Recarnation Of Ultimate Spider Man

Natasha didn't show up for my training, she got permanently reassigned to another mission, and in return I got...David. the creepiest son of a bitch I have ever meet.

I still remember the day I meet him.

I was waiting in the Board room of the bunker when the elevator doors opened up and a buff black man stepped out. He looked mean, tough and serious. He looked at me and glared at my feet resting on the desk.

"If you're going to be an agent of SHIELD you will come to represent us in everything you do. Meaning this," he knocked me feet off the table, "is not appropriate."

I raised an eyebrow, "hi, I'm Peter. And you are?"

He grunted, "David."

"Just David?"

"Yes," he nodded sitting down next to me, "agent Widow has informed me off you training, frankly it's appalling. You take everything as a joke and you lack focus."

"I'm a 15 year old genius, give me a break," I huffed.

"Your intelligence is the only reason I even have hoped to turn you into a proper agent," David grunted, he opened my file, "you have disobeyed orders, went rouge, tried to post a video of a corrupt senator on your Twitter account and have insulted the Director several times."

I shrugged, "and?"

"And the only reason I'm even here is because I obey orders," he snarled, "I don't like you Parker, not one bit. But I'll train you, because that's my job. And when we're done, hopefully I can make an agent out of you yet."

I raised an eyebrow, "I'm going to enjoy making your life hell."

He just glared back, "I'll like to see you try."

I smiled back, oh did he come to regret those words.

The months quickly went by and I continued my life as a crime fighting badass. I was super active online, my Twitter was always blowing up, and I kept posting the most amazing pictures of the city on my Instagram that no one else could get.

Eventually though I got my first encounter with JJJ and the Daily Bugle. All this time they were silent on the Spider-man front, but one day I woke up to find #Fake Hero trending, and people linking me to it.

JJJ had gone on a rant the night before saying I wasn't a hero, but just a glory seeking kid. He wrote:

BugleJJJ: The day we glorify a teenager with a camera and ropes coming out of his wrists is the day we fail as a nation.

And I of course replied;

TheAmazingSpider: Yeah, I'm not listening to advice about being a hero from a guy with a Hitler mustache. BugleJJJ

And people went nuts.

BURN!

Dude, you just pissed off a guy who tries to be nice to everyone, how big of a douche are you?

This just in, for the first time ever, the Spider crushes the newspaper.

I did spend some time getting used to my new powers. The bio-electrical blasts I could now shoot out were amazing to say the least. It's like my body was a walking conductor. I even modified my suit so that I could transfer energy from the Parker Blood directly into me from the suit or vice versa!

I found different levels of shocking people. I could stun them, shock them or supercharge it so much it blasts people away. And if I really wanted to harm them, I could fry them from the inside out, just like Electro.

I even found that I could absorb certain amount of electricity into my body without it doing much damage, it even filled my energy levels up a little.

I also worked on my pheromones, I found I could so far only detect and identify them, not secret them like Jessica Drew can. Maybe I need to keep working on that for it to happen, but who knows, I'm treading new boundaries here.

Apart from my powers and training I also worked on my tech. The Chitauri were coming, I didn't know when, but they were coming and I needed an upgrade.

I first worked on my suit in general, the first thing I did was make the entire system voice activated. I set it to just my voice and linked it with all the systems in the suit. I could have gone all the way and make an AI for my suit, but I wasn't that good with software and I so did not want a snarky asshole yelling in my head when I'm fighting crime.

I also worked on my helmet a bit, adding in a zoom feature to the eyes, I would so need that later on.

I also decided to pull a few pages from Batman's book, creating gadgets that I could use. The first thing I did was make a utility belt that wouldn't get in my way when I'm swinging around or fighting. It was tough, but I managed to make one by sewing it into the lines of my suit.

I made a few shurikens that were shaped like an eight legged spider and were red. Johnny really didn't understand why I would need that, but I ignored him. They just made me feel so cool!

Unfortunately I couldn't fit any more into my suit, otherwise my entire balance would go all wonky.

So then I went on to my final project, Doc Ock's arms. By this time Otto had patented his arms, so I couldn't just steal them, it would make me look bad and I didn't like copying someone else's work. So I decided to build my own.

Using the bases of Otto's tech I began to work on my own version of his arms. They would fit like a backpack on the back of my suit. I had Reed help out with the basic designs, but the rest I did myself, thank God Parker was a genius.

The suit would contain two sets of arms, one set on top and the other down below. They were triple jointed and capable of rotating a full 360 degrees. I made them for two purposes, attack and defence.

The arms were made of reinforced titanium, allowing me to use it to block attacks as well as peirce through ten feet of concrete if I wished to do so. I also hollowed out the inside just a bit so that I could launch web lines out of them, allowing me to swing using them instead of my real arms.

Getting the arms to collapse into the backpack was the hard part, but thankfully geometry had my back. I was able to make the arms four feet long before I wouldn't be able to fit them into the pack, but hopefully that would be enough.

I made the backpack a part of my main suit. Now instead of just lying around like cloth, when not in use my suit would collapse into the arm pack creating a bundle of cloth and machine. So now all I had to do was activate my costume pack, causing my costume to explode outwards, ready to be worn.

I worked on the outside of the pack a little, allowing it to change colours, it became black when inactive and red when active. It looked like a pretty much ordinary backpack, so I decided to make it one as well.

I added a zip to the back and a collapsable strap to wrap it around my neck like a messenger bag. An usually large messenger bag. But I never really use my school bag to carry more than a few books, so it should be fine.

While the SA wasn't flying off the shelf like hotcakes, mostly because of the price and lack of interest, I did make some money off of it. But the really kicked was PB. When it was introduced into the market, Stark tech, Oscorp and a large number of tech giants sent their managers to the Baxter building door step to negotiate a price for it.

Sue was really tempted to give the deal to Oscorp, 20 million a year for exclusive rights was a big offer. But I warned her about Norman and how I didn't trust him, and how Reed and I found he was involved in some shady shit involving Hammer tech.

So sadly Sue rejected the offer, instead allowing it to be used by several companies at the same time. The money offer was significantly lesser now, everyone always wanted to have an advantage over other people, but it was more than enough to fund the Baxter building and my suit upgrades.

And mine wasn't the only suit I was working on.

A week after the child kidnapping and experimentation mission fury sent me a care package. In it was a woman's SHIELD issue tactical suit with a note:

Don't make me regret this.

Sadly, I'm one hundred percent sure he would.

I teched up the suit, adding another layer of protection by isolating it and putting in suction gloves and soles which stimulated my wall crawling powers. I also made a grapple gun for it and a couple of smoke bombs.

For the domino mask I went a little crazy and added in the night vision goggles, a zooming in feature and UV detection. It was a thick set of cat eye shaped goggles now, opaque from the outside, but perfectly visible from the inside.

I then changed the costume up a little bit, I couldn't help it, I really, really liked the classic Black Cat look. When it was ready I swung by Felicia's place for the surprise, knocking on her window.

Felicia looked up from her computer and blinked seeing me wave at her from outside. She quickly opened the door and let me, "Tiger? What are you doing here?"

"I came to give you this," I handed her the black b.r.i.e.f.s case.

Felicia looked surprised, she looked down and carefully opened the case, gasping at what she saw, "Peter, did you make this?"

I took off my mask and shrugged, "just a little. The base suit came from Fury, but I tricked it up and gave you a few extra toys."

"Oh my God, you shouldn't have!" Felicia cried out as she picked the costume up and looked it over, "it's amazing Peter! It's...it has white fuzz around the neck."

I blushed, "yeah I ah, kind of got carried away. Figured you should follow the whole cat thing you have going on. Go on, try it out."

Felicia nodded as she put the case down and began to strip. I smiled at the sight of my girlfriend's b.a.r.e firm a.s.s displayed in front of me. Lately she had been hitting the gym pretty hard, something about not letting me have the best a.s.s in this relationship.

She slipped into costume and slowly zipped herself up. "Woah," she gasped looking herself over, "this is amazing!"

And it was. It hugged her impressive curves, s.e.x.u.a.lising them. But at the same time if one focused they could see the tactical armour just underneath. She had a little bit of white fur around her neck and her forearms, but that was it.

"Peter, this is amazing," Felicia said looking at herself in the mirror, she turned around and stared at her a.s.s streching out the costume, "Peter...did you make it tight around my a.s.s on purpose?"

I grinned, "I was going to deny it and make up some lie about how the suit came like that….but yeah, I totally did. Sue me."

Felicia rolled her eyes, "horny bastard."

"Indeed I am," I smiled, "here, try these on," I then handed her the goggles.

She slipped them on and blinked in surprise, "cool."

"Yup, and I'm not done," I took out the last piece of tech I made for her, a black bandana clip that fitted snugly on her head.

"What does it do..." she stopped as suddenly her silver blonde hair became pitch black. She gasped, "what?"

"It's something I got Sue to make for me, it basically makes people think your hair looks black," I told her.

"B-but why?"

I smiled running my hands through her now dark locks, "Kitten, I love you, and I love your hair. But it's iconic, like really iconic. I figured out who you were because of your hair, because of how unique it was. And if you're going after your mother's clients, then it's only a matter of time before they figure it out too."

Felicia's eyes went wide, "you're right. Oh how could I be so stupid!" She threw her hands up, "I knew I should have worn a wig, but it was too damn difficult to make it stick on my head!"

I laughed, "relax Kitten, no one got a good picture of you yet, everything's not lost. You'll just have to 'accidentally' let someone photograph you with black hair, thereby planting the idea that the Black Cat has black hair. Hell, if you want I can post a picture of me chasing you on Twitter or something."

Felicia blinked as she slowly realised I was right. "Yeah...yeah that could work!" she jumped at me, I caught her as she wrapped her legs around my and threw her arms around my head kissing me deeply.

She broke apart and whispered, "this is amazing Tiger, thank you."

"You're welcome Kitten, Happy Valentine's day," I smiled.

Felicia's eyes went wide, "what?!" she snapped her neck to her calender and found it was still a week before Valentine's day, "but there's week left!"

I shrugged, "I know, just wanted to give you your gift a little early lover," I smirked kissing her on the lips throwing her on her bed before climbing on top.

"Oh you are so going to get some tonight," Felicia purred out in my ear.

I bite her neck, "you're goddamn right." My hands roamed around her b.r.e.a.s.ts cupping them before slowly moving south. I bite down on her neck and dug my fingers into her fleshy t.h.i.g.hs. I reached up to her suit zip and slowly pulled it down, stopping half way and memorising the sight before me.

Her b.r.e.a.s.ts were popping out from the deep neck line. I took off my gauntlets and threw them aside, slipping my hands into her suit and pinching her n.i.p.p.l.es. I could feel her heart race under my touch.

"Tiger," she m.o.a.n.e.d as I pushed her costume aside revealing her b.r.e.a.s.ts in all their glory. Since we started dating they had been slowing growing in size, I don't know if it was because of my constant fondling or her genetics, but I knew they wouldn't stop any time soon.

I bent down and caught her n.i.p.p.l.es between my lips, l.i.c.k.i.n.g them gently before giving a playful bite. She m.o.a.n.e.d and I felt my trousers tighten in arousal. I quickly took off my suit and helped Felica out of hers.

We jumped into bed and tussled, I heard her m.o.a.n into my ears as for the rest of the night we spent every waking moment together.

February came and went, on Valentine's day Felicia surprised me with a trip to Disneyland, a place she knew I have never been. I was so excited and she knew it. She ended the day with a evening alone in her house, we cuddled and talked, and later in the night we decided to have some fun of our own.

The month of March also passed by without incident. I kept being Spider-man, kept stopping crime and all that. My popularity was slowly rising to Ironman levels, people loved me on Twitter, my snappy comebacks were like the talk of the week, kids in school would copy it whenever they could!

There was one thing though, reports from New Mexico about something destroying an entire town in one afternoon. I saw it on the NEWS, lighting and fire. Thor had arrived.

I asked, ergh, Agent David about it and he refused to talk about it, stating, "it's Classified kid, mind your own business. Get back to work! I want-" I just tuned him out after that.

But yeah, Thor was here, meaning the Avengers would soon be assembling, and I just knew it would be soon.

And now it was April, and even though I'm a f.u.c.k.i.n.g super hero with over a million followers on Twitter, Instagram and Snapchat, I'm still forced to attend school. I f.u.c.k.i.n.g this place sometimes.

I walk into school on Monday morning, sighing in irritation. I saw Harry and Flash talking to a couple of cheerleaders while Liz and MJ glared at them from across the hall.

Did I mention Liz and MJ had finally broken up with those morons? No? Well they had, and the day they did I actually yelled out in joy in the middle of the cafeteria. People gave me weird looks, but I didn't care.

"Looks at those two monkey brains," Liz hissed glaring the Flash, "going after the first piece of meat that winks at them."

"Forget it Liz," MJ sighed as she closed her locker, "they aren't worth it."

"That they aren't," Felicia suddenly arrived standing with the girls. Over the last month after Liz and MJ dumped those idiots Felicia decided to give making friends a try. It was actually easy to get Liz as a buddy, all she had to do was talk about fashion and burn Flash in public a few times.

"Hey girls," I waved at them.

"Hey Pete," MJ smiled.

"What do you want Parker?" Liz snorted. Yup, she still didn't like me. Go figure.

"Just saying hello to my amazing girlfriend," I said turning to Felicia and planting a very loving kiss on her cheeks, "everything good Kitten?"

"Just perfect Tiger," Felicia smiled, "Liz and MJ were just planning on getting back at their ex's later by pouring itching powder down their pants."

"Hey! We told you that in confidence!" Liz yelled.

"Relax Liz, any plan to ruin Osborn's and Flash's day is one I'm fully behind. Need help?"

Liz raised an eyebrow, "you want to help?"

I nodded, "yeah. I could whip up some extra strong itching powder if you want. Hm, maybe I could make it air solvent, like a spray, could work, seep into the skin, couldn't be washed off," I slowly let my brain work a way out to make that a reality.

"Peter? Peter? Are you okay?" MJ asked worried.

"He's fine, relax Red. It's just when he's geeking out over a new project he tends to...doze off," Felicia shrugged.

"Does he do that often?" Liz asked.

"You have no idea," Felicia g.r.o.a.n.e.d, "one night we were having a really nice moment on top of the Empire State building and he just dozed off! Like right there!"

"Wait, on top of the Empire State building?" MJ asked suspiciously.

"Ah, my mom got us passes, like really exclusive kind," Felicia quickly made up the lie, "so...yeah."

"Huh, cool!" Liz cheered up, "think your mom can get us some passes?"

"It's ah, kind of a one time deal...I'll ask her later," Felicia promised.

"I got it!" I suddenly yelled out startling the girls. I immediately took out my notepad and wrote down the formula, "Liz, you serious about making them itch?"

"You bet I am," she said curiously looking into my pad seeing formulas running across the page.

"Then Osbron and Flash better prepare for a world of itchiness!" I grinned, "I'll have this done by lunch! See you girls then!" I quickly run off for first period Chemistry.

"Felicia, sometime I totally envy you have such a loyal guy, but other times...he's just a nerd," Liz stated as a matter of fact.

"Yeah, tell me about it. But he's my nerd," Felicia grinned as the three went to their own classes.

At lunch I quickly made the itching spray and sat down with the girls. Felicia planted a kiss on my cheek, "hey Tiger, whatcha got there?"

I grinned holding up a small spray bottle, "behold and tremble, the itching spray! Twice as itchy and three times harder to wash off! Perfect to ruin an ex's day! Or pissing off bullies!"

Liz raised an eyebrow impressed, "wow, that was fast."

"Yup!" I grinned, "I'm awesome like that."

"So when are you two going after them?" Felicia asked.

"We don't know," MJ shrugged, "honestly it just isn't worth the hassle."

"Yes it is!" Liz snapped as she glared at Flash flirting with a blonde cheerleader who looked very similar to Liz, "it's totally worth it."

"Sigh, fine, but we can't do that today, we have the Spanish assignment to do with Jean," MJ sighed.

"Oh...right, forgot about that," Liz sighed, "fine, we'll make their life a living hell tomorrow."

"You might want to do something more, itching powder isn't really...vengeful," Felicia shrugged.

"What would you do?" Liz asked.

"You mean what would I do if Peter ever cheated on me?" Felicia asked. Liz nodded, Felicia smiled, "he wouldn't."

"Why do you say that?" MJ asked curiously.

"Simple," I reply looking up arrogantly, "I'm just that awesome."

Felicia rolled her eyes, "no, it's because if you do, I'll tell the whole world your secret," she smiled.

My eyes went wide, "are you...holy shit you're serious. Everything?"

Felicia nodded, "everything."

I gulped, "damn Kitten, you're vengeful huh?"

"Yup, so don't even think about it Mr.," she kissed my cheek, "you're all mine."

"Wait, wait, wait, what secret? What could Parker be hiding that he doesn't want anyone to know?" Liz asked.

"That's the point of a secret Liz," I told her rolling my eyes.

"He's right you know," Felicia smiled, "so until he does something so stupid I can't forgive him, my lips are sealed."

Liz sighed, "agh, I hate you both sometimes. So bloody perfect."

"Thank you," Felicia and I said at the same time. MJ laughed as Liz just grumbled some more.

After school Liz, MJ, Felicia and I all went home in Liz's car. The girl got it on her birthday and it has been showing it off every chance she got.

We arrived at her place and we got out. "So you guys coming in?" MJ asked pointing to her place.

"No, Aunt May and Uncle Ben are waiting for me," I told her, "I figure Felicia could spend some quality time with them."

"Bring a girl home so quickly Parker?" Liz raised an eyebrow, "sure you aren't moving too fast?"

"What are you talking about? I met them months ago," Felicia chuckled.

"What?!" MJ and Liz yelled out.

"Yeah, I think it was around January right Kitten?" I asked.

"Yeah, I think so," Felicia nodded.

"Oh my God," Liz's eyes went wide before she smirked, "when's the wedding?"

Felicia and I blushed. "Ah, don't you guys have to be somewhere?" I stammered out.

"Come on Liz, let them be," MJ said with a teasing smile.

"But MJ! I want to tease them some more!"

"I never said we weren't going to do that," MJ said, "let's give them a little break first. Besides, we really do have to get this project done, Jean will be here soon."

Liz rolled her eyes, "fine, stupid Spanish report. See you later you two! Parker, try not to knock her up!"

Felicia sighed, "God she's difficult."

I chuckled, "yeah, maybe, come on, let's go," we walked to my home. I unlocked it with my spare key and invited Felicia in.

Felicia looked around and found the room empty and no sign of anyone there. "Tiger, did your aunt and uncle go somewhere?"

"Yeah, upstate for a friend's wedding," I said throwing my bag to the side before pushing Felicia down on the couch before climbing on top of her, "which means you and I are all alone."

Felicia's surprise quickly turned to l.u.s.t, I smelt the maple syrup rushing through the air, "well then Mr. Parker, do you have any plans for today?"

"Well Ms. Hardy, I just have one plan," I leaned in and whispered, "making sure you go back home covered with hickeys."

"Sounds fun," Felicia grinned, "let me get us started," she grabebd me by my jacket collar and pulled me down, biting my neck..

"Oh no you don't!" I hissed, cupping her a.s.s fiercely, biting her tit exactly where I knew her n.i.p.p.l.e was. And judging from her gasp of surprise I was right. I smiled as I kept going, we tore off the other's clothes as fast as we could. Soon I was topless and Felicia was wearing nothing but a bra and her jeans.

"You want to take this upstairs?" I asked.

"Yeah, the couch really isn't the place for this," Felicia agreed as her fingers went to my jeans, "you know, the girls don't really believe me when I tell them about you."

"Hm? What do you tell them?"

"I tell them how big you are," Felicia smirked, her fingers curling around the hem of my pants, pulling it down slowly, finger tips tracing my b.r.i.e.f.s, "how you act like a horny little animal rather than the cool collected person you always are."

"I'm not that forceful am I?" I asked with a smirk.

"Oh Peter, you have no idea the monster you become in bed," Felicia purred out as I leaned forward to give her a kiss. And just then the door to the house came flying opened and people charged in.

"Peter! We need your help!" I heard MJ's voice cry out.

Felicia and I looked up at them, MJ and Liz came rushing in with another teenager with short red hair hanging limply by their sides holding her head in pain.

"What's going-Peter!" MJ shrieked as the girls noticed me and Felicia, "what are you doing?!"

I grumbled, "I'm trying to make out my girlfriend," glaring at her.

"Trying be the key word," Felicia sighed as she grabbed her blouse and put it on buttoning it up, "why are you here?"

"We need you help," Liz said holding the new red head in her arms, "Jean just suddenly started to get a headache and it's not stopping! We don't know what to do!"

I raised an eyebrow, "have you called an ambulance?"

"No, something's wrong Peter," MJ pleaded, "she says she's hearing voices in her head and….things started to move."

"Move? Move how?" I asked curiously.

"They started freaking levitating!" Liz said hysterically, "like on their own! I think she's possessed or something!"

"We came to you because you're the smartest person we know Peter," MJ explained, "we figured you would have more experience with this stuff because you hang out with the Fantastic Four."

I nodded and looked at the girl, she was whimpering in pain clutching her head. Just then I saw a set of candlesticks in the table across the room slowly float upwards. A telekinetic? Was she a mutant? Was she….holy shit!

"MJ, what's her full name?" I asked in patted horror.

"Jean Grey I think," MJ replied.

"Oh shit," my eyes went wide, I looked at the girl once again, red hair, s.e.xy, green eyes. This was Jean freaking Grey! She was in my house! And it looks like she's manifesting her powers! Now?!

I can't let her read my mind, that would be a disaster! She would know everything! I need to stop her, how? I can knock her unconscious, but that would raise more questions which I can't answer. I need to stop her powers from taking over!

I began to think, physics had to be reading people's minds by some sort of telepathic waves right? Like maybe microwaves? I need to block her brain waves from going out of her head, but how?

"Peter! Are you going to help her?!" Liz asked.

"Of course I am, put her on the chair," I pointed at the lounger. The girls helped Jean on and stepped back.

Magneto had some kind of special helmet to stop Charles Xavier from reading his mind….Aluminum! There must be a reason crackpots on the internet wear them to keep people from reading their minds right?!

I quickly ran into the kitchen and looked through the cupboards. I found a roll of foil wrap quickly and tore off a huge chunk, crushing it into a metal surface.

I then rushed back into the living room.

"What are you going to do with that?" MJ asked.

"This," I told her, pressing the foil on Jean's head, covering her entire head.

Jean's eyes slowly let up, she started to blink, her breathing slowed down. She looked up, "t-thank you."

I sighed, "no problem." Jean's eyes then went down and suddenly she blushed. I blinked in surprised, "Jean? Are you okay? You're looking red."

"That's because a hot shirtless boy is currently standing over her with his pants unbuttoned," Felicia supplied snarky.

I looked down, I guess I forgot to wear a shirt in all the commotion. I chuckled, "oops," I quickly buttoned up my pants and put on my shirt.

"Oh damn, and I was just getting a good look too," Liz grumbled.

"Hands off Allen, he's mine," Felicia smriekd.

I turned back to Jean, "you okay? Can you still read our minds?"

Jean and the others looked startled.

"W-what do you mean?"Jean asked, "read our minds?"

"Yeah, you know those voices you heard?" she nodded, "those were our thoughts. You're a psychic Jean."

"What?!" Jean cried.

"What?!" Liz, MJ and Felicia replied.

"Yup," I nodded and g.r.o.a.n.e.d, "but...where are you from anyway? How did you end up here?"

"What do you mean Peter? She goes with us to school!" MJ cried out.

"She does?" I was surprised, "I've never seen her before."

"Y-yeah, I get that a lot," Jean nodded hanging her head, "people tend to look over me."

This wasn't right. I quickly went through Peter's memories and sure enough Jean was in a few of his classes Freshman Year, but she eventually went to different classes and he never really bothered talking to her, thanks Peter, for being such a f.u.c.kign loner.

This was strange though, the Jean Grey I knew was always so...open about everything, confident, proud, maybe it was her youth that made her act so strange. She was tiny, like only 5 feet tall, her shoulders were hunched down making her seem smaller, she reminded me of a little baby bird rather than a soaring phoenix.

I sighed, "damn, sorry about that Jean, I'm kind of a klutz when it comes to social interactions."

"Can we please get back to the psychic thing?! Because I'm really freaking out here!" Liz yelled.

"Yeah Tiger, what do you mean psychic?" Felicia asked.

"Well, I mean she can read minds and move this things with her head," I replied with a shrug, "it was either that or she had cosmic powers, which means nothing I or anyone else on this dimension could do to help her."

"Wait so….she's a mutant?" Liz asked as fear seeped into her voice, the scent of lemon, the scent people gave when afraid, quickly filled the room.

"I'm a mutant?" Jean asked in fear.

"Yeah, you are," I nodded, "and so am I."

"What?!" MJ and Liz asked in surprise while Jean's eye's just went wide.

"Peter, what are you doing?" Felicia hissed.

"It's okay Kitten, I got this," I told Felicia, "I am a mutant, I have a mutated brain, makes me smarter than the average man. Felicia is also a mutant, her hair is almost silver. MJ is also a mutant, heck all redheads are mutants."

"Peter, what are you saying?" MJ asked a little confused.

"I'm saying we all are mutants some way or another, Jean's mutation just happens to be a bit more extreme," I hated mutants being hated by the general public, I won't let Jean face that, "Jean, you're a mutant, but that doesn't mean you still aren't a human. Got that?"

Jean looked at me with wide eyes as she slowly nodded, "y-yeah."

I nodded, "good. Now….lets see what you can do," I grin.

"What?" Jean asked.

"Your powers, I want to see what you can do!" I grinned before stopping, "no, wait, maybe I should make you a proper damper for your powers, you can't just walk around with tin foil on your head, hmm….come with me."

I motioned them to follow and the four girls did. We went down to the bas.e.m.e.nt where I set up my old lab. It got a little bit of an upgrade, a better PC, science tech and a few Spider tech that I hide away under the floorboard, but unfortunately I rarely ever use this place anymore.

I sat down at my work station and quickly began working on something that could help Jean to control her powers.

"Is this your lab?" Jean asked looking around in surprise.

"Yup," I told her.

"I didn't know you had a lab down here Tiger," Felicia sounded sad.

"I don't ever use it any more Kitten, not since I got the Baxter building."

"You really work for the Fantastic Four?! So cool!" Jean said with wide eyes.

"Thanks," I chuckled.

"Wow, even at home you're a nerd," Liz huffed as she sat down on the spare bed we keep down here.

"Well what did you expect? Peter is a nerd," MJ giggled.

"P-Peter, do you think you figure out what's happening to me?" Jean asked.

"Well I'm not really sure Jean," I reply as I took out a hair band and began lining the surface with insulated wires, "you can move things with your mind, your brain can somehow interact with the material world, how I don't know. But I do know it has something to do with waves of energy as that's the only way something like your powers even begin to make sense."

"So what are you going to make?" Felicia asked.

I smiled, "wait and watch."

They did so and in fifteen minutes it was ready. I stood up and sighed, presenting the now wie covered headband that had a small batter attached to it, "here, this should help keep your powers in check."

Jean gulped as she took the headband and looked at me, "w-will this work?"

I shrugged, "no clue, but let's see if it does," I grabbed her tin hat and pulled it off.

Jean's eyes squeezed shut in pain before she immediately put the headband on and slowly the tension in her head let up.

"I-I think it's working," she said finally.

We all let loose a sigh of relief.

"I don't believe it, how can she be a mutant? She seems so...normal?" Liz asked.

I shrugged, "anyone can be a mutant Liz, even you."

Liz blinked, "what? Seriously?!"

"Yeah, inside some people's body is something called the X-Gene, it grants them their mutant powers. Usually people get mutated around puberty, activation these powers," I g.r.o.a.n.e.d, "it really is a fascinating study. The human race is evolving in such an amazing way."

"Damn," Felicia whistled turning at Jean and narrowing her eyes, "don't even think about reading my mind."

Jean gulped, "I-I won't! I don't even know how."

"Yeah, we probably need to do something about that," I said with a sigh.

"What? What do you mean?" MJ asked.

"Jean needs to learn how to control her powers," I told them "if not she could end up in big trouble. We know next to nothing about her powers, they could eventually grow so powerful the device I made won't be able to stop them anymore."

Jean gulped, her hands touching the band on her head, "you think that can happen?"

"It's possible," I nodded, "you need to learn control...hm, grab your things, I know just the place."

The girls looked uncertain, it took me a long time to convince Jean this had to happen before she finally agreed. Liz was scared, but she refused to look afraid, MJ agreed to come immediately and Felicia didn't want to leave me alone with three beautiful girls. It's so cute the way she gets so jealous.

We made our way to the abandoned Train Yard. I pushed the doors opened as we all walked in.

"Eh, I hate this place, by far the worse place I have ever made out in," Liz grumbled.

"Agreed," MJ glared as she remembered the time Harry took her here and try to force a kiss out of her. I don't know what would have happened if I didn't show up when I did, I'm just glad I did.

"Alright, let's see," I looked around spotting an empty tin can in the corner, "perfect." I grabbed the can and put it in the center of the room, "Jean, stand in front, guys, you might want to step away."

The girls did so as Jean and I stood before the can. "You want me to move it? W-with my mind?" Jean gulped.

"Yeah, I do."

"I-I don't know, I don't think I can-"

"-Yes, you can," I told her with a reassuring smile, "I know you can."

"But the voices-"

"-Won't bother you if you don't let it. Your brain is like a muscles you control it, not the other way around...I think. Meh, you should be good, just ah...if you read my mind, just let me explain a few things before you go crazy okay?"

Jean blinked, "what?"

"We all have secrets Jean," I shrugged.

Jean gulped, "o-okay, I'll try," she touched the head band and slowly took it off, wincing from the suddenly influx of voices.

I couldn't help it, I immediately began to think about what Jean would become, the Phoenix. Jean looked at me with a confused look, "what was that?"

"I-I can explain….what did you read?"

"I...nothing," she replied, "it was too jumbled for me to understand."

I blinked, "what?" I thought to myself, 'Jean you're so freaking hot!'

Immediately Jean began to blush, "y-you said I'm hot."

I nodded, "yeah," I now narrowed my eyes, 'Jean, you will become the Phoenix when you grow.'

"I didn't understand that," she blinked, "it felt like static."

She can't read my brain when it comes to facts or the future?! Holy shit! I need to experiment! "Alright Jean, focus on my thoughts once more okay? Tell me what you can read," I closed my eyes, 'SHIELD is HYDRA, Tony and Steve will cause a civil war, I'm pretty sure I'm going to become an Avenger at some point'.

"Ah, you said something about being an Avenger?" she replied, "I couldn't make out the rest."

So she could only read my thoughts and guesses but not any knowledge of my future? This...this was the act of the person who brought me here, whoever or whatever they were. "Okay...we can deal with that later Jean, for now let's focus on controlling your powers."

She nodded, "right."

I immediately focused on the task at hand and nothing else, not letting myself think about anything else. "Focus on me Jean, focus on the sound of my voice, drown everything else out."

She squinted, "I-I can't!"

"Yes, you can!" I raised my voice a little, "listen to my voice. Imagine your powers like a giant speaker, all those voices being amplified into you head. Imagine a giant volume dial set of full. Imagine all the voices coming out of it, and now, I want you to turn the volume down."

Jean's eyes flickered open as she focused, I remembered seeing a TV show called Legion, where the son of Charles Xavier had trouble with voices in his head, just like Jean. I remembered how he learnt to control his powers, hopeful Jean can do that same.

She looked like she was struggling some more, she squeezed her eyes shut, "it's going down."

"Good Jean, keep it up, tune it all out, slowly, until you can't hear them anymore."

A minute later she opened her eyes and looked at me, "t-they're gone!"

I grinned, "good job, now keep that mental image in your head, if they ever come back you can deal with them on your own."

"Holy shit, did you see that?" MJ whispered.

"How did he know how to do that?" Liz asked suspiciously.

"I have no idea," Felicia glared.

"Alright Jean, I want you to focus, focus on the tin can before you. You think that you can't move it, but you can. Your mind is an amazing thing, and you can do it if you try."

Jean looked at me in wonder filled eyes and quickly nodded, "right!" She turned to the tin can and focused, trying to lift it with her mind. She was so focused, she determined, I could feel determination role off of her, by which I mean I could smell it, it smelt like mint.

And suddenly the tin can began to wobble.

"Oh my God! Did you see that?!" Jean turned to me with wide eyes.

"Oh my God Jean that was epic!" Liz ran up with the other girls walking besides her, "can you do it again?"

Jean nodded as Liz and MJ surrounded her and watched as she made the tin can wobble once more. The girls cheered once again, Liz challenged Jean to actually lift the tin can into the air now and the redhead was more than willing to try.

While this was going on Felicia poked me I turned to meet her worried gaze. "What is it?" I asked.

"Nothing," she replied slipping her arms around me, hugging me tightly.

"Kitten, if something's bothering you tell me," I kissed her head of hair hugging her back.

"It's just...you seem so comfortable around her," Felicia mumbled, "you just met this girl and already you're acting like her best friend."

I smiled, "you're so cute when you're jealous."

"Hey! I'm not jealous!" Felicia hissed.

"Okay, okay," I chuckled, "you're not jealous…..she reminds me of me."

"What?"

"She reminds me of when I first got my powers. I had no one to help me...so I guess I just felt like I had to help," I told her honestly. Plus I knew how dangerous she could grow to be if someone didn't help her control her powers now. Jean Grey was a threat to the world in large, I need to make sure she never loses herself to her dark side and let the Phoenix rise.

"Damn, I forgot you were such a boy scout," Felicia said sarcastically, but I saw her smile as she buried her head into my c.h.e.s.t.

We then walked back to Jean and the other's, Felicia's hands wrapped around mine protectively. I smiled, "alright Jean, you're doing great."

"This is amazing Peter!" Jean cried out, staring at the now hovering tin can, "thank you so much!"

"Neah Jean, it's all you," I shrugged, "but I think from now on you need some professional help, and I think I know just the man to help you."

Jean and the others looked curious. "Who?" Jean asked.

I smiled, I took out my phone and googled his name and displayed a Wikipedia page dedicated to him. I showed them the phone screen, "his name is Charles Xavier. He's the world's foremost expert on mutants. I think maybe we ought to call him."