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Birth of Ultima – Part I

Written by TwiceOnThursdays :: [Monday, 12 May 2014 14:02] Last updated by :: [Wednesday, 21 May 2014 08:48]

AUTHOR’S NOTE: This is my own story posted at my DA site at, even though the username’s are different. Just didn’t want people thinking it was someone else’s work.

Pulling her dark hair back into a ponytail, Emma Daly surveyed the lab. Electronic parts were strewn all over the place, left helter skelter by the other grad students and Professor Stolovitzky. Somehow because she was the only woman in the Advanced Study of Alien Devices Lab, it was her responsibility to clean up after everyone. Giving a weary sigh, she decided to continue working until done. A she slipped her lab coat on, she had to roll up the sleeves to uncover her hands. She always felt like a little kid wearing it. At least she didn’t have to worry about it being unflattering and ruining her figure, since she had no curves to ruin. She was tired of everything being too big, and too heavy, and too large, and being left to do the clean up.

One of the tasks was to take care of the alien device that occupied the center of the room. It’d inadvertently been kicked on when it was uncovered in a Mayan ruin and sucked up all the power in a five-mile radius. Stolovitzky thought it was acceptable to bring the device to the heavily populated Kirby University for study.

Mere mention of magic made Stolovitzky throw a tantrum. “No such thing!”, he’d rant, and continue for at least an hour. He almost threw her out of the program when he found out that she’d been taking classes in magical theory in addition to her normal workload.

The extra work had paid off though, a rudimentary detection spell found magical traces on the artifact, and explained why the field jammers Stolovitzky and the head grad student put up weren’t working. Simply turning on the lights caused the artifact to react and spin. Slightly terrifying when setting it off could cause lots of people to die when power failed at the hospital. Even the backup generators would be drained.

Despite not getting more than 40% containment, Stolovitzky and Talbot had just walked away and told her to finish. “A few tweaks”, Stolovitzky had said in his thick Slavic accent. “Should be easy. Five minutes!”

That had been several hours ago. Even accounting for only using technological shielding he’d not accounted properly for all four dimensions, or for blocking both incoming and outgoing radiation. It really needed a complex equation to describe the enveloping field, and he’d done no work to try to determine what that was. And since she’d detected magic, it would need some simple magical shields, though it probably needed something extensive and properly tuned to the field generators. That feat might be barely within her ability.

Emma circled the strange object, and paused occasionally to squint trying to see the magical flow. It hurt to look at the object, the angles weren’t quite right, and seemed to alter while you looked at them, despite not moving. Impossible angles looped through space in sickening arcs of metal. At the top, pulsed a large red crystal; it tossed an eerie light over the room. Emma muttered to herself as she completed a circuit around the machine.

She circled the device again, and stopped at the field generator stands placed around the device. Occasionally, she pulled the back off a device, and scribbled some runes with a magic marker. Hopefully Stolovitzky wouldn’t see the runes, she didn’t want to sit through the inevitable tirade. She doubted that anyone else would bother. That was actually menial work, and beneath anyone else in lab.

Seeing a device slightly out of alignment, she tugged at it valiantly, until it slowly began to move. Why the 5’ 96 lb. Woman was the one to lug around the equipment Emma never could figure out. Talbot could probably move these things one-handed!

After completing the second circuit, she sank to the ground in a lotus position, and pulled a gold medallion out of her shirt. She closed her eyes, and began to breathe rhythmically. A four count of breathe in, hold, breathe out, and pause. Repeat. After a few minutes she began a short repeating chant, the words were liquid and rolled around the room, but left no echo.

After a few minutes of chanting, she hauled herself off the floor and straightened her lab coat on her narrow figure. She walked over to the lab bench and stared at the meter. “The containment looks better, but it’s still not perfect.” She sat down at the computer, and examined long columns of numbers. Eventually she got up and walked over to the stands. She took off the back, and made some adjustments with a screwdriver. She looked back over to the meter to see the change, and continued on.

She repeated this cycle several times over the next few hours.

Finally, she thought that she had the containment adjusted correctly. She flipped a switch, and set off a bright flash. The meter remained a steady line. A small smile of success appeared on her face, and she plopped wearily into the chair. She rubbed her temples for a bit, and rested her head on her hands for a moment, and quickly slipped into a deep slumber.

The door to the lab burst open, the sound of the door clattering against the wall shocked her out of her slumber. Scrambling to put on her glasses, she blearily looked at the door as a heavily muscled man strode into the room. He was dressed in a skin tight all body blue uniform, with yellow boots and a flowing yellow cape. A Yellow U filled his chest. He is quite tall, about 6’4 and wide enough to fill the doorway. He stopped and glanced around the room, his gaze slid over Emma like she was not there.

Emma shook her head to clear the cobwebs, braced her hands on the table, and levered herself up. “Ultimo! How can I …”

Ultimo strutted right by her, and shoved her to the side, leaving her hopping around as she attempted to keep her balance.

“I’m here to ensure that you lame brains don’t fuck up, and cause a massive problem with this artifact. I don’t even know why they let you people look at these things. I’ve far more experience, and better equipment. At least Stolovitzky was smart enough to call me. Why isn’t he here? He knew I was coming! It’s just rude. Get him over here now!”

Ultimo approached the device, and passed a solid red line around the object, as he passed by the field generators, he pushed them out of his way.

Emma wrung her hands nervously, “Please keep those in place, they’re designed to block signals from getting to the device and to help contain any radiation it lets out!”

Ultimo gave her a withering glance, “I just told you I know more about alien artifacts than you do. Go back and sweep the lab or make some coffee. Be of some use besides sleeping. Besides, I’m Ultimo, nothing can hurt me.”

Emma began to fidget and examined the equipment in the lab. What could minimize the damage here?

“Just shut up and get me some coffee, get Stolovitzky over here. He knew I was coming; he should have been waiting on me. NO ONE keeps Ultimo waiting! I don’t want to have to repeat myself. Not like you’d understand what I’d tell you anyway.”

He continued to poke at the device, as Emma watched him haphazardly undo her last eight hours of work. He removed the last of the shielding, and reached to touch the device.

Emma rushed forward to attempt to stop him. “Stop! You could knock out power to the entire campus!”. As she approached, Ultimo stretched out his hand and blocked her way. “I told you to stop blathering in my ear.” He gave her a slight shove and she flew back and landed in a heap on the floor.

As she picked herself off the floor, Emma winced in pain as she moved her knee. She gasped as she rolled over on her side, and her hip briefly touched the ground.

“This is probably Uktharian tech.” He flipped a switch. “That should reduce the field effect.” He looked at another button, “And this should deactivate it.”

Light flared out of the device, and folded around Ultimo, he was surrounded in a bright glow for a moment; it then grew brighter and leaped off him and sank into Emma.

The red light on the device stuttered and went out.

“What the hell was that? What did you do? You messed with this thing! I told you people to stop messing with stuff you don’t understand!”

Ultimo, looked at the machine, and then back at her. “This is all your fault! Well thankfully nothing is wrong. I’ll just examine the device with my Tachyon vision.”

Emma muttered, “Let’s just expose the dangerous alien artifact that just went off to more energy bursts.”

Ultimo squinted. “It must be shielded. I can’t see anything. He looked over at her, and leered. “Your body is better than I thought it was under that lab coat.” Then a puzzled look comes over his face. “Your clothes are becoming opaque? I can’t see through them either. This damn device must be interfering with the tachyon flow.”

Emma stood up, and gingerly put some weight on her leg. She appeared puzzled as she put her full weight on her leg, and bent her knee a few times. She had been sure that she would be sore for days!

“What the HELL did you think you were doing? You removed ALL the shields and just poked at this thing. You could have knocked out power to all of campus! INCLUDING the hospital!”

Ultimo clenched his fists, and flared his nostrils. “Shut. Up. I don’t take shit from anyone, especially idiotic sluts who sleep their way into lab positions. Certainly Stolovitzky won’t have you in his lab after you messed this up! Not to mention you put all these people in danger.”. He paused mid-tirade to take another look at Emma. “Though, I didn’t notice how pretty you were when I came it! Maybe we can come to an arrangement. I’d hate for something to happen to such a cute little thing like you. I just love how you bitches throw yourselves at me. You’re never the same after a night with Ultimo!” Ultimo’s smile slid across his face, exposing his gleaming white teeth.

Emma slapped him. Unnoticed to either of them, a small glow flared at the point of contact.

Ultimo laughed, and grabbed both her arms and lifted her. “I’m going to like you. You’re spunky.” He walked over to the corner, sat her down, and patted her on the head. “Later. First, get me some coffee, I need to figure out what you messed up and fix it. Then I’ll give you the night of your life.”

Ultimo walked back to the device and began poking at it again. “If it’s putting out Tachyons, I just have to adjust the shielding, and turn off the emitter.” He grabbed the metal, and tried to peel it off, but it stubbornly did not move. He grabbed it with both hands, and grunted. “This thing must be made of Adamantine! I didn’t think the Uloxoors knew how to make that!” With extreme effort, he peeled back the metal, and revealed some more dials and switches. “Ah, this is it!” He flipped a few switches and punched a button. The device let out a screech, and started to smoke. In a matter of moments, it folded in upon itself, slowly getting smaller until with a light pop, it disappeared and left only the red crystal behind.

Ultimo stood with his mouth agape, and stared at the empty space where the device had stood.

“I really think you ought to stop messing with that. You obviously don’t know what you’re doing!” Emma wondered why she was sassing the most powerful man on the planet. He was a well-known jerk, and obviously had little respect for women (even including Amazon). She barely gave a peep when told she was going to clean up after the rest of the people in the lab, but she’s giving Ultimo a hard time? Despite sitting on the floor in pain a few moments ago, she felt really good. She couldn’t remember a time when she felt better.

Her voice woke Ultimo out of his daze. “I thought you learned to keep your mouth shut.” He reached down to picked up the red crystal. As he grabbed it, there’s a searing sound, and he dropped the crystal. As the crystal hit the ground, it shattered, and the pieces melted away. He let out a horrible wail. “HOLY FUCK THAT HURTS! MAKE THIS STOP!”

Emma walked over and looked Ultimo’s hand. She laughed. “It’s just a minor burn. Don’t be such a baby!”

“It Hurts Bitch!”, he grasped one hand around her throat and lifted her a few feet off the ground. “YOU WILL STOP LAUGHING AT ME!”. She tried to struggle, but it’s as if she held up by an iron beam, her movements have no effect. She continued to struggle, attempting to gain purchase and get free, so she could breathe properly. After a few moments, Ultimo’s arm wobbled. His brow creased, “How’d you get so heavy?” Despite struggling to hold her up, and getting red faced with effort, she slowly dropped until her feet are on the floor.

“Hah! You can’t even lift me up anymore! I think you messed with that machine and it took your powers away!”

Ultimo let out a roar and rushed her. He pushed her against the wall, drawing a heavy grunt from Emma. He grabbed her arms over her biceps, and squeezed them painfully. He picked her up two-handed. “Bitch, I can still shut you up!”

Ultimo screamed at her, and then stopped and looked confused. His fingers no longer gripped into her arm, and began to get pushed apart by her biceps. His confusion is quickly replaced by panic as he struggled to hold her up. Each second his struggle increased. Emma held still. He had been painfully digging into her arms, but the pain went away. The more he struggled, the wider Emma’s smile got.

She looked down and drank in his confusion, and laughed. “And it’s STILL happening! You keep getting weaker! I wonder how weak you’ll get! I’m not even 100 lbs.!”

Slowly, she lowered to the ground. Ultimo dropped her the last few inches, and she landed lightly. “Aw! Poor widdle Ultimo can’t even pick on a little girl anymore!” She let out a loud mocking laugh. She never laughed at anyone like that before! She’d always been too small and too afraid.

As she laughed, Ultimo deflated. His arms were not a big as before, and his costume hung loosely. “I think you’re getting a bit puny in the arms there!” She poked at his arm, and it actually made a dent. “And a little soft!”

“I can STILL teach you a lesson! These arms are still larger than any normal man’s. He flexed his right biceps, and pointed to it. “That’s still a big arm. And everyone respects Ultimo!” But as he held the flex, his biceps dwindled and lost definition.

As she watched, he continued to lose size until he finally stopped shrinking. Instead of 6’4, he’s now 5’7. His arms were slight, with no definition.

Emma couldn’t stop from gloating. “Oh, now you’ve done it. It took your powers away, and you BROKE IT. Now we can’t reverse it! You’re such a fucking idiot you LOST your powers!”

It certainly had been an impressive arm, but now it looked less than ordinary. She reached out with her hand and gave it a light squeeze. Ultimo yelped in pain. He struggled for a moment, and finally wrested his arm free.

“Bitch! What are you doing?”

“I was just giving it a little squeeze. I guess I’m too much woman for you …” Emma smiled, and laughed heartily. “You’re such a wimp now!” She bent over from laughter. She doubted that she’d ever been able to hurt someone. Even as kid she was always smaller than all the other kids, and it had been too easy for them to pick on her. And now, the mighty Ultimo feared her Kung Fu grip!

Ultimo’s eyes bugged out, he drew his hand back, and let a mighty punch fly. Too busy laughing, Emma didn’t see it until it’s almost connected. She closed her eyes and winced, waiting for the impact. After a light thud, she slowly opened her eyes, and looked bemused. She hadn’t even felt that!

Ultimo cradled his hand, grimaced in pain, and let out a low moan. Emma cocked her head to the side, and touched her face. It really hadn’t hurt at all.

She felt like she was floating. Like she’d just dropped a heavy backpack.

She looked down, and was shocked as the floor got farther away. She watched her legs lengthen, and her muscles grow. At first her thighs merely filled her slacks, but the growth continued, stretching them taut. Finally her pants gave under the strain, and ripped open. Almost involuntarily, she arched her feet, and her shoes tore down the sides, leaving her toes exposed. Her calves flexed, and firm shapely muscle burst out of her leg.

At the same time, she felt movement behind her, and her questing fingers were greeted by her expanding rear. Instead of narrow almost non-existent hips, she felt her hips grow and her ass start to harden and expand.

More sounds of ripping fabric drew her attention to her arms. Her shoulders ripped out of her lab coat as they widened and added muscle. Her sleeves began to look like they were shrink-wrapped. Curling her hands into fists, she flexed her arms. Her arms used to be narrow and pudgy, and nothing would happen when she flexed. This time her flex ripped her sleeves open. Firm shapely biceps rose from the destruction. Her forearms were packed with muscle, and ripped out the top part of her sleeves.

Despite her fascination with her arms, the pleasure coming from her chest drew her to look down. Her breasts inflated, drawing her hands to them like magnets. Sitting atop her expanding chest muscles, they ripped through her shirt and spilled out to over-flow her hands. Each twitch of her fingers sent waves of pleasure through her body.

Her clothes were in tatters, barely hanging on her body. The buttons have popped off her slacks, but they mostly still fit around her narrow waist. Her hips had expanded; giving her shapely curves instead of the straight lines she’d had before. Her pants were pieces of fabric flopping off her waistband, and they ended at her calves. Her shirt and jacket were mere strips, which barely covered her, and left her stomach fully exposed.

The rising sense of pleasure hit a crescendo, and her brain exploded. New colors appeared. She remembered the serial number of a toy she got when she was five. All the vocabulary from her high school French class swam through her head, easily cross-referenced, and she realized that her teacher had constantly made a basic mistake. She remembered every word of a paper she’d merely scanned researching her thesis. With a thought, everything she had ever read flipped through her head.

She heard some co-eds in the library next door having sex. And then her ex-boyfriend talking on the phone! “Sometimes I miss getting Emma to do my math home work …” And then she could hear the TV in the lab on the floor below, an interview with Emma Stone talking about the Spice Girls.

She blinked and realized that the extra colors were various wavelengths of light. She saw magnetic fields pulse around the equipment! A faint smear was in the air where the artifact had stood. And as she watched, it slowly faded.

As she came back to herself, her abdominal muscles hardened into a shapely six-pack. Each breath brought them into sharp contrast.

She had grown from 5’ to 5’9, gained incredible curves, and her body was packed with shapely muscle. She was a bit more muscular than a fitness contestant. Her muscles were defined, but still smooth. A large vein ran down her arms, but the rest of her arms were smooth, hard muscle.

As the waves of pleasure ebbed, she blinked. Her eyes started to focus. Ultimo stared at her chest, mesmerized by the movement caused by each breath.

Emma blinked again, and turned her head to the side, and started idly humming. She stuck her tongue out a bit, and is lost in thought. It was amazing how her mind focused. It was so clear. She ran over the entire incident, thinking of all the ramifications. And all the things she could now see. She started to think about all the reports she ever read about Ultimo, all the uses of his powers, every report she had ever read. Then she noticed the clock was not moving, and Ultimo was standing motionless with his mouth agape. She blinked, and willed things to speed back up. The clock began to tick again.

“Oh, even BETTER. You didn’t LOOSE your powers! I know right where they are. In ME!” A huge grin split her face. She picked up a large device from a lab table. She held it overhead one-handed. “I couldn’t even slide this thing on the table before. Now it’s like lifting air.” She moved it back down to two hands, and casually crushed it. “Golly! It’s easier than crumpling up paper!” She crushed the large device into a small ball, which glowed cherry red. She shook it for a moment, and it cooled down to room temperature.

She held the ball out to a stunned Ultimo. He automatically took it. As she let go, he attempted to hold it up, but the weight dropped to the floor, and pulled him down with it.

“That was so LIGHT, and you can’t even hold it up!”

“I can see EVERYTHING. I hope that you weren’t counting on being larger than average anymore, you’re kinda small down there now.” She looked around for a second. “Yup. I just cataloged penis sizes in the building, and averaged them. And you are WELL below average now. My how men lie about such things. Fragile Egos I guess.”

Her feet rose off the ground, as she floated into the air. She began to lap the room, picking up speed each lap. As she zoomed around, she noticed Ultimo’s eyes constantly tracking her breasts.

“You are such a pig!”

She landed next to him. Paused. Then reached out and touched his uniform, which slid off him, and onto her.

“What you doing! My Suit can’t do that! Give it back! It’s mine!”

Emma ripped off the remaining tatters of her clothes, revealing a two-piece blue outfit. She wore tight gym shorts and a mid-riff baring halter-top with a yellow U over her left breast. She is wearing yellow flats with a ribbon that twisted up around her ankles and her shapely calves.

She glanced over in the mirror, and was transfixed for a second at the transformation. Her body was truly magnificent now. Her breasts were large and showed generous cleavage. Her abs were sleek and shapely. Not an extra ounce on them anywhere. She had to turn around, and lift herself slightly on one leg to admire her shapely calves and legs. And she had a butt! And it was amazing. The shorts really showed it off well. She had never worn anything like this before, but then she never had a body like this before either!

Ultimo stood naked, and attempted to cover himself. His hands accomplished this task with ease. As Emma looked back over at Ultimo, she noticed him just staring at her, his eyes roamed all over her body.

Ultimo jumped, as he suddenly held some clothes. “The lab techs keep spare clothes around. These should fit.” He stared at the clothes for a moment, and then put them on. The shirt was a bit large for him, and he had to tighten the belt to keep the pants up.

While he was putting his clothes, Emma picked up one of the Field Jammers with one hand. “I had to push with everything I had just to move this earlier!” She shifted to a two-hand grip, and slowly bent it, and then tied it into a ribbon. Gripping the end with two fingers, she bent it some more. “It’s like this thing is made out of playdough now!”

“My suit was just cloth, it doesn’t flow like that!”

“Yes, it does. You’ve just never stopped to think about it. Why did you never stop and think? You have …”, Emma grinned wildly, “… HAD super speed. And an Eidetic memory. I stopped for a fraction of a second and reviewed all the reports I’ve seen. It was obvious that your outfit was some nano material that would respond to commands. And that your powers had to contain a tactile telekinesis component that would allow you to manipulate it. No normal material could withstand the forces that it’s been subjected to. You never noticed that it healed all damage? Or just never cared how it worked?”

Ultimo stared at her blankly. “What the hell are you talking abou …”

“You really just flew around and punched stuff all the time didn’t you? You didn’t even notice that you thought that two different alien races made the device? (I guess your memory had started to fade by then.) And that symbols didn’t match any record of their writing systems? My memory really is wonderful now. I flipped through a database of alien writing once two years ago, spending only a fraction of a second on each page. I remember every detail about all those pages. A moment of thought and I knew you had misdiagnosed the artifact.”

“Besides, despite Stolovitzky hating Magic, I’ve taken some classes in Magical Studies. Rudimentary detection spells say that the device was made by a culture like the Atlanteans who mix science and magic. Neither the Uktharians or the Uloxors use magic at all.”

“Hold that thought.” A gust of wind rustled the blinds and all the papers in the room, as Emma disappeared.

A few minutes ticked by, as Ultimo stood stunned. Finally he scratched his head, and said, “What am I going to do now?”

There’s a slight movement of air, and Ultimo jumps as Emma reappeared. “Learn to live as a normal human.” She looked bemused for a moment. “And you never did learn how to move at super speed and not make a huge mess with the wind. I’ve only been doing it for a few minutes and I’m already better at it than you were.”

“What are you talking about? I couldn’t move full speed inside building because I don’t have Blur’s ability to control friction and vibrate through things! Why don’t we work on getting my powers back instead of you making things up!” He takes a deep breath, obviously going to continue, when Emma lightly tapped him on the head, emphasizing her slight height advantage. For a moment he goggled up at her, finally realizing how short he’d become.

Emma smirked at his stunned silence. “Just because YOU never figured it out, doesn’t mean it can’t be done. And I just researched that device. It doesn’t match anything on file in the Kirby University Library. I read my way through the alien sciences section, the magical section, including the restricted volumes, and didn’t find anything that matched. Its aura was similar to some Atlantean devices for powering engines for dimensional travel. It might transmute or regulate energy flows.”

“The crystal is gone, I can’t detect anything of it in the floor. There is no known way to reverse these effects. So, You get to be a normal person, Mr. Kent Raymond, and have to stop being Ultimo.”

“Look you stupid Bitch! Give me my powers … erk”

Emma put a finger under Kent’s chin, and slowly lifted him up, leaving his feet dangling in the air.

“If you are not going to be civil, please don’t speak. It would be wise to not call the woman who could throw you into the Sun a bitch. I don’t like that. Most women don’t.”

“Now, since you obviously can’t be Ultimo anymore, I’ll have to take your place. It’s not like it’ll be hard to duplicate your fighting style. Still, ‘Ultimo’ sounds a bit silly for me. How about ‘Ultima’?”

“And you will learn to be nicer to people. Especially women.” Emma slowly lowered him to the ground. “Unlike you, I’m going to attempt to learn how to use my powers. But I’m also going to enjoy myself!” She raised her right arm and flexed. Her biceps rose from her arm, and as she continued to flex, it grew slightly larger. She can’t contain herself, and reached over to squeeze it with her left hand. “I wasn’t sure that anything would seem hard anymore but my muscles are magnificent! They’re so much harder than everything else!”

“Feel this thing! I bet you’ve never felt anything like them!”

Kent stared at her. “Of course I have! I used to have those powers! I don’t want to feel your damn arm! I want you to give me my powers back!”

“Feel it.” Kent set his mouth and folded his arms. “Feel it. You know you can’t resist.” She extended her arm, and brought it up for another flex. “I think it’s time you accepted the new order. Put your hand on my biceps. NOW.” She lowered her hand again.

Seemingly of its own volition, Kent’s hand reached out and squeezed her arm. Her skin was smooth and soft, but the muscle underneath was iron. Or rather something far harder than mere iron.

She flexed, and he felt her muscle harden, as it enlarged and forced his hand apart. He can’t help it, he’s transfixed by her growing arm. Both hands vainly attempted to squeeze her arm. Nothing had ever felt like that! Not even his muscles had felt like that!

Much to Kent’s chagrin, he felt himself get rock hard. This bitch’s muscle wasn’t turning him on! It couldn’t be!

Emma couldn’t help but smile at his reaction. “See, you haven’t felt anything like them ever before! I’m glad you like them on me. She leaned over, her breasts bumped into his arm, a soft firm pressure. Her warm breath filled his ear, and rolled down his neck, as she whispered, “And it’s ALL you’ll ever going to feel. But you won’t ever stop dreaming about me.”

She stepped back, hands on her hips. “Take a good look, Kent. Your powers are better off where they are now.”

A slight humming sound echoed through the room. Three red dots appeared, a field rotated around them, and flipped into the shape of men. The glow faded, three men stood in the space. One is slight; he wore a shiny smooth green suit, like an Olympic bobsledder uniform. The second man was clad in a fedora, a cape, and a medallion with a stylized eye on it. The last man towered over the others. Far bigger than Ultimo had been, easily 6’8” with massive arms and a huge bushy black beard. They were Blur, Occultus, and Hercules.

Occultus stepped forward, his arm outstretched dramatically. “What have you done to Ultimo?”

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