Serena's Lucky Day Part 5

Written by yohashuan :: [Friday, 16 October 2009 01:00] Last updated by :: [Monday, 01 April 2013 22:44]

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Serena's Lucky Day
A regular girl discovers the secret of the
world's mightiest superheroine

By Yohashuan

PART V

:: DAY II continued ::

Serena was growing more and more accustomed to her new found superpowers, and was able to make it all the way from Venice Beach to her apartment in San Francisco in just about five minutes. Putting her clothes back on as she hovered above the cloud line, she scanned her building for any signs of Jennifer Benson (aka Hyperwoman). Nothing. Serena wasn't sure how to handle the situation. Would Jennifer be pissed off that someone else stole her formula? "I sure as hell would be," she reasoned. And as amazed and confident with her new powers as she was... the thought of an actual confrontation with the real Hyperwoman was enough to send chills up Serena's spine.

She finished pulling on her tight red V-neck tee then quickly slipped into her white Capri pants as her weightless body drifted in mid-air. She closed her eyes and ran her fingers across the fabric that stretched between her slightly oversized breasts. It was still impossible to believe that this killer big boobed, super athletic body was really hers. Spreading her arms out to her sides like a bird, Serena clenched her ass cheeks and did a quick standing loop before dropping into free-fall.

Allowing gravity to take hold of her now upside-down body, Serena felt her weight returning - savoring the sensation of her breasts and ass slowly lifting towards the ground. She twisted her body and directed herself into a controlled descent until eventually coming to a graceful stop just outside her back window. A quick flip of the latching mechanism and she was back inside.

The first thing she noticed was the clock - 12:15. Then her answering machine - There were messages. Lifting slowly up on her toes, then simply rising from the floor altogether, Serena floated over to the phone and dialed in her code. The first message was from some bill collector, the next was from Mia.

"Hey gurl, it's me. I got some news. Gimme a call."

She laughed and hovered a bit higher, tucking her legs and hugging her knees to her chest. No doubt Mia was calling to blab about the cute guy that had spent the night. "Hahaha. I've got some news for you too, gurl," Serena chuckled to herself as she straightened out, glancing down at her heaving chest. "Big news."

Serena tilted back in the air and stretched her legs, pointing her toes at the wall to make her calves bunch. Two hard balls of solid muscle rose like loaves of bread just above her Achilles tendons. She turned to face the mirror, still completely in awe of her new self. Lifting her arms above her head, she twisted into a quick pirouette, flipping gracefully backwards to land standing on the ground with her chest puffed out and her hands on her hips. Her eyes traveled down her neck to the collar of her shirt, and finally to the middle of each breast where her nipples proudly tented and stretched the thin cotton fabric. The baby tee continued down, ending just about a half foot below her breasts - leaving her tiny sculpted midriff and bellybutton bared to the world. She'd always wished for the kind of hourglass figure that would cause her shirts to dangle from her chest like that. Taking a deep breath, she watched as the cloth constricted around her torso, the bottom hem rising even higher up and away from her slender waist. She cocked her hips to the side and lifted her chin. "Amazing."

Serena looked back at the phone. If there was anyone in the world that she could talk to about her new powers, it was Mia. But should she actually tell her about the formula? Maybe she should share the formula with her? Serena looked back at the mirror, posing for herself and admiring her superhuman figure. No, she'd keep the source of her powers her secret... at least for now. Maybe she'd try to figure out some kind of "lite" version of the formula to share. Serena ran her hands down her hips, smoothing out the wrinkles in her skin-tight white cotton pants. She didn't like keeping secrets - especially from Mia - but this was no ordinary secret.

"I wonder if she's even still home," Serena said aloud as she reached over and lifted the receiver. "Oh wait..." She smiled and turned to face the South wall of her living room. Concentrating for a moment, Serena watched as the brick and mortar melted from view, her vision telescoping all the way across town... and all of sudden there was Mia - standing at her kitchen counter preparing a late breakfast. Serena laughed. This was so cool. Dialing her friend's number, she brought the phone to her ear and watched from miles away as Mia put down her utensils and spun around to pick up the phone on her counter.

"Hello?"

"Hey Mia, how's it going?"

"Wh... Serena? Wow, you sound different. You got allergies or something?"

Serena hadn't even considered that her voice must have changed as much as the rest of her. She cleared her throat and consciously brought her voice back to 'normal,' trying to play it calm. "Yeah... 'or something.' So I got your message. What's the news?"

"Oh my god! Serena, you know that cute guy that always comes into the store when I'm working?"

"Of course.
You only talk about him every day!"

"Ya. Well his name is Marcus, and anyway he came into the store again yesterday right as I was getting off my shift and he totally asked me out for drinks! We went to that new bar that opened up across from Club Six - I forget the name - and anyway he's 27, from London, and he DJs and makes music. He also works as some kind of research assistant or something. Anyway, he's like a TOTAL gentleman - opening doors, buying drinks... the works. And that accent! Oooooh!"

"Wow, that's awesome!" Serena tried to sound interested and excited. Truthfully though, she was getting impatient. She used to live vicariously through Mia's boy stories, but Serena actually had something much more important to talk about this time.

"Hey Mi-Mi, I don't really have a lot of time right now. You're not working today, are you?"

"Nope, why?"

"I wanted to get together. I got something to show you. You busy?"

"Right now?
Not really."

"Cool. I'll be over in like fifteen, okay?"

"Sure okay.
See ya in a few."

"Alright, See ya. Oh... and by the way, you might want to turn around... your breakfast is burning."

"Huh?"

"Bubye!"

Serena hung up the phone laughing and watched from across town as Mia paused, turned around, and started frantically scrambling to unplug her toaster. Fishing the charred mess out with a plastic fork, Mia scratched her head. How did Serena know? Weird.

...

Giggling, Serena twirled around and hovered into the kitchen, opening her pantry to check on the batch of super-serum. Still there. It had been over four hours now since she drank that tiny dose and she didn't feel any less powerful. She turned and flexed her bicep, watching as a baseball sized rock of solid muscle emerged. Shaking her head in amazement, she released her fist and allowed her arm to slim back down to its original lithe and graceful shape. Yup, her mind and body still felt incredible and all her super powers remained intact. How long did this stuff last?

Serena turned her head to the ceiling, peering through the floors up to Jennifer Benson's loft. The place looked exactly the same as it did this morning. With a rush of adrenaline, she remembered her mental abilities and quickly scanned through the entire apartment. She looked through Jennifer's drawers and closets in an attempt to find any clues about the formula. Nothing. In fact, there was absolutely nothing there that would give away anything about her secret identity. No hidden costume in the closet. No news clippings, super-computers, or any sorts of crime-fighting equipment. Nothing. Looked like your normal, average apartment.

She scanned the apartment again, now noting the absence of almost anything with a name on it. Where were Jennifer's bills? Why couldn't Serena find a single handwritten note? There had to be some explanation for it. Maybe Jennifer kept her personal stuff and the super-juice at another location. The apartment looked "lived-in," but maybe the whole Jennifer Benson identity was just some elaborate set-up. "There's obviously a lot more going here than meets the eye."

Serena shook her head again and turned to face herself in the mirror. "God damn you look incredible," she thought. She then turned to look into her kitchen pantry at her secret formula. "But just what the hell is this stuff? What did I get myself into?"

Turning back to her reflection, Serena's eyes followed the lines of her perfect figure. This formula... it was like something out of her wildest dreams - but there were so many unanswered questions. How did it work? Such a simple combination of chemicals shouldn't give someone superpowers. Heck, nothing should give someone superpowers! And when would the stuff start wearing off? She didn't feel any weaker or less super. If anything, she felt even stronger than in the beginning. And she was slowly getting the feeling that these powers were just becoming more and more a part of her as time went on.

Serena faced herself and stood up straight, folding her arms across her chest to push her impressive breasts into one another. It was just amazing the way her tight little body responded to movement - tightening and relaxing the supercharged muscles as she moved from pose to pose. She was starting to get accustomed to the new Serena, realizing that there was really no way for her to turn back the clock. Her fate had been dramatically and permanently changed and she needed to move forward from here.

She needed answers. She needed information about the formula, her powers, and their limitations. And there was only one person that could help her. Hyperwoman. Serena realized that she needed to not only admit to Jennifer that she had taken her formula, but that she needed answers that only she could provide. She prayed that Hyperwoman would be understanding, not confrontational. Unfortunately, there was just no way to predict.

...

For now, though, Serena had a date with her best friend. It was time to show off. As she went to her closet, she thought about just how she'd reveal herself. Mia probably wouldn't even recognize her if she floated into her living room looking the way she did now. Nah, Serena decided that she was going to have a little fun with this.

She zipped over to her closet, pulling out a tight white tank top, a pair of jeans and her favorite green long sleeve t-shirt. The outer clothes would be baggy and ill-fitting on her new body, but that was okay... she had a plan. Walking over to her backpack, she pulled out her blue bikini bottoms then laid all the clothes out on her bed. She laughed out loud - this was going to be so much fun!

The plan was to shoot over to Mia's house dressed normally then transform back into "regular Serena" while still outside. She'd ring the bell and enter the apartment like nothing was different, letting Mia blab away about her love life for a few minutes. During the conversation she'd slowly begin transforming bit by bit until Mia noticed. "I can't wait to see her reaction," she laughed. She'd go really slowly until Mia said something, and then she'd kick it in really fast... going full-on super right before her eyes.

Serena couldn't wait to see what Mia did when she revealed her amazing physical beauty. She really couldn't wait to see what Mia did when she showed her all her superpowers! But then she wondered what kinds of questions Mia would ask and whether or not she was ready to answer them. She didn't want to share the formula just yet, so she figured she'd take the easy way out... just tell Mia that she only had enough of it for one dose - that she'd try to figure out how to make more but that she just didn't know how to do that yet. Serena looked to the batch of serum in her pantry, then at herself again in the mirror. Maybe one day she'd share - just not today. Not yet.

...

In a flash of super speed, Serena removed her new clothes, folded them neatly in the bag, then put on her blue bikini bottoms, the tight white tank top, and then the old shirt and pants layered over top. Though still superhumanly beautiful, her reflection was almost clown-like - she was practically swimming in her clothes. She lifted her hands to pull her hair back, cocking her hips and puckering her lips at her reflection. "This is it," she thought as she braced herself for her physical transformation.

With a determined stare, she started to concentrate on reshaping her body. Almost immediately, her arms, legs, and stomach started to bulge. Her hair lost its luster, shrinking in length until it hung about an inch above her shoulders. Likewise, her breasts and ass began to lose their superhuman shape - making the transition back to their original state. She watched, feeling oddly detached from herself, as her face and skin began to revert back to 'normal'. Feature by feature, bit by bit, Serena continued her metamorphosis until a few moments later; she was staring at the same old reflection in the mirror that she had grown up with. Her lips curled into a disapproving frown.

But the strange buzzing sensation was still present in her blood. In fact, it seemed to be even more noticeable now that her body had reverted back to its original state. Though she outwardly resembled the same Serena Agbayani that her friends and family knew, on the inside she still felt like a brand new woman. The powers weren't 'turned on' at the moment, but she could feel them bubbling just beneath the surface.

As if to test herself, Serena knelt down next to her bed, rolled up her sleeve, and grasped the frame in her left hand. At first, she was unable to lift the mattress - but almost instantaneously, she felt the buzzing in her arm growing more intense. And as the buzzing grew so did her strength, until just a moment later, she was holding her bed effortlessly over her head. A quick check of her reflection confirmed that she still looked like regular Serena (though she saw that her flexed arm did display a bit more definition than it used to). Now smiling, she bent over and placed the furniture back down on the floor.

Running another quick test, Serena tried to access her flight powers. She spread her arms out to her sides and stood up on her tiptoes. Soon, the feverish burning started to spread from deep within her chest into her outer extremities. At first excited to feel gravity releasing its hold on her body, her excitement quickly turned to disappointment as she saw her reflection transforming back into her super-self. Releasing her clenched muscles to remain in her 'mortal' form, she stood back down on the floor. She was starting to figure out that she could access her superhuman abilities no matter what she looked like - but that a really vigorous use of her powers could trigger an unwanted transformation. Maybe with a little practice, she could learn to use all her powers while still posing as a 'regular girl.' Maybe not. Either way, she realized, this problem would definitely require her continued attention.

Double checking to be sure she still had her wallet and keys, Serena zipped up her bag and slung it over her shoulder. She stepped into her hi-tops then reached over and put on her pair of glasses, sliding them into place on the bridge of her nose. Her eyes immediately adjusted themselves to clear the blurriness. Though it would have been easy to charge up and fly over to Mia's place in no time, she wanted to test the limits of her abilities while still in 'normal' mode. So she looked herself over in the mirror one last time to confirm her plainness, and then walked out the door.

...

The street was packed with people - many of them on lunch break - as Serena skipped down the steps of her building. Her super senses were not activated, but she could still feel them smoldering just beneath the surface. With a quick squint of concentration, she counted the 138 people walking down her block. She counted the cracks in the sidewalk and the number of bricks on the building across the street. Though she now looked no different from anyone else on the street, it still inspired such a feeling of confidence to make her brain race like that.

Continuing her mental gymnastics as she made her way down the block, Serena noticed that she was no longer able to 'tune in' to the emotions of random folks as she passed them by. No doubt this was another byproduct of her decision to revert back to 'normal.' Nevertheless, she was confident that ability would return as soon as she activated herself.

It took a few minutes (minutes that seemed like hours) for Serena to finally turn the corner onto an almost deserted residential stretch of 15th Street. Finally free from the crowd, she would now be able to use her super speed to get to Mia's house. Quickly checking behind her to insure that the coast was clear, she crouched down and filled only her calves, thighs, and ass with super-energy. Though still in sweatpants, she could feel the hard, powerful muscles rising up beneath the taut skin of her legs. "God damn that feels great," she muttered - running her hand over her thick, steel-hardened thigh.

Lifting up onto the balls of her feet, Serena prepped herself for a super-speed run. She drew her arms behind her and bent her knees, only to be interrupted by the sound of someone's front door closing a little ways behind her. Turning back, Serena watched as two little boys - they couldn't have been any older than 11 or 12 - and an even younger little girl burst onto the sidewalk. The boys were running and laughing with one another as the girl struggled to catch up.

One of them called out to the little girl from mid-run. "Hey Amy, last one to the mailbox has to clean the room! Come on, loser! Why are you so slow?"

The little girl just shook her head. "Shut up, Randy. You guys are only faster 'cause you're older."

"No - it's ‘cause you're a giiiiiiiiiiiiiiiirl!" The two boys burst into hysterical laughter, slapping each other five. They then started running as fast as they could, tearing right by Serena as she watched the scene unfold. The little girl, already panting from exhaustion, finally slumped down on her haunches a few yards away.

"Stupid jerks," she muttered to herself as she wiped the sweat from her brow. Serena turned back to see the two boys now jogging backwards, laughing and pointing at their little sister.

Serena smiled and turned to the girl, her legs still throbbing with superpower. "What's the matter sweetheart?"

The girl turned her head to face the average-looking Asian girl. "Those stupid boys think they're better at everything just because they're boys. I'm always getting to get stuck doing the chores. It's not fair!"

As if on cue, her older brothers let out a chorus of "nyaa-nyaa-nyaa-nyaa" from half a block away. One of them was moonwalking his way to the corner; the other was crawling on all fours. Serena just smiled.

"You know, they haven't made it to the mailbox yet," she told the little girl as she reached down and extended her hand. The girl looked up quizzically then put her hand in Serena's.

Lifting the girl from the stoop and cradling her in her arms, Serena turned back to give the two boys a determined stare. "Hang on tight, honey," she said as she crouched down with tensed legs.

The boys stopped and scratched their heads, wondering what their sister was doing with that lady. They watched as she lifted her into her arms and turned to face them. Something didn't seem right. The bigger of the two turned around and started pacing slowly to the mailbox. The other one just continued staring.

Serena focused inward, regathering the energy in her legs for just a moment before springing into a superpowered sprint. Suddenly she was just a blur, carrying the little girl as she blasted down the sidewalk. Before the boys even understood what was going on, a familiar voice called out from behind them. It was Amy, their little sister. And she was - already sitting on top of the mailbox? How the heck did that happen? And where did that lady go?

The girl was giggling enthusiastically. "First!" she called out to them. The boys just scratched their heads. For once, one of them would have to clean the room and she'd get to watch cartoons. "Thanks lady!" she yelled out - but Serena was already long out of earshot.

...

With a smug smile, Serena darted through the city streets. Her legs pumped and churned like engine pistons, carrying her petite little body at speeds almost too fast to see. Just a few twists and turns later she was standing outside Mia's flat in the Richmond District. The thick fog made the air noticeably cooler, but even in her unpowered form, Serena found she was relatively unaffected by the chill.

As soon as she came to a stop she felt her legs sort of deflate, the supercharged muscles once again reverting back to their normal size. Her jeans adjusted their fit - loosening their grip on her thighs and tightening around her waist. Fixing her hair and glasses as she checked her reflection in the window, Serena became confident that Mia wouldn't be able to tell anything was different. She peered up through the wall to make sure her friend wasn't in the bathroom or anything, and then rang the buzzer.

Mia's voice crackled through the intercom. "Hello?"

"Hey, it's me. I'm downstairs."

"Jesus that was fast!"

The door buzzed and Serena entered the building, skipping lightly up the three flights of stairs before pushing through the half opened door. Mia called out from the kitchen. "In here!"

Serena entered into the apartment, gingerly stepping over the piles of clothes and art supplies that littered her best friend's living room. Mia's place was furnished sparingly - aside from the kitchen table and living room couch, there was almost no furniture outside of her bedroom. Finished paintings and half covered canvases littered the entire place. Serena shook her head and rolled her eyes at the mess, clearing a path with her feet into the kitchen.

"What up Mi-Mi!"

"What up Cee-Cee!"

Mia was dressed in her painting clothes - splattered corduroy overalls with a long-sleeve thermal underneath. Her shoulder-length black hair bounced around her head as she ran across the kitchen to hug her friend hello. As upbeat and enthusiastic as ever, the pretty Chinese girl immediately launched into a diatribe about last night's big date with London-DJ-boy.

"Sooooooo. Last night. Where do I begin?"

Serena laughed, walking over to grab herself a drink from the fridge. She was fighting the urge to just explode into Super-Serena right then and there, and instead forced herself to feign interest in Mia's story.

Mia began. "Well you know how for the last three months this cute white boy has been coming into the store at random times but not really buying anything? Anyway, starting last week or so I started to suspect something was up, so I started trailing him around (not letting him see me of course). He'd like pick up a shirt here or a pair of pants there, but it was pretty obvious by the way he just sort of milled around that he wasn't there for the clothes. Of course, I figured he was just hanging around trying to get a good look at that ho Gina (you know - the punk rock chick who’s always in fishnets and a miniskirt?). Anyway, so last night I'm following him around the floor wondering why he isn't on the other side of the store where Gina is, when all of a sudden, he turns around and looks me right in the eyes!"

Serena finished pouring her glass, turning around to lean against Mia's countertop. She smiled to herself and just waited. Mia continued.

"So he turns around and looks me in the eyes and just smiles. I hadn't noticed until then how tall he was - he must've been at least 6'2. I'm trying to play it cool, but on the inside I'm totally going ballistic! Then he says 'hi, do you think you could give me a hand?' and he's got the sexiest accent! I'm practically stuttering but I'm like 'sure, you wanna try on those pants?' And he's like 'not particularly, but I would like to take you out for dinner if you're available.' Just like that! Totally smooth! I'm completely shocked, having already pegged him for one of Gina's boy toys, but of course I'm like 'uh - yeah!'"

Serena chuckled in response, deciding that this would be as good a time as any to start her show. Mia didn't suspect a thing. Boy was she in for a huge shock! Serena concentrated for a moment, reminding herself to go slowly at first, and slowly cleared the blemishes from her face. One by one, the few tiny red marks blended in with the rest of her skin - becoming all but invisible. She then shook her head, growing hair out just about half an inch.

Mia, still wrapped up in her own story, didn't notice a thing. "I couldn't believe it," she continued, "here I'd been following this guy around for months thinking he was stalking someone else, when he'd really been stalking me! So of course I said yes and he's all 'so when do you get off work?' and I'm all 'you mean tonight!?' and he's like 'yeah tonight. Tomorrow might never come.' And I'm thinking 'where does he get these lines?' but he's so cute and he's asking me out! So I figure I can deal with a little cheese because he seemed like more of a shy boy than some arrogant jerk, and I'm like 'I get off in five minutes!' So he offers to take me out for drinks right there!"

"Oh yeah?" Serena replied with a smile, quietly adjusting her teeth into a perfectly straight line. With an extra squint of concentration, she made her lips puff out a bit and grew her hair another inch or so. Mia remained oblivious.

"Yeah, so he goes across the street to the café and waits for me to get off, then he comes back and introduces himself. His name's Marcus, he says, and he came to SF from London a few months ago on some research grant. Some sort of collaboration between the US & Britain over in Livermore. Anyway, he's also a hip-hop DJ he says - and I'm just floored right there because you know I have a thing for nerds and a thing for DJs - and this guy's like both wrapped up in one! Plus he's a cutey!"

Serena smiled politely; reshaping her eyes and nose just a bit and slimming down her cheeks and neck. Her senses were starting to improve, making the room seem a bit brighter and the sounds a bit more clear. "Yeah? Go on," she said. She wanted to test just how long her friend could blab before noticing. Mia actually seemed to do a slight double take, taking a moment before launching into the next part of her speech.

"So yeah, then I ask where his car is and he says it's in the garage on O'Farrell but that he knows a really cool place that just opened up closeby and maybe we should just walk over there and have a drink or two. Of course I agreed because - as you know - I'm always up for checking out the new spots."

Serena nodded in agreement, growing her tresses out another inch or so. She leaned back against the countertop, bringing her hand up to comb through her hair. "Come on, Mia," she thought impatiently, "you don't notice anything?" As usual, Mia was too busy talking about herself to pay attention to anything else. She continued her speech, waving her fingers in the air and punctuating her sentences with exaggerated hand movements. Frustrated, Serena reached up to comb a strand of hair from her face, deepening the pigmentation of her skin just a bit to make her perfect tan even more noticeable. A quick glimpse at her reflection in Mia's kitchen window confirmed that the changes were indeed taking place. It was just Mia being dense that kept her from being noticed. Serena rolled her eyes, deciding she needed to step it up a notch.

Mia just rambled on. "So we walk down Market over to 6th . Now I'd never go down there by myself - not with all the crackheads and stuff - but I was with a big guy, so I wasn't worried. Besides, I was on pins and needles just from being nervous, so I'd have probably agreed to go anywhere with him if he'd asked."

Serena just smiled, stretching her arms above her head in a mock yawn. Another shake of her head turned her hair a shade lighter and another inch longer. Her lips puffed out just a bit more, and her nose and eyes shifted themselves into their ideal position. Another layer of baby fat melted away from her cheeks, chin, and neck leaving her features looking smooth and perfectly sculpted. Mia quickly glanced at her friend then snapped her neck back to stare. All of a sudden, she got very quiet. She looked confused.

"Umm - Serena - you look - you look different somehow."

Serena gave a half smile. "Oh yeah. I got my hair done yesterday." She bobbed her locks up and down for emphasis. Mia didn't even bat an eye.

Mia replied "no, that's not it... I don't think. It's something else. I mean - you really don't look like yourself."

Serena feigned confusion, forcing her hair to grow yet another half inch longer. Shrugging her shoulders, she concentrated on correcting her features even more. Mia's jaw dropped as her eyes darted across her friend's face. Since when has Serena been this pretty? And did she really just see her nose shrink?

Serena continued playing along, deciding it was time to implement phase two of 'Operation Freak Mia Out'. Bringing her hand up to wipe it across her forehead, she wrinkled her brow and addressed her friend. "You know, now that you mention it, I do feel a little weird. Is it hot in here? Maybe you could open a window?"

Mia walked over to the far wall and pulled her curtains apart, pushing the window open just a touch. Serena followed, now activating the superpowers in her blood just the tiniest bit. No specific outward changes were immediately noticeable - but she seemed to take on a healthier glow.

Moving into the living room, Serena plopped down on the couch. She started fanning herself and wiping her brow, doing her best to set the mood. "Wow yeah, it is really hot in here," she noted. Mia disagreed. "Cee, it is not hot in here at all. I mean - I'm freezing with this window open. What's going on? Are you sure you're okay?"

"Yeah, I mean - I think so -" Serena's voice trailed off as she leaned back onto the couch. Faking a hot flash, she activated the serum in her system just a bit more. Her skin almost seemed to take on a shiny reflective quality. "Yeah - I'm really feeling warm. I dunno - maybe I should take this heavy long sleeve shirt off." She sat up on the sofa, doing her best to suppress a wicked smile, and lifted her shirt up and over her head to leave her in just a white tanktop. Though she had already made some significant modifications to her face, the shape of her body remained basically unchanged. Her skin was a little darker than usual, but nothing for Mia to gawk at. Yet.

A concerned look came over Mia's face. "Hey, lay back okay? Lemme get you a glass of water. You want a Tylenol or something?"

"Yeah, thanks." Serena arched her back and brought her hand to her forehead. She faked a soft moan of discomfort as she shifted positions, peering through squinted eyes at her friend as she rummaged through the medicine cabinet. Mia called out to her. "You think its food poisoning? Did you eat or drink anything weird?"

Serena smiled to herself, grunting a "no" as she clutched her stomach in mock agony. Her hair developed a few streaks of light brown, but otherwise remained unchanged as she waited for Mia's return before making any other improvements. In just a few seconds, Mia came back holding a glass and a pair of aspirin. "Here you go, Cee."

Serena furrowed her brow and moaned again, reaching up to take the glass in her left hand. She reached out, feigning weakness, and grasped at it - only to let it spill onto the floor as her hand went limp. "Oh my god, I'm so sorry," she said. Mia just hushed her and knelt down to pick up the cup, grabbing a nearby towel to wipe up the mess.

"Geez, I've never felt this warm before in my life," Serena exclaimed, slumping back on the couch and fanning herself profusely. "I... I'm sorry Mia... I'm just burning up. I need to take off another layer..."

sexy women in jeans model of francine dee

Serena leaned back against the cushions, reaching down to unbutton her jeans, and lifting her legs to slide her pants down around her feet - leaving her in just her white tank top and the blue bikini bottoms. Mia did a momentary double take - she didn't remember Serena's skin ever looking this tan & healthy. She looked better than ever, but she was acting like she was about to vomit or something. And her face... she was really starting to look like a different person! What the hell was going on here?

Serena turned her body so that she was laying on her side, tossing her head to make her glasses fall on the floor. Mia quickly swooped down to pick them up and out of the way. She felt Serena's forehead - it was burning up! Serena quivered weakly and looked up into her friend's eyes. For the last two years, Mia had been getting progressively thinner and more attractive. She had ceased being a reclusive hide-away artist and had started making the transition to independent party girl. It wasn't like she had changed all that much on the inside, but all the masculine attention she was getting now made Serena feel inferior every time they went somewhere together. Mia patted Serena's head. "It's going to be okay, gurl. Just relax. Just relax & breathe deeply." Serena just smiled. This was it. Time to tip the scales. Time for phase three.

With a soft, breathy moan, Serena rolled onto her back. Her hair - which had now grown down past her shoulder blades - fell in soft waves around her head. Looking up into Mia's eyes, she squinted in what looked to be terrible pain and then just sort of froze. Her body locked into position - back arched, arms straight down her sides, head tilted back, mouth open. She remained perfectly still for just a moment before slowly starting to shiver.

Mia looked down on her best friend with concern. She was fine just five minutes ago and now all of a sudden from out of nowhere, Serena was having a major seizure. Should she call someone? 911? "Oh my god, Serena. Are you okay? Come on - Cee? Cee!?"

Mia ran over to her phone in a panic, lifting the receiver to call for help. However, before she was able to punch in any digits, she heard Serena's voice calling from the sofa. "Mia - wait! Put down the phone! I don't feel bad anymore... actually I feel... really strange -"

Despite her pained visage, Serena was laughing hysterically on the inside. She really had Mia going with this one! "Oh Mia. I feel so weird. Wh - what's happening to me?"

Mia dropped the handset and spun around. Still shaking, Serena put her hand on the armrest and lifted herself to a seated position. Shaking her head, she rose from the couch altogether to stand in the middle of the room. She lifted her hand to her forehead and let out another deep breath - this one less pained and more melodious. "Oh wow. Oh wow, Mia - what's going on?"

Serena turned to look at her friend. Good, Mia's eyes were now wandering all over her body, trying to figure out what was up. Serena clenched her fists and stood up on her tiptoes, causing the muscles in her arms and legs to bunch up more tightly than her friend had ever seen them. Mia watched in amazement as Serena's limbs tightened into sleek, perfect shape. "Oh my god, Serena! Your arms! Y... your legs!"

Serena looked down in response, smiling at what she saw before raising her head again to look into Mia's eyes. Mia stared back, her face a mixture of concern and confusion. She wasn't going crazy was she? She had seen Serena's face shifting around earlier... no wonder she looked so good today. It wasn't all in her head. The reality and absurdity of the situation was slowly beginning to dawn on her. Serena was transforming... changing into someone else... right before her very eyes!

Serena started to smile. "Oh wow - Mia this is crazy!" Her arms and legs flexed again, the muscles becoming even shapelier and more pronounced beneath her flawless skin. Mia watched as Serena's pudgy legs started to shrink down. Her eyes traveled up from her bare feet to the proudly displayed calves, following the slowly developing striations of muscle as they revealed themselves on her thighs. Serena's arms mimicked the process - becoming more slender and smooth by the second. Mia was dumbfounded. "Serena - you're - you're changing somehow!"

"Changing? What do you mean - ohhh!"

Serena moaned again, increasing the flow of supercharged blood to the furthest reaches of her body. Her stomach, waist, and behind started to respond - the extra flesh and mass in each area miraculously disappearing as if into thin air. Her deepening tan and perfectly smooth skin looked even more impressive the further she moved along through the process. Mia just stood in awe, drumming her fingers against her legs in a fit of nervousness. This was too weird.

Serena moaned again, stumbling for a moment before turning to give Mia a good view of her backside. The tanktop came down just to the top of her butt to cover the upper half of her blue thong bikini. Normally she would have turned away, but now Mia couldn't help but stare right at her buddy's behind.

Mia's eyes widened as she focused in on Serena's butt. The two of them had spent a good portion of their lives together discussing the many problems that came with "being a fat ass," so she was more than shocked to see her friend's behind magically begin to tighten up. "Whoa," Serena said, reaching behind to put one hand on the top of her booty. To Mia, it was like watching some kind of age regression video. Serena's unshapely rear started to melt away, the muscles in her lower back lifting each cheek towards the sky. How could this be happening? Serena sighed again, sliding her fingers down to take a firm grip of the underside of her ass - right where it connected to her leg. Amazingly, her skin became even firmer - blending in perfectly now to match the impressive muscular fitness of her reconfigured limbs. Mia squinted and rubbed her eyes with both hands. This couldn't really be happening - right?

But it was happening, and the show just continued - Serena now panting heavily and sweating just a bit. Her ass was getting firmer and firmer by the second, lifting into two perfect half-spheres suspended weightlessly above her now powerfully slender thighs. Beads of sweat began to form on her deeply tanned flesh. Mia stuttered incomprehensibly, her fear for her friends' safety slowly giving way to excitement and curiosity about her rapidly improving physique. What the hell was going on!?

Serena spun back around, now with a huge smile on her face. She looked into Mia's eyes. "I... can't believe it! I feel - I feel fantastic!" Pausing to allow herself a moment to adjust, Serena lifted her hands up to her shoulders to begin slowly tracing them down her sides. Apparently, the fat on her stomach had all but disappeared as well - her tiny waistline looking even tinier when contrasted against her broad, womanly hips. Serena watched as Mia's eyes darted from body part to body part. With a deep breath, she cocked her hips, allowing her hands to settle on her waistline as she slumped into a semi-relaxed pose. Tossing her hair to one side, Serena just stood there casually - already starting to look like some kind of petite supermodel. She had been continually reconfiguring her body and the features on her gorgeous face until she had each element perfectly in place. Another moment of concentration allowed her lips to grow even fuller, her cheekbones even higher, and her eyes even brighter. Mia almost couldn't recognize her best friend anymore. Almost...

She had taken a brief pause to gather herself, but with another deep breath, Serena's body started to shake again. Mia watched in awe as Serena's expression changed from one of mere happiness to one of pure & utter ecstasy. Her beautiful mouth spread into a full smile, her perfect skin glistening with its own inner light. "My chest... Mia! My chest! Somethings happening! Oooohh!"

Serena giggled and looked down at her torso, raising her hands to trace upwards across her ribcage, smoothing out the sweat-soaked tank top against her rapidly slimming body. Mia was floored. Over the course of a few minutes, Serena had gone from embarrassingly pudgy to full-on fitness goddess. Her legs and arms, her stomach, ass, and back - they looked like she'd spent lifetimes in the gym trying to get them into shape. Mia would kill to have a body like that. This just wasn't making any sense at all.

Serena eyed Mia one more time, giving her a subtle wink before launching into the final - and most impressive - phase of her transformation. She gently ran her hands up the front of her shirt, pressing the soft cotton against the hardening web of muscles on her stomach and chest. Slowly, her fingers crept upwards, Mia's eyes now locked onto the movement of her best friend's hands.

"This is like some kind of crazy dream," Mia thought, feeling the first pangs of envy as she watched Serena transform into some kind of supernatural pin-up girl right in her own living room.

"Oh my god, Mia... look!"

Serena was tugging at the seams of her tank top, her eyes fixed on the center of her chest. She arched her back bringing her thumbs and forefingers up to wrap around the outer edges of her still A-cup breasts. Her body had already reshaped itself into a picture of tight, super-fit perfection - with solid curves of strong, dense muscle supporting a gentle, feminine frame. Her face was somewhat similar to what it had been, but was undeniably flawless now. With those dimples and that smile, she looked so delicate - but so powerful at the same time.

Mia stared blankly, her mind oddly hypnotized by the surreal events that were unfolding before her. She watched as her best friend since childhood blossomed into a living, breathing angel. Serena arched her spine even further, bending over backwards at her waist and thrusting her cupped chest in the air. Her fingers gripped the outsides of her breasts, pulling the fabric tightly against her slim body. Mia couldn't turn away. She watched with bated breath as Serena's nipples began to push outwards - almost coming alive under their own power.

Serena let out another soft moan, rolling her hips and tossing her long hair in rhythm with the beating of her heart. Beat by subtle beat, she pushed back further, pressing her breasts closer together. The responded by growing outwards, visibly packing on flesh with the gradual passage of time.

Mia could not believe her eyes. Flat-as-a-board Serena's boobs were actually growing! And fast!

Serena laughed now, giggling in earnest at the truly pleasurable sensations building in her expanding tits. Each beat of her heart packed on another layer of super powered flesh, each layer reawakening her dormant mental and physical powers just a bit more. She tugged at the seams of her tank top, her nipples tenting the fabric as her breasts grew. Inch by Inch, Mia watched in envy - Serena's rhythmic swaying seemingly pumping her boobs up like twin balloons. They expanded right before her eyes - from almost nothing into noticeable mounds. Mia estimated they had become full B or even C cups in just a few seconds!

Serena's fingers dimpled her flesh, pressing inwards with increasing strength against her superhuman tits. She was feeling incredible - not realizing she was subconsciously making an empathic connection with Mia. Her thoughts were stretching out across the room, and Mia was beginning to feel the subtle effects of Serena's growing arousal. Mindlessly tugging at her collar, Mia focused in on her best friend's rapidly improving body.

Her chest continued to push against the tight fabric of her tank top. Through squinted eyes, she could see Mia's jaw hanging wide open. The look on her face was so precious! Serena grunted, powering another quick burst of energy through her system. Her body had changed dramatically by this point - her waist had slimmed down to almost nothing while her hips and shoulders flared out exaggeratedly. Her shiny hair had grown to reach the small of her back, and her smooth skin was practically glowing. Strong, muscular arms and legs framed her body. Mia looked up into her friend's eyes, shocked to discover that Serena barely even looked like herself anymore. In fact, if she hadn't seen the transformation with her own eyes, Mia was certain that she would not have been able to recognize her.

After just a few short moments, the growth process began to slowly abate - Serena's hefty breasts settling into place on her ultra-petite body. The burning tingling feeling that had spread across her skin also began to dissipate. Serena's hands still clutched at the sides of her top, struggling to restrain her now enormous chest. Slowly, she released her hands, allowing the fabric to bounce back - tenting at her enlarged nipples and spanning the cavernous valley between them. She let out a soft moan, allowing her hands to come to rest on her hips. Finally tossing her head back one last time, Serena opened her eyes to look right into Mia's soul.

Without a second thought, Serena used her now-activated mental powers to lock onto Mia's mind. Instantaneously, she was flooded with readings - glimpses of Mia's confusion... her amazement... her jealousy. Serena was messing with Mia's whole sense of reality by turning into some kind of supergirl right in front of her. The deluge of competing emotions was overwhelming. Mia couldn't believe her own eyes. Would Serena be okay? She looked amazing! What luck! What was going on? Why Serena and not her?

Serena was catching snippets of Mia's internal dialogue - picking up on words and phrases now - though she had been unable to read anything but emotions just a few hours earlier. Nothing was coming in clear, but still - the words were out there in Mia's head and Serena could almost hear them as if in her own. She watched as Mia's eyes traveled slowly up and down her body... from her perfectly gorgeous face to her proudly oversized breasts to her tiny waist, wide hips, and long legs. The thoughts were moving at a million miles a minute, but through the mental haze - past all the confusion and jealousy - Serena could pick up one emotion growing stronger in her friend than any other. It wasn't bitterness or concern or confusion or envy... it was lust. Strong and unbridled lust. From her best friend?! This was definitely unexpected.

 

 

Serena's Lucky Day
A regular girl discovers the secret of the
world's mightiest superheroine
By Yohashuan
PART V
:: DAY II continued ::
Serena was growing more and more accustomed to her new found superpowers, and was able to make it all the way from Venice Beach to her apartment in San Francisco in just about five minutes. Putting her clothes back on as she hovered above the cloud line, she scanned her building for any signs of Jennifer Benson (aka Hyperwoman). Nothing. Serena wasn't sure how to handle the situation. Would Jennifer be pissed off that someone else stole her formula? "I sure as hell would be," she reasoned. And as amazed and confident with her new powers as she was... the thought of an actual confrontation with the real Hyperwoman was enough to send chills up Serena's spine.

She finished pulling on her tight red V-neck tee then quickly slipped into her white Capri pants as her weightless body drifted in mid-air. She closed her eyes and ran her fingers across the fabric that stretched between her slightly oversized breasts. It was still impossible to believe that this killer big boobed, super athletic body was really hers. Spreading her arms out to her sides like a bird, Serena clenched her ass cheeks and did a quick standing loop before dropping into free-fall.

Allowing gravity to take hold of her now upside-down body, Serena felt her weight returning - savoring the sensation of her breasts and ass slowly lifting towards the ground. She twisted her body and directed herself into a controlled descent until eventually coming to a graceful stop just outside her back window. A quick flip of the latching mechanism and she was back inside.

The first thing she noticed was the clock - 12:15. Then her answering machine - There were messages. Lifting slowly up on her toes, then simply rising from the floor altogether, Serena floated over to the phone and dialed in her code. The first message was from some bill collector, the next was from Mia.

"Hey gurl, it's me. I got some news. Gimme a call."

She laughed and hovered a bit higher, tucking her legs and hugging her knees to her chest. No doubt Mia was calling to blab about the cute guy that had spent the night. "Hahaha. I've got some news for you too, gurl," Serena chuckled to herself as she straightened out, glancing down at her heaving chest. "Big news."

Serena tilted back in the air and stretched her legs, pointing her toes at the wall to make her calves bunch. Two hard balls of solid muscle rose like loaves of bread just above her Achilles tendons. She turned to face the mirror, still completely in awe of her new self. Lifting her arms above her head, she twisted into a quick pirouette, flipping gracefully backwards to land standing on the ground with her chest puffed out and her hands on her hips. Her eyes traveled down her neck to the collar of her shirt, and finally to the middle of each breast where her nipples proudly tented and stretched the thin cotton fabric. The baby tee continued down, ending just about a half foot below her breasts - leaving her tiny sculpted midriff and bellybutton bared to the world. She'd always wished for the kind of hourglass figure that would cause her shirts to dangle from her chest like that. Taking a deep breath, she watched as the cloth constricted around her torso, the bottom hem rising even higher up and away from her slender waist. She cocked her hips to the side and lifted her chin. "Amazing."

Serena looked back at the phone. If there was anyone in the world that she could talk to about her new powers, it was Mia. But should she actually tell her about the formula? Maybe she should share the formula with her? Serena looked back at the mirror, posing for herself and admiring her superhuman figure. No, she'd keep the source of her powers her secret... at least for now. Maybe she'd try to figure out some kind of "lite" version of the formula to share. Serena ran her hands down her hips, smoothing out the wrinkles in her skin-tight white cotton pants. She didn't like keeping secrets - especially from Mia - but this was no ordinary secret.

"I wonder if she's even still home," Serena said aloud as she reached over and lifted the receiver. "Oh wait..." She smiled and turned to face the South wall of her living room. Concentrating for a moment, Serena watched as the brick and mortar melted from view, her vision telescoping all the way across town... and all of sudden there was Mia - standing at her kitchen counter preparing a late breakfast. Serena laughed. This was so cool. Dialing her friend's number, she brought the phone to her ear and watched from miles away as Mia put down her utensils and spun around to pick up the phone on her counter.

"Hello?"

"Hey Mia, how's it going?"

"Wh... Serena? Wow, you sound different. You got allergies or something?"

Serena hadn't even considered that her voice must have changed as much as the rest of her. She cleared her throat and consciously brought her voice back to 'normal,' trying to play it calm. "Yeah... 'or something.' So I got your message. What's the news?"

"Oh my god! Serena, you know that cute guy that always comes into the store when I'm working?"

"Of course. You only talk about him every day!"

"Ya. Well his name is Marcus, and anyway he came into the store again yesterday right as I was getting off my shift and he totally asked me out for drinks! We went to that new bar that opened up across from Club Six - I forget the name - and anyway he's 27, from London, and he DJs and makes music. He also works as some kind of research assistant or something. Anyway, he's like a TOTAL gentleman - opening doors, buying drinks... the works. And that accent! Oooooh!"

"Wow, that's awesome!" Serena tried to sound interested and excited. Truthfully though, she was getting impatient. She used to live vicariously through Mia's boy stories, but Serena actually had something much more important to talk about this time.

"Hey Mi-Mi, I don't really have a lot of time right now. You're not working today, are you?"

"Nope, why?"

"I wanted to get together. I got something to show you. You busy?"

"Right now? Not really."

"Cool. I'll be over in like fifteen, okay?"

"Sure okay. See ya in a few."

"Alright, See ya. Oh... and by the way, you might want to turn around... your breakfast is burning."

"Huh?"

"Bubye!"

Serena hung up the phone laughing and watched from across town as Mia paused, turned around, and started frantically scrambling to unplug her toaster. Fishing the charred mess out with a plastic fork, Mia scratched her head. How did Serena know? Weird.

...

Giggling, Serena twirled around and hovered into the kitchen, opening her pantry to check on the batch of super-serum. Still there. It had been over four hours now since she drank that tiny dose and she didn't feel any less powerful. She turned and flexed her bicep, watching as a baseball sized rock of solid muscle emerged. Shaking her head in amazement, she released her fist and allowed her arm to slim back down to its original lithe and graceful shape. Yup, her mind and body still felt incredible and all her super powers remained intact. How long did this stuff last?

Serena turned her head to the ceiling, peering through the floors up to Jennifer Benson's loft. The place looked exactly the same as it did this morning. With a rush of adrenaline, she remembered her mental abilities and quickly scanned through the entire apartment. She looked through Jennifer's drawers and closets in an attempt to find any clues about the formula. Nothing. In fact, there was absolutely nothing there that would give away anything about her secret identity. No hidden costume in the closet. No news clippings, super-computers, or any sorts of crime-fighting equipment. Nothing. Looked like your normal, average apartment.

She scanned the apartment again, now noting the absence of almost anything with a name on it. Where were Jennifer's bills? Why couldn't Serena find a single handwritten note? There had to be some explanation for it. Maybe Jennifer kept her personal stuff and the super-juice at another location. The apartment looked "lived-in," but maybe the whole Jennifer Benson identity was just some elaborate set-up. "There's obviously a lot more going here than meets the eye."

Serena shook her head again and turned to face herself in the mirror. "God damn you look incredible," she thought. She then turned to look into her kitchen pantry at her secret formula. "But just what the hell is this stuff? What did I get myself into?"

Turning back to her reflection, Serena's eyes followed the lines of her perfect figure. This formula... it was like something out of her wildest dreams - but there were so many unanswered questions. How did it work? Such a simple combination of chemicals shouldn't give someone superpowers. Heck, nothing should give someone superpowers! And when would the stuff start wearing off? She didn't feel any weaker or less super. If anything, she felt even stronger than in the beginning. And she was slowly getting the feeling that these powers were just becoming more and more a part of her as time went on.

Serena faced herself and stood up straight, folding her arms across her chest to push her impressive breasts into one another. It was just amazing the way her tight little body responded to movement - tightening and relaxing the supercharged muscles as she moved from pose to pose. She was starting to get accustomed to the new Serena, realizing that there was really no way for her to turn back the clock. Her fate had been dramatically and permanently changed and she needed to move forward from here.

She needed answers. She needed information about the formula, her powers, and their limitations. And there was only one person that could help her. Hyperwoman. Serena realized that she needed to not only admit to Jennifer that she had taken her formula, but that she needed answers that only she could provide. She prayed that Hyperwoman would be understanding, not confrontational. Unfortunately, there was just no way to predict.

...

For now, though, Serena had a date with her best friend. It was time to show off. As she went to her closet, she thought about just how she'd reveal herself. Mia probably wouldn't even recognize her if she floated into her living room looking the way she did now. Nah, Serena decided that she was going to have a little fun with this.

She zipped over to her closet, pulling out a tight white tank top, a pair of jeans and her favorite green long sleeve t-shirt. The outer clothes would be baggy and ill-fitting on her new body, but that was okay... she had a plan. Walking over to her backpack, she pulled out her blue bikini bottoms then laid all the clothes out on her bed. She laughed out loud - this was going to be so much fun!

The plan was to shoot over to Mia's house dressed normally then transform back into "regular Serena" while still outside. She'd ring the bell and enter the apartment like nothing was different, letting Mia blab away about her love life for a few minutes. During the conversation she'd slowly begin transforming bit by bit until Mia noticed. "I can't wait to see her reaction," she laughed. She'd go really slowly until Mia said something, and then she'd kick it in really fast... going full-on super right before her eyes.

Serena couldn't wait to see what Mia did when she revealed her amazing physical beauty. She really couldn't wait to see what Mia did when she showed her all her superpowers! But then she wondered what kinds of questions Mia would ask and whether or not she was ready to answer them. She didn't want to share the formula just yet, so she figured she'd take the easy way out... just tell Mia that she only had enough of it for one dose - that she'd try to figure out how to make more but that she just didn't know how to do that yet. Serena looked to the batch of serum in her pantry, then at herself again in the mirror. Maybe one day she'd share - just not today. Not yet.

...

In a flash of super speed, Serena removed her new clothes, folded them neatly in the bag, then put on her blue bikini bottoms, the tight white tank top, and then the old shirt and pants layered over top. Though still superhumanly beautiful, her reflection was almost clown-like - she was practically swimming in her clothes. She lifted her hands to pull her hair back, cocking her hips and puckering her lips at her reflection. "This is it," she thought as she braced herself for her physical transformation.

With a determined stare, she started to concentrate on reshaping her body. Almost immediately, her arms, legs, and stomach started to bulge. Her hair lost its luster, shrinking in length until it hung about an inch above her shoulders. Likewise, her breasts and ass began to lose their superhuman shape - making the transition back to their original state. She watched, feeling oddly detached from herself, as her face and skin began to revert back to 'normal'. Feature by feature, bit by bit, Serena continued her metamorphosis until a few moments later; she was staring at the same old reflection in the mirror that she had grown up with. Her lips curled into a disapproving frown.

But the strange buzzing sensation was still present in her blood. In fact, it seemed to be even more noticeable now that her body had reverted back to its original state. Though she outwardly resembled the same Serena Agbayani that her friends and family knew, on the inside she still felt like a brand new woman. The powers weren't 'turned on' at the moment, but she could feel them bubbling just beneath the surface.

As if to test herself, Serena knelt down next to her bed, rolled up her sleeve, and grasped the frame in her left hand. At first, she was unable to lift the mattress - but almost instantaneously, she felt the buzzing in her arm growing more intense. And as the buzzing grew so did her strength, until just a moment later, she was holding her bed effortlessly over her head. A quick check of her reflection confirmed that she still looked like regular Serena (though she saw that her flexed arm did display a bit more definition than it used to). Now smiling, she bent over and placed the furniture back down on the floor.

Running another quick test, Serena tried to access her flight powers. She spread her arms out to her sides and stood up on her tiptoes. Soon, the feverish burning started to spread from deep within her chest into her outer extremities. At first excited to feel gravity releasing its hold on her body, her excitement quickly turned to disappointment as she saw her reflection transforming back into her super-self. Releasing her clenched muscles to remain in her 'mortal' form, she stood back down on the floor. She was starting to figure out that she could access her superhuman abilities no matter what she looked like - but that a really vigorous use of her powers could trigger an unwanted transformation. Maybe with a little practice, she could learn to use all her powers while still posing as a 'regular girl.' Maybe not. Either way, she realized, this problem would definitely require her continued attention.

Double checking to be sure she still had her wallet and keys, Serena zipped up her bag and slung it over her shoulder. She stepped into her hi-tops then reached over and put on her pair of glasses, sliding them into place on the bridge of her nose. Her eyes immediately adjusted themselves to clear the blurriness. Though it would have been easy to charge up and fly over to Mia's place in no time, she wanted to test the limits of her abilities while still in 'normal' mode. So she looked herself over in the mirror one last time to confirm her plainness, and then walked out the door.

...

The street was packed with people - many of them on lunch break - as Serena skipped down the steps of her building. Her super senses were not activated, but she could still feel them smoldering just beneath the surface. With a quick squint of concentration, she counted the 138 people walking down her block. She counted the cracks in the sidewalk and the number of bricks on the building across the street. Though she now looked no different from anyone else on the street, it still inspired such a feeling of confidence to make her brain race like that.

Continuing her mental gymnastics as she made her way down the block, Serena noticed that she was no longer able to 'tune in' to the emotions of random folks as she passed them by. No doubt this was another byproduct of her decision to revert back to 'normal.' Nevertheless, she was confident that ability would return as soon as she activated herself.

It took a few minutes (minutes that seemed like hours) for Serena to finally turn the corner onto an almost deserted residential stretch of 15th Street. Finally free from the crowd, she would now be able to use her super speed to get to Mia's house. Quickly checking behind her to insure that the coast was clear, she crouched down and filled only her calves, thighs, and ass with super-energy. Though still in sweatpants, she could feel the hard, powerful muscles rising up beneath the taut skin of her legs. "God damn that feels great," she muttered - running her hand over her thick, steel-hardened thigh.

Lifting up onto the balls of her feet, Serena prepped herself for a super-speed run. She drew her arms behind her and bent her knees, only to be interrupted by the sound of someone's front door closing a little ways behind her. Turning back, Serena watched as two little boys - they couldn't have been any older than 11 or 12 - and an even younger little girl burst onto the sidewalk. The boys were running and laughing with one another as the girl struggled to catch up.

One of them called out to the little girl from mid-run. "Hey Amy, last one to the mailbox has to clean the room! Come on, loser! Why are you so slow?"

The little girl just shook her head. "Shut up, Randy. You guys are only faster 'cause you're older."

"No - it's ‘cause you're a giiiiiiiiiiiiiiiirl!" The two boys burst into hysterical laughter, slapping each other five. They then started running as fast as they could, tearing right by Serena as she watched the scene unfold. The little girl, already panting from exhaustion, finally slumped down on her haunches a few yards away.

"Stupid jerks," she muttered to herself as she wiped the sweat from her brow. Serena turned back to see the two boys now jogging backwards, laughing and pointing at their little sister.

Serena smiled and turned to the girl, her legs still throbbing with superpower. "What's the matter sweetheart?"

The girl turned her head to face the average-looking Asian girl. "Those stupid boys think they're better at everything just because they're boys. I'm always getting to get stuck doing the chores. It's not fair!"

As if on cue, her older brothers let out a chorus of "nyaa-nyaa-nyaa-nyaa" from half a block away. One of them was moonwalking his way to the corner; the other was crawling on all fours. Serena just smiled.

"You know, they haven't made it to the mailbox yet," she told the little girl as she reached down and extended her hand. The girl looked up quizzically then put her hand in Serena's.

Lifting the girl from the stoop and cradling her in her arms, Serena turned back to give the two boys a determined stare. "Hang on tight, honey," she said as she crouched down with tensed legs.

The boys stopped and scratched their heads, wondering what their sister was doing with that lady. They watched as she lifted her into her arms and turned to face them. Something didn't seem right. The bigger of the two turned around and started pacing slowly to the mailbox. The other one just continued staring.

Serena focused inward, regathering the energy in her legs for just a moment before springing into a superpowered sprint. Suddenly she was just a blur, carrying the little girl as she blasted down the sidewalk. Before the boys even understood what was going on, a familiar voice called out from behind them. It was Amy, their little sister. And she was - already sitting on top of the mailbox? How the heck did that happen? And where did that lady go?

The girl was giggling enthusiastically. "First!" she called out to them. The boys just scratched their heads. For once, one of them would have to clean the room and she'd get to watch cartoons. "Thanks lady!" she yelled out - but Serena was already long out of earshot.

...

With a smug smile, Serena darted through the city streets. Her legs pumped and churned like engine pistons, carrying her petite little body at speeds almost too fast to see. Just a few twists and turns later she was standing outside Mia's flat in the Richmond District. The thick fog made the air noticeably cooler, but even in her unpowered form, Serena found she was relatively unaffected by the chill.

As soon as she came to a stop she felt her legs sort of deflate, the supercharged muscles once again reverting back to their normal size. Her jeans adjusted their fit - loosening their grip on her thighs and tightening around her waist. Fixing her hair and glasses as she checked her reflection in the window, Serena became confident that Mia wouldn't be able to tell anything was different. She peered up through the wall to make sure her friend wasn't in the bathroom or anything, and then rang the buzzer.

Mia's voice crackled through the intercom. "Hello?"

"Hey, it's me. I'm downstairs."

"Jesus that was fast!"

The door buzzed and Serena entered the building, skipping lightly up the three flights of stairs before pushing through the half opened door. Mia called out from the kitchen. "In here!"

Serena entered into the apartment, gingerly stepping over the piles of clothes and art supplies that littered her best friend's living room. Mia's place was furnished sparingly - aside from the kitchen table and living room couch, there was almost no furniture outside of her bedroom. Finished paintings and half covered canvases littered the entire place. Serena shook her head and rolled her eyes at the mess, clearing a path with her feet into the kitchen.

"What up Mi-Mi!"

"What up Cee-Cee!"

Mia was dressed in her painting clothes - splattered corduroy overalls with a long-sleeve thermal underneath. Her shoulder-length black hair bounced around her head as she ran across the kitchen to hug her friend hello. As upbeat and enthusiastic as ever, the pretty Chinese girl immediately launched into a diatribe about last night's big date with London-DJ-boy.

"Sooooooo. Last night. Where do I begin?"

Serena laughed, walking over to grab herself a drink from the fridge. She was fighting the urge to just explode into Super-Serena right then and there, and instead forced herself to feign interest in Mia's story.

Mia began. "Well you know how for the last three months this cute white boy has been coming into the store at random times but not really buying anything? Anyway, starting last week or so I started to suspect something was up, so I started trailing him around (not letting him see me of course). He'd like pick up a shirt here or a pair of pants there, but it was pretty obvious by the way he just sort of milled around that he wasn't there for the clothes. Of course, I figured he was just hanging around trying to get a good look at that ho Gina (you know - the punk rock chick who’s always in fishnets and a miniskirt?). Anyway, so last night I'm following him around the floor wondering why he isn't on the other side of the store where Gina is, when all of a sudden, he turns around and looks me right in the eyes!"

Serena finished pouring her glass, turning around to lean against Mia's countertop. She smiled to herself and just waited. Mia continued.

"So he turns around and looks me in the eyes and just smiles. I hadn't noticed until then how tall he was - he must've been at least 6'2. I'm trying to play it cool, but on the inside I'm totally going ballistic! Then he says 'hi, do you think you could give me a hand?' and he's got the sexiest accent! I'm practically stuttering but I'm like 'sure, you wanna try on those pants?' And he's like 'not particularly, but I would like to take you out for dinner if you're available.' Just like that! Totally smooth! I'm completely shocked, having already pegged him for one of Gina's boy toys, but of course I'm like 'uh - yeah!'"

Serena chuckled in response, deciding that this would be as good a time as any to start her show. Mia didn't suspect a thing. Boy was she in for a huge shock! Serena concentrated for a moment, reminding herself to go slowly at first, and slowly cleared the blemishes from her face. One by one, the few tiny red marks blended in with the rest of her skin - becoming all but invisible. She then shook her head, growing hair out just about half an inch.

Mia, still wrapped up in her own story, didn't notice a thing. "I couldn't believe it," she continued, "here I'd been following this guy around for months thinking he was stalking someone else, when he'd really been stalking me! So of course I said yes and he's all 'so when do you get off work?' and I'm all 'you mean tonight!?' and he's like 'yeah tonight. Tomorrow might never come.' And I'm thinking 'where does he get these lines?' but he's so cute and he's asking me out! So I figure I can deal with a little cheese because he seemed like more of a shy boy than some arrogant jerk, and I'm like 'I get off in five minutes!' So he offers to take me out for drinks right there!"

"Oh yeah?" Serena replied with a smile, quietly adjusting her teeth into a perfectly straight line. With an extra squint of concentration, she made her lips puff out a bit and grew her hair another inch or so. Mia remained oblivious.

"Yeah, so he goes across the street to the café and waits for me to get off, then he comes back and introduces himself. His name's Marcus, he says, and he came to SF from London a few months ago on some research grant. Some sort of collaboration between the US & Britain over in Livermore. Anyway, he's also a hip-hop DJ he says - and I'm just floored right there because you know I have a thing for nerds and a thing for DJs - and this guy's like both wrapped up in one! Plus he's a cutey!"

Serena smiled politely; reshaping her eyes and nose just a bit and slimming down her cheeks and neck. Her senses were starting to improve, making the room seem a bit brighter and the sounds a bit more clear. "Yeah? Go on," she said. She wanted to test just how long her friend could blab before noticing. Mia actually seemed to do a slight double take, taking a moment before launching into the next part of her speech.

"So yeah, then I ask where his car is and he says it's in the garage on O'Farrell but that he knows a really cool place that just opened up closeby and maybe we should just walk over there and have a drink or two. Of course I agreed because - as you know - I'm always up for checking out the new spots."

Serena nodded in agreement, growing her tresses out another inch or so. She leaned back against the countertop, bringing her hand up to comb through her hair. "Come on, Mia," she thought impatiently, "you don't notice anything?" As usual, Mia was too busy talking about herself to pay attention to anything else. She continued her speech, waving her fingers in the air and punctuating her sentences with exaggerated hand movements. Frustrated, Serena reached up to comb a strand of hair from her face, deepening the pigmentation of her skin just a bit to make her perfect tan even more noticeable. A quick glimpse at her reflection in Mia's kitchen window confirmed that the changes were indeed taking place. It was just Mia being dense that kept her from being noticed. Serena rolled her eyes, deciding she needed to step it up a notch.

Mia just rambled on. "So we walk down Market over to 6th . Now I'd never go down there by myself - not with all the crackheads and stuff - but I was with a big guy, so I wasn't worried. Besides, I was on pins and needles just from being nervous, so I'd have probably agreed to go anywhere with him if he'd asked."

Serena just smiled, stretching her arms above her head in a mock yawn. Another shake of her head turned her hair a shade lighter and another inch longer. Her lips puffed out just a bit more, and her nose and eyes shifted themselves into their ideal position. Another layer of baby fat melted away from her cheeks, chin, and neck leaving her features looking smooth and perfectly sculpted. Mia quickly glanced at her friend then snapped her neck back to stare. All of a sudden, she got very quiet. She looked confused.

"Umm - Serena - you look - you look different somehow."

Serena gave a half smile. "Oh yeah. I got my hair done yesterday." She bobbed her locks up and down for emphasis. Mia didn't even bat an eye.

Mia replied "no, that's not it... I don't think. It's something else. I mean - you really don't look like yourself."

Serena feigned confusion, forcing her hair to grow yet another half inch longer. Shrugging her shoulders, she concentrated on correcting her features even more. Mia's jaw dropped as her eyes darted across her friend's face. Since when has Serena been this pretty? And did she really just see her nose shrink?

Serena continued playing along, deciding it was time to implement phase two of 'Operation Freak Mia Out'. Bringing her hand up to wipe it across her forehead, she wrinkled her brow and addressed her friend. "You know, now that you mention it, I do feel a little weird. Is it hot in here? Maybe you could open a window?"

Mia walked over to the far wall and pulled her curtains apart, pushing the window open just a touch. Serena followed, now activating the superpowers in her blood just the tiniest bit. No specific outward changes were immediately noticeable - but she seemed to take on a healthier glow.

Moving into the living room, Serena plopped down on the couch. She started fanning herself and wiping her brow, doing her best to set the mood. "Wow yeah, it is really hot in here," she noted. Mia disagreed. "Cee, it is not hot in here at all. I mean - I'm freezing with this window open. What's going on? Are you sure you're okay?"

"Yeah, I mean - I think so -" Serena's voice trailed off as she leaned back onto the couch. Faking a hot flash, she activated the serum in her system just a bit more. Her skin almost seemed to take on a shiny reflective quality. "Yeah - I'm really feeling warm. I dunno - maybe I should take this heavy long sleeve shirt off." She sat up on the sofa, doing her best to suppress a wicked smile, and lifted her shirt up and over her head to leave her in just a white tanktop. Though she had already made some significant modifications to her face, the shape of her body remained basically unchanged. Her skin was a little darker than usual, but nothing for Mia to gawk at. Yet.

A concerned look came over Mia's face. "Hey, lay back okay? Lemme get you a glass of water. You want a Tylenol or something?"

"Yeah, thanks." Serena arched her back and brought her hand to her forehead. She faked a soft moan of discomfort as she shifted positions, peering through squinted eyes at her friend as she rummaged through the medicine cabinet. Mia called out to her. "You think its food poisoning? Did you eat or drink anything weird?"

Serena smiled to herself, grunting a "no" as she clutched her stomach in mock agony. Her hair developed a few streaks of light brown, but otherwise remained unchanged as she waited for Mia's return before making any other improvements. In just a few seconds, Mia came back holding a glass and a pair of aspirin. "Here you go, Cee."

Serena furrowed her brow and moaned again, reaching up to take the glass in her left hand. She reached out, feigning weakness, and grasped at it - only to let it spill onto the floor as her hand went limp. "Oh my god, I'm so sorry," she said. Mia just hushed her and knelt down to pick up the cup, grabbing a nearby towel to wipe up the mess.

"Geez, I've never felt this warm before in my life," Serena exclaimed, slumping back on the couch and fanning herself profusely. "I... I'm sorry Mia... I'm just burning up. I need to take off another layer..."

Serena leaned back against the cushions, reaching down to unbutton her jeans, and lifting her legs to slide her pants down around her feet - leaving her in just her white tank top and the blue bikini bottoms. Mia did a momentary double take - she didn't remember Serena's skin ever looking this tan & healthy. She looked better than ever, but she was acting like she was about to vomit or something. And her face... she was really starting to look like a different person! What the hell was going on here?

Serena turned her body so that she was laying on her side, tossing her head to make her glasses fall on the floor. Mia quickly swooped down to pick them up and out of the way. She felt Serena's forehead - it was burning up! Serena quivered weakly and looked up into her friend's eyes. For the last two years, Mia had been getting progressively thinner and more attractive. She had ceased being a reclusive hide-away artist and had started making the transition to independent party girl. It wasn't like she had changed all that much on the inside, but all the masculine attention she was getting now made Serena feel inferior every time they went somewhere together. Mia patted Serena's head. "It's going to be okay, gurl. Just relax. Just relax & breathe deeply." Serena just smiled. This was it. Time to tip the scales. Time for phase three.

With a soft, breathy moan, Serena rolled onto her back. Her hair - which had now grown down past her shoulder blades - fell in soft waves around her head. Looking up into Mia's eyes, she squinted in what looked to be terrible pain and then just sort of froze. Her body locked into position - back arched, arms straight down her sides, head tilted back, mouth open. She remained perfectly still for just a moment before slowly starting to shiver.

Mia looked down on her best friend with concern. She was fine just five minutes ago and now all of a sudden from out of nowhere, Serena was having a major seizure. Should she call someone? 911? "Oh my god, Serena. Are you okay? Come on - Cee? Cee!?"

Mia ran over to her phone in a panic, lifting the receiver to call for help. However, before she was able to punch in any digits, she heard Serena's voice calling from the sofa. "Mia - wait! Put down the phone! I don't feel bad anymore... actually I feel... really strange -"

Despite her pained visage, Serena was laughing hysterically on the inside. She really had Mia going with this one! "Oh Mia. I feel so weird. Wh - what's happening to me?"

Mia dropped the handset and spun around. Still shaking, Serena put her hand on the armrest and lifted herself to a seated position. Shaking her head, she rose from the couch altogether to stand in the middle of the room. She lifted her hand to her forehead and let out another deep breath - this one less pained and more melodious. "Oh wow. Oh wow, Mia - what's going on?"

Serena turned to look at her friend. Good, Mia's eyes were now wandering all over her body, trying to figure out what was up. Serena clenched her fists and stood up on her tiptoes, causing the muscles in her arms and legs to bunch up more tightly than her friend had ever seen them. Mia watched in amazement as Serena's limbs tightened into sleek, perfect shape. "Oh my god, Serena! Your arms! Y... your legs!"

Serena looked down in response, smiling at what she saw before raising her head again to look into Mia's eyes. Mia stared back, her face a mixture of concern and confusion. She wasn't going crazy was she? She had seen Serena's face shifting around earlier... no wonder she looked so good today. It wasn't all in her head. The reality and absurdity of the situation was slowly beginning to dawn on her. Serena was transforming... changing into someone else... right before her very eyes!

Serena started to smile. "Oh wow - Mia this is crazy!" Her arms and legs flexed again, the muscles becoming even shapelier and more pronounced beneath her flawless skin. Mia watched as Serena's pudgy legs started to shrink down. Her eyes traveled up from her bare feet to the proudly displayed calves, following the slowly developing striations of muscle as they revealed themselves on her thighs. Serena's arms mimicked the process - becoming more slender and smooth by the second. Mia was dumbfounded. "Serena - you're - you're changing somehow!"

"Changing? What do you mean - ohhh!"

Serena moaned again, increasing the flow of supercharged blood to the furthest reaches of her body. Her stomach, waist, and behind started to respond - the extra flesh and mass in each area miraculously disappearing as if into thin air. Her deepening tan and perfectly smooth skin looked even more impressive the further she moved along through the process. Mia just stood in awe, drumming her fingers against her legs in a fit of nervousness. This was too weird.

Serena moaned again, stumbling for a moment before turning to give Mia a good view of her backside. The tanktop came down just to the top of her butt to cover the upper half of her blue thong bikini. Normally she would have turned away, but now Mia couldn't help but stare right at her buddy's behind.

Mia's eyes widened as she focused in on Serena's butt. The two of them had spent a good portion of their lives together discussing the many problems that came with "being a fat ass," so she was more than shocked to see her friend's behind magically begin to tighten up. "Whoa," Serena said, reaching behind to put one hand on the top of her booty. To Mia, it was like watching some kind of age regression video. Serena's unshapely rear started to melt away, the muscles in her lower back lifting each cheek towards the sky. How could this be happening? Serena sighed again, sliding her fingers down to take a firm grip of the underside of her ass - right where it connected to her leg. Amazingly, her skin became even firmer - blending in perfectly now to match the impressive muscular fitness of her reconfigured limbs. Mia squinted and rubbed her eyes with both hands. This couldn't really be happening - right?

But it was happening, and the show just continued - Serena now panting heavily and sweating just a bit. Her ass was getting firmer and firmer by the second, lifting into two perfect half-spheres suspended weightlessly above her now powerfully slender thighs. Beads of sweat began to form on her deeply tanned flesh. Mia stuttered incomprehensibly, her fear for her friends' safety slowly giving way to excitement and curiosity about her rapidly improving physique. What the hell was going on!?

Serena spun back around, now with a huge smile on her face. She looked into Mia's eyes. "I... can't believe it! I feel - I feel fantastic!" Pausing to allow herself a moment to adjust, Serena lifted her hands up to her shoulders to begin slowly tracing them down her sides. Apparently, the fat on her stomach had all but disappeared as well - her tiny waistline looking even tinier when contrasted against her broad, womanly hips. Serena watched as Mia's eyes darted from body part to body part. With a deep breath, she cocked her hips, allowing her hands to settle on her waistline as she slumped into a semi-relaxed pose. Tossing her hair to one side, Serena just stood there casually - already starting to look like some kind of petite supermodel. She had been continually reconfiguring her body and the features on her gorgeous face until she had each element perfectly in place. Another moment of concentration allowed her lips to grow even fuller, her cheekbones even higher, and her eyes even brighter. Mia almost couldn't recognize her best friend anymore. Almost...

She had taken a brief pause to gather herself, but with another deep breath, Serena's body started to shake again. Mia watched in awe as Serena's expression changed from one of mere happiness to one of pure & utter ecstasy. Her beautiful mouth spread into a full smile, her perfect skin glistening with its own inner light. "My chest... Mia! My chest! Somethings happening! Oooohh!"

Serena giggled and looked down at her torso, raising her hands to trace upwards across her ribcage, smoothing out the sweat-soaked tank top against her rapidly slimming body. Mia was floored. Over the course of a few minutes, Serena had gone from embarrassingly pudgy to full-on fitness goddess. Her legs and arms, her stomach, ass, and back - they looked like she'd spent lifetimes in the gym trying to get them into shape. Mia would kill to have a body like that. This just wasn't making any sense at all.

Serena eyed Mia one more time, giving her a subtle wink before launching into the final - and most impressive - phase of her transformation. She gently ran her hands up the front of her shirt, pressing the soft cotton against the hardening web of muscles on her stomach and chest. Slowly, her fingers crept upwards, Mia's eyes now locked onto the movement of her best friend's hands.

"This is like some kind of crazy dream," Mia thought, feeling the first pangs of envy as she watched Serena transform into some kind of supernatural pin-up girl right in her own living room.

"Oh my god, Mia... look!"

Serena was tugging at the seams of her tank top, her eyes fixed on the center of her chest. She arched her back bringing her thumbs and forefingers up to wrap around the outer edges of her still A-cup breasts. Her body had already reshaped itself into a picture of tight, super-fit perfection - with solid curves of strong, dense muscle supporting a gentle, feminine frame. Her face was somewhat similar to what it had been, but was undeniably flawless now. With those dimples and that smile, she looked so delicate - but so powerful at the same time.

Mia stared blankly, her mind oddly hypnotized by the surreal events that were unfolding before her. She watched as her best friend since childhood blossomed into a living, breathing angel. Serena arched her spine even further, bending over backwards at her waist and thrusting her cupped chest in the air. Her fingers gripped the outsides of her breasts, pulling the fabric tightly against her slim body. Mia couldn't turn away. She watched with bated breath as Serena's nipples began to push outwards - almost coming alive under their own power.

Serena let out another soft moan, rolling her hips and tossing her long hair in rhythm with the beating of her heart. Beat by subtle beat, she pushed back further, pressing her breasts closer together. The responded by growing outwards, visibly packing on flesh with the gradual passage of time.

Mia could not believe her eyes. Flat-as-a-board Serena's boobs were actually growing! And fast!

Serena laughed now, giggling in earnest at the truly pleasurable sensations building in her expanding tits. Each beat of her heart packed on another layer of super powered flesh, each layer reawakening her dormant mental and physical powers just a bit more. She tugged at the seams of her tank top, her nipples tenting the fabric as her breasts grew. Inch by Inch, Mia watched in envy - Serena's rhythmic swaying seemingly pumping her boobs up like twin balloons. They expanded right before her eyes - from almost nothing into noticeable mounds. Mia estimated they had become full B or even C cups in just a few seconds!

Serena's fingers dimpled her flesh, pressing inwards with increasing strength against her superhuman tits. She was feeling incredible - not realizing she was subconsciously making an empathic connection with Mia. Her thoughts were stretching out across the room, and Mia was beginning to feel the subtle effects of Serena's growing arousal. Mindlessly tugging at her collar, Mia focused in on her best friend's rapidly improving body.

Her chest continued to push against the tight fabric of her tank top. Through squinted eyes, she could see Mia's jaw hanging wide open. The look on her face was so precious! Serena grunted, powering another quick burst of energy through her system. Her body had changed dramatically by this point - her waist had slimmed down to almost nothing while her hips and shoulders flared out exaggeratedly. Her shiny hair had grown to reach the small of her back, and her smooth skin was practically glowing. Strong, muscular arms and legs framed her body. Mia looked up into her friend's eyes, shocked to discover that Serena barely even looked like herself anymore. In fact, if she hadn't seen the transformation with her own eyes, Mia was certain that she would not have been able to recognize her.

After just a few short moments, the growth process began to slowly abate - Serena's hefty breasts settling into place on her ultra-petite body. The burning tingling feeling that had spread across her skin also began to dissipate. Serena's hands still clutched at the sides of her top, struggling to restrain her now enormous chest. Slowly, she released her hands, allowing the fabric to bounce back - tenting at her enlarged nipples and spanning the cavernous valley between them. She let out a soft moan, allowing her hands to come to rest on her hips. Finally tossing her head back one last time, Serena opened her eyes to look right into Mia's soul.

Without a second thought, Serena used her now-activated mental powers to lock onto Mia's mind. Instantaneously, she was flooded with readings - glimpses of Mia's confusion... her amazement... her jealousy. Serena was messing with Mia's whole sense of reality by turning into some kind of supergirl right in front of her. The deluge of competing emotions was overwhelming. Mia couldn't believe her own eyes. Would Serena be okay? She looked amazing! What luck! What was going on? Why Serena and not her?

Serena was catching snippets of Mia's internal dialogue - picking up on words and phrases now - though she had been unable to read anything but emotions just a few hours earlier. Nothing was coming in clear, but still - the words were out there in Mia's head and Serena could almost hear them as if in her own. She watched as Mia's eyes traveled slowly up and down her body... from her perfectly gorgeous face to her proudly oversized breasts to her tiny waist, wide hips, and long legs. The thoughts were moving at a million miles a minute, but through the mental haze - past all the confusion and jealousy - Serena could pick up one emotion growing stronger in her friend than any other. It wasn't bitterness or concern or confusion or envy... it was lust. Strong and unbridled lust. From her best friend?! This was definitely unexpected.

rena's Lucky Day
A regular girl discovers the secret of the
world's mightiest superheroine
By Yohashuan
PART V
:: DAY II continued ::
Serena was growing more and more accustomed to her new found superpowers, and was able to make it all the way from Venice Beach to her apartment in San Francisco in just about five minutes. Putting her clothes back on as she hovered above the cloud line, she scanned her building for any signs of Jennifer Benson (aka Hyperwoman). Nothing. Serena wasn't sure how to handle the situation. Would Jennifer be pissed off that someone else stole her formula? "I sure as hell would be," she reasoned. And as amazed and confident with her new powers as she was... the thought of an actual confrontation with the real Hyperwoman was enough to send chills up Serena's spine.

She finished pulling on her tight red V-neck tee then quickly slipped into her white Capri pants as her weightless body drifted in mid-air. She closed her eyes and ran her fingers across the fabric that stretched between her slightly oversized breasts. It was still impossible to believe that this killer big boobed, super athletic body was really hers. Spreading her arms out to her sides like a bird, Serena clenched her ass cheeks and did a quick standing loop before dropping into free-fall.

Allowing gravity to take hold of her now upside-down body, Serena felt her weight returning - savoring the sensation of her breasts and ass slowly lifting towards the ground. She twisted her body and directed herself into a controlled descent until eventually coming to a graceful stop just outside her back window. A quick flip of the latching mechanism and she was back inside.

The first thing she noticed was the clock - 12:15. Then her answering machine - There were messages. Lifting slowly up on her toes, then simply rising from the floor altogether, Serena floated over to the phone and dialed in her code. The first message was from some bill collector, the next was from Mia.

"Hey gurl, it's me. I got some news. Gimme a call."

She laughed and hovered a bit higher, tucking her legs and hugging her knees to her chest. No doubt Mia was calling to blab about the cute guy that had spent the night. "Hahaha. I've got some news for you too, gurl," Serena chuckled to herself as she straightened out, glancing down at her heaving chest. "Big news."

Serena tilted back in the air and stretched her legs, pointing her toes at the wall to make her calves bunch. Two hard balls of solid muscle rose like loaves of bread just above her Achilles tendons. She turned to face the mirror, still completely in awe of her new self. Lifting her arms above her head, she twisted into a quick pirouette, flipping gracefully backwards to land standing on the ground with her chest puffed out and her hands on her hips. Her eyes traveled down her neck to the collar of her shirt, and finally to the middle of each breast where her nipples proudly tented and stretched the thin cotton fabric. The baby tee continued down, ending just about a half foot below her breasts - leaving her tiny sculpted midriff and bellybutton bared to the world. She'd always wished for the kind of hourglass figure that would cause her shirts to dangle from her chest like that. Taking a deep breath, she watched as the cloth constricted around her torso, the bottom hem rising even higher up and away from her slender waist. She cocked her hips to the side and lifted her chin. "Amazing."

Serena looked back at the phone. If there was anyone in the world that she could talk to about her new powers, it was Mia. But should she actually tell her about the formula? Maybe she should share the formula with her? Serena looked back at the mirror, posing for herself and admiring her superhuman figure. No, she'd keep the source of her powers her secret... at least for now. Maybe she'd try to figure out some kind of "lite" version of the formula to share. Serena ran her hands down her hips, smoothing out the wrinkles in her skin-tight white cotton pants. She didn't like keeping secrets - especially from Mia - but this was no ordinary secret.

"I wonder if she's even still home," Serena said aloud as she reached over and lifted the receiver. "Oh wait..." She smiled and turned to face the South wall of her living room. Concentrating for a moment, Serena watched as the brick and mortar melted from view, her vision telescoping all the way across town... and all of sudden there was Mia - standing at her kitchen counter preparing a late breakfast. Serena laughed. This was so cool. Dialing her friend's number, she brought the phone to her ear and watched from miles away as Mia put down her utensils and spun around to pick up the phone on her counter.

"Hello?"

"Hey Mia, how's it going?"

"Wh... Serena? Wow, you sound different. You got allergies or something?"

Serena hadn't even considered that her voice must have changed as much as the rest of her. She cleared her throat and consciously brought her voice back to 'normal,' trying to play it calm. "Yeah... 'or something.' So I got your message. What's the news?"

"Oh my god! Serena, you know that cute guy that always comes into the store when I'm working?"

"Of course. You only talk about him every day!"

"Ya. Well his name is Marcus, and anyway he came into the store again yesterday right as I was getting off my shift and he totally asked me out for drinks! We went to that new bar that opened up across from Club Six - I forget the name - and anyway he's 27, from London, and he DJs and makes music. He also works as some kind of research assistant or something. Anyway, he's like a TOTAL gentleman - opening doors, buying drinks... the works. And that accent! Oooooh!"

"Wow, that's awesome!" Serena tried to sound interested and excited. Truthfully though, she was getting impatient. She used to live vicariously through Mia's boy stories, but Serena actually had something much more important to talk about this time.

"Hey Mi-Mi, I don't really have a lot of time right now. You're not working today, are you?"

"Nope, why?"

"I wanted to get together. I got something to show you. You busy?"

"Right now? Not really."

"Cool. I'll be over in like fifteen, okay?"

"Sure okay. See ya in a few."

"Alright, See ya. Oh... and by the way, you might want to turn around... your breakfast is burning."

"Huh?"

"Bubye!"

Serena hung up the phone laughing and watched from across town as Mia paused, turned around, and started frantically scrambling to unplug her toaster. Fishing the charred mess out with a plastic fork, Mia scratched her head. How did Serena know? Weird.

...

Giggling, Serena twirled around and hovered into the kitchen, opening her pantry to check on the batch of super-serum. Still there. It had been over four hours now since she drank that tiny dose and she didn't feel any less powerful. She turned and flexed her bicep, watching as a baseball sized rock of solid muscle emerged. Shaking her head in amazement, she released her fist and allowed her arm to slim back down to its original lithe and graceful shape. Yup, her mind and body still felt incredible and all her super powers remained intact. How long did this stuff last?

Serena turned her head to the ceiling, peering through the floors up to Jennifer Benson's loft. The place looked exactly the same as it did this morning. With a rush of adrenaline, she remembered her mental abilities and quickly scanned through the entire apartment. She looked through Jennifer's drawers and closets in an attempt to find any clues about the formula. Nothing. In fact, there was absolutely nothing there that would give away anything about her secret identity. No hidden costume in the closet. No news clippings, super-computers, or any sorts of crime-fighting equipment. Nothing. Looked like your normal, average apartment.

She scanned the apartment again, now noting the absence of almost anything with a name on it. Where were Jennifer's bills? Why couldn't Serena find a single handwritten note? There had to be some explanation for it. Maybe Jennifer kept her personal stuff and the super-juice at another location. The apartment looked "lived-in," but maybe the whole Jennifer Benson identity was just some elaborate set-up. "There's obviously a lot more going here than meets the eye."

Serena shook her head again and turned to face herself in the mirror. "God damn you look incredible," she thought. She then turned to look into her kitchen pantry at her secret formula. "But just what the hell is this stuff? What did I get myself into?"

Turning back to her reflection, Serena's eyes followed the lines of her perfect figure. This formula... it was like something out of her wildest dreams - but there were so many unanswered questions. How did it work? Such a simple combination of chemicals shouldn't give someone superpowers. Heck, nothing should give someone superpowers! And when would the stuff start wearing off? She didn't feel any weaker or less super. If anything, she felt even stronger than in the beginning. And she was slowly getting the feeling that these powers were just becoming more and more a part of her as time went on.

Serena faced herself and stood up straight, folding her arms across her chest to push her impressive breasts into one another. It was just amazing the way her tight little body responded to movement - tightening and relaxing the supercharged muscles as she moved from pose to pose. She was starting to get accustomed to the new Serena, realizing that there was really no way for her to turn back the clock. Her fate had been dramatically and permanently changed and she needed to move forward from here.

She needed answers. She needed information about the formula, her powers, and their limitations. And there was only one person that could help her. Hyperwoman. Serena realized that she needed to not only admit to Jennifer that she had taken her formula, but that she needed answers that only she could provide. She prayed that Hyperwoman would be understanding, not confrontational. Unfortunately, there was just no way to predict.

...

For now, though, Serena had a date with her best friend. It was time to show off. As she went to her closet, she thought about just how she'd reveal herself. Mia probably wouldn't even recognize her if she floated into her living room looking the way she did now. Nah, Serena decided that she was going to have a little fun with this.

She zipped over to her closet, pulling out a tight white tank top, a pair of jeans and her favorite green long sleeve t-shirt. The outer clothes would be baggy and ill-fitting on her new body, but that was okay... she had a plan. Walking over to her backpack, she pulled out her blue bikini bottoms then laid all the clothes out on her bed. She laughed out loud - this was going to be so much fun!

The plan was to shoot over to Mia's house dressed normally then transform back into "regular Serena" while still outside. She'd ring the bell and enter the apartment like nothing was different, letting Mia blab away about her love life for a few minutes. During the conversation she'd slowly begin transforming bit by bit until Mia noticed. "I can't wait to see her reaction," she laughed. She'd go really slowly until Mia said something, and then she'd kick it in really fast... going full-on super right before her eyes.

Serena couldn't wait to see what Mia did when she revealed her amazing physical beauty. She really couldn't wait to see what Mia did when she showed her all her superpowers! But then she wondered what kinds of questions Mia would ask and whether or not she was ready to answer them. She didn't want to share the formula just yet, so she figured she'd take the easy way out... just tell Mia that she only had enough of it for one dose - that she'd try to figure out how to make more but that she just didn't know how to do that yet. Serena looked to the batch of serum in her pantry, then at herself again in the mirror. Maybe one day she'd share - just not today. Not yet.

...

In a flash of super speed, Serena removed her new clothes, folded them neatly in the bag, then put on her blue bikini bottoms, the tight white tank top, and then the old shirt and pants layered over top. Though still superhumanly beautiful, her reflection was almost clown-like - she was practically swimming in her clothes. She lifted her hands to pull her hair back, cocking her hips and puckering her lips at her reflection. "This is it," she thought as she braced herself for her physical transformation.

With a determined stare, she started to concentrate on reshaping her body. Almost immediately, her arms, legs, and stomach started to bulge. Her hair lost its luster, shrinking in length until it hung about an inch above her shoulders. Likewise, her breasts and ass began to lose their superhuman shape - making the transition back to their original state. She watched, feeling oddly detached from herself, as her face and skin began to revert back to 'normal'. Feature by feature, bit by bit, Serena continued her metamorphosis until a few moments later; she was staring at the same old reflection in the mirror that she had grown up with. Her lips curled into a disapproving frown.

But the strange buzzing sensation was still present in her blood. In fact, it seemed to be even more noticeable now that her body had reverted back to its original state. Though she outwardly resembled the same Serena Agbayani that her friends and family knew, on the inside she still felt like a brand new woman. The powers weren't 'turned on' at the moment, but she could feel them bubbling just beneath the surface.

As if to test herself, Serena knelt down next to her bed, rolled up her sleeve, and grasped the frame in her left hand. At first, she was unable to lift the mattress - but almost instantaneously, she felt the buzzing in her arm growing more intense. And as the buzzing grew so did her strength, until just a moment later, she was holding her bed effortlessly over her head. A quick check of her reflection confirmed that she still looked like regular Serena (though she saw that her flexed arm did display a bit more definition than it used to). Now smiling, she bent over and placed the furniture back down on the floor.

Running another quick test, Serena tried to access her flight powers. She spread her arms out to her sides and stood up on her tiptoes. Soon, the feverish burning started to spread from deep within her chest into her outer extremities. At first excited to feel gravity releasing its hold on her body, her excitement quickly turned to disappointment as she saw her reflection transforming back into her super-self. Releasing her clenched muscles to remain in her 'mortal' form, she stood back down on the floor. She was starting to figure out that she could access her superhuman abilities no matter what she looked like - but that a really vigorous use of her powers could trigger an unwanted transformation. Maybe with a little practice, she could learn to use all her powers while still posing as a 'regular girl.' Maybe not. Either way, she realized, this problem would definitely require her continued attention.

Double checking to be sure she still had her wallet and keys, Serena zipped up her bag and slung it over her shoulder. She stepped into her hi-tops then reached over and put on her pair of glasses, sliding them into place on the bridge of her nose. Her eyes immediately adjusted themselves to clear the blurriness. Though it would have been easy to charge up and fly over to Mia's place in no time, she wanted to test the limits of her abilities while still in 'normal' mode. So she looked herself over in the mirror one last time to confirm her plainness, and then walked out the door.

...

The street was packed with people - many of them on lunch break - as Serena skipped down the steps of her building. Her super senses were not activated, but she could still feel them smoldering just beneath the surface. With a quick squint of concentration, she counted the 138 people walking down her block. She counted the cracks in the sidewalk and the number of bricks on the building across the street. Though she now looked no different from anyone else on the street, it still inspired such a feeling of confidence to make her brain race like that.

Continuing her mental gymnastics as she made her way down the block, Serena noticed that she was no longer able to 'tune in' to the emotions of random folks as she passed them by. No doubt this was another byproduct of her decision to revert back to 'normal.' Nevertheless, she was confident that ability would return as soon as she activated herself.

It took a few minutes (minutes that seemed like hours) for Serena to finally turn the corner onto an almost deserted residential stretch of 15th Street. Finally free from the crowd, she would now be able to use her super speed to get to Mia's house. Quickly checking behind her to insure that the coast was clear, she crouched down and filled only her calves, thighs, and ass with super-energy. Though still in sweatpants, she could feel the hard, powerful muscles rising up beneath the taut skin of her legs. "God damn that feels great," she muttered - running her hand over her thick, steel-hardened thigh.

Lifting up onto the balls of her feet, Serena prepped herself for a super-speed run. She drew her arms behind her and bent her knees, only to be interrupted by the sound of someone's front door closing a little ways behind her. Turning back, Serena watched as two little boys - they couldn't have been any older than 11 or 12 - and an even younger little girl burst onto the sidewalk. The boys were running and laughing with one another as the girl struggled to catch up.

One of them called out to the little girl from mid-run. "Hey Amy, last one to the mailbox has to clean the room! Come on, loser! Why are you so slow?"

The little girl just shook her head. "Shut up, Randy. You guys are only faster 'cause you're older."

"No - it's ‘cause you're a giiiiiiiiiiiiiiiirl!" The two boys burst into hysterical laughter, slapping each other five. They then started running as fast as they could, tearing right by Serena as she watched the scene unfold. The little girl, already panting from exhaustion, finally slumped down on her haunches a few yards away.

"Stupid jerks," she muttered to herself as she wiped the sweat from her brow. Serena turned back to see the two boys now jogging backwards, laughing and pointing at their little sister.

Serena smiled and turned to the girl, her legs still throbbing with superpower. "What's the matter sweetheart?"

The girl turned her head to face the average-looking Asian girl. "Those stupid boys think they're better at everything just because they're boys. I'm always getting to get stuck doing the chores. It's not fair!"

As if on cue, her older brothers let out a chorus of "nyaa-nyaa-nyaa-nyaa" from half a block away. One of them was moonwalking his way to the corner; the other was crawling on all fours. Serena just smiled.

"You know, they haven't made it to the mailbox yet," she told the little girl as she reached down and extended her hand. The girl looked up quizzically then put her hand in Serena's.

Lifting the girl from the stoop and cradling her in her arms, Serena turned back to give the two boys a determined stare. "Hang on tight, honey," she said as she crouched down with tensed legs.

The boys stopped and scratched their heads, wondering what their sister was doing with that lady. They watched as she lifted her into her arms and turned to face them. Something didn't seem right. The bigger of the two turned around and started pacing slowly to the mailbox. The other one just continued staring.

Serena focused inward, regathering the energy in her legs for just a moment before springing into a superpowered sprint. Suddenly she was just a blur, carrying the little girl as she blasted down the sidewalk. Before the boys even understood what was going on, a familiar voice called out from behind them. It was Amy, their little sister. And she was - already sitting on top of the mailbox? How the heck did that happen? And where did that lady go?

The girl was giggling enthusiastically. "First!" she called out to them. The boys just scratched their heads. For once, one of them would have to clean the room and she'd get to watch cartoons. "Thanks lady!" she yelled out - but Serena was already long out of earshot.

...

With a smug smile, Serena darted through the city streets. Her legs pumped and churned like engine pistons, carrying her petite little body at speeds almost too fast to see. Just a few twists and turns later she was standing outside Mia's flat in the Richmond District. The thick fog made the air noticeably cooler, but even in her unpowered form, Serena found she was relatively unaffected by the chill.

As soon as she came to a stop she felt her legs sort of deflate, the supercharged muscles once again reverting back to their normal size. Her jeans adjusted their fit - loosening their grip on her thighs and tightening around her waist. Fixing her hair and glasses as she checked her reflection in the window, Serena became confident that Mia wouldn't be able to tell anything was different. She peered up through the wall to make sure her friend wasn't in the bathroom or anything, and then rang the buzzer.

Mia's voice crackled through the intercom. "Hello?"

"Hey, it's me. I'm downstairs."

"Jesus that was fast!"

The door buzzed and Serena entered the building, skipping lightly up the three flights of stairs before pushing through the half opened door. Mia called out from the kitchen. "In here!"

Serena entered into the apartment, gingerly stepping over the piles of clothes and art supplies that littered her best friend's living room. Mia's place was furnished sparingly - aside from the kitchen table and living room couch, there was almost no furniture outside of her bedroom. Finished paintings and half covered canvases littered the entire place. Serena shook her head and rolled her eyes at the mess, clearing a path with her feet into the kitchen.

"What up Mi-Mi!"

"What up Cee-Cee!"

Mia was dressed in her painting clothes - splattered corduroy overalls with a long-sleeve thermal underneath. Her shoulder-length black hair bounced around her head as she ran across the kitchen to hug her friend hello. As upbeat and enthusiastic as ever, the pretty Chinese girl immediately launched into a diatribe about last night's big date with London-DJ-boy.

"Sooooooo. Last night. Where do I begin?"

Serena laughed, walking over to grab herself a drink from the fridge. She was fighting the urge to just explode into Super-Serena right then and there, and instead forced herself to feign interest in Mia's story.

Mia began. "Well you know how for the last three months this cute white boy has been coming into the store at random times but not really buying anything? Anyway, starting last week or so I started to suspect something was up, so I started trailing him around (not letting him see me of course). He'd like pick up a shirt here or a pair of pants there, but it was pretty obvious by the way he just sort of milled around that he wasn't there for the clothes. Of course, I figured he was just hanging around trying to get a good look at that ho Gina (you know - the punk rock chick who’s always in fishnets and a miniskirt?). Anyway, so last night I'm following him around the floor wondering why he isn't on the other side of the store where Gina is, when all of a sudden, he turns around and looks me right in the eyes!"

Serena finished pouring her glass, turning around to lean against Mia's countertop. She smiled to herself and just waited. Mia continued.

"So he turns around and looks me in the eyes and just smiles. I hadn't noticed until then how tall he was - he must've been at least 6'2. I'm trying to play it cool, but on the inside I'm totally going ballistic! Then he says 'hi, do you think you could give me a hand?' and he's got the sexiest accent! I'm practically stuttering but I'm like 'sure, you wanna try on those pants?' And he's like 'not particularly, but I would like to take you out for dinner if you're available.' Just like that! Totally smooth! I'm completely shocked, having already pegged him for one of Gina's boy toys, but of course I'm like 'uh - yeah!'"

Serena chuckled in response, deciding that this would be as good a time as any to start her show. Mia didn't suspect a thing. Boy was she in for a huge shock! Serena concentrated for a moment, reminding herself to go slowly at first, and slowly cleared the blemishes from her face. One by one, the few tiny red marks blended in with the rest of her skin - becoming all but invisible. She then shook her head, growing hair out just about half an inch.

Mia, still wrapped up in her own story, didn't notice a thing. "I couldn't believe it," she continued, "here I'd been following this guy around for months thinking he was stalking someone else, when he'd really been stalking me! So of course I said yes and he's all 'so when do you get off work?' and I'm all 'you mean tonight!?' and he's like 'yeah tonight. Tomorrow might never come.' And I'm thinking 'where does he get these lines?' but he's so cute and he's asking me out! So I figure I can deal with a little cheese because he seemed like more of a shy boy than some arrogant jerk, and I'm like 'I get off in five minutes!' So he offers to take me out for drinks right there!"

"Oh yeah?" Serena replied with a smile, quietly adjusting her teeth into a perfectly straight line. With an extra squint of concentration, she made her lips puff out a bit and grew her hair another inch or so. Mia remained oblivious.

"Yeah, so he goes across the street to the café and waits for me to get off, then he comes back and introduces himself. His name's Marcus, he says, and he came to SF from London a few months ago on some research grant. Some sort of collaboration between the US & Britain over in Livermore. Anyway, he's also a hip-hop DJ he says - and I'm just floored right there because you know I have a thing for nerds and a thing for DJs - and this guy's like both wrapped up in one! Plus he's a cutey!"

Serena smiled politely; reshaping her eyes and nose just a bit and slimming down her cheeks and neck. Her senses were starting to improve, making the room seem a bit brighter and the sounds a bit more clear. "Yeah? Go on," she said. She wanted to test just how long her friend could blab before noticing. Mia actually seemed to do a slight double take, taking a moment before launching into the next part of her speech.

"So yeah, then I ask where his car is and he says it's in the garage on O'Farrell but that he knows a really cool place that just opened up closeby and maybe we should just walk over there and have a drink or two. Of course I agreed because - as you know - I'm always up for checking out the new spots."

Serena nodded in agreement, growing her tresses out another inch or so. She leaned back against the countertop, bringing her hand up to comb through her hair. "Come on, Mia," she thought impatiently, "you don't notice anything?" As usual, Mia was too busy talking about herself to pay attention to anything else. She continued her speech, waving her fingers in the air and punctuating her sentences with exaggerated hand movements. Frustrated, Serena reached up to comb a strand of hair from her face, deepening the pigmentation of her skin just a bit to make her perfect tan even more noticeable. A quick glimpse at her reflection in Mia's kitchen window confirmed that the changes were indeed taking place. It was just Mia being dense that kept her from being noticed. Serena rolled her eyes, deciding she needed to step it up a notch.

Mia just rambled on. "So we walk down Market over to 6th . Now I'd never go down there by myself - not with all the crackheads and stuff - but I was with a big guy, so I wasn't worried. Besides, I was on pins and needles just from being nervous, so I'd have probably agreed to go anywhere with him if he'd asked."

Serena just smiled, stretching her arms above her head in a mock yawn. Another shake of her head turned her hair a shade lighter and another inch longer. Her lips puffed out just a bit more, and her nose and eyes shifted themselves into their ideal position. Another layer of baby fat melted away from her cheeks, chin, and neck leaving her features looking smooth and perfectly sculpted. Mia quickly glanced at her friend then snapped her neck back to stare. All of a sudden, she got very quiet. She looked confused.

"Umm - Serena - you look - you look different somehow."

Serena gave a half smile. "Oh yeah. I got my hair done yesterday." She bobbed her locks up and down for emphasis. Mia didn't even bat an eye.

Mia replied "no, that's not it... I don't think. It's something else. I mean - you really don't look like yourself."

Serena feigned confusion, forcing her hair to grow yet another half inch longer. Shrugging her shoulders, she concentrated on correcting her features even more. Mia's jaw dropped as her eyes darted across her friend's face. Since when has Serena been this pretty? And did she really just see her nose shrink?

Serena continued playing along, deciding it was time to implement phase two of 'Operation Freak Mia Out'. Bringing her hand up to wipe it across her forehead, she wrinkled her brow and addressed her friend. "You know, now that you mention it, I do feel a little weird. Is it hot in here? Maybe you could open a window?"

Mia walked over to the far wall and pulled her curtains apart, pushing the window open just a touch. Serena followed, now activating the superpowers in her blood just the tiniest bit. No specific outward changes were immediately noticeable - but she seemed to take on a healthier glow.

Moving into the living room, Serena plopped down on the couch. She started fanning herself and wiping her brow, doing her best to set the mood. "Wow yeah, it is really hot in here," she noted. Mia disagreed. "Cee, it is not hot in here at all. I mean - I'm freezing with this window open. What's going on? Are you sure you're okay?"

"Yeah, I mean - I think so -" Serena's voice trailed off as she leaned back onto the couch. Faking a hot flash, she activated the serum in her system just a bit more. Her skin almost seemed to take on a shiny reflective quality. "Yeah - I'm really feeling warm. I dunno - maybe I should take this heavy long sleeve shirt off." She sat up on the sofa, doing her best to suppress a wicked smile, and lifted her shirt up and over her head to leave her in just a white tanktop. Though she had already made some significant modifications to her face, the shape of her body remained basically unchanged. Her skin was a little darker than usual, but nothing for Mia to gawk at. Yet.

A concerned look came over Mia's face. "Hey, lay back okay? Lemme get you a glass of water. You want a Tylenol or something?"

"Yeah, thanks." Serena arched her back and brought her hand to her forehead. She faked a soft moan of discomfort as she shifted positions, peering through squinted eyes at her friend as she rummaged through the medicine cabinet. Mia called out to her. "You think its food poisoning? Did you eat or drink anything weird?"

Serena smiled to herself, grunting a "no" as she clutched her stomach in mock agony. Her hair developed a few streaks of light brown, but otherwise remained unchanged as she waited for Mia's return before making any other improvements. In just a few seconds, Mia came back holding a glass and a pair of aspirin. "Here you go, Cee."

Serena furrowed her brow and moaned again, reaching up to take the glass in her left hand. She reached out, feigning weakness, and grasped at it - only to let it spill onto the floor as her hand went limp. "Oh my god, I'm so sorry," she said. Mia just hushed her and knelt down to pick up the cup, grabbing a nearby towel to wipe up the mess.

"Geez, I've never felt this warm before in my life," Serena exclaimed, slumping back on the couch and fanning herself profusely. "I... I'm sorry Mia... I'm just burning up. I need to take off another layer..."

Serena leaned back against the cushions, reaching down to unbutton her jeans, and lifting her legs to slide her pants down around her feet - leaving her in just her white tank top and the blue bikini bottoms. Mia did a momentary double take - she didn't remember Serena's skin ever looking this tan & healthy. She looked better than ever, but she was acting like she was about to vomit or something. And her face... she was really starting to look like a different person! What the hell was going on here?

Serena turned her body so that she was laying on her side, tossing her head to make her glasses fall on the floor. Mia quickly swooped down to pick them up and out of the way. She felt Serena's forehead - it was burning up! Serena quivered weakly and looked up into her friend's eyes. For the last two years, Mia had been getting progressively thinner and more attractive. She had ceased being a reclusive hide-away artist and had started making the transition to independent party girl. It wasn't like she had changed all that much on the inside, but all the masculine attention she was getting now made Serena feel inferior every time they went somewhere together. Mia patted Serena's head. "It's going to be okay, gurl. Just relax. Just relax & breathe deeply." Serena just smiled. This was it. Time to tip the scales. Time for phase three.

With a soft, breathy moan, Serena rolled onto her back. Her hair - which had now grown down past her shoulder blades - fell in soft waves around her head. Looking up into Mia's eyes, she squinted in what looked to be terrible pain and then just sort of froze. Her body locked into position - back arched, arms straight down her sides, head tilted back, mouth open. She remained perfectly still for just a moment before slowly starting to shiver.

Mia looked down on her best friend with concern. She was fine just five minutes ago and now all of a sudden from out of nowhere, Serena was having a major seizure. Should she call someone? 911? "Oh my god, Serena. Are you okay? Come on - Cee? Cee!?"

Mia ran over to her phone in a panic, lifting the receiver to call for help. However, before she was able to punch in any digits, she heard Serena's voice calling from the sofa. "Mia - wait! Put down the phone! I don't feel bad anymore... actually I feel... really strange -"

Despite her pained visage, Serena was laughing hysterically on the inside. She really had Mia going with this one! "Oh Mia. I feel so weird. Wh - what's happening to me?"

Mia dropped the handset and spun around. Still shaking, Serena put her hand on the armrest and lifted herself to a seated position. Shaking her head, she rose from the couch altogether to stand in the middle of the room. She lifted her hand to her forehead and let out another deep breath - this one less pained and more melodious. "Oh wow. Oh wow, Mia - what's going on?"

Serena turned to look at her friend. Good, Mia's eyes were now wandering all over her body, trying to figure out what was up. Serena clenched her fists and stood up on her tiptoes, causing the muscles in her arms and legs to bunch up more tightly than her friend had ever seen them. Mia watched in amazement as Serena's limbs tightened into sleek, perfect shape. "Oh my god, Serena! Your arms! Y... your legs!"

Serena looked down in response, smiling at what she saw before raising her head again to look into Mia's eyes. Mia stared back, her face a mixture of concern and confusion. She wasn't going crazy was she? She had seen Serena's face shifting around earlier... no wonder she looked so good today. It wasn't all in her head. The reality and absurdity of the situation was slowly beginning to dawn on her. Serena was transforming... changing into someone else... right before her very eyes!

Serena started to smile. "Oh wow - Mia this is crazy!" Her arms and legs flexed again, the muscles becoming even shapelier and more pronounced beneath her flawless skin. Mia watched as Serena's pudgy legs started to shrink down. Her eyes traveled up from her bare feet to the proudly displayed calves, following the slowly developing striations of muscle as they revealed themselves on her thighs. Serena's arms mimicked the process - becoming more slender and smooth by the second. Mia was dumbfounded. "Serena - you're - you're changing somehow!"

"Changing? What do you mean - ohhh!"

Serena moaned again, increasing the flow of supercharged blood to the furthest reaches of her body. Her stomach, waist, and behind started to respond - the extra flesh and mass in each area miraculously disappearing as if into thin air. Her deepening tan and perfectly smooth skin looked even more impressive the further she moved along through the process. Mia just stood in awe, drumming her fingers against her legs in a fit of nervousness. This was too weird.

Serena moaned again, stumbling for a moment before turning to give Mia a good view of her backside. The tanktop came down just to the top of her butt to cover the upper half of her blue thong bikini. Normally she would have turned away, but now Mia couldn't help but stare right at her buddy's behind.

Mia's eyes widened as she focused in on Serena's butt. The two of them had spent a good portion of their lives together discussing the many problems that came with "being a fat ass," so she was more than shocked to see her friend's behind magically begin to tighten up. "Whoa," Serena said, reaching behind to put one hand on the top of her booty. To Mia, it was like watching some kind of age regression video. Serena's unshapely rear started to melt away, the muscles in her lower back lifting each cheek towards the sky. How could this be happening? Serena sighed again, sliding her fingers down to take a firm grip of the underside of her ass - right where it connected to her leg. Amazingly, her skin became even firmer - blending in perfectly now to match the impressive muscular fitness of her reconfigured limbs. Mia squinted and rubbed her eyes with both hands. This couldn't really be happening - right?

But it was happening, and the show just continued - Serena now panting heavily and sweating just a bit. Her ass was getting firmer and firmer by the second, lifting into two perfect half-spheres suspended weightlessly above her now powerfully slender thighs. Beads of sweat began to form on her deeply tanned flesh. Mia stuttered incomprehensibly, her fear for her friends' safety slowly giving way to excitement and curiosity about her rapidly improving physique. What the hell was going on!?

Serena spun back around, now with a huge smile on her face. She looked into Mia's eyes. "I... can't believe it! I feel - I feel fantastic!" Pausing to allow herself a moment to adjust, Serena lifted her hands up to her shoulders to begin slowly tracing them down her sides. Apparently, the fat on her stomach had all but disappeared as well - her tiny waistline looking even tinier when contrasted against her broad, womanly hips. Serena watched as Mia's eyes darted from body part to body part. With a deep breath, she cocked her hips, allowing her hands to settle on her waistline as she slumped into a semi-relaxed pose. Tossing her hair to one side, Serena just stood there casually - already starting to look like some kind of petite supermodel. She had been continually reconfiguring her body and the features on her gorgeous face until she had each element perfectly in place. Another moment of concentration allowed her lips to grow even fuller, her cheekbones even higher, and her eyes even brighter. Mia almost couldn't recognize her best friend anymore. Almost...

She had taken a brief pause to gather herself, but with another deep breath, Serena's body started to shake again. Mia watched in awe as Serena's expression changed from one of mere happiness to one of pure & utter ecstasy. Her beautiful mouth spread into a full smile, her perfect skin glistening with its own inner light. "My chest... Mia! My chest! Somethings happening! Oooohh!"

Serena giggled and looked down at her torso, raising her hands to trace upwards across her ribcage, smoothing out the sweat-soaked tank top against her rapidly slimming body. Mia was floored. Over the course of a few minutes, Serena had gone from embarrassingly pudgy to full-on fitness goddess. Her legs and arms, her stomach, ass, and back - they looked like she'd spent lifetimes in the gym trying to get them into shape. Mia would kill to have a body like that. This just wasn't making any sense at all.

Serena eyed Mia one more time, giving her a subtle wink before launching into the final - and most impressive - phase of her transformation. She gently ran her hands up the front of her shirt, pressing the soft cotton against the hardening web of muscles on her stomach and chest. Slowly, her fingers crept upwards, Mia's eyes now locked onto the movement of her best friend's hands.

"This is like some kind of crazy dream," Mia thought, feeling the first pangs of envy as she watched Serena transform into some kind of supernatural pin-up girl right in her own living room.

"Oh my god, Mia... look!"

Serena was tugging at the seams of her tank top, her eyes fixed on the center of her chest. She arched her back bringing her thumbs and forefingers up to wrap around the outer edges of her still A-cup breasts. Her body had already reshaped itself into a picture of tight, super-fit perfection - with solid curves of strong, dense muscle supporting a gentle, feminine frame. Her face was somewhat similar to what it had been, but was undeniably flawless now. With those dimples and that smile, she looked so delicate - but so powerful at the same time.

Mia stared blankly, her mind oddly hypnotized by the surreal events that were unfolding before her. She watched as her best friend since childhood blossomed into a living, breathing angel. Serena arched her spine even further, bending over backwards at her waist and thrusting her cupped chest in the air. Her fingers gripped the outsides of her breasts, pulling the fabric tightly against her slim body. Mia couldn't turn away. She watched with bated breath as Serena's nipples began to push outwards - almost coming alive under their own power.

Serena let out another soft moan, rolling her hips and tossing her long hair in rhythm with the beating of her heart. Beat by subtle beat, she pushed back further, pressing her breasts closer together. The responded by growing outwards, visibly packing on flesh with the gradual passage of time.

Mia could not believe her eyes. Flat-as-a-board Serena's boobs were actually growing! And fast!

Serena laughed now, giggling in earnest at the truly pleasurable sensations building in her expanding tits. Each beat of her heart packed on another layer of super powered flesh, each layer reawakening her dormant mental and physical powers just a bit more. She tugged at the seams of her tank top, her nipples tenting the fabric as her breasts grew. Inch by Inch, Mia watched in envy - Serena's rhythmic swaying seemingly pumping her boobs up like twin balloons. They expanded right before her eyes - from almost nothing into noticeable mounds. Mia estimated they had become full B or even C cups in just a few seconds!

Serena's fingers dimpled her flesh, pressing inwards with increasing strength against her superhuman tits. She was feeling incredible - not realizing she was subconsciously making an empathic connection with Mia. Her thoughts were stretching out across the room, and Mia was beginning to feel the subtle effects of Serena's growing arousal. Mindlessly tugging at her collar, Mia focused in on her best friend's rapidly improving body.

Her chest continued to push against the tight fabric of her tank top. Through squinted eyes, she could see Mia's jaw hanging wide open. The look on her face was so precious! Serena grunted, powering another quick burst of energy through her system. Her body had changed dramatically by this point - her waist had slimmed down to almost nothing while her hips and shoulders flared out exaggeratedly. Her shiny hair had grown to reach the small of her back, and her smooth skin was practically glowing. Strong, muscular arms and legs framed her body. Mia looked up into her friend's eyes, shocked to discover that Serena barely even looked like herself anymore. In fact, if she hadn't seen the transformation with her own eyes, Mia was certain that she would not have been able to recognize her.

After just a few short moments, the growth process began to slowly abate - Serena's hefty breasts settling into place on her ultra-petite body. The burning tingling feeling that had spread across her skin also began to dissipate. Serena's hands still clutched at the sides of her top, struggling to restrain her now enormous chest. Slowly, she released her hands, allowing the fabric to bounce back - tenting at her enlarged nipples and spanning the cavernous valley between them. She let out a soft moan, allowing her hands to come to rest on her hips. Finally tossing her head back one last time, Serena opened her eyes to look right into Mia's soul.

Without a second thought, Serena used her now-activated mental powers to lock onto Mia's mind. Instantaneously, she was flooded with readings - glimpses of Mia's confusion... her amazement... her jealousy. Serena was messing with Mia's whole sense of reality by turning into some kind of supergirl right in front of her. The deluge of competing emotions was overwhelming. Mia couldn't believe her own eyes. Would Serena be okay? She looked amazing! What luck! What was going on? Why Serena and not her?

Serena was catching snippets of Mia's internal dialogue - picking up on words and phrases now - though she had been unable to read anything but emotions just a few hours earlier. Nothing was coming in clear, but still - the words were out there in Mia's head and Serena could almost hear them as if in her own. She watched as Mia's eyes traveled slowly up and down her body... from her perfectly gorgeous face to her proudly oversized breasts to her tiny waist, wide hips, and long legs. The thoughts were moving at a million miles a minute, but through the mental haze - past all the confusion and jealousy - Serena could pick up one emotion growing stronger in her friend than any other. It wasn't bitterness or concern or confusion or envy... it was lust. Strong and unbridled lust. From her best friend?! This was definitely unexpected.