I cant believ it's been sisx months since i updated this. I really thought it was only like six or seven weeks ago. I'm so sorry and hope people will still be reading this I promice I'll be posting more. For updates like my facebook page www*facebook*com/RainboeFez


James sat on the bench built into the wall of the treehouse. The treehouse wasn't the most amazing thing in the world but it was pretty amazing that Billy built it himself. The inside of the treehouse consisted of the bench they were sitting on, a lumpy red beanbag chair next to what might have been a camp lamp at one time and a threadbare rug. "Hey BillBill?" James asked, looking out the window into the trees.

"Yea?" Billy asked, laying his head down on James's shoulder.

"It's really nice being here with you." He said.

"Yea" Billy agreed, letting his eyes close. There was still a little sadness in his tone though.

"I'm sorry about Norah" he continued. Billy didn't respond. "You know she cares about you."

"I know' Billy responded, attempting to end the conversation. James sighed, allowing silence to overtake them. Neither knew how long they sat there, side by side just enjoying the feeling of being pressed against another person.

"BillBill" James said after some time. "Can you try something?" Billy removed his head from the other boy's shoulder.

"With my powers?" He asked, an exited smile gracing his lips. James couldn't help but smile back. No one else had ever made his heart flutter the way Billy did. Those sparkling brown eyes lit up not only the room but also James's heart.

"Yes" James told him, adjusting himself so they were face to face on the cramped wooden bench.

"Are you gonna teach me how to fly?" Billy asked, bouncing up and down.

"Where did you come up with that" James chuckled. How could he say no to a face like that?

"You used your telekinesis to make the ground under you float."

"Yea but you don't have telekinesis BillBill." James chuckled. Billy blushed and looked away. "You really are adorable you know that" James smiled before kissing his boyfriend's cheek. Billy squeaked and looked back up, unintentionally batting his eyelashes. "Seriously adorable."

"Th-thanks" Billy smiled lightly. "So what are you going to teach me!?" Billy asked, once again bouncing on his butt.

"Something very important" James said. For the first time Billy had met James this was the first time he truly sounded completely serious. There was no sarcasm, humor or even teasing.

"What?" Billy asked. James sighed and placed a hand on the other boy's cheek.

"Billy" James started, calling Billy for the first time by his actual name, "Are you smart?" Billy's eyes grew wide before shutting. There was shame obvious on his face even with his eyes shut. James kept his hand firm on his boyfriend, waiting patiently for an answer.

"Ye" Billy muttered. He didn't see the sad but thoughtful expression James was giving him.

"That's complete shit BillBill. You're smart…"

"You keep saying that but I'm NOT!" Billy exclaimed, eyes shooting open with an almost manic look. "I'm a D student. I barely pass my classes and even I can tell the questions I ask are ridiculous!"

"There! Look there" James interrupted. Billy's turned his head. "No I mean what you said" James smiled. "You realize what you say sounds stupid."

"But only after I say it!" Billy groaned.

"Look at it like this Thunder-Cutie, if you're smart enough to realize you shouldn't have asked a question than your only problem is you don't think before opening your mouth." James stated. Billy frowned. "Billy I've seen you do some smart things, things that someone as stupid as you supposedly are could never do. You're family expects you to be dumb. They've put you into that mold since you were a baby and because of that you subconsciously played the role you were expected to. All you have to do is break out of that mindset. Making decisions without Norah, was the first step. Even if that caused some difficulty between you and Norah it's still true. "

"I guess" Billy murmured.

"Give me a chance Billy. Just try to believe in yourself." James told him. He knew Billy would think long and hard about this. Twice in that speech he didn't use a nickname. That was new and shocking enough to implant it as an important and interesting experience.

"Ok" Billy nodded. His body language suggested he had little hope of any plan working but his eyes, the ones that shone amber in the setting sun revealed the hope in his heart.

"Take us to a library, preferably a big one with few people." James said. Billy pulled Jack onto his back and took off in a run. Just like before it took only moments for them to arrive at their destination. The library they were in was dark, only a few lights still on in the night. Books were piled on tables and haphazardly thrown on shelves as if no one cared enough to put them back properly. The only sign of people actually using the place to learn was rows and rows of desks, lined up against the big glass windows.

"What am I supposed to do?" Billy asked.

"First grab a book that you'd understand" James said. Billy flashed into the shelves and back. "Good now go sit on that desk and read the first five pages as fast as you can."

"But I can't read fast" Billy admitted timidly.

"That's ok" James said, kissing Billy's cheek again. "I won't judge. I wouldn't expect any progress with this step anyway. Just do the best you can." James sat down a few seats away and watched Billy read. He clicked a button on his manacle and started the timer when Billy first opened the book.

Six minutes and twelve seconds later Billy looked up from the final page of his book. "Done" Billy said.

"Good job" James started.

"Really?" Billy asked, sarcastically.

"That was cute BillBill. You're almost as good at that as me." James smirked.

"That was sarcasm" Billy objected.

"Yes it was" James chuckled. "Don't worry. You'll be reading faster by the end of the night and hopefully processing allot more information." Billy gasped when he felt himself being lifted from the seat. The desks around them reorganized themselves as Billy hovered near the ceiling to give them a wide space under the working light. "I want you to read it again." James said, dropping Billy a little too roughly than he intended. But this time I want you to do it while running in place."

"What will that do?" Billy asked.

"Just run. You'll see." James said. Billy reopened the book and started to run. Two quick clicks on James's manacle and Billy had officially finished the pages in less than a second.

"Woah" Billy exclaimed. "How did I do that!?"

"BillBill, you can process information at an impossibly fast rate. When you run your brain has to work as fast as your legs so you can see where you're going. You should have been able to do things like this since you first got your powers but you're family treats you like your stupid to the point where you believed it yourself." Billy blinked and tilted his head to the side.

"But I'm not smart" Billy whispered. James stepped up to Billy and wrapped him in a hug.

"You are and you will be. I'll teach you everything I know and soon you'll be smarter than your brother."

"Really!" Bill gasped, eyes alight like fireworks. James smiled a bright grin and leaned in to kiss Billy. It lasted for only a moment but sent sparks through both of them. In the back of his mind Billy was wondering if James kept using his electricity or did the kissed really feel this great.

"Can I read more?" Billy exclaimed.

"Sure. But let's try a full book this time. We should start you off on something simple. Try finding an easy history book."

"History" Billy moaned. James smiled once again.

"Really BillBill? You'll only be reading it for a few seconds.

"But History is booooring" Billy moaned. James sat down at a chair and started typing on his manacle, completely ignoring the other boy. "Jamie!"

"I'll talk to you once you've read your book. If you want to be smart you'll have to get used to reading boring subjects. We can't start on particle physics or advanced mathematics until you get the basics. And I don't want you starting of with either science or math. That's difficult to understand and think you need to get a hang of this power first."

Billy groaned but flashed off anyway. "Fine. I got one" Billy grumbled, pouting.

"Puppy dog eyes won't work on me cutie." James smirked. Billy's pout deepened. Even though he really wanted to read something more fun and more age appropriate he opened the book and started running in place.

As Billy practiced his speed reading James turned his wrist so he could look at the blue prints he stole on the small screen. This was an extremely uncomfortable and annoying way to work but the only other option was a holographic projection above the keyboard and that would mean anyone watching could tell what he was doing.

The plans were surprisingly simple but complex in its own unique way. The type of energy needed would be almost impossible to obtain without the Heroes and the league of villains finding out. He had hoped it would have be easier but he wasn't Max Thunderman. He was far smarter and could use this to create his own improved version, a device that did more than just render super heroes and villains powerless. If his plan worked he'd be able to literally drain a person's powers from their body, either weakening them or taking the ability completely. And unlike Max's device he would be able to transfer that power to another person.

"Done" Billy called, grabbing James's attention.

"Do you remember any of it?" James asked curiously. He had hoped this information would stick because it had the speed to intergrade into important memories that wouldn't be forgotten.

"Actually I do." Billy said surprised.

"I thought you would James grinned.

"What should I read now?" Billy asked excitedly.

"Nothing" James laughed. "You're taking me somewhere nice where we can cuddle and talk, no more superpower training. I want to get to know my Thundercutie better.


Max paced back and forth, eyes trained on the tablet in his hands. "I can't believe he was able to hack me! The league of villains couldn't hack that file. They didn't realize it was there!"

"He's a smart kid" Colosso said, sounding proud. Max grumbled under his breath. "You should probably not get on his bad side. The kid's going to make a good villain"

But he's not a villain" Max spat, "so he's unpredictable. The only thing I could think of is he's going to wither sell the plans to the villain with the highest bid or use it as a bribe for something he wants from the hero league.

"Or he could be planning to take away everyone's powers so he could be the only one on earth with them." Dr. Colosso suggested.

"I don't know. He doesn't seem like the kind of guy to do that. He's a self-satisfier and that wouldn't really accomplish anything for him unless he planned on taking over the world." Max sighed.

"He would be evil" the rabbit objected. "Villains don't always go around spouting that their evil. "If he knew you had something up your sleeve he could have just started shaking up with Billy to get close to your computer.

"Shut up Colosso, that's disgusting" Max snarled. "He's not shacking up with my brother."

"Obviously you weren't down here when they were alone. I can here through that rag you put over my cage you know." The bunny said. Max's face turned white. "And right on your bed too." The animal laughed. Colosso handed though it was possible for someone so red to turn that pale at that speed."

"You're lying!" Max choked.

"Maybe I am, maybe I'm not. You'll never know." He said with a cackle. Max threw his tablet on his bed and rushed out of the room. He'd be vomiting on and off all day with that picture popping into his head.


I know this chapter was a bit boring but I decided to finally put two of the most important parts of this storyline into a chapter. Also I completely threw out the science of memory. I would have made it more realistic but I decided I really didn't want to open my notebook or textbook again. Biopsychology was boring and hard. Why look back at the notes when you can change science in fanfictions. :p