This story is based on one I read by Steve Zink (szink22446@aol.com) over at: http://www.sapphireplace.com/stories/stevez/costume_box.txt

None of the characters I use in this story are mine.  This is merely a fanfic written to bring a few thoughts to paper and to continue on the other writer's great idea.  Any questions/comments, feel free to email me.  This is my first story along this nature, and any constructive criticism would be greatly appreciated.  Thanks!

Spells R Us: Costume Box, Revisited

by Orangepoindexter
© 2002
Edited by Steve Zink

Chapter 1: Doing him a favor

Leo lay snoring on his bed.  He'd taken two finals the day before, and was up all the previous night studying so he could at the very least make a passable grade for his applied physics class.  Lately, his schoolwork was falling behind, and his parents had received a call from one of his teachers who was worried about him academically.

"Ugh...2 o'clock and I am STILL tired!" Leo said as he rolled over in bed and pulled the covers over his head, content to stay in bed for as long as he could...which turned out to be five minutes as there was a knock at his door.

"Come in!" he said as he looked up half sleepily.  His blurred vision from just opened eyes revealed a sun filled room.  He barely made out the person in the doorway to be female, but he didn't know who it was until she spoke.  "Leo, you look like hell," said the female voice.

"Thanks, glad to know you're on my side after all, Jen," Leo replied.  He knew he was talking to Jen, a childhood friend of his who was attending the same college as he.  She had short blonde hair and blue eyes, and was quite athletic during their childhood.

"I'm just worried about you.  You've been toiling with your comic collection a lot lately...too much in fact, if you ask me.  I've come in, and you were looking over comic books and not studying.  I'm your friend, I have a right to be worried about you."

"I have my reasons..." Leo replied, burying his head in his pillow.

"Well, I think you should really think about what you are here for and what you hope to accomplish, looking at these comic books all day..."  Jen would have continued, but she noticed Leo was snoring, with his head in his pillow.

Feeling kind of put out over him falling asleep with her in the room talking to him, Jen decided she was going to help him help himself by taking his comics away and hiding them till he got his grades up.  She convinced herself it was in his best interests even if he wouldn't think so.  Taking the box of comics that was directly next to his bed as quietly as she could, she noticed there was another box, all white, underneath his bed, tucked near the bed's headboard.  She grabbed that also, and stealthily left the room, shutting the door behind her quietly.

'When he asks, I'll tell him that I will give them back to him after he makes up for all his bad grades as of late.  I'm sure he will understand what I did this for,' thought Jen as she sauntered back to her room, content she just did Leo a favor.  Unknowingly, she'd just gotten herself into something she knew nothing about.

Chapter 2: Secret of the White Box

Jen placed the box of comics down on her bed with the white box on top of it, and quietly shut her door.  She was still wondering exactly what that white box was for and why it felt so empty.  She noticed it had a strange symbol on the bottom that resembled a wizard, and had the words Spells R Us labeled right next to it.

"Spells R Us?  Was Leo going to put on a magic act or something?" thought Jen aloud.  She shook the box a bit then opened it, finding it totally empty.  "Weird.  Why would he keep this empty white box around...and how come I've never seen it before?  Oh well, I'm sure it was important too him...all the better to help him get better grades, I guess."  She placed the white box, still opened, under the edge of her bed, placed the comic box next to it, and began to leaf through some of the books that she had brought back from Leo's room.

She noticed right off the bat that Leo was a fan of DC more then Marvel.  When she was a little girl she would remember Leo going on and on about how great Wonder Woman was.  How he loved the physical and emotional aspect of the character, among other things.  She also remembered he had a fascination with obscure costumes for famous female villains and heroines, something she always assumed was Leo's way of going through puberty.  'Hmm, X-Men.  I remember these guys!' thought Jen as she flipped through an old issue of X-Men, number 281.

Jen looked through a few more books, and then looked up realizing it was well past midnight and she had an optional extra credit seminar the next morning at 10.  "Well, I hope Leo doesn't come waking me up on his screwy sleep schedule.  I really want to hear what Ms. Richardson has to say," said Jen aloud.  She sat on the edge of the bed and tossed the X-Men comic on the floor as she stood up to turn out her light.

As she tossed the comic, it fell right next to the white box under the bed, pushing it out enough to be visible, and opening on a page containing Emma Frost, the White Queen of the Hellfire Club on it. Without knowing any better, as she came back to her bed, Jen glanced down at the picture of the White Queen, and also noted the open box next to it.  Instantly, she was transformed into Emma Frost physically.  Her huge breasts strained, and then snapped her normally B sized bra, and her short brown hair was replaced by long blonde hair, which flowed down over her face.  Standing there a moment, amazed and shocked at the same time by what had just happened to her, Jen suddenly felt compelled to look in the box.  Sure enough, the box contained a white corset and panties, a long white cape with furred edging, shoulder length white gloves, and white thigh high boots with stiletto heels under them, all made to fit her body.  She removed the garments and put them on, tying the corset first, securing her new massive jugs and pulling in her already narrow waist, followed by the panties, then the boots, then the gloves and finally the cape.

'I am Emma Frost...but I'm also Jen Sanadin.  What an exhilarating experience!' thought Jen/Emma, as countless thoughts from other students started flooding into her mind.  She knew right away how to filter out all the thoughts she didn't want to 'hear, then began modeling her new body in the mirror hanging from the closet door, marveling at her new features.  "I don't know how this happened, or why it happened, but this is incredible!" exclaimed Jen/Emma.  "This box had a costume in it when it was empty before, and I was looking at that X-Men book before this happened...there must be some connection."

She placed the box on her bed and reopened it...and in the blink of an eye, she was there naked as Jen again, with the box containing the costume she just wore.

"Oh my God!" she exclaimed, backing away from the box, which she had abruptly shut. 

A few minutes later, after gathering up some courage, Jen went back to the box and opened it to find it empty.  Luckily for her, there were no pictures anywhere nearby this time.  "This box was responsible for transforming me into Emma Frost.  It is easy to see what Leo has been doing with his time now...and that woman at the party the other night...it must have been Leo!" 

Jen carefully placed the box in the corner of her room, then just as carefully picked up the X-Men book she had tossed on the floor and put it on her headboard.  'In case I want to try that later,' she thought.  'Now, time for some sleep...I'll sort this all out tomorrow.'

Chapter 3: Wizard shows up

The next morning, Jen woke up, rubbed her eyes and headed for her restroom. 'I wonder if this Spells R Us place is nearby?' she thought as she was brushing her teeth.  As she was showering, Jen couldn't help but wonder what it would feel like as Emma Frost in the shower...her huge breasts having soap on them, her hands sliding up and down around them sensually.  Thinking about it as she was, Jen found she was getting turned on.  She quickly stopped thinking that way when she realized she was thinking of using that box again.  Jen made her way back to her bedroom and slowly started to get dressed, trying her best to pay no heed to the white box in the corner.  She found she couldn't, however, ignore it completely.

"A woman using the box!  How splendid!  I must compliment Leo on his choice of people with whom he shares his gift!" said a voice. 

Jen looked over, and sitting on the chair in her room this whole time was a man in a blue bathrobe and pointy hat watching her get dressed.  "Hey!" shouted Jen as she tried to cover herself up and rush for the door.

"Don't go just yet, my dear.  I have information on that little box you have there that I think might interest you."

Jen stopped upon hearing this, and turned to face him.  "What...what do you know about it?  Who are you, anyway, and what do you mean by sharing a gift when you mentioned Leo's name?" she stammered. 

The old man looked up quickly, showing a very keen glint in his eyes.  "Madam, I am the man who sold this box to your friend Leo for a recent costume ball which he attended.  It has the ability to transform anyone into any superhero that they can get a picture of, as I am sure you recently discovered yourself, judging by your thoughts this morning.  As long as it doesn't result in any evil doing, it is quite the fun tool, wouldn't you say?"

Jen's face flushed a moment.  "You can read minds?"

The old man stood up, opened the door and then stood in the doorway.  "Yes, I can.  I just came by to say you did indeed do your friend Leo a favor by taking these things away.  I think you will find, more sooner than later, you did yourself a favor as well.  If you have any problems with the item, or want to look at anything else we have to sell yourself, here is my card.  Good day!"

The wizard handed Jen a card, and as she looked down to check what was on it, she felt a gust of wind, and the wizard was gone.  The card said:

Spells R Us --- for a time unlike any on this earth!

           Located in the North Ridge Mall

A bit confused, Jen stood there for a few minutes unsure of exactly what she had gotten herself into.  A brief look at the clock, though, snapped her back to reality.  She hurriedly grabbed her books and went off to the seminar, grabbing a few of Leo's comic books on the way to read for the train ride.  'Might as well look over a few more of these things.  No harm in reading a few of them on the way to stave off boredom,' she thought.

Chapter 4: A bit of Immersion

The train ride from her dorm to the center of the city was no more then thirty minutes at most, but Jen had found it pretty boring and bland as of late.  She reached into her back and brought out some comics to help pass the ride.  'Ahh, Avengers.  This looks good,' thought Jen as she opened Avengers 144.  'Hellcat...wow, that is a pretty costume,' she thought to herself as she was reading.  She thumbed through a few more books, coming across a Cloak and Dagger issue containing the villainess Ecstasy.  "Hmm...what a daring costume that is," quipped Jen softly.  The train pulled into her stop, and she put the books away to get over to the hall and attend the seminar.

During the seminar's hour lunch break, Jen bought a sandwich at a deli nearby and sat at a table to eat it.  She opened her bag and began looking over another X-Men comic, this one containing Jean Grey as Phoenix.  "Cool comic.  My big brother used to read those all the time when I was a kid.  I recognize that character as Phoenix.  I used to tie my mom's panty hose around my waist and pretend I was her!  Ahh, but that was a long time ago and that costume of hers wouldn't look too good on me." 

Jen recognized the person speaking and looked up to see Ms. Richardson, one of the student teachers giving this optional seminar.  She had shoulder length black hair, and as usual was dressed fairly toned down compared to other student teachers.  "Hi, Ms. Richardson!  Yeah, I took these away from my friend so he would put his mind more on schoolwork, but since I did, I feel like my mind is less and less on it myself.  Kind of funny, the way you mentioned costumes, heh..." sighed Jen as she leaned back, finishing off her sandwich.

"Well now, your work has been nothing but excellent.  I don't know what you're talking about," replied Ms. Richardson.

"Well, it's just..."  Suddenly a thought raced through Jen's head: why not show the box to Ms. Richardson?  She had always been nice to her, and was probably her best friend on campus, other than Leo.

Ms. Richardson and Jen left the shop, Ms. Richardson lighting a cigarette on the way back to the seminar complex.  "So, you really like the Phoenix character, Ms. Richardson?"

"Please, call me Sheila...and yes, that character has always been a favorite of mine.  Having black hair didn't used to stop me from wanting to be her, parading across the galaxy coming home to the man that I loved enough to come back from the dead for..." and with that, Ms. Richardson sighed.

"Ms...Sheila...I think I've got something you want to see.  Come by my dorm room later." 

Jen wrote down her address on a piece of paper and gave it to Ms. Richardson.  "Okay, I'll come by around 8 tonight, then?"

"Sounds great.  See you then!" shouted Jen as she got on the train.

Chapter 5: Testing

Jen arrived back at her dorm room half expecting Leo to be waiting there to chew her out over taking his books, but to her surprise he wasn't there.  She shut the door and locked it, and then threw all her books and bag on the bed.

'Hmm...I suppose I could test the box again to make sure I didn't invite Sheila over here for nothing,' thought Jen.  With that, she walked to the corner of the room and grabbed the box, placing it on the bed.  She then got undressed so she doesn't rip or tear any of her clothes during the transformation.

"Now, lets see...what would be a good character to try...ahh, I know, I'll try the Scarlet Witch!"

Opening a very useful Marvel Universe master edition she'd found that contained a lot of character pictures, Jen placed it down next to the box.  As soon as the box was opened, Jen felt her short blonde hair grow longer and begin to turn reddish brown, her breasts swell up, and her face and form become that of Wanda Maximoff, the Scarlet Witch.  She reached into the box to find a red cape, red high heeled boots and gloves, a red tiara, a red bustier, and a pink lycra body suit.

She put on the pink body suit first, finding it to be a perfect and tight fit, covering her completely from neck to toe.  She then stepped into and pulled up the red bustier, covering her breasts and her crotch.  The boots went on next, then the gloves.  She put the cloak on next and then finally the tiara.

"This is amazing.  It works just like that old man said it would...just like it did last night.  I am now the Scarlet Witch!"  Again, Jen modeled in the closet mirror.  'My thoughts are strange...I find myself longing for someone named Vision.' 

Suddenly, there was a knock on the door.  "Who...who's there?!" said Jen, trying to muffle her now fully adult and slightly Slavic accented voice, unsure of what to do.

"Hiyas!  It's me, Wendi!  I was hoping you were home!  Are you okay?  You sound like you've got a cold!"

"I'm fine...just a stuffed nose is all," replied Jen.

"Well, some of us are going to be going clubbing later, figured I would ask you, but if you're sick you should probably stay home."

"Good idea.  I think I'll get some rest.  Maybe another time, though.  Thanks for asking."

"You bet.  Talk to you later!" said Wendi as she started to leave.

'Phew...good thing I locked the door.  I don't know how I could explain this,' thought Jen.  Looking at the clock, she knew that Sheila would be there in about an hour.  'Just enough time to try another one.'

She opened the box and found herself again standing naked in the room, and the Scarlet Witch costume in the box.  Jen closed the box and stepped back, then when she opened it again it was empty once more.

"Hmm...who else to try...ah, this character seems interesting, to say the least."

Jen had looked through the book and found a picture of Ecstasy, aka Madame Deladier, then laid the book down next to the box.  Mere seconds after opening its lid, she found herself physically transforming again.  She grew long, straight blonde hair, felt herself getting slender and taller, and saw her nails get black paint on them, along with the black eye shadow appearing on her eyelids which she couldn't see just yet.

She stood there for a moment, and then moved to the box.  Opening it, she found a green mini skirt and a green top to match it, as well as white circle earrings and black high heels.

She got dressed, standing in front of the mirror once again.  "I am French, oui.  I am even thinking in French and my name is now Rene," she uttered in a sultry, heavily French accented voice.

She instinctively began looking around the room for something, even herself not knowing what.  "Ahh.  It can only do the one costume shown in the book, it appears.  No matter, I will get my cloak now."

With that, she walked over to the box, opening the book a few pages more to a pic of her in the cloak.  Suddenly, a blue and black striped cape appeared in the box.  Jen/Rene reached in and pulled it out, and noticed she could feel it as if it were alive.  "Good, it worked just like I thought.  Time to get dressed and test my powers!"

With that, Jen/Rene got undressed from the green suit, throwing it in the corner.  She then, very similar to the cover of the comic itself, willed the cloak to issue strands of its shadowy substance to cover her naked body.  The cloak first slid on the ground covering her legs, then glided up above her, opening up itself to have two arm-like parts issuing strands to cover both sides of her body up at the same time.  She looked exactly as it did in the comics, standing there pleased with the end result, reveling in her wicked new form.

"We hunger for light!" she said in a rather evil voice as there is a knock on the door.

"Who is there?" asked Ecstasy with a snarl

"It's me, Ms. Richardson.  You told me to come by around 8 because you had something to show me," she replied timidly.

Suddenly, as if Ms. Richardson showing up snapped her out of her rapidly growing more wicked personality, Jen quickly opened the box, sucking both the green suit and the Ecstasy costume into it, leaving her standing there naked.

"One sec, Ms. Richardson!" shouted Jen as she ran over to her dresser and threw on some jeans and a sweatshirt.  She put the box on her desk and opened the door.

"Come in...sorry about that, was into something I couldn't get out of."

Chapter 6: Fulfilling Dreams

Sheila, aka Ms. Richardson, walked into the room and sat down on the desk chair.  "What did you want to show me, Jen?  You sounded pretty excited when you thought of whatever it is."

"Yes, I think you will enjoy it.  One sec..."

Jen grabbed a comic she knew had a great pic of Phoenix in it.  "Here you go, Sheila.  Which one did you say you liked again?"

Sheila took the book and placed it right next to the box on the desk.  Curiosity caught her, and she reached to the box to open it and see what might be in it.  As she did, Jen saw the transformation occur.  Sheila grew long, red, flowing hair, her legs got long and taut, and her breasts grew larger as her face changed.  She stood up, and her clothes now barely fit her, with her bra about to snap as her now more massive breasts pushed against it.

"Oh my God, what happened?!" she shouted

"Shh," replied Jen. "Reach into the box."

Sheila checked inside the box as if she was going to anyway.  Inside was a green and yellow costume of some kind.  She reached in and took it out, holding it lengthwise in her hands.  "My lord...I am Jean Grey...I can feel it!" she exclaimed.

"Yes...and that costume in your hands is the Phoenix costume.  Try it on, I'm sure it will fit," replied Jen.

Sheila hastily removed her sweater, and as she did her breasts plopped out over her bra.  She unsnapped it and tossed it on the floor, then pulled down her jeans, having trouble getting them off because of how long her legs had become compared to what they were before.  After she got her jeans off she removed her panties and stood there a moment.

"I don't see a zipper for this suit," said the new Jean, holding the suit elongated in front of her.  As if to answer, the costume's back side opened up, showing a red interior.  She put her left hand through first, then her right hand, and then slowly lifted her left and then right leg, stepping into the heels.  As she did this, she turned her head just in time to see the costume sealing itself up on her...imbuing her with the awesome energy that is the Phoenix Force.

 

"Such power...such passion!" exclaimed Phoenix.  "I can hear the universe singing!"

Jen watched as Phoenix did as she had done, looking in the mirror at her new, flawless features.  "I can't thank you enough for this.  This is a dream come true!"

"That's okay, Sheila.  I'm glad I got the chance to make you realize your dream."

"Well, only half of my dream, to be honest..." pouted Phoenix.  "There is no Scott Summers here to be with."

"Hmm..." Jen said, as she walked over to the book on the desk, quietly flipping it to a picture of Cyclops after first closing the box.  She then placed it next to the box and reopened it, and began to transform into Phoenix's lover and husband, Scott Summers, aka Cyclops.

Standing there naked in front of Phoenix, except for a pair of red shades, was Cyclops.  "Scott!" shouted Phoenix  "I knew you would come..."

"Yes, I am here to help you realize your fantasy to its fullest.  We have no time to waste, my love."

With that he grabbed Phoenix by the ass with both hands and pulled her toward him, kissing her passionately.  She used her vast telekinetic powers to make her costume disappear, having her naked body pressed against his.  Slowly they edged back to Jen's bed.  Once they reached it, Phoenix pushed Scott on his back and then pulled his legs apart.  She slowly licked his chest, while jerking his dick with her left hand, until finally she got down to it with her mouth.  She then took his member in one giant gulp, and began giving him a masterful blow job.

He let out a cry of pleasure, and she cooed when he did so.  After doing this for a few minutes, she stood and turned her back to him, slowly lowering herself onto his waiting penis.  She began riding him for several minutes, till neither could stand it any longer...and both finally climaxed in an orgy of sound.

"Yes...that was wonderful!" said Phoenix.  "I don't know how I could ever repay this, Jen."

"I have always wondered what it would be like to climax as a man, and you helping me achieve that was payment enough," said Cyclops.  "Let's return to ourselves, though, I have noticed that staying in these bodies for too long can have strange things start running through your mind."

"Very well.  It is hard, but I know you are right," said Phoenix.  She walked over to the box, opened it up, and then standing in the place of the marvelous Phoenix was again Ms. Sheila Richardson.  She sighed.  "Well, it was wonderful, and I hope you let me do that again someday.  I must ask where you found this wonderful box.  It is most certainly a thing of magic, no technology in the world can do such things."

"Yes, it is magic, I think," responded Cyclops as he walked to the box.  He opened it up after it had closed after Phoenix reverted to Sheila, and in his place stood Jen.  "Being a man is fun, but I don't think I would want to be that way full time," she laughed.

Jen grabbed her clothes on the floor and got dressed, while Sheila did the same with her previously discarded clothes on the floor.  As the two women get dressed, there was a knock on the door.  "Yes, who is it?" asked Jen.

"It's me, Leo!  I know you took my comic books...and my, errr...box, and I want them back!" shouted Leo in an angry tone.

"Ahh, okay, one sec, Leo," responded Jen as she reached over to unlock the door.  Leo walked into the room just in time to see Sheila rebuttoning her jeans.  A brief glance of his revealed that the room had comics thrown about here and there, and the white box was on the desk, next to an open comic.

"Err...ahh," began Leo. 

"Don't worry, Leo, I know all about your box and the powers it possesses.  Me and Sheila here were fiddling with it," Jen responded.

"I see.  Well, I want my things back.  I promise I won't use them as much as I was.  I've been sleeping for two days straight!  I think exhaustion is a side effect of using the box's powers too much!"

"Hmm.  Well, as long as you promise you'll let me use it from time to time, you can have it back," blushed Jen, handing the box back to him. 

"I would like to use it again in the future, too, Leo," smiled Ms. Richardson.

"Umm, sure...I don't see why not," blushed Leo.  "I'm going back to my room now.  Jen, don't help me out in the future without letting me know!" shouted Leo as he headed down the hallway with his comic box and white box under arms.

"Heh...he's right, I am tired.  I'm going to get some sleep.  Shut the door on the way out, Sheila, would you?" yawned Jen.

"Sure, hon.  Be seeing you," she replied, as Sheila turned out the light and quietly shut the door.

And so ends this chapter in the tale of the Costume Box!

More to come...

since 01/13/03