Xaviers!

"Right now? A fabulous dance-partner and the illusion of being rich enough to be let in here."

"You'll have to introduce me to that dance partner of yours!" Will smiled and nodded.

"It's you, dummy. Come on, try to keep up." she smirks.

"Oh, I'm nothing to be jealous of," Will said, calmly. "Many more where that came from."

"Many more? What do you mean?"

"I'm just your average Joe. Nothing particularly special about me."

"Well that's certainly not true. How many people do you know who can change their whole shape as easily as you, for starters?"

"Sam, kinda?"

"Fine, okay. There are a couple. That's still special."

"In that case, everyone's special, Miriam," she smiled.

"Everyone's a shapeshifter?"

"No, but you totally do that mind thingy. That's special!"

"Well yes, But no one else here has anything like that."

"Oh, if you look deep enough, everyone can do SOMETHING special. You've just got to find out what."

"Not everyone cares for that. Especially not the people here. I don't have to look very deep to see that."

"Why on Earth wouldn't they?" Will asked, confused.

"I really don't care enough to look that closely. Being spoiled brats, I suppose?"

"Well, that doesn't seem fair, to judge you before you do anything."

"Well it's how the world works. At least I get a pretty good impression first. They just judge you what they see. So why not show them what they want and reap the rewards." she smirks.

"Oh! OK, I guess that makes sense," Will nodded.

Miriam's smiles and keeps dancing, although over the next couple minutes her smile falters a bit. An hour later after trying to make conversation, introducing Will to other patrons and just generally feeling like at best Will is nodding and smiling at anything she says and at worst acting like a marionette, Miriam pulls Will aside into a VIP booth with a comfortable couch curved around a table. She sighs melodramatically as she lets herself fall into the cushions, then rolls her eyes exasperatedly when Will just stands there. "Sit down, will you?"

Will smiled and nodded...and sat down, cross-legged, on the floor.

"Like this, Miriam?"

"No, not like this. Get on the couch!"

"Oh, that's really smart! OK, Miriam," she grinned like a puppy dog, standing up and plopping herself down on the couch.

"Jesus..." Miriam groans, pinching the bridge of her nose. "How can you be so stupid? And boring. You were kind of awkward before but this is... tedious." she says, begrudgingly admitting to herself that this is probably her fault. But at least that means it's fixable. "Come here." she waves Will closer and places her hand on Will's temple as she reaches out with her power, slipping into Will's mind.

Inside Will's head, back at Miriam's little retreat, Melpomene was lying on a deck chair, sunning herself.

"Back so soon, darling?"

"Shut up." Miriam mutters as her avatar floats past Mel. "Just need to tweak some things."

"Your little pet not the world's best conversationalist?" she smirked, stretching out.

"No. In fact she's rather dull and boring." she huffs at Mel apparently already knowing what's going on. "How do you even know that? Have you been spying on us?"

"Darling, I'm just part of Will's head, remember? Just a figment of its imagination. How could I possibly be spying on you?" said the Cheshire cat.

"So you have more freedom than you let on. Whatever, you're just aware of the same things he is. Hardly impressive." she tries to downplay it.

"That's the difference between you and me, darling. I don't need to impress you.

But you were hoping to impress tonight, weren't you? And your dance partner was little more than eye candy?"

"Arm-candy still impresses. There's dumber and more sycophantic people in this club."

"Of course there were, darling. The club was filled with people.

Still, not quite all you hoped for, hmm?"

"She was boring. What's the point of talking to somebody if they're just going to smile and nod."

Mel smiled, actually looking sympathetic for once. "Mmm. Yes, I, imagine so. It's just talking to yourself at a certain point, and not even much of yourself.

Starting from a blank slate is so difficult, darling. You might see the Mona Lisa, but it'd take years to recreate it's brushwork. To fill out all of a personality is exponentially times more difficult.

If you're just dealing with someone once for a specific task, then that's not a big deal, but when you really want a friend..." she nodded. "A companion needs to be more than just our reflection, doesn't it?

Now, obviously, Will wasn't where you wanted it, or else you wouldn't be here, and there's no harm in...refurbishing it back to it's pre-Sam days, and maybe helping things go along like that. But starting from scratch is very hard. Why, I always enjoy when my....friends did something that surprised me. The stories I could tell," she smiled, reminiscing.

"There's got to be a way to let his base personality flow into this. Filter out all the... undesirables." she says with a pointed glance at Mel.

"That's the advantage of using Will, isn't it? I mean, it's incredibly durable. If you screw up, you can just wipe it clean and start over again; it bounces back.

What do you consider it's "undesirables"?"

"Memories of you, for instance. And I don't want to wipe him clean, just get his personality in here where I can keep it... sanitized." she says, gesturing at the building she'd constructed.

Mel ignored the quip of Miriam made towards her.

"Oh, that's simple then. We'll make a copy and chop it down to size, together. A copy, so you know that...Sammy's precious Will is untouched. Would that make you feel better?"