Lois Lane walked beside Superman through the gallery of the Fortress of Solitude. They had been discussing power theft for some time back in Metropolis. He had invited her to see some of the devices and artifacts he had accumulated over the years, taken from villains who had tried to steal his powers. As they strolled among the artifacts, Superman picked up a smooth crystal pebble.

“This crystal was supposed to duplicate superpowers and grant them temporarily to the holder,” he explained. “But when the guy tried to use it against me, it did nothing. The scientists at STAR Labs put it through every test they could think of and they found nothing. Well, except this…”

He closed his hand and squeezed the pebble with all his might. As he opened his hand, the pebble was still intact.

“Seemingly indestructible,” he concluded.

Lois’s eyes lit up with curiosity and something deeper. “Could we try it? Just for fun?”

Superman gave a soft, knowing chuckle. He understood exactly what she was asking for. For years Lois had longed for powers so she could stand beside him as an equal. Part of him wanted it, too. But he had seen too many ordinary people corrupted by sudden power, and a more selfish part of him simply didn’t want to lose the role of her protector. Because of all this, he had covertly made sure she never got the chance at powers.

Still… this pebble was almost certainly harmless.

“Alright,” he said at last, a reluctant smile touching his lips as he handed it to her. “Just for fun.”

Lois held the crystal in both her hands, almost reverently. Superman remembered the activation incantation from his encounter and slowly, carefully, recited the arcane words aloud, each syllable pronounced with perfect, resonant clarity.

For half a second, silence.

Then the crystal ignited. A brilliant white light burst outward. Lois gasped as a deep, luxurious warmth poured from the crystal into her arms.

At the same time, Superman felt a sharp, powerful tug in his chest. His eyes widened in shock. It activated! What did I miss?

Cautious, testing his powers, he rose slightly into the air. Flight felt completely effortless. He flexed and felt the signature hum of his super strength. Relieved that his powers were intact, he focused his x-ray vision on Lois.

Dense, sculpted muscle formed along her arms and shoulders. Her waist cinched into a striking hourglass and her stomach flattened and hardened into a defined six-pack. Her hips and thighs thickened with sleek strength, and her ass rounded into firm athletic curves.

Superman watched transfixed as Lois’s breasts swelled, lifting higher on her chest with a gravity-defying perkiness. Her nipples stiffened into tight, sensitive peaks that pressed visibly against the suddenly taut, now-indestructible fabric of her blouse. Lois moaned softly and brought both hands up to cup her enlarged breasts. As she squeezed them experimentally, the hard pebble pressed firmly against one sensitive nipple. Her head fell back, eyes closed, as pure physical bliss rolled through her body.

Superman suddenly realized he was straining to maintain his x-ray vision and rubbed his eyes. When he looked again, the view began to deteriorate rapidly. Soon he could no longer see through her clothes.

Before he could even process the loss, gravity pulled at him. With rising panic he fought to stay aloft, but his flight power cut out entirely a moment later. He dropped the short distance and stumbled to one knee.

Only then did he notice the changes in his own body. His once form-fitting suit now hung loosely on his frame. The muscles in his arms and chest had diminished. He had been so completely immersed in Lois’s transformation that he hadn’t felt his own strength slipping away!

Superman looked up at Lois with concern in his eyes. What have I done?

Lois was still riding the aftershocks of pleasure. Her super-intellect flared to life, thoughts cascading at blinding speed. Her senses expanded dramatically. She could hear everything from the raging howl of the Arctic winds outside to Superman’s rapid heartbeat.

With her eyes still closed, she drew in a slow, steady breath, savoring the overwhelming flood of information. She activated her flight powers and rose effortlessly into the air. A small, satisfied smile curved her lips.

Using her newfound super-recall, she replayed the exact sequence of alien words Superman had spoken. Every syllable, every subtle nuance perfectly preserved in her memory. That might be useful later, she thought with a spark of mischief and slipped the pebble into her pocket.

Lois finally opened her eyes.

Her vision was impossibly sharp, and she instinctively understood how to use her new telescopic and x-ray abilities. She turned slowly in a full 360 in the air, scanning every corner of the Fortress of Solitude. Without really meaning to, she had read and memorized every volume in Superman’s vast library in mere seconds. Her gaze wandered curiously through his private quarters, drifting over personal belongings, many of which clearly belonged to Clark Kent. Weird…

Then she found Superman’s log books. She read them all in moments.

Pieces fell into place. The revelations hit her like a freight train.

Lois’s eyes blazed with white-hot anger as she slowly turned toward Superman.

But the man on the floor was no longer Superman. Resting on one knee in an oversized, ill-fitting Superman costume, was Clark Kent.

“All this time?! You’ve been Clark this whole time? Playing me for a fool, thinking I could never be good enough for the real you? All these years you held me back. You never trusted me with truth or with power. All I ever wanted was to be your equal, but you kept me weak and in the dark like I was some pathetic damsel who couldn’t handle the truth!”

She hovered above him, lips curled with contempt.

“You want to know why the crystal worked this time? I just read the STAR Labs report in your library. They only ever tested it with men. The villain you took it from was a man too. Oh, he was also the one claiming it duplicated powers. Maybe he was lying. Maybe he just didn’t know.”

She looked him up and down.

“It took your powers and gave them to me. A woman.”

She struck a deliberate pose as she spoke, running her hands over the curves of her new body, then dropped hard to the crystalline floor, cracking it beneath her feet.

“Serves you right to lose your powers, you smug asshole. Temporarily? I wouldn’t count on it.”

Without another word she shot upward like a missile and smashed straight through the Fortress ceiling in an explosion of ice and crystal. Clark barely had time to scramble to safety from the debris.

The Arctic wind slammed into her the moment she burst through the Fortress ceiling, but Lois barely felt the cold. She flew hard and fast, fists clenched, still seething with betrayal.

She poured on more speed.

Her body was flooded with an electric rush. God, it felt good to use these powers. Every increase in speed sent a stronger pulse of pleasure through her, raw and addictive. Faster. The air began to scream. Faster still. Mach 2… Mach 3… The harder she pushed, the better it felt.

She tried to hold on to the rage, but every surge of speed only made the heat between her legs throb harder. Soon, all Lois could think about was the pleasure. The anger was still there somewhere, but it had been pushed far into the background.

She shoved a hand between her thighs, rubbing hard as she continued accelerating. The world outside her became irrelevant. She was chasing only the rising heat.

A jagged mountain range rose ahead, black against the white sky.

Lois never saw it.

She flew straight into the solid rock at Mach 5. Stone turned to liquid and gas in an instant, boiling away around her in a tunnel of superheated vapor. The resistance was immense and delicious as she powered through, her body punching through kilometers of mountain like it was water. Her hypersensitive nipples scraped against pockets of rock that hadn’t fully liquefied yet, each rough, burning contact sending pure white lightning straight to her core.

It was too much.

She orgasmed violently mid-mountain, body locking and convulsing as the climax tore through her. Her heat vision activated involuntarily, massively increasing the power flow and driving her to an even higher peak. The sound that ripped from her throat was so loud it shattered the remaining stone around her. The entire peak exploded outward in a catastrophic blast. Wave after wave of raw pleasure wrecked her as massive chunks of the mountain rained down on top of her, burying her in a collapsing avalanche of partly molten debris.

Buried under tons of rock, still shaking with aftershocks, Lois only laughed, low and breathless and drunk on power. She lay there for a long moment, letting her breathing slow.

Then she began to rise, pushing the rocks out of her way. Frustratingly, the rush that had come with every use of her power so far was much thinner.

She broke free into the open sky and hovered in place, frowning at the sensation. Even just hovering took a little effort… but it had been effortless before.

Her powers were fading. Already?!

Panicking, she flew straight toward the Fortress.

The return trip was harder than expected. She pushed hard to reach just Mach 3, but weariness soon crept into her muscles and within minutes she dropped out of supersonic. By the time the Fortress came into view, she was shivering with cold and struggling to keep aloft. She pushed the massive doors open with trembling arms. As she staggered inside, her flight powers failed completely. She dropped the last few feet and hit the floor hard.

Lois stormed forward on foot, breathing hard. She spotted Superman and marched straight at him, pulling the crystal from her pocket.

She opened her mouth to speak the incantation… and drew a complete blank. The words were gone! Her super-recall was fading with the rest of her powers.

“No… no, I know it!” she cried.

Desperate, she pounded her fists against Superman’s chest. The blows were still strong, but nowhere near what they had been. Superman had already regained most of his powers. He simply stood there and took it.

I deserve that, he thought.

He had lied to her. He had kept her from getting powers. He had told himself it was for the better. Looking with telescopic and x-ray vision through the Fortress wall at the smoking crater where a mountain used to be, he couldn’t pretend he had been entirely wrong. The power had gone to her head. But the uglier truth remained: He had mostly been protecting the status quo, and himself.

And now he was about to restore the balance once again.

His arms wrapped around her as the last remnants of the borrowed power left her body. He pulled her close and kissed her deeply, letting the kiss linger.

When Lois came back to herself, she was still in his arms, disoriented.

“How… what happened?” she murmured. “I feel like I dozed off…”

“You got light-headed and nearly fell,” Superman said gently as he supported her. “I caught you.”

Lois gave him a small, tired smile. “Next time you want to show me alien junk, warn me it comes with a side of blackout.”

Superman held her a moment longer, one arm still around her waist. As he looked down at her trusting face, a small, private, slightly wistful smile touched his own lips.

Years since I last had to pull that one out, he thought. The old hypno-kiss to make her forget… and to smooth over another one of my mistakes.

Still got it, he thought, and the smile dropped away. Yay me.