However, as soon as George stepped out the door, he knew that he had made a mistake. That he should have waited several minutes or at least have looked out first. Standing just across the hall, going into her own apartment was Kelly.

"Hey Mr..." she froze and her eyes went wide as she saw him, "Sorry, I thought you were..." Then she stopped and stared at him in disbelief. "It can't be..."

George gulped, feeling suddenly humiliated at being seen like that, but he quickly shoved that emotion away and growled, "Leave me alone."

"Mr. Atkins!" Kelly gasped, staring at him in shock, "It is you."

For a moment, all George could do was glare at her, covering his insecurities with anger. He stepped forward, unable to miss the fact that Kelly looked much taller to him. Almost looking him in the eye.

"I can't believe it..." Kelly gasped, staring intently at George, the easy grin on her face replaced with a serious expression. "What happened to you?"

"Fuck off!" George growled, turning around to leave. However, a pang of guilt hit him for being rude, so he slowly turned back to Kelly who was watching him silently. "I...I just started changing after my transplant." he explained.

Kelly whispered, "Oh." Her eyes were filled with questions.

"I..." George gulped, then gestured down at himself with a grimace, "I was going to get some new clothes." He felt embarrassed to admit as much, but it felt good to let it out. To finally tell someone other than those quacks.

"Oh my." Kelly gasped, "I don't know what to say." She stared at George for a moment longer before asking, "Does it like...hurt?"

Nodding his head, George started walking away but Kelly followed beside him, obviously wanting to know and not letting him get away. "Please?"

"It doesn't hurt." George grumbled, slipping back into his normal grumpy mode, "Maybe I'll talk to you about it later. Like I said kid, I've got to get some new clothes."

Kelly snorted at that, continuing along with George. "Yeah, but I don't think you have a lot of experience dressing in women's clothes and it looks like that's what you're going to need."

"No way in hell!" George growled, "I ain't wearing no woman's clothes. I ain't no damn woman." However, he silently added, "Yet." From what little was left, he knew that it wouldn't be much longer at all before he was officially a woman.

Kelly just snorted again at George's response. "Well, you'd look kind of funny dressed in guy's clothes right now." Then, smiling gently, she said, "If you tell me more about it, I'll help you shop for clothes. I know you big macho men aren't very good at that." She laughed as she finished.

Taking a deep breath, George looked at her, secretly relieved to have someone to talk to. To share his problems with. Then he nodded. As they continued on their way together, George started to slowly tell Kelly everything.

George and Kelly returned to the apartment building after two hours of clothes shopping. Two hours that seemed nearly an eternity for George as he suffered through the women's clothing and Kelly's constant chatter. She was rather annoying with her constant cheerfulness, but he had to admit, she was very friendly as well. Not to mention good at distracting him from his greater problems.

However, after all that shopping, George only left with a few clothes, suspecting that he was going to keep changing. At least for a little longer. In the end, he only bought several jogging suits, his current size and a little smaller, and two pairs of tennis shoes, one his current size and one a little smaller.

They stopped in the hall outside of their respective apartments, standing in an uncomfortable silence.

"You want me to come in and help you?" Kelly asked. She smiled as she quickly added, "I can teach you how to put on makeup and..."

George winced, "No thanks." He prayed that he never changed enough that he'd want to put that stuff on. However, he knew that if for some insane reason he did, then he'd have his teacher right next door. "I just want to rest."

Kelly nodded, "All right. See ya later then."

A minute later, George was back inside of his apartment, sighing in relief. It had been interesting to talk with Kelly, not to mention educational, but he was glad to be on his own again. At least for the moment, though he knew that he'd talk to her again. It was a relief to have someone he could talk to. Someone to listen.

"Home sweet home." George sighed, reaching up to scratch at his chin. "Ouch!" He winced as his fingernails painfully scratched at his chin and yanked his hand away, staring at it in shock. "Oh shit."

George's fingernails had grown longer...and sharper looking. They looked almost like claws and had drops of blood along several of their tips. George gulped and ran his fingers against his cheek, pulling them away to see a little more blood.

"Damn." George whispered, rubbing the blood away with the back of his hand and hoping that it wasn't too bad. "Better get a band-aid."

However, instead of going straight to the bathroom, George turned around the corner into his living room to leave his shopping bag, then suddenly froze in surprise as he saw that someone else was already there. Sitting on the other side, in his recliner. It was a man, dressed in a dark blue trench coat and with a matching colored wide brimmed hat. However, what drew George's eyes the most was the gold metal mask that covered his entire face. The face was blank and featureless, much like a mannequins, with only the two eye slits to reveal any humanity beneath.

"What the hell?" George gasped, dropping his bag and stepping forward with his fists clenched, wishing that he'd grabbed the baseball bat from the corner. "After I kick your ass, I'll have the cops take you away." George bluffed, trying to hide his fear of the intruder.

"Please relax," the intruder said, standing up and holding his hands out. Both were covered with dark blue cloves. "I mean you no harm Mr. Atkins."

George watched the man warily, burning with curiosity at who this stranger was, not to mention anger at his breaking in. Taking a deep breath, George forced himself to remain calm, or at least look like it. However, he couldn't resist glancing towards the corner where his baseball bat rested. He was sure that he could get to it before the stranger came at him. If the guy didn't have a gun hidden on him that was.

"Who are you?" George demanded nervously, "What do you want?" Then feeling stupid, he gasped, "I don't have any money, but you can take my TV..."

"I'm not a burglar." the man responded, sounding offended though George couldn't see his face to be sure. "Actually, I might be able to help you."

"Me?" George was confused.

The man nodded. "I am called the Face." the man stated, then chuckled slightly. "Ironic I know since mine is covered, but irony is what drives many of us."

"What do you mean?" George asked, feeling even more confused...and less threatened. The stranger...the Face didn't seem to really mean George any harm.

The Face slowly removed his hat, revealing the black hair beneath it. "I was once rather vain about my looks," he explained, "but now I am cursed to wear this mask as it is all that holds me within this physical plane."

George blinked, not feeling any more enlightened by the Face's explanation. Instead, he just wondered what kind of insane burglar had broken into his apartment.

"I apologize for coming in unannounced." the Face said, sounding embarrassed, "But I had to speak with you." At George's curious look, he added, "I know what has happened to you...and why."

"WHAT?" George gasped, looking down at himself with a grimace then back at the stranger.

"I only found out this morning." the Face said sadly, seeming to be staring straight at George. "It's...spooky. Like looking at a ghost."

Gulping, George repeated, "A ghost?"

The face nodded. "It was your transplant." His voice choked slightly. "It's turning you into the person it came from."

Then the Face gestured with his hands and his whole appearance suddenly shifted. His trenchcoat and all of his other clothes turned to a dark gray. While at the same time, the hair and skin revealed behind the mask suddenly vanished, leaving the mask hovering in what seemed to be mid air.

The ball of light expanded in an instant and was suddenly the image of a woman, looking slightly transparent. While at the same time, the Face had returned to his previous appearance. George however stared at the image of the woman in awe, recognizing the features as similar to what he saw in the mirror. That was what he was turning into. Who he was turning into.

She was dressed in loose clothes that made her look a little frumpy. She was just a little bit shorter than George currently was and had extremely dark hair, almost black though with highlights of brown, all swept back and pulled into a sort of loose pony tail. Her dark eyes were covered by a pair of glasses that added to her frumpy image. Her skin was tanned, revealing her non-Caucasian heritage. George guessed that she was at least part Hispanic or Pacific Islander, though it was only a vague guess.

"Her name is...was Melissa James." the Face said quietly...sadly.

Suddenly the image changed. It was the same woman, but dressed nothing like before. Her hair was free, revealing the pointed ears and the glasses were gone entirely. She wore a tan spandex costume from her neck down, though there were no sleeves, revealing her well muscled arms, though they were wrapped with partial crimson bandages. There was a red sash that hung loosely from her waist and a pair of sais strapped to her lower legs with some sort of red harnesses.

"But I knew her better as Wildcat." the Face finished.

George just gasped, not sure that he could take another surprise. He stared at the woman, who was obviously one of those super freaks. Just like the Face obviously was.

"But..." George started, not sure what to ask as his mind was filled with questions. He couldn't believe that he had some sort of super freak's heart, then glanced down and quickly looked for the scar, seeing that even that was almost gone. "But I..."

"We are...were team mates in Faction Zero...and friends." he choked at the last. "She was almost impossible to kill." he whispered. "She healed unbelievably fast. But then..." he gulped, "she was in a freak accident and killed."

"I'm...I'm sorry." George said quietly, feeling horrible for the woman's death, but at the same time unable to at least be thankful that he had a donor. The mixed feelings swirled inside of him while the Face continued.

"We didn't know." he said quietly. "When she disappeared, we didn't think anything about it. She's done it before on private missions. We all have. It comes with the territory."

The Face was quiet for a moment. "After I found out...I was sure that she'd come back. Her powers..." He paused again, adding, "Even Ms. Miracle came back..."

George felt a pang of guilt, almost as if he was responsible for killing this Wildcat woman. Then he asked, "But why the hell did this happen to me?" he gestured down.

Snapping out of his distraction, the Face looked at George. "Because of her powers. Her ability to heal from nearly any injury was in her cells. And when you received her heart, that very power started to go to work. But it was based on her body and DNA so it just continued to repair what it saw as an error. Your body."

"Oh shit." George whispered. Then something dawned on him. "If her heart did this to me...then what about other people who got transplants?" He was horrified to realize that he probably wasn't the only one. There might be others, all turning into clones of the same woman.

"No need to worry." the Face said quietly. "The kidneys and liver don't pump blood throughout the body in the same way as a heart so they wouldn't have anywhere near as rapid a reaction as you...if any." He paused a moment, then added, "And I used a spell to remove that possibility entirely."

"Remove..." George paused and looked down at himself, his mind quickly scrambling. As hope started to dawn, he gasped, "Then you can change me back to normal."

The Face shook his head. "If I had gotten to you soon enough...yes. But it is too late now. You're almost all the way through and Wildcat's powers have taken hold." He moved closer and ran a finger over George's cheek where he'd scratched it earlier, "Healed. And those very healing abilities would resist my changes. I am afraid that it is too late."

George gasped, staring down at himself once again before gasping, "Damn I need a drink. A stiff one." He sighed and sat down, staring up at the Face who no longer seemed intimidating.

After several minutes of silence, the Face said, "I suppose you will need some new clothes." At George's reluctant nod, he continued, "I kept Melissa's in case she came back, but now I see she isn't. You can have those since they will fit you soon."

Once George had thought about it for a few seconds, not liking the idea of hand-me-downs from the dead, but then admitting that it would make sense. Not only would it save him money that he didn't have, but it certainly couldn't be any worse than a hand-me-down heart.

"All right all ready." George grumbled, shaken but trying to act confident. "Let's get going then."

But instead of heading for the door, the Face gestured his hand and repeated the process of his coat turning gray while his flesh turned invisible. Again, it only lasted a moment while he cast the spell, explaining that the act of casting spells drained some of the energy needed to remain stable in reality. When he was done, there was a glowing red door in the middle of the floor that they both went through.

George looked around the new apartment he found himself in, feeling uncomfortable. It was obviously a woman's. But at the same time, it did seem a lot more empty than he would have expected. Not nearly as many decorations or personal possessions.

"This was her home." the Face said sadly. "But I do not think that Melissa would mind you having her clothes."

With that, the Face started for the bedroom and started packing clothes. However, George made sure that he didn't pack any bras or panties since wearing her underwear was definitely going to far.

Once several bags of clothes were pack, the Face reached into the closet and pulled another box out. This one he opened slowly, almost reverently, revealing the folded costume and sais that were inside.

"Her costume." he told George needlessly. "I'll keep this."

Then the Face paused for a minute before slowly turning towards George, making him feel extremely uncomfortable. Almost as if he was looking into George's soul.

"You possess her form...or at least will by the morning." the Face said quietly. "And you have her powers."

"Powers?" George asked, gulping uncomfortably. The Face had mentioned being able to heal quickly, but George hadn't really thought about it until that moment. "Shit." he spat, "Me...a super freak?"

"Wildcat had several abilities which you shall soon possess as well." the Face told George in a serious tone. "She could heal from nearly any injury...so long as she yet lived." He choked at that. "She was fast, agile and strong. To the best of human ability. Her senses were all perfect, especially her vision. She could see in nearly pitch black as clearly as if it was day."

George gulped. "Is that all?" He didn't know what to think about that. The thought seemed...horrifying. He didn't want to be some kind of freak.

"No." the Face responded, reaching down for George's hand. "She had claws as well...though she rarely used them, preferring to use her sais instead." He paused for a moment, adding in a lighter tone, "She was a great fighter, a martial artist, a courageous hero and...one hell of a dancer. But I don't think that those come along with her face."

"Thank Heaven for small favors." George grumbled. Then he asked, "Can you take me home now? I don't feel comfortable being here."

The Face nodded and once again did his gesturing. A minute later, George had gone through the glowing red doorway and was back in his own apartment. The Face barely said "Farewell." before he left through yet another magic door, leaving George home alone...with a lot to think about.

George sat on the edge of his bed, staring down at himself as he did for the last five minutes. Ever since he had woken up, knowing that his body had changed more during the night. And as he stared down at himself, he was sure that the changes had finally stopped.

Silently, George starred down at his smooth, feminine skin. It was several shades darker than normal, but nowhere near dark enough to be considered 'black'. His muscles were all very firm, giving him an extremely athletic appearance, though not quite that of a female bodybuilder. However, it was very close. He held out his hands and stared at the fingernails that were much more clawlike than before, sharp and hard.

Gulping, George gently cupped his breasts, guessing that they were about a C cup, though he was no expert. At the moment though, he absently wished that he had taken one of the bras from Melissa's apartment. Then he would know for sure.

Finally he turned his attention to the area between his legs, feeling oddly calm. But then again, it was what he expected. What he knew would eventually happen when he first realized that he was turning into a woman. In fact, George felt almost...relieved. Relieved that it was finally over.

"Damn." George whispered, rubbing hesitantly at the feminine slit between his legs. "I've got a fucking pussy." Then he chuckled slightly as he realized what he'd just said.

It was sensitive though, and in spite of himself, George had to admit that he was beginning to get turned on. His crotch began to get wet while at the same time, his nipples started to harden, feeling almost like a pair of tiny dicks with erections.

Taking a deep breath, George muttered, "Damn this is weird."

Then, feeling extremely curious, George stood up, frowning slightly at the weight on his chest, not to mention his new balance. However, it wasn't quite as noticeable as it would have been if he hadn't already started slowly getting used to the changes over the last few days.

A minute later, George stood in the bathroom in front of the mirror, blinking several times to make sure that he wasn't imagining it. It was a beautiful, but strong looking face. The reflection was that of the same woman the Face had shown him, though that was what he expected. Still, to see it with his own eyes...

"Damn I look hot." George exclaimed in surprise.

After looking his body over closely in the mirror, George gently flicked his now pointed ears, muttering about being a Vulcan. Then he opened his mouth wide and looked at his teeth, noticing that they too had finished changing. His canines were even slightly sharp and pointed, almost fanglike.

George just stood there for some time, taking turns between staring at himself in the mirror and staring down at his transformed body. It felt extremely strange to think of this as himself, even if it had been building up to it for several days.

"I can't believe this." George muttered. "I can't be no damn super freak."

With that, George remembered what the Face had said about powers, gulping as he did so. Did he really have them? Did he want them? George didn't know. But he knew that he had to find out for sure, just to satisfy his own curiosity if nothing else.

For one thing, George realized that he felt extremely good. Or at least extremely healthy. He didn't remember ever feeling so awake and energetic early in the morning. Almost like he could take on the whole world. And at the same time, felt extremely light on his feet and oddly graceful. Neither 'light' or 'graceful' had ever described him before. And as he flexed a bicep, he realized that he felt strong as well.

Then, after hesitating for a moment more, George reached over and turned off the bathroom light. And almost to his surprise, he could still see as if the light was on. Even his reflection in the mirror, though everything had a strange look to it. The colors were slightly off and just a bit darker, but he could still see with ease.

Letting out a whistle, George exclaimed, "Wow." The Face was right, he actually could see in the dark.

George turned the light back on and blinked a few times as everything changed colors again, wondering about the other powers that he supposedly inherited. He definitely didn't want to test the healing ability, then reminded himself that it was already tested. There was no more sign of the cut on his cheek from the day before than there was of the scar on his chest.

It was then that George realized that Mother Nature was calling. He grimaced and forced himself to sit down in the toilet, suspecting that this was going to be messy. To his relief, he was able to pee just as easily as before, though it did feel a little different coming out. But at least he had the same relief as before. He even remembered to wipe afterwards.

"Damn super freaks." George growled, not liking the idea that he was one of them now. At least he knew better than to put on spandex and do something stupid.

Finally, George shook his head and took one more look in the mirror before heading back to his bedroom to get dressed in the clothes that had belonged to real person who's face he wore. He didn't particularly like the idea of wearing them, but it was more than obvious that his own clothes were completely out of the question.

After George was dressed, he was relieved that most of the clothes were loose. The pants he was wearing and the large sweater did much to hide his new feminine figure. However, he grimaced uncomfortably, reminding himself to get some new underwear...or at least panties since they would probably fit him better at the moment.

Several minutes later, George hesitantly left his apartment. He stopped in the hall for a moment, staring at Kelly's door. It was almost on impulse that he knocked, telling himself though that he needed an experts help in shopping for women's undergarments.

The door opened up a short while later and Kelly stuck her head out, yawning for a moment then blinking when she saw George standing there. Her eyes immediately shot wide and she threw the door open.

"Mr. Atkins?" she gasped, blinking several times. "I mean, that is you isn't it?" At George's embarrassed nod, Kelly continued, "I mean, you look sorta like what you did yesterday, just..."

"I know." George sighed, looking down at his feet in embarrassment. "I...I finished changing."

Kelly blinked again, gesturing for George to come in, "Finished?"

"All the way." George admitted quietly, gesturing down at himself. "I also found out why this happened to me." At Kelly's look of interest, George smiled faintly, "I'll tell you about it later though. I was going shopping for clothes and hoped that you'd come with me."

With another yawn, Kelly sighed, "Sorry, I worked late last night." Then she shrugged, "Sure, why not. Just let me get showered and dressed. Make yourself at home." She gestured to her couch as she left the room, a lot less energetic than any other time that George had seen her.

George waited impatiently on the couch, staring at himself and peaking down his shirt the entire time. He still couldn't believe that it was his body, even if it did look like that Wildcat woman's instead. At that though , he felt a pang of guilt at her death though he knew that it was foolish. He certainly had nothing to do with it. Even if he was alive because of it.

Eventually Kelly came back out, dressed in her robe. "Glad to see you didn't run away on me." Kelly told George. She seemed a little more awake and cheerful than before her shower.

"Not yet." George told her with a faint smile. He didn't admit that he had been tempted to though.

George kicked his shoes aside, having removed them while he was waiting, then he moved towards Kelly. Then he stopped just several feet away, blinking in surprise as he realized that she was taller than him now by about an inch. That meant that he was about 5 foot 7 now.

"Damn." George grumbled, "Now I'm feeling short." He snorted, stepping back and remembering what the Face had said. He was stuck like that and going to have to get used to it.

Kelly giggled, "Could be worse you know."

"I know." George admitted reluctantly, silently adding 'but not much'. At least he was healthy he reminded himself, which was a BIG plus for someone with his old heart problems. That thought cheered him up immensely.

A short while later, Kelly was all dressed and gesturing for George to go into her bedroom. "Come on, I'll show you how to put makeup on." she giggled slightly, then added, "And you could probably use a little too."

George groaned, about to refuse, however he saw the look on Kelly's face and suspected that if he didn't let her 'help' give him makeup lessons, then she wasn't going to help with the clothes either. With a sigh, he followed.

The lessons went by less painfully than George would have suspected, though he still would have rather forgone them entirely. First Kelly did her own makeup, explaining to George what she was doing each step of the way, then she went and put his on, repeating the process, much to his impatience. When it was finished, George stared in the mirror, admitting that it looked good, though that didn't make him any less comfortable. He felt like a clown and said as much.

Kelly laughed, "It's not that bad. You get used to it too." George snorted, having no intention of doing that. However, Kelly went on, "But your clothes need work too. I mean, those are all right if you're trying to be real casual or keep anyone from noticing your body, but they're really not all that flattering."

"I've got other stuff too." George admitted, knowing that if he didn't, then Kelly would insist on buying more. "But I'm fine like this."

Kelly gave him a doubtful look, but after noticing George's expression, decided that it would be better not to say anything more about it. At least not yet. Instead, she changed the subject, "Well, let's get going then."

It was several hours later when George returned home, saying goodbye to Kelly again as he returned to his own apartment. He was even smiling as they separated, deciding that she might be a bit annoying at times, but Kelly was beginning to grow on him. In spite of himself, George was starting to like her.

"Well, I'm glad that's done though." George muttered, looking at the bag of lingerie in his hands, hardly able to believe that it was his. Or worse, that it actually fit him.

Then, George smiled faintly, wondering if perhaps he should surprise Kelly and change into something a little more feminine when they met later on for dinner. However, George quickly decided against it, silently cursing himself for even considering the idea.

"I'm a man damn it." he snorted. However, even as he said it, he looked down and knew that he certainly didn't look it. Not anymore and probably not ever.

Suddenly George froze, feeling that something was wrong though he couldn't place what. He dropped the shopping bag and slowly started forward, sensing that he wasn't alone. Whether it was a subtle smell or a faint sound, George wasn't sure, but he knew it for a fact.

"Who's there?" he growled in a low voice.

At that, a figure shimmered into view further down the hallway. A figure that George immediately recognized as the Face.

"I apologize for entering uninvited again," the Face said, taking off his hat and nodding, "but after I left yesterday, I realized that we should probably speak again."

George blinked, relaxing slightly though still being wary. "Why?"

"For one," the Face announced, sounding almost smug, "you are going to need assistance with legal paperwork. I doubt that your drivers license will be of much use. People with doubt, if not outright refuse to admit that you are who you claim to be otherwise. You will need a new identity I am afraid."

For a moment, George just stared at the man, then he gulped, realizing that he was right. There was no way that anyone would believe that he was George Atkins anymore. And Heaven help him if he got pulled over by a cop and handed over his current drivers license.

"Secondly," the Face continued, "I have some friends whom I'd like you to meet." George just stared at him, feeling a bit uncertain but the Face said, "Please."

Finally, George nodded hesitantly, wondering what it could hurt. "All right."

With a nod of his head, the Face turned and gestured with his hands, making another glowing red doorway appear off to the side. George only hesitated a moment more before following the strange man through it.

A moment later, George found himself standing in a large room that almost looked like some sort of gymnasium. However, there were no basketball hoops on the ends, nor any bleachers. Only targets on the walls, dummies, short walls and pillars. He looked around curiously, wondering where the Face had brought him.

The Face just stood there, almost as if waiting for something, making George more apprehensive than before. He wasn't really sure that he trusted the strange man yet, even if he did seem all right.

Then a man stepped into the room through a large doorway and stopped, staring at them both for a moment. The man was around 6 feet tall and dressed in a costume of white with dark blue. There was a white hood that came up over his head from behind and a dark blue bandanna over the lower part of his face, covering the mouth and nose.

"Face." the man commented, holding his hand out. It was only then that George noticed a white compound bow in that hand, then two quivers of arrows on his back. "You found Wildcat..."

At that, several other people in costumes came in behind this man, all of them stopping to stare at George and the Face. The looks on their faces were mixed, though George knew that he felt extremely uncomfortable. They were all super freaks.

"No." the Face announced, "This is the man I told you about." Most of them looked disappointed at that though several looked grim. "I brought him here to meet you all. I'm afraid that he is all that is left of Melissa."

The man George had first seen come in slowly moved towards him, the bow being held at his side in a non-threatening manner. He stared at George for a minute, not saying a word, then looked up at the Face for second before returning his attention to George.

"I'm sorry." the man said quietly. "I know that this has to be hard for you. And probably pretty damn strange."

"You have no idea." George grumbled, looking up at the man and realizing once again how much smaller he was than normal. Normally he probably would have been looking that man in the eyes, if not looking up only an inch or so.

The Face gestured to the man with the bow and said, "This is Shiver." The man...Shiver bowed in an exaggerated manner, "And these..." he gestured towards the remaining three, "are the rest of Faction Zero. Wildcat was one of us so I thought that it was appropriate for you to meet us all."

Shiver nodded, then quickly pulled an arrow to his bow and just as he was about to fire it, the arrow itself turned into a glowing white energy. A moment later, the glowing white arrow hit a wall on the other side of the gym, instantly covering it with ice.

"Shit." George exclaimed, glancing nervously towards Shiver.

"Shiver converts matter into a cryogenic energy." the Face explained.

Shiver snorted. "I can flash freeze anything I hit." He quickly pulled another arrow and fired it at the wall again, this time without making it glow. As soon as the arrow hit the frost covered wall, a large section of the wall shattered at the impact. "And that makes stuff fragile."

The others stepped forward and George gulped, watching them nervously. There was a blonde woman who had to be 7 feet tall. She was dressed up in some kind of red and gold costume that showed off her muscles pretty well. He vaguely remembered seeing her before on the news, just as he vaguely remembered seeing all of them.

"This is Mega." the Face said, gesturing towards the woman.

"Pleased to meet you." Mega responded, bending down slightly and sticking her hand out.

George's first impulse was to step back from this towering giantess, but he gulped and forced himself to shake her hand. Her handshake was firm, but not crushing like he'd feared.

"Melissa was a good friend." Mega said quietly. "But I think she would have been happy that her heart saved your life."

"Mega here can bench press a tank." Shiver commented casually. "At least when she's feeling tired."

Mega chuckled at that, then got a look of concentration on her face. With that, she started to grow, making George jump back. The woman grew from 7 feet tall up to 9, then continued to grow larger and larger until the top of her head was even with the ceiling.

"I am pretty strong normally," Mega commented, looking down at the nervous George, "But I can grow bigger for extremely short periods of time. Only a couple minutes though since I burn off a lot more energy that way." And with that, Mega started to shrink down again, quickly returning to her previous size.

George gulped nervously, wondering what kind of freak show he'd gotten himself involved in. He'd never been fond of super freaks as it was, but now he'd not only been turned into one but was standing in a room full of them. Still, he had to admit that Mega and Shiver seemed kind of friendly, not arrogant like he would have expected.

Next, there was some kind of metal woman who floated into the air. Her whole body was silver, white and dark blue. She had a dark blue face that made him think that she was a black woman, and silver metal cables that came from the back of her head and draped back like hair. He stared at her in amazement, not sure if she was some sort of robot or just a woman in armor.

"I am called Circuit." the metal woman commented, saying nothing more as she turned around in the air and fired blue energy blasts from the palms of her hands, completely destroying a pair of dummies on the other side of the gym. Then, she turned back and gave George a steady look before settling back on the ground, making no move to offer her hand.

"Um...yeah." George muttered, "Hi."

The last to step forward was a man with dark brown hair and a pony tail. He was wearing a costume that was mostly white with some black mixed in, and a gold metal belt and pair of gold metal bracelets on each wrist. However, the thing that drew George's attention the most was the pair of white feathery wings that were on his back, almost making him look like an angel of some sort.

"I am Icarus." the winged man commented, a grim expression on his face as he held out his hand. George hesitated only a moment before accepting it.

"Icarus is our team leader." the Face commented.

Icarus gave George a steady look. "I am not sure that I approve of the Face bringing you here, but I understand why. I am sorry for what you must be going through."

George thanked him, then commented, "And I guess you fly."

"Of course." Icarus responded, a faint smile threatening to form. "I also have force field generators on each wrist."

With that, he did something with his hand and a glowing blue disk formed around his left wrist. A shield of some sort. A moment later, a glowing blue blade came out of the wrist band on his right arm and he swung it through the air, giving no doubt that it was an effective weapon. Then both force fields vanished as he turned them back off.

George nodded slightly, still feeling uncomfortable at his surroundings, or at least the super freaks that surrounded him. He couldn't help thinking about all the chaos he'd seen on TV, caused by them and others like them. However, several of them didn't seem to be too bad, which only made George a little confused.

"Nice to meet you all." George lied. Then he turned to the Face and hesitantly asked, "You said something about new papers?"

"It'll take some time." the Face answered.

At that, Circuit stepped forward and commented, "I believe that it would be beneficial to test the depth of his changes." She spoke to the Face rather than George, "And to gauge the duplication of Wildcat's powers."

Icarus stared at George thoughtfully. "That might be a good idea." And as George started to protest, he quickly added, "And perhaps we might be able to find a way to reverse what happened to you." George immediately shut up at that and nodded his head agreement.

Several minutes later, George was in a smaller with only Circuit and Mega for company. The others had remained outside as they required George to strip naked for the first part of the examination. He felt humiliated to do so but grimaced and reminded himself that it might be the only way he could get back to being a man.

"Now stand on this platform." Circuit instructed in an even tone. "The device will scan perform an extensive scan and compare your biology to Wildcat's."

"Don't worry." Mega assured him gently, setting a hand on George's shoulder, "It doesn't hurt a bit."

George nodded again, feeling out of his depth. But at least there weren't any quacks poking and prodding at him while making 'ooh' and 'ah' sounds. He couldn't stand that. Then he stepped on the raised platform.

The platform hummed slightly underneath George, glowing just a little, as did something that looked like a lamp above him. It tingled, but didn't hurt in the least. Still, George was glad when the humming stopped and he was told that he could get out.

"It'll take several minutes for the computers to finish everything." Mega told George with a grin.

"Sure." George snorted, then tried covering himself up in embarrassment.

"Don't worry," Mega chuckled, "We're all girls here."

George just glared at her, making her chuckle more. "No offense, but I'd just as soon not be."

While they waited for the results, Circuit stood there silently while Mega talked to George, telling him about the woman he now resembled. He listened intently, growing more curious about his heart donor.

Then the results finally finished and Circuit examined them for a moment before announcing, "Fascinating, though as I suspected."

"Well?" George demanded impatiently.

Circuit looked at George, seeming calm. "Your biology is identical to Wildcat's." She paused for a moment before adding, "Including your DNA."

George gulped and stared at Circuit silently, feeling confused. He wasn't sure what to think about that. Even his DNA wasn't his own anymore.

"But can he be changed back into a guy?" Mega asked, surprising George with the concern in her voice.

"It appears not." Circuit stated matter of factly.

"Great." George snorted, "Now I'm stuck as a chick." Then he remembered who he was talking to and quickly added, "No offense."

"I understand." Mega said quietly. "I know what it's like to lose your identity." At George's curious look, she explained, "I wasn't always this big you know. I used to be 5 foot 5."

"Oh..." George started, looking up at the amazon who had a sad look on her face.

"I had an accident with some chemicals and ended up like this." Mega gestured down at herself.

"I really don't see how that is quite as bad as this." George responded, gesturing at himself.

Mega suddenly looked almost angry. "I lost my damn fianc!" she snapped. "The kindest man I knew, and he was so intimidated by me that he couldn't bear being near me anymore. My own parents cower when I go to hug them. And don't talk about my old job."

George winced at her vehemence and stepped back, "I'm sorry..."

Throughout this all, Circuit remained silently. Mega just stood there tensely, but she quickly calmed down and forced a smile, even apologizing for the way she'd intimidated George.

Feeling disappointed, George reached for his clothes, but Circuit announced, "I believe that it would be beneficial to test your new abilities as well." She moved closer to George and put a hand on his shoulder, "For your own understanding if for nothing else."

George stared at her for a moment in surprise, not liking the idea of being a guinea pig any longer, but realizing that she did make sense. He still wasn't all that sure about his so called 'powers' other than his healing ability and being able to see in the dark. He smiled faintly as he thought of the last, realizing how much money it could save him on electric bills and light bulbs.

"All right." George sighed, "I might as well find out what I can do." He looked down at himself, realizing that there was a lot about his changed body that he didn't know.

A minute later, Mega had pulled something out of a cabinet and handed it to George. It wasn't until he unfolded the black bundle that he realized what it was. A one piece black spandex costume that was obviously several sizes too small.

At George's blank look, Mega explained, "It stretches pretty easily so it's one size fits all. Sort of like what my costume is made of, but most importantly, it allows free and easy movement."

George sighed, staring at what looked like an extremely light and thin diving suit for a moment. Then he started to put it on, finding that Mega was right. It easily stretched to fit him and was extremely light and comfortable.

"I feel naked." George complained with a growl.

Mega just chuckled, responding, "Better than being naked, isn't it?" George snorted but silently agreed. "Now lets get the others and get started."

Several minutes later, George was in the gym again, surrounded by all of Faction Zero, though Icarus quickly excused himself and left the room. Shiver leaned back against a wall, watching George though his expression was hidden behind the mask that covered the lower part of his face. Circuit only looked faintly curious as she stood back, watching silently.

"Let's start with your senses first." the Face suggested, to witch the others nodded agreement. With that, it started.

George spent the next two hours trying out his body in ways that he never would have imagined trying before. Doing things that he knew were impossible for the old him. He was amazed as he slowly learned what he was capable of.

First he tested out his senses, finding that they were all much sharper than normal and with a little practice and attention, he was even beginning to figure out how to really use them. He practiced with his eyes first, finding that he could make details out at distances he never could before, not to mention his being able to see in the dark.

Then there was his sense of smell. George hadn't noticed it until Mega had pointed it out to him, but that was increased as well. Not as strong as strong as a dog's, but enough so that if he closed his eyes and paid close attention, he could distinguish the people near him from their scents alone. However, they had to be pretty close for that.

After practicing several exercises they suggested with his senses, George worked on some of his new physical abilities. He ran as fast as he could, jumped over hurdles that they set around the gym, climbed over walls and obstacles faster than he would have imagined possible, not to mention jumped as far...if not farther than any Olympic athlete ever had.

By the time the exercises were over, George was staring down at his body with a new respect. He was filled with mixed emotions of pride, awe, fear and shame. He couldn't believe what he was capable. He was stronger, faster and more agile than he could ever even imagine having been before. Even his sense of balance had increased unbelievably, shocking himself when he found that he was able to nearly run across a tightrope that Shiver had set up without falling.

"No fucking way." George gasped when he was finished with the exercises, staring at his fingernails...his claws. Those were about the only thing that he hadn't tried using, at least not on purpose though he remembered how easily they'd cut through his cheek. "I can't believe it."

And after all that exercise, George was surprised yet again when he realized that he was barely even breathing hard. It was as if all that exercise was little more than a warm-up to his body.

"Not bad," the Face commented casually, "though Wildcat could do better."

Shiver nodded. "But that's because of all her practice, not to mention her being a martial artist too. With some practice, you could do very well."

Suddenly George was aware of the others watching him in a curious, almost speculative way that made him uncomfortable. Coughing to cover his embarrassment, George tried to change the subject.

"What about that paperwork?" George asked. Then he gulped, realizing for the first time that he'd more than just a new drivers license. There was no way that he could possibly walk into work as he currently was. "Oh shit..." George whispered as everything seemed to strike him at once, "My life..."

A hand gently settled on George's shoulder and Mega told him, "It'll be all right."

"We'll get it started as soon as you choose a new name." the Face told George. "Have you given it any thought yet?"

George gulped and looked at the Face, then slowly looked around at the others, shaking his head no. He'd been so caught up in the fact that he was changing, in the moment, that he hadn't really considered what it would mean to the rest of his life, not to mention the adjustments that he would need to make.

"Take your time." Shiver shrugged. "There are some things you don't want to rush into." George had the feeling that Shiver was grinning beneath his mask.

Circuit, who had been quiet for some time came forward. "Perhaps it would prove beneficial to test your new claws as well."

"That'll have to wait." Icarus called out, walking back into the room with a serious expression. "I'm afraid that we have work to do."

Mega's expression suddenly went from friendly to serious while Shiver stood straighter and reached for the bow on his back.

"A group of developed terrorists have attacked Seattle." Icarus stated firmly. "They've already knocked down half of a mall filled with civilians. We'll have the dual task of stopping the terrorists and rescuing the survivors."

"Oh shit!" Mega gasped, suddenly growing a foot taller. "Who are they?"

Icarus frowned even deeper. "I don't recognize them, but I was notified that they call themselves the Deathsquad."

Shiver snorted, "Figures."

George just gulped and stepped back, remembering that these were super freaks. The same kind that blow up buildings themselves and endanger innocent people just so that they can play their games. He'd almost forgotten that since they seemed so nice.

"Let's get going." Icarus announced, then glanced at the Face, "Ready?"

"Wait." Circuit suddenly interrupted, glancing at George and back to Icarus. "It is after sunset and the search for survivors will be difficult with the lack of light."

Icarus frowned thoughtfully, "We'll make do."

However, Circuit didn't leave it at that. "If I might make a suggestion..." After Icarus nodded, she continued, "Mr. Atkin's enhanced nightvision and senses would prove invaluable for locating survivors."

George suddenly felt every pair of eyes on him, making him feel extremely uncomfortable.

"How bout it?" Mega asked. George wasn't sure if she was asking Icarus or himself.

"Live are at stake." Icarus admitted, looking straight at George. "All we're asking is for you to help save people in trouble. You won't have to deal with the terrorists."

George gulped, looking around nervously. Then he glanced down at his hands and his breasts, definite reminders that he wasn't himself anymore. At least not his old self. He was the spitting image of a woman who did that stuff for a living. However, it was the sudden thought of the people trapped in the destroyed mall that hit George the most. How could he possibly say no?

"All right." George agreed quietly.

A minute later, the Face had made a glowing red doorway and they'd all gone through.

It was dark out and raining softly, lit only by the faint light coming from nearby buildings. Sounds of crashing and explosions echoed from a short distance and cries for help were barely audible beneath the half destroyed rubble of what had been a mall such a short time before.

"Shit." George growled, glancing around nervously. He could see flashes of light from behind a building where Faction Zero were fighting the terrorists. Every few seconds he could even catch a glimpse of the fight. "Not now." George reminded himself.

Taking a deep breath, George focused his attention back on the mall and started back in. So far he'd found and pulled out 3 people from the rubble, though he hadn't been completely alone. Several locals and cops were already there helping out as well.

George paused and looked around carefully, almost smiling at the other would be rescuers using flashlights while he could see almost as clearly as if it was day. Suddenly George saw a faint moving.

"There!" George yelled out, pointing to the movement. When the other rescuers didn't move fast enough, he cursed and rushed over to take care of it himself. "Are you all right?" he asked, pulling a chunk of debris out of the way and revealing a man.

A cop immediately reached down and helped the man up, checking to see that he was all right. George just waited long enough to see that he was all right before returning to work finding the others.

He was just glad that only a small part of the mall had collapsed in that much. Mostly though, that section of the mall had collapsed in such a way as to bury part of the area that led to the rest of the mall, leaving that section whole...but with no way out. Not to mention with people trapped within while it might collapse as well.

George frantically dug at the rubble, pausing only to look around and listen carefully. Looking and listening for any sign of people in need of help with senses sharper than any normal human's. He was barely aware of the way the other rescuers were watching him in amazement. How they were waiting for him to point out those who needed rescuing. He just focused his attention on finding the people.

Suddenly George heard an explosion and snapped around, surprised to see Mega and Shiver fighting with three of the terrorists. The Deathsquad. One of them was a man in green and gray armor, flying in the air and shooting blasts of electricity from his hand. Another was a black woman dressed all in dark blue and black with a glowing force field around her. And the last was a guy who had to be 8 feet tall and looked as if he was made out of white marble.

"NO!" George gasped, realizing that if they hit the mall, they could collapse the remaining section and kill the people trapped inside. "KEEP THEM AWAY!"

Mega glanced towards George for a moment then suddenly started growing until she was about 20 feet tall. She grabbed at the marble man and threw him up at the guy shooting lightning, knocking both a good distance away. And with the black woman being distracted, Shiver shot the ground around her with arrows, causing it to frost over and her to lose her balance.

"We're winning." Mega announced, shrinking back to her 'normal' height of 7 feet. She smiled and rushed to George, asking, "How's it going?"

"We've got a couple." George told her frowning, "I think we got all the ones buried in the rubble, but there's still some trapped." He quickly explained the situation.

Mega nodded. "You're right. It might collapse if we're not careful."

Then suddenly there was a ball of glowing golden light that landed a short distance away. George blinked, realizing that it was a man. He was about 25, dressed in black and gold spandex, not to mention glowing with a strange golden light around him. He paused for only a moment before jumping...extremely high and far.

"Who the hell?" George gasped, watching the man jump over 30 feet, then bounce off the side of a building and ricochet further away.

"Him?" Mega gestured with a chuckle. "A local hero called Rebound." Then she looked down at George and chuckled, "He used to call himself Jumping Jack Flash until the Stones threatened to sue him."

George just shook his head, wondering again just what kind of mess he'd gotten himself in. He was caught right next to a super freak fight, no...he corrected himself, right in the middle of it.

"The people in the building." George gasped, suddenly remembering the reason he was there.

"Let me." Mega told him, rushing towards the man collapsed section and starting to grow. She grabbed at the edge and lifted, creating an opening large enough for a person to go inside. "Quickly." she told George, "I can't hold this open for too long."

With out a word, George rushed inside, absently thinking about the fact that it could still collapse at any time, killing him as well. Or Mega could lose it and trap him with the others...until it caved in.

"EVERYONE COME HERE!" George yelled loudly, "Here's the way out."

He looked around quickly, seeing that there were about 2 dozen people clustered in the hall section, not to mention lots of shattered glass on the floor from the storefront windows. Then he gestured and waved for everyone to move to the exit that Mega was holding open.

"Shit." George growled as small piece of ceiling began to fall in. He could hear the very supports of the building beginning to give. "Not good." he spat, "Not good at all."

"It's beginning to give!" Mega screamed out. "And I can't stay this size for much longer."

A minute later, everyone had run towards the opening Mega created and George started to turn in relief. Until he heart a faint sound...almost a wheezing. He quickly glanced towards the opening and then the roof that was cracking and beginning to crumble.

"Shit!" George swore, running towards the sound. The sound that he wasn't even sure meant anything. However, he couldn't take that risk, even if the damn mall was collapsing around him. "What the hell am I doing here?"

Then George found the source of the noise and suddenly froze, his eyes going wide in horror. It was a teenage girl, cowering behind a large trash can, her body covered with blood. Blood and gashes from the shattered windows. She was obviously caught in one of the shattering windows.

George gasped and quickly bent over, wincing as a chunk of ceiling fell to the ground. The sound of metal girders bending filled George's ears, a reminder that he couldn't wait.

"HURRY!" Mega screamed again, this time her voice was straining.

The walls started cracking even worse than before and George cursed as he reached for the girl. Her eyes opened and looked at him, dazed and blurred. She was still alive, but he didn't know for how much longer.

"C'mon," George grimaced, lifting the girl up with a grunt. She didn't feel nearly as heavy as he would have expected, but he didn't dwell on that as he started towards the exit as quickly as his burden would allow. "Hold on Mega..."

George made his way towards Mega, hearing chunks of the ceiling collapsing in behind him. He barely spared a glance back, wincing as he did so. With a thunderous roar, one wall towards the back exploded inward...right to where the girl had been minutes before. But what was worse was the fact that the rest of the place was already collapsing in as well. George was horrified, not sure if he could make it out in time. At least not while carrying the girl, but he refused to just leave her.

"Hurry up..." Mega gasped from a short distance ahead. Her whole body was starting to get smaller, and though George couldn't see her face, he knew that she was straining to maintain her size. "I can't..."

Pushing himself more, George struggled to make it, grunting as he nearly ran towards the exit with the girl slung over his shoulder. But at the same time, the room was collapsing around him and Mega was rapidly losing her size...and the opening.

Finally, when George was close enough, he grunted and jumped as hard as he could, flying out the opening just in time to avoid it crashing down on top of him. Mega fell backwards, not just barely larger than her 'normal' size, but only for a few seconds.

"Oh God." Mega gasped, turning towards George with a look of surprise on her face, "I didn't think you were going to make it." Then her eyes went wider as she got a closer look at the girl George was still holding, "You..."

"I couldn't leave her." George muttered in embarrassment, quickly trying to cover it up with a growl of, "You damn near dropped that thing on my head."

Suddenly a woman was there, looking at the girl. She barely spared George a "Thank you." before exclaiming, "I'm a doctor. I'll take care of her." George didn't argue and left the girl to someone who could take care of her.

Mega put a shoulder on George's shoulder and told him, "Good job." He just grunted in response, feeling too embarrassed at his own actions.

Then George looked at the gathering of people that he'd just helped free, all clustered around with the cops and medics who were checking them out. Several had minor injuries, but none as bad as the girl that he'd found. Most of them looked tired and scared though, not that George could blame them. All the super freaks were just a short distance away and still fighting. He almost felt a faint wave of guilt though at the thought and glanced over to Mega who was starting back towards the fight.

Suddenly George felt something tugging on his arm and looked down only to see a little girl standing there. She couldn't have been any more than 5 of 6, reminding him vaguely of his own daughter.

"Are you a super hero?" the girl asked.

"What?" George blinked, then looked down at himself and blushed, realizing that he was still wearing the black spandex costume that they'd given him for the testing. "Um...no."

The girl just giggled, "You look like a super hero."

George just stood there, not sure what to say. But before he could think of a response, a woman that he assumed was the girl's mother pulled he away with a quick apology. George just shook his head and glanced towards the nearby action before turning his attention back to the rubble. He didn't think that there were anymore people in danger, but he wanted to make sure.

Once George had finished looking for more people, he stood back and watched the fight, feeling rather nervous. On one hand, it was exciting, but on the other it was scary. Who knew what kind of damage they could do? Even by accident. And he certainly didn't want to be caught in whatever it was that they used to blow up the mall.

Then, something suddenly hit the ground in the middle of the gathered people, causing George to snap around in surprise. The people in the ground started running, revealing a moment later the cause. George stared in horror as he saw that it was a large and heavily muscled man with scaly blue skin and dark blue hair. The strange man was wearing black pants and boots, but apparently nothing else. George had seen him fighting Faction Zero just a short while earlier. He was one of the terrorists. However, what horrified George the most was that he had a girl in his hand, the same girl that had come up to George a short while earlier.

"No..." George gasped weakly.

"ANNIE!" the girl's mother cried out in horror, being held back by a cop.

The blue man held the girl tightly and yelled out, "Nobody's taking me to prison and this little brat is going to make sure of that!"

George quickly looked to the other who were fighting and saw that they were occupied. They were fighting the rest of the terrorists, while that monster held the girl hostage. All George could do was stare at the man in horror, looking at the fear in Annie's eyes and thinking about his own daughter.

"Quit squirming you brat." the man growled, lifting Annie off of the ground and slapping her.

"No..." George whispered, clenching his fists so tight that his claws cut unto his palms. Blood dripped into his hands, but he was too furious to feel the stinging pain. "No." he growled, opening his hands up, barely noticing the tingling where his palms had been torn into. "NO!"

Without consciously thinking of what he was doing, George charged straight at the blue skinned man, catching him by surprise. He let out a howl and punched at the man as hard as he could, glad to see the man go flying backwards...away from the girl. However, George was still burning up inside.

"You mother fucker." George growled, jumping at the man again. How dare that monster threaten the girl.

However, this time the man was ready for George and lashed out with his fist, sending George flying through the air. He hit the ground hard, tearing at his arm and leg through the spandex, nearly screaming from the pain.

George staggered to his feet, grabbing at his arm and wincing. However, the pain was already beginning to fade away. He glared at the blue man who was standing there laughing, and moving towards Annie again.

"You ain't getting away from me that easy brat." the blue man commented.

Then, the blue man stared straight at George with a sneer. "Well, I guess I'd better take care of you." And with that, a large section of rubble lifted into the air without anyone touching it. And with a gesture from the blue man, the rubble shot straight at George. "Catch."

George jumped out of the way easily, then avoided several more pieces of rubble that were flying at him without being touched by anyone. The blue man continued to telekinetically throw things at George, though many of them didn't come close. All George could do was dodge the debris and be thankful that Annie and the other people had taken advantage of his distraction to run away.

"Not good." George mumbled to himself, standing warily, ready to move at a moments notice. At the moment, he was extremely thankful for his new powers. His eyes were locked on the blue man who was squinting and looking around. Suddenly George realized something and gasped, "Fuck!"

The blue man threw another rock at George, which he avoided easily, almost smiling to himself. He'd been able to see so clearly that he'd almost forgotten that it was dark out. At least for the blue man while to George it was as bright as day.

Reminding himself to be calm, George slowly made his way towards the blue man, keeping low to the ground and in the darkest shadows so that he'd be harder to spot. Still, he had to avoid rubble that was thrown around randomly by the cursing blue man.

"Where the hell are you?" the blue man demanded, looking around carefully.

George knew that he couldn't avoid the man forever, not when any sudden movement could give him away. When the blue man could spot him at any second if he looked close out. It might be dark out, but it wasn't that dark.

After George had made it over halfway to his target, the blue man suddenly yelled, "There you are!" staring straight at George. Another section of rubble was immediately in the air and flying towards George.

Abandoning the stealth, George turned to speed, charging straight towards the blue man as fast as he could. As he got to his target, George avoided a large fist towards his face and responded in kind. And as he expected, the blue man used his arms to block George's attack.

"Gotcha." George growled, immediately slamming his knee into the blue man's unprotected crotch, causing the much larger man to scream in pain. Without hesitating in the slightest, George kicked the man's now unstable feet out from underneath him and then lunged at the man's face, his claws extended. They sank into the screaming blue man's face and slammed him to the ground. "Now let's see you hurt little girls." George spat, tearing his hand back and leaving the blue man's face covered with blood.

The blue man rolled on the ground, curled up with his hands grasping at his face, screaming, "Oh God, Oh God..." over and over. George just stood back slightly, his hands spread open as if to slash at the man again, though that seemed unnecessary.

Then, George blinked and slowly looked around, realizing for the first time that he was being watched. Some of the people that he'd helped pull from the mall were still watching from a safe distance, but what surprised...and embarrassed him the most was that the members of Faction Zero were all watching as well.

"What the...?" George started, then stopped when he realized that he could see several members of the Deathsquad unconscious on the ground while the police were gathering around another couple who had their hands in the air. The fight was over.

"That was...good." Mega exclaimed in surprise, moving towards George while several cops rushed the still curled up blue man. "Hell, it was almost like having Wildcat back." There as a note of sadness in her voice at the last.

"Wildcat hell." Shiver exclaimed, "She was more like an alley cat. Sneaky and vicious."

George blushed and looked down at his feet in uncomfortable silence. He could barely believe that he'd just done that, but seeing the girl like that had made him so angry...

"Good job." the Face said gently, "I hear that you did a very good job."

Circuit seemed unimpressed but nodded slightly before turning to help the police deal with the terrorists.

Icarus nodded towards George and repeated, "Good job," before smiling faintly and quietly musing, "Alleycat..."

George just blushed at the comments, knowing that he'd only done what he had to do. He couldn't bear seeing the little girl hurt by the monster. Still, it did feel rather nice at the same time, especially when Annie ran up to him and gave his legs a quick hug, exclaiming, "Thank you super lady."

Stretching his body, George groaned then rubbed at his arm and leg where he'd hurt them earlier. However, there were no signs of injury, nor was there even any pain. George smiled faintly at that, as well as the fact that after all that exercise, he still wasn't tired.

Then with a frown, George adjusted the normal clothes that he was once again wearing and glanced at the black spandex thing that was folded over a chair. With a slight shake of his head, he stepped out of the room that Mega had said he could change back in and found himself surrounded by the others.

The Face removed his hat and stood there silently while Mega just smiled. George couldn't make out Shiver's expression beneath his mask and he wasn't even sure if Circuits metal face...or mask, could have expressions.

"You did very well tonight." Icarus said, smiling faintly. "Mega told me about the people you got out of the building...and the girl you risked your life to pull out."

George gulped, "Um...thanks."

"We were hoping that you would consider joining us." Mega blurted out excitedly.

"What?" George gasped in surprise, half sure that she was joking. However, somehow he didn't think that she was.

"You could be a large help." Icarus told George, "I don't know how many lives would have been lost tonight if it wasn't for you." "But..." George exclaimed, "you can't mean ME."

"Of course we do." Circuit stated calmly. "Our effectiveness has been hampered since Wildcat died. Since you possess her abilities, it would be logical to request that you replace her."

Mega glared at Circuit. "That's not what we meant." she quickly told George. "Sure we miss Wildcat, but we don't want you just because of your powers."

"You were efficient tonight." Circuit added with an almost amused tone in her voice. "Even though you lack experience. But that can be corrected."

"I like your style." Shiver commented casually. "Nasty." He seemed to shudder where he stood.

"But I'm no super fre...hero." George protested, quickly glancing around. He gulped, realizing that they weren't at all the monsters that he'd thought all super freaks were. They were just people who happened to have powers. Somewhat nice people too. "I'm just a normal guy....or was. I can't do this stuff."

Shiver shook his head. "Look man..." He paused for a moment before continuing quietly, "I know this has gotta be harsh. Not to mention weird as hell. But you showed a lotta guts out there tonight."

The Face nodded slightly and said in a somber tone, "Anyone who's developed almost always ends up either as a good guy or a bad. It can't be helped. You can't stay on the sidelines. Power demands to be used, though whether for good or ill is up to you."

George just stared at him for a moment in surprise, then quickly looked around at the others. They were definitely serious about wanting him to join them. Could he do that? Could he go against everything that he'd ever believed about super freaks? He wasn't sure, though he already knew that he hadn't been completely right about them. In fact, he was actually beginning to like these guys, especially Mega. Not to mention that she would have given him a boner if he still had the right equipment.

Finally, George slowly shook his head. "Thank you...but no."

"What?" Shiver gasped in surprise.

George took a deep breath and looked into their eyes one at a time, though he had to look up a good deal to look Mega in hers. "I can't deal with that now." George told them quietly. He looked down with a frown then back up, gesturing at his body, feeling embarrassed, "I don't even know who I am anymore. I need to get used to THIS before I can even consider anything else."

They nodded slowly, though Mega looked disappointed. The Face quietly announced, "That is a wise decision then."

"Thanks for helping me though." George told them quietly. He looked around at them slowly, staring at each of them one at a time, "It's definitely been...well strange." Mega smiled at that.

"I hope we see you again." Mega told him, holding her hand out.

George shook Mega's hand, smiling faintly. "Me too." And to his surprise, he actually meant it.

"Likewise." Shiver said, nodding towards George but making no move to offer his hand. But on the other hand, George was embarrassed to feel Shiver mentally undressing him with his eyes.

George glared at Shiver, "Watch it." Shiver just chuckled.

Then, George shook hands with Icarus and even Circuit, finishing up his good-byes before asking the Face, "Can you take me home?"

The Face nodded, "Of course."

A minute later, the Face had done his thing and opened another glowing red doorway. George paused for a moment, looking around at the others again, smiling faintly. He shook his head, wondering what had possibly come over him. That he could actually like super freaks much less get into a super freak fight himself. Then, with a final "Goodbye" George stepped through the door, knowing that he had a LOT to think about.

George stepped into his apartment building and quickly glanced around to see if anyone he knew was looking at him. Then he quickly reminded himself that they wouldn't even recognize the new him so he shouldn't be embarrassed. However, he was, as well as just a tiny bit...proud.

"You all right?" Kelly asked from beside him.

With a nod, George glanced at her and smiled. They'd just spent most of the day together, as they had for the last 3 days since George had met Faction Zero. He knew that he needed someone to teach him about being a woman since he was stuck as one, and Kelly was not only the logical choice, but a very eager one as well.

"I'm just not too comfortable dressed like this." George admitted, glancing down at himself with a wry smile.

George was no longer wearing the loose clothes that he'd inherited from Wildcat. Just that morning he had decided to be a little more daring, telling himself that if he was going to be stuck as a woman he might as well make the best of it. Perhaps even learn to enjoy it a little. So for the moment, he was wearing a pair of tight jeans and a tank top that showed his figure to its best advantage. Even if Kelly did keep telling him that he was too muscular. Still, George rather liked that part himself.

"At least the heels aren't a problem." George muttered, glancing at the short high heeled shoes that he was wearing. He'd even decided to try those on without much prompting on Kelly's part. And fortunately, his increased sense of balance helped him with those just as easily as it did walking across a tightrope. "They do feel a little odd though."

"You'll get used to it." Kelly laughed. "I'm surprised that you're taking this so well."

George shrugged then started up the stairs, "It's not like I have much choice." He chuckled and added, "I can either bitch, whine and complain like I usually do or I can try adapting. And besides..." he winked at Kelly, "I've never been healthier in my life. And let me tell you, not having to worry about that damn bum heart is a BIG plus."

Kelly just shook her head as they continued up, "I guess."

While they continued up the stairs, George started to think about Faction Zero. He hadn't seen any of them since the Face had dropped him off, and he was rather thankful for that. They were giving him the chance to live a normal life, just like he wanted. However, he couldn't resist glancing at himself and wondering how normal it could possibly be. He couldn't even go back to work.

George and Kelly were silent as they went back upstairs, the clicking from George's new heels sounding strange to his ears. But then again, everything still seemed strange to him. From his own reflection to the weight on his chest. Even to the feeling when he pissed. But somehow, he suspected that given enough time, he would get used to it all.

There was one thing that George did still worry about, though he tried not to. He still got turned on looking at Kelly and didn't find men attractive in the least. However, he couldn't help but wondering if that would eventually change as well. Then George forced that thought aside, reminding himself that he'd deal with that if it ever came up.

When George and Kelly reached one of the floors, they passed by a young black woman who couldn't have been more than 22 or so. She started down the way that they had just come from while George and Kelly began the first steps up to the next level.

Then suddenly coming from the same floor that the woman had just left, a young white man who looked around 19 or 20 ran down the stairs, yanking the purse straight out of the black woman's hands. She screamed in surprise while the young punk pushed her away, continuing to run down the stairs, his prize clutched firmly in hand.

"Stop...!" the woman cried out uselessly.

George saw what happened over the stairwell edge and growled furiously. Then, as if thought and action where one, George jumped straight over the edge, falling the distance to the other stairs below. Almost the instant that he impacted, George took one more leap, straight at the fleeing mugger.

"NO!" Kelly cried out.

"Gotcha!" George snarled as he hit the man from behind, throwing him face first down the stairs, snatching the purse at the same time. Then with a fluid move, George called out, "Here!" and tossed the purse up towards the woman before chasing after the mugger, this time a little more slowly.

The mugger got to his feet and turned towards George with a look of shock on his face, "A bitch?"

George just snarled and grabbed the man's shirt, lifting him up with one hand. George grimaced at the weight, but held it easier than he would have previously. "And you're a stupid little punk." Then with that, George threw the man the rest of the way to the next floor down, smiling as the man hit with a loud thud.

The man struggled to his feet and took one more look at George, this time with an expression of horror on his face. Then, he turned and ran away, or at least attempted to as he limped badly.

"Th...thank you." the woman exclaimed, staring at George in surprise.

George just blushed and nodded his head. "Um...no problem."

Without staying around for more thanks, George hurried back up to Kelly who started excitedly going on. "I can't believe it." Kelly gushed. "That was amazing..."

By the time George was back to his apartment, he remembered quite clearly just how annoying that Kelly could be. He was more than tired of hearing her gush about what he'd just done, though didn't quite have the heart to tell her to shut up.

"Later." George told Kelly, quickly dodging into the safety of his apartment with a sigh. "What came over me?" he demanded of himself, wondering why he got such a...rush out of what he'd just done. It felt...good. It felt good not only to help that lady, but to cut loose a little as well.

Shaking his head, George stepped into his living room, freezing as he suddenly saw something sitting on his couch. Some sort of package. For a moment he looked around frantically, already knowing though that no one was there. He would have sensed it if there was.

Cautiously George moved to the package and pulled the top off the box, sniffing hesitantly as he did so. However, there wasn't enough there for him to pick up a smell. His nose wasn't quite that good.

The first thing that George noticed on top was a small pile of papers, the ones on top being a birth certificate and drivers license. George slowly raised them up and glanced over them, smiling faintly as he did so.

"Anne Elizabeth James." he read the name aloud. George had told the Face earlier that he'd chosen a new name. After the girl that had sparked something inside of him that he'd never even known existed. However, the last name was a surprise. He'd expected to still be Atkins at least. "I wonder..." George mused, glancing through a few more papers and seeing that he was now legally the sister of Melissa James. That at least would explain the similarities in appearance between him and Wildcat, or at least her civilian identity. "Weird." George muttered.

A moment later, George pulled the papers aside and found another one on top of some cloth which was on the bottom. It was obviously a letter to him.

"Dear Alleycat," the letter began in an unfamiliar script, "this is just in case." It was sighed, "The Face."

George frowned and quickly pulled the cloth out of the box, gasping as he unfolded it and saw what it was. "Oh shit..."

After George had unfolded the costume and stretched it out on the floor, he stared at it in silent amazement. It was a costume very similar to what he'd seen pictures of Wildcat wearing, but definitely different. For one, there were no straps on the calves for sais. And for another, the main spandex piece was gray instead of tan, giving it a much sleeker and stealthier look. However, there were still red straps for the arms and a sash for the waist, though they were just a little darker than he remembered Wildcat's being.

"Oh shit." George whispered again, slowly reaching down to run his fingers across the material. It was smooth and light, much like the black spandex costume that they'd given him for training.

George just stood there staring at the costume for several minutes, lost in silent thought. He could barely believe that they'd given him that. Not to mention the nickname that was on the letter. Then, he slowly looked around warily, feeling almost guilty as he picked up the costume.

"Why not?" George asked himself, deciding that he HAD to at least try it on.

Several minutes later, George was dressed in the costume, smiling at how well it fit him. At how comfortable it felt. And when he looked into a mirror, he had to admit that it definitely looked good on him. Almost as if it belonged there. A small part of him whispered that it did.

But after admiring himself and posing for several minutes, George whispered, "No."

He stepped away from the mirror, amazed at himself for just how much he'd changed. Not just physically. That he could actually consider putting on a silly costume and fighting super villains. That he actually thought of super freaks as friends. He knew at that moment that he truly did have a change of heart...in more than just the one way.

"Power demands to be used." George quietly repeated the Face's comment. However, after taking a deep breath and looking down at himself, he added, "But not yet."

With that, George started to strip out of the costume, feeling almost disappointed as he did so. But he knew that he wasn't ready for it. What he'd told the Face was correct. He still wasn't sure who he was anymore and needed to get comfortable with that before he could do anything else.

But as George slowly folded the costume back up, he smiled, strongly suspecting that sooner or later, he would be ready. That he'd be back in that costume and ready to give it his all. At the moment though, his priority was just to be himself, whatever that was...the rest would come soon enough.