DISCLAIMERS/NOTES

1. This is a fan fiction based on characters owned by DC Comics. I DO NOT OWN THEM. This is just for fun.

2. This is a femslash story. If you don't like that sort of thing, you won't like this.

3. Just a reminder: the Supergirl in this story is not Kara Zor-El, but the post-Crisis Matrix with an altered backstory. For more information, see Disclaimers/Notes for the first chapter.

BENEATH THE SKIN

"Mary, talk to me."

Mary simply stayed seated where she was, her back to her girlfriend. "Mary," repeated Mae. "Darling, we have to sort this out."

"There's nothing to sort out," the brunette young woman said simply. "I understand completely."

Mae held her head. "No, you don't. You don't realise what... "

"It's fine, Mae," interrupted Mary. "I get it. You don't believe a word I say, and I'm the shallowest person in the world."

"Dammit, Mary!" snapped the blonde shapeshifter. "That's not what I said! You know that's not what I meant!" She approached her girlfriend and placed her hand on her shoulder. But Mary instantly shrugged it off, which made Mae's heart sting.

"What else could you possibly mean?" pouted Mary, her tone rising. "And why do you even care? You made it perfectly clear that my feelings don't matter."

"Enough!" Mae yelled as she grabbed Mary and spun her around to face her. "Listen to me, Mary - you don't know what you're asking! You don't realise... "

"Let go of me!" cried Mary, and swatted Mae away. She backed off as her eyes began to water. "I know exactly what I asked! But it seems what I want doesn't matter. You think I'm too shallow and immature to handle it! But I am - just show me!"

"I can't, Mary," said Mae. "It's not as easy as you... "

Mary had clearly reached her limit. "For crying out loud Mae, why can't I see what you really look like?!"

"Because this is what I really look like!"

"Don't give me that!" Mary was now crying again. "You're a shapeshifter, Mae! And I want to see you - the real you! Why can't I, huh? Are you afraid? I can't believe you... you think I won't... " She wiped her eyes in a fruitless attempt at stopping the tears. "I love you, Mae, but clearly that doesn't matter for anything. You're too afraid I'll freak out or something! I don't care what you really look like! I don't want you to... to hide from me!"

"It's not a case of hiding, Mary," pleaded the Girl of Steel.

"Liar! You don't trust me! After all this time... " Mary sobbed deeply. "You think I'll leave you! You're afraid, and you're hiding from me! For... for... Mae, I don't care if you have blue skin or yellow eyes or scales or whatever! I'll still love you!"

Mae looked down, tearful herself. "You don't know that... "

"THERE!" screamed Mary. "I knew it! You don't care about my feelings at all! You're just afraid! You don't believe me when I say I love you - that I'll still stay with you!" She fell silent as her face contorted, tears pouring. Mae had never seen her girlfriend this upset before. "You don't respect me!"

"How can you say that?!" Mae choked. "Dammit, Mary, I respect you more than anyone alive. I LOVE you!"

"If you did, you'd trust me when I say I love you no matter what! For crying... this... this isn't even about your true form anymore! You just... " Mary's voice then became a whisper, yet it betrayed more pain than her shouting ever could. "Why don't you trust me, Mae? Why can't I see you... ?"

"OK, yes - I admit it, I'm afraid!" Mae tried to wipe tears away, but like Mary, it was to no avail. "I'm afraid you will leave me! I never thought this would be a problem. But if you do see my protoform - yes, I'm scared you'll leave me! Happy now?!"

Mary looked at her incredulously. "Never a problem? Mae... you never thought I'd ever ask?" She covered her face with her hands. "This is what I'm saying... you don't care what I think, or that I might be interested. You just think I'm shallow."

"That's crap, and you know it," Mae spat. "Besides, this isn't just about you, Mary. You never even thought what it might mean for me. How much it'll hurt to change... "

"'Hurt'? Don't try telling me it hurts to change your form," said Mary. "It never seems to stop you when you want to get me into bed. You turn naked no problem."

Mae did not think the woman she loved could make her this angry. But she managed to quell the storm - she would not rise to it. One of them had to remain calm. She had to make Mary see sense. "Clothing isn't a problem," she said slowly. "But a full body change is difficult."

"What are you talking about?"

In the back of her mind, Mae knew this was her own fault. She should have explained this months ago. "My people aren't like Martians or Durlans. It takes more effort for us. Stuff like clothing or hair is relatively easy, but a full body alteration is painful. It's why we hardly ever do it." At Mary's look of incomprehension, Mae knew she had to elaborate. "Our original state is a sort of protoform - a blank slate, almost. So if or when we choose a shape, we stay in it. We kind of... lock it in. It becomes our default form." She held out her arms. "Don't you see? For all intents and purposes, this is my natural form. I made this body before I even came to Earth. And I like it. I choose to stay this way. Mary, please understand... I don't look like this because I want to blend in, or that I think you'll like me better - I look like this because I want to. This is how I look. What you see is what you get." She sighed. "And you're asking me to revert to my base form. You have no idea how much that would hurt, especially as I've spent so long in this body. But evenso, it's not because of the pain that I don't change. I don't change because I don't want to."

"Whatever," Mary said, waving her off. "Use whatever excuses you want. I know what you're really saying."

Mae stood there, tears trickling down her cheeks. Though she knew her girlfriend was mostly dismissing her out of anger and feelings of betrayal, it still hurt... more than changing form would. She took a deep breath as Mary turned to leave. She knew what she had to do. "Fine. If this will prove how much I love you... " She closed her eyes as her body started to glow.

Mary's jaw dropped. "What... the... ?"

Mae's eyes tightened as she began to sting. The glowing intensified, and steam began to emanate from her body. Her breathing became more rapid as she tried to keep quiet. But after just a few seconds, she let out a gasp. Her knees buckled and she clenched her hands into deep fists. The pain was getting worse... but she would do this. For Mary.

Her lover put her hand to her mouth. "Gods... Mae, I, I... "

Gritting her teeth, Mae's body finally began to react to her mental commands. Her clothing was the first thing to go, then her hair. When her skin began to change texture, she could not hold it in anymore. "Eeeearrrgh... " She doubled over and held her sides.

"Oh... no, no!" Mary cried. "Oh Mae, I'm... I'm sorry! Please stop! When you said it hurt... I didn't think y... "

Mae held out an unsteady hand, halting her girlfriend. "Sssstayyyy... baaaa... aaahhhhGH!" Her eyes watered - the pain was excruciating. But... for Mary... for Mary...

"My darling, please... !"

It was nearly done. Just one last mental push... Mae's body burst with light. "EeeeeeARRRRGH!" Finally, it was over. She collapsed to a knee and struggled to gather her breath. While she did so, she noticed how there was no sound coming from her lover. Eventually, Mae managed to get to her feet. Her body, still slightly steaming with excess energy, was in its base protoform state. "Th... this... this is... " Mae stopped, still too weak to speak fully. Instead, she looked up and locked eyes with Mary... and her heart sank.

Mary looked completely bewildered as she eyed the shapeshifter up and down. Mae's body, though still feminine, now looked like it was made from clay. Her skin was a light violet, and she was completely bald. Only her eyes and teeth still looked Human. "Gods... you... "

Mae sighed sadly. "Now you know," she whispered. "But... it's still me, Mary. I'm still the woman who loves you with all her heart."

Mary slowly walked upto her. She reached out and touched the shapeshifter's clammy skin, tentatively moving her hand from her arm upto her neck, then cupping Mae's cheek. When Mary frowned and took a deep gulp, Mae knew what was coming. She closed her eyes, steeling herself for the break-up.

"Kiss me."

Mae's eyes shot open to see Mary staring right into them with utter conviction. "Wh... what?"

"Fine," said Mary resolutely. "Guess it's upto me." She then dove forward and planted her lips onto Mae's claylike mouth, at the same time pulling their bodies snug...