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78.94% X-men Benvolution / Chapter 15: Hank McCoy needs help

章節 15: Hank McCoy needs help

|school hallways|

"McCoy? Are you crazy? He wouldn't do something like that." Kitty tells Kurt, against the idea of her favorite teacher wrecking the boy's bathroom.

"I'm serious, you should've seen him in chemistry. He was totally losing it and no one has seen him around since." Kurt says.

"Kurt. He's the coolest teacher we've got around here and the nicest." She replies dismissively, peering into her next classroom she's waiting in front of.

"Still worried about your geometry test?" Ben asks, having overheard the end of his two friend's conversation.

"Yeah, I'm just so not ready." Kitty replies worriedly.

"Tell you what, how about tonight I'll be your private tutor." Ben suggests.

"Are you sure you even know this stuff yourself? You haven't exactly been in school for the last two years if I remember correctly." Kitty asks Ben amused.

"Sure I do. Remember, photographic memory." Ben says, brushing a strand of hair out of her face.

"Oh, right your crab form." Kitty says recalling him telling her that.

"Well I gotta go, class is about to start, wait for me after school?" Kitty says.

"Sure." Ben agrees, giving her a quick wave before walking to his own class while Kurt heads home, having finished his courses.

About 2 hours later Ben and Kitty meet up in front of the school to walk home together.

"So, do you really think you can get me a passing grade?" Kitty asks while they are walking hand in hand through a park.

"I don't see why not. You are a very bright girl." Ben tells her, squeezing her hand reassuringly.

"Thanks." She says blushing slightly, before she notices her favorite teacher standing in an empty auditorium used for plays, talking loudly.

"Mr. McCoy?" She says surprised, making her way over to the teacher with Ben following behind her.

"Hey, Mr. McCoy is everything OK? Kurt said you disappeared from class suddenly." Kitty asks.

McCoy continues rambling on, citating from a play and walks up to Kitty, forcing her to step backwards until she's with her back against the wall.

Hey, McCoy, snap out of it." Ben says, getting in between Kitty and the confused teacher and pushing him back carefully, but Hank McCoy reacts angrily and pushes Ben to the side, making him fall to the floor, before he bounces back quickly and literally tackles the larger teacher away from Kitty, who was watching the scene with worry.

"Hey, snap out of it McCoy!" Ben says, holding the fumbling teacher down until he suddenly stops and looks at Ben with big eyes.

"Uhm, I'm sorry. I didn't mean to do that. Are you hurt?" Hank asks the two, getting up once Ben got off the teacher.

"No, we're fine. But what happened? You looked like you were in a trance?" Ben replies.

"I… I'm sorry. I have to go." The teacher replies, grasping one of his arms and leaves the auditorium with Kitty and Ben looking after him in confusion.

"What was that about?" Kitty asks.

"I don't know. But I actually had to use my four arms power to keep him down. Something tells me what just happened is not normal, as in X-gene related." Ben informs Kitty.

"But doesn't our Gene show when we're teenagers?" Kitty asks surprised.

"I don't know, maybe I'm wrong." Ben says shrugging his shoulders while he walks over to Kitty and lifts her into his arms, carrying the brunette out of the auditorium, before setting her back on her feet and wraps his arm around her shoulders.

"Are you OK? I mean he is your favorite teacher and just tried to attack you for no reason." Ben asks her concerned.

"I'm fine. I had my knight in shining armor with me afterall." She says playfully, giving Ben's cheek a kiss before leaning into his side, enjoying his warmth while they head to the Institute.

Later that day the X-men, except for Kurt are in the danger room, training with a mission simulation with Ben and Storm using their powers to simulate harsh environments, with strong winds and shaking earth while the professor is using Metal-ball like drones to attack his students, who have to run over a small ridge to an elevator for their mission.

The mission ends with Rogue lying down after getting hit by a ball to simulate an injury, with Scott picking her up and rushing towards the platform, where Kurt is helping everyone up.

An alarm then flares when Scott is almost within jumping distance of the platform and everyone is disappointed by the result.

"Time's up. Nice rescue Cyclops and good restraint Nightcrawler, with not hitting that leaver until everyone is on board. You showed impressive teamwork today." Storm says, lowering herself down while the danger room reverts back to a huge empty metal dome.

"But we failed." Scott says bummed out.

"Yeah, because Spike was supposed to have my back." Rogue says ticked off and coincidentally the last member of their team comes rolling in on his skateboard.

"Uhm, am I late?" Evan asks, seeing everyone stare at him in disappointment.

"Are you part of the team or not?" Scott scoffs, leading the others out of the danger room, past Evan.

"Way to go Evan." Jean says when she passes him.

"Oh, don't worry about gold ol' Spikey here, I'll whip in into shape." Ben tells the others, appearing next to Evan and slinging his arm around the other teens shoulder.

"What? Who said you can even do that? Aren't you just a student like us?" Evan asks nervously, still having nightmares from the payback Ben delivered on him for using Rogue and Kitty as bait for sabretooth.

"He has my permission." Storm says, following the others outside.

"Well, looks like it's just us Evan. Since you seem to not have noticed the time we need to work on your alertness." Ben tells Evan, walking about 5 feet away from him, facing the skateboarding mutant.

"O… OK." Spike says nervously.

"Good, now then I'll also be training alongside you. Your instructions for the next 20 minutes are easy. Dodge and survive." Ben tells Evan with an evil grin.

"What does that mean?" Evan asks dreadfully, taking a few steps back subconsciously.

"That means, I'm gonna disappear from sight, and shoot at you." Ben says, turning into Ghostfreak and concentrates for a second before a ball of ice floats in one hand and a smaller ball of fire in the other. Three powers at once, I haven't been able to hold onto that for very long, so take this seriously. I'll try to aim at non-lethal areas, but no promises, the longer we continue the more my concentration might slip." Ben informs Evan, who's sweating bullets while Ben and the two elemental balls disappear from sight slowly.

"Begin!" Ben says in his eerie ghostfreak voice.

After 20 minutes a sweat covered Ben and a passed-out Evan with a singed sleeve on his mission suit step out of the danger room, well Ben steps out while dragging Evan along propped over his shoulder.

He informs the professor telepathically that they are done with the danger room and delivers Evan to his room, throwing the teen into his bed.

After that he takes a quick shower and puts on new clothes before going over to his grilfriends's room, where Kitty is sitting on her bed in a pair of leggings, a sleeveless top and a ridiculous pyramid hat, basically glaring at her math book.

"Hey girls, how's it looking?" Ben asks stepping into the room.

"Well I'm fine but Kitty's kind of…" Rogue says when suddenly Kitty yells out frustrated.

"I see." Ben says chuckling lightly and joins the ponytailed girl on her bed.

"So, Kitty let's take off that ridiculous hat of yours and let me teach you properly." Ben suggests, carefully grabbing onto her hat.

"No, I need it. It stimulates brain power." Kitty says, swatting away his hand.

"Seriously?" Ben asks, looking at Rogue for her opinion and Rogue simply shrugs her shoulder.

"OK, come on Kitty. We'll go to the cave and I'll teach you." Ben says, basically dragging his girlfriend off of her bed and out her rooms door, before lifting her onto his shoulder with a pair of extra arms sprouting from his ribs, before they disappear once she's sitting on his right shoulder with Ben holding her legs in a firm grip.

Once they are down in the cave Ben build to have some privacy Kitty sits down in an empty chair.

"So, how're you going to teach me? You left my book upstairs." Kitty asks expectantly.

"That's fine, I already read through them earlier." Ben says and turns into Brainstorm, his crab like form. He concentrates for a moment, with his head popping open, before a small energy whisp rises out of his opened head and latches onto Kitty's temple.

"What is going on?" She asks weirded out when she suddenly finds herself in an empty black space.

"Just relax, this is part of the astral plane. The land of the mind, consciousness and soul." Ben tells her, appearing next to her.

"And how's that going to help me learn?" Kitty asks.

Oh, I could think of a use." Ben says and suddenly an equation and some shapes appear next to his body.

"How did you do that?" Kitty asks.

"Well that's a long story, one you don't need to know at the moment. Right now, we're going to teach you geometry, first hand." Ben says with a smirk.

Over the next hour or so Ben and Kitty stay in the astral plane with Ben teaching Kitty everything she needs to know to pass any possible test the teacher could make.

"Whoa. I feel really cramped." Kitty says when she's back in reality once Ben ends their mind connection and turns back to his human form.

"Yeah, I know what you mean." Ben says, rubbing his neck.

"Anyways, you have the necessary knowledge now. All that's left is to get you confident with it." Ben tells her, helping her up from the chair with Kitty's legs burning from a cramp.

"And how will you do that?" She asks intrigued.

"Well I have something in mind. It will both get you more confident and help you relax." Ben tells Kitty, walking around her, until he's standing behind her and slips the hat off Kitty's head.

"Come on." Ben says, taking Kitty's hand and leads her to the sort of hot tub, which actually is only a hole with water if Ben doesn't use his powers.

"The hot tub?" Kitty asks interested.

"Yep, but first. I have a multitude of geometry questions for you. Each correct answer gives you a perk." Ben tells Kitty teasingly, brushing a hand over her arm from behind.

"OK. Let's get started, first question. What's the equation to calculate a triangle's longest side?"

"Easy, A²+B²=C²." Kitty answers quickly.

"Correct. And your perk is, this." Ben says, showing her a yellow two-piece swimsuit he bought for her.

"Go on, put it on. You'll need it if you want the other perks." Ben says with a wink and sits down on a rock, while Kitty disappears in the cave, emerging 3 minutes later wearing the yellow bikini and her pyramid hat.

"Seriously?" Ben asks almost facepalming himself at the sight of the hat.

"Yes. I don't want to take any chances on your quiz." Kitty says with a smile.

"Fine." Ben sighs.

"Next question…" Ben then continues to ask Kitty about 20 or so questions, with her answering each one correctly and getting another perk, until she's lying in the hot tub with two clones of Ben massaging her carefully while the real Ben is sitting outside the hot tub, asking his questions.

"See. I knew you could do it." Ben praises Kitty when she answers the second to last question correctly.

"Your perk is, me taking off that hideous hat." Ben says teasingly, pulling the hat from her head and brushing through her hair lovingly, straightening it out after it got ruffled by the removal of the hat.

"OK last, question. Come on hit me." Kitty says excitedly, having enjoyed being pampered by Ben and his clones while she's getting a morale boost.

"Yes, the last question is, what's the accumulative degree in a triangle?" Ben asks.

"180°" Kitty says happily.

"Right you are." Ben says.

"So, what's my last perk?" Kitty asks before letting out a sensual squeal when one of the Ben clones hit a pleasurable spot on her back.

"Well, if you remember about 2 weeks ago I promised you to do something, but we never had time or were alone until now." Ben says.

"So if you want to, that is your final perk." Ben offers.

"Of course I want to, In fact a few more days and I would've chewed you out for preferring Rogue." Kitty says blushing.

"Kitten, you know that that's not true right?" Ben asks worried, while he dismisses his Dittos, who took his form.

"I don't know. Sometimes I feel left out. I mean you and Rogue slept together two weeks ago and you two often train together alone." Kitty tells him.

"Kitty, yes that Rogue and I had sex two weeks ago goes on my head, I just saw her distraught and wanted her to cheer up. I probably should've went against the professor's wishes when he asked me to take over Logan's shifts in training while he's out doing something else to spend the time with you… But the training part is for safety reasons, in hand to hand combat if Rogue were to touch one of you accidentally you could really get hurt." Ben says guiltily.

"It's OK Ben. I didn't mean to make you feel bad, I know that you're doing the best you can. And having multiple girlfriends never was your idea. It was ours. The truth is, I just didn't want to get left behind by you or Rogue." Kitty tells him.

"We'd never leave you behind Kitten. I love you very much and Rogue does too, believe it or not she actually asked me to sleep with you two days after we did it. I guess she knows you better than I do." Ben says.

"Well we are sharing a room ontop of the best boyfriend." Kitty says with a smirk and lifts herself out of the hot tub, giving Ben an innocent kiss.

"Thanks. And I promise I'll work on making more time for the two of you. Just next time you feel left out, talk to me. I spend so much time feeling left out, abandoned and alone I don't want either one of you to have to feel that for even a second." Ben says, pulling her closer to himself and kisses her again, more passionate this time, with Kitty reaching up to him and pulling on his shirt.

|lemon|

Ben quickly complies and lets Kitty pull off his shirt, before he stands up and takes off his shoes and pants, leaving him in his boxers.

Kitty reaches for the last article of clothing on him, but Ben instead takes her hand and leads her back to the hot tub, warming it up with heat blasts power again and then reaches down, presenting his boxershorts before throwing the wet article of clothing to the rest of his clothes.

Wordlessly he steps over to Kitty and cups her face, staring into her brown eyes before kissing her hungrily, with Kitty wrapping her arms around his neck, leaning into his body, feeling his cock twitch at the skin contact and she smiles into the kiss.

"Someone's happy to see me." Kitty says seductively, basically purring into his ear.

"You can't imagine just how much." Ben replies, kissing her along her slender shoulder before reaching around her and opening the two knots tying the bikini top together and lets the article fall down, where is floats around in the hot tub until it gets caught on the edge and remains there with one half hanging over the edge and the other half floating in the water.

"Why don't you show me how much then." Kitty says with a challenging eyebrow raise, pushing Ben back a step while sliding down her bikini panties and flings them towards Ben's clothing.

"I guess you deserve to see, it's your perk afterall." Ben says with a playful grin, stepping over to an edge of the hot tub, where he created stairs to enter and exit easily. He climbs three of the five stairs until the water only reaches around his knee level and his cock is on display for the ponytailed brunette.

"Nice, nice. Is that my only Perk or do I get the rest of the body attached to it? Like that mouth of yours?" She asks with a grin and a red blush clearly visible on her face while she slowly floats over to him.

"Now you ruined the surprise." Ben says before jumping off the steps until he's at the same level Kitty's at and quickly grabs onto her, trading positions before pushing them towards the stairs, where he raises Kitty up by her waist and sets her down on the very top step, revealing a neatly trimmed pussy to him with Kitty looking like she's about to pass out.

"Relax Kitten. You're gorgeous. Let me reward you for your patience and a job well done on the quiz." Ben tells her gently, grabbing one of her hands to calm her down.

She replies with a nod and a nervous smile, which is enough of a go ahead for Ben, who then lowers his mouth down to her opening, slowly licking at her outer lips first, all the while sneaking glances towards Kitty's face, which is as red as a tomato, but has a relaxed smile on it.

Getting more confident Ben then replaces his tongue with first one finger, then two and fingers the brunette's pussy, while kissing up her leg, with Kitty moaning at the sensations.

"Ben. Let's take this up a step." Kitty says with an nervous gulp, easing his hand away from her pussy and pulls him back into the water and towards the hot tub's edge, where she rests her shoulders against it, before pulling him close to her by his arms until he's mashed against her.

Looking at him for a moment Kitty slides her hand down chest, over his abs until she finds his hot appendage in the water and gently starts to rub and pump it, with Ben releasing a heavy breather more often than she imagined. Once he's as hard as he can be Ben takes her hand off his dick, raising it out of the water and gives the back of her hand a kiss, kissing down her arm until he's next to her ear and asks " Are you ready?"

"Yes." She says and Ben grabs her by the hips, pulling her up his body until her pussy is rubbing against his abs and then lowers her with one hand carefully while his other positioned his dick to slide into her without any problem.

Kitty gasps when the head of his dick pushes past her outer lips and enters her slowly.

Feeling a resistance Ben stops and sends a look at Kitty while panting heavily.

"Go ahead, take my virginity." She breathes heavily and Ben kisses her on one boob, pleasuring the sensitive nipple on the perky orb and pushes himself into her, breaking her hymen and causing her to freeze up.

Ben wraps his hands underneath her toned round ass, keeping her secure against him while she's working through the pain. Shortly afterwards she gives him a nod and pulls his head in roughly, giving him a hungry kiss filled with passion.

Ben inserts the rest of himself into her pussy until their hips meet and she gasps out at the feeling, literally clawing him across his back while pulling him flush against her, feeling like she wants to keep him there forever. Ben slides out of her halfway and then quickly pushes himself back inside completely, eliciting a pleasurable scream from Kitty. Ben then continues to slowly fuck his perky girlfriend, testing out the waters so to speak until she moans "Ben, faster. Fuck me, It's so good, don't stop."

Ben, inspired by her request picks up the speed, the water around them rippling in rhythm with his trusts while Ben presses her back against the hot tubs wall and grabs onto her hip with one hand while the other gropes one of her ass cheeks.

Continuing on their rhythm their mouths often seek out the others in a messy kiss.

Feeling himself get closer to his edge Ben grabs her legs, wrapping them around him and carries her out of the hot tub, his cock sliding out of her pussy on the way.

"What are you doing?" She asks, disappointed at losing the feeling of his hard, hot appendage sheathed in her pussy.

"I thought we should finish this on our bed." Ben says, holding her up by her waist, giving her a kiss and carries her into the cave and lies her down in the middle of the bed.

"Let's continue." Ben says with a gentle smile while Kitty holds out her arms for him, waiting for him to continue.

Ben then pushes his dick back in her pussy and leans into it, Kitty's feet getting raised into the air, resting on his shoulders by the angle.

"Come on Ben, give me all you have. I can handle it." Kitty screams passionately and Ben picks up his speed and uses more force to push himself into her, literally driving Kitty into the mattress below.

"That's it. That's it baby!" Kitty yells soon after, her pitch getting higher and her pussy clams down on him with Kitty twitching and her juices splashing onto his cock.

Hah, Hah. Let me take a breather." She wheezes out exhausted.

Ben pulls himself out of her pussy, his dick rock hard and twitching while he's lying down beside her, kissing his girlfriend across her neck.

After a minute, during which Kitty comes back down from her high she sees Ben's cock still ready to go and gently pushes her boyfriend onto his back.

"I think I should thank you for all your great tutoring." Kitty says, biting her lower lip sexily while she swings one leg across his body and crawls up until her entrance is hovering over his dick.

Grabbing a hold of his tool carefully Kitty eases herself down until he's fully sheathed in her.

She then gyrates her hips in a circular motion, eliciting an aroused moan from Ben. She keeps this up for a bit, before she puts her hands onto his chest, caressing his torso all over and then pushes herself up a bit before lowering herself again, sliding up and down on his cock.

Ahh, Kitten. You feel so good." Ben groans, squeezing her breasts gently with his hands, before Kitty pushes his hands away and leans down on him, so their bodies are flushed against each other, she then slides up and down his body, his dick sliding in and out of her by the action with Ben pushing up against her while she's sliding back, their hips meeting in a audible clap. They continue on that action for a while before Ben groans and pushes her back, saying "I'm close Kitty."

"OK." She says and slides him out of her, sitting down at his side and grabs onto his dick, pumping it up and down gently, looking at him for an reaction and sees him groan at the sensation, his eyes closed with pleasure. Bens eyes shoot up quickly however when he feels Kitty's warm, wet tongue dragged across his dick's head.

"Kitty." Ben moans.

"Yes?" She asks innocently with a satisfied smile on her lips, pumping his dick up and down all the while.

"Keep doing that." Ben groans throatily.

"OK Honey." She says, lowering her mouth back down to his cock, wrapping her lips around his member bobbing her head up and down slowly while rubbing over the rest of his dick. When her graceful fingers find his balls however and she caresses them while licking up the side of his shaft Ben comes with a loud groan, spraying his cum onto his stomach and some lands in Kitty's face.

"Whoa. Hah, Now I feel bad. This was supposed to be your perk, but somehow I seem to have gotten more out of it." Ben chuckles panting.

"Ben. This isn't a competition and you were perfect." She says, crawling up to him and lies down draped over him, one leg going across his stomach while she hugs herself to the nape of his neck, where she gives him little butterfly kisses.

"So, how was I in comparison to Rogue?" Kitty laughs playfully, wriggling her eyebrows.

"The only thing better than You or Rogue, would be the two of you together." Ben tells her, caressing her face with a smile.

"Men and their threesome fantasies." Kitty chuckles.

"Can you blame me?" Ben asks, hugging the girl lying on his chest.

"Not really. But you know that with how her powers are at the moment, that threesome can't happen… Normally at least." Kitty says, getting an idea.

"What do you mean normally?" Ben asks.

"Well, you do have the ability do make copies of yourself. And while technically it'd be more of a separate foursome, I'm sure Rogue would be on board with trying that out." Kitty tells Ben, running a finger across his chest and up to his nose, which she taps on.

"I see you like that idea huh?" Kitty asks mirthfully when she feels Ben's cock harden and poke her thigh.

"Well, yeah. And I have a drop-dead gorgeous sweetheart lying on top of me." Ben says, giving her a passionate kiss.

"Ben, I don't think that's a good idea. We both need to go to school tomorrow morning…" Kitty says, breaking the kiss.

"I know and while with my clockwork ability we could continue on I don't think we should put quantity over quality." Ben agrees, making a ditto clone while kissing Kitty and the clone retrieves their clothes. Once the clone put their clothes in the cave it disappears in a shower of green particles. Ben then pulls up the covers of the bed over himself and Kitty and kisses her lovingly before whispering "Goodnight Kitty."

"Good night Ben." She replies with a smile and the two of them lie in bed for a while just enjoying holding their lovers before they drift off to sleep.

|Next day|

In the school halls Ben and Kitty and Rogue run into their teacher Hank McCoy.

"Oh, Ben, Kitty. I wanted to talk to you before class… I'm really sorry about yesterday. You found me at a bad time. I go to the theater to… calm down." Hank tells them apologetically.

"It's all right, you took the worst of it afterall." Ben tells the teacher with a grin.

"I guess I did." Hank laughs relieved.

"Anyways, I'm sorry and thank you for snapping me out of it." Hank thanks them, offering a handshake to Ben, shakes his hand before Kitty gives the teacher a quick hug saying "I hope you're feeling better now." Before She, Ben and Rogue enter the gym, all dressed in their sports attire.

McCoy then sends the boys to run 10 laps around the school while the girls play a game of indoor hockey.

Ben finishes his laps after around 30 minutes, not having used any of his abilities for it and enters the gym first, with the others lagging behind.

"That's it! Use your stick. Look for your teammates!" McCoy tells the girls who are currently fighting over the puck.

His hand then starts to shake and he mumbles out "No, not now." Panicking, while Rogue is rolling towards him, having lost her balance.

"Coach, watch out, I can't stop." Rogue warns the bulky teacher and Ben quickly rushes over, catching Rogue before she rolls into their teacher.

"You good babe?" Ben asks Rogue, who gives him a nod positive, her eyes glancing over McCoy.

"I'll take care of McCoy, you get back out there." Ben tells Rogue, turning her back to the field and gives her a miniscule push.

"Mr. McCoy, are you alright?" Ben asks the teacher concerned, going over to him, while he has his back turned towards the field, hunched over and is clasping his hands.

"I'm fine." He groans out through gritted teeth.

"You should get some rest. Kitty and I will watch over the girls." Ben suggests.

"Yes, that's probably a good idea. Thank you." Hank McCoy replies and leaves the gym, telling the boys running around the school to take the rest of his class off.

That night Hank McCoy pays the Xavier Institute a visit.

"Mr. McCoy, what are you doing here?" Jean asks, answering the door after it rung.

"Hello Jean, I'm here to visit Professor Xavier." The teacher answers, stepping inside the mansion and Jean leads him to the Professors office.

"Professor. You reached out to me when I was young. I realize now that I should've listened." Hank tells the bald man, who's sitting at his desk after Jean showed him where to find their mentor.

"I can't control it anymore. Not by myself and I need your help." Hank tells him desperately.

"Tell me Hank, what have you been feeling?" Xavier asks.

"It's like I've got an animal inside of me and its tearing me to pieces." Hank replies.

"But how did you manage to suppress it all these years then?" Xavier asks intrigued.

"I created a serum, but it's not working anymore. Please help me. Before somebody gets hurt." Hank says.

"Have a seat." Xavier says, rolling around his desk in his wheelchair, stopping in front of the seated Hank McCoy.

He puts one hand to the man's forehead and the other hand up against his own temple, looking into Hanks mind. Soon after peering into the Chemestry teachers mind his inner animal attacks Xavier and he gets thrown out of Hank's mind.

"What did you see?" Hank asks when the Professor draws his hand back with a scared grunt.

"I'm sorry Hank. There is nothing I can do for you." Charles Xavier informs him.

"Don't say that. I'm too dangerous to be trusted." Hank begs him.

"Which is why we should think of certain sacrifices until we figure this out." Charles suggests.

"You don't understand. Teaching is my life. I'm nothing without it." Hank tells him.

"This mutation is a natural part of you. The only way to suppress it, is with your own strength of will." Charles explains.

"I tried that." Hank says.

"But you stopped once you started depending on the serum. You'll have to start anew. It's the only way. Otherwise the beast will take over and you'll lose yourself." Charles tells him.

"I'm just… tired. I can't fight it anymore." Hank sighs dreadfully, before he excuses himself and leaves the Institute, heading to the school's chemistry lab, where he tires making some alterations to his serum in order to get it to work again.

After finishing his new serum, he drinks a portion of it, before he cries out in pain, alerting the principal who stayed late at school to do some paper work. Hank transforms physically into the blue furred beast that the Professor saw when he explored Hank's mind.

While Hank is turning into a blue furred creature the principal heads to the chemistry lab to see who yelled.

When he gets to the lab he looks into the room through a small window in the door and sees the lab trashed with Hank's beastly form growling at him.

The principal runs away, locking himself in an storage closet while Hank followed him part of the way, before he smashes through the doors leading outside to the parking lot, leaving behind the lab coat with his name on it he was wearing, but ripped through when his frame got bigger due to his change.

That same night, around midnight The principal tells a TV reporter that the Beast rampaging in the city is actually Hank McCoy.

"With the direction of these sightings it's clear he's heading north." Wolverine says, looking at a screen displaying the reports of a Beast sighting with the rest of the X-men and the mentors.

"North huh? Kitty, do you think he could be headed for that Theater?" Ben asks the ponytailed girl.

"That could be. It's right around here." Kitty says, pointing at the map.

"Fine, you and pipsqueak head to the Theatre. The rest of us will search the area." Wolverine says.

"Alrighty." Ben agrees, picking up Kitty in his arms and turns into XLR8.

"Try to keep up." Ben tells the others cockily before disappearing from sight, arriving at the Theatre a few seconds later.

"Well, he doesn't seem to be here yet. At least there is no destruction visible." Ben says, looking around while he and Kitty walk down the stairs towards the stage.

"What now?" Kitty asks.

"Well he was seen somewhere in that direction right?" Ben asks, pointing in the general direction Hank would appear from.

"Uh-huh." Kitty agrees.

"K, then hop on Milady." Ben says, sprouting a pair of insect wings on his back.

"What are we doing?" Kitty asks, sitting in Ben's arms with her hands wrapped around his neck to hold onto him.

"We're getting a bird's eye view." Ben replies and takes off into the air, with Kitty tightening her hold on him.

"Uhm, guys where are you?" Ben asks over the com.

"We're near the theatre you mentioned, we're at a junkyard of sorts." Jean answers.

"Well he's there." Ben tells them.

"How do you know?" Scott asks.

"We're flying directly above him." Ben answers and the others look out of the van, seeing two shadows hovering in the air.

"Alirght, X-men, move out." Scott says and the group enters the junkyard, looking for the teacher.

"Where is he now?" Scott asks over the com.

"We lost him, he ducked under some cars and disappeared from view. Kitty and I'll land back at the Theatre." Ben informs Scott.

"Roger." Scott replies while Ben floats back down with Kitty gladly stepping back down to Earth.

The couple then hears a growl from their side and they see a blue skinned Hank McCoy get ready to attack them.

"Get behind me Kitty." Ben tells his girlfriend, who steps behind him while Ben grows in size and with, until he's even more massive than their teacher with tough red skin and four massive arms raised at his side, ready for a fight.

Moments later Hank jumps at Ben, getting in an arm lock with the four-armed form.

"Hah, I may not overpower you, but I have two free arms." Ben says cockily when he's about to his the teacher with his lower arms, only for Hank to jump up and kick him away with both legs, making Ben fly at Kitty, who uses her powers to phase through the hulking form of her boyfriend.

"Are you OK?" She asks, helping Ben up.

"Yeah, just peachy." Ben says, rubbing the back of his head with one of his arms.

"Where'd he go?" Ben asks, seeing no trace of Hank.

"I… I don't know." Kitty says, looking around as well.

"Teach, calm down." Evan shouts, standing on the stage with Hank approaching him dangerously.

"McCoy!" Ben shouts, waving his four arms wildly, getting the changed teacher's attention and he jumps back at Ben, who dodges to the side, before delivering a powerful overhead punch with his lower hands clasped together with his upper hands pushing them down additionally, making Hank fall to the floor face first.

"Oh no you don't." Ben says, quickly sitting down on the large creature, who is trying to get the Ben off of him and back to its feet, but Ben's weight is too much for it.

"Prof, You better hurry. I can't contain him forever." Ben says, wrapping his four arms around Hank's torso, so he can't try to grab the professor who wheels over to the teacher, trying to reach him mentally.

"He doesn't answer." Charles says worried that Hank's human mind is too far gone.

"Try Shakespeare. He said that helps him calm down." Kitty suggests.

Charles then tries Kitty's idea and a few seconds later Hanks stops struggling and lies beneath Ben passed out.

"Is he OK?" Ben asks, still in his four arms form.

"He's just resting for now." Charles answers.

"OK, Kitty you should get a ride with the others, I'll get furball back to the Institute." Ben tells his girlfriend while he throws their teacher over his broad shoulder.

"Do you think you can handle that?" Wolverine asks, arriving with the rest of the team.

"Heh, don't underestimate me." Ben says and some sort of jetpack appears on his back while his head changes to a flying saur's head.

Ben then takes off, leaving only a faint green streak behind while he's flying to the Institute.


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