Recarnation Of Ultimate Spider Man

Jean did not want me calling for outside help. No matter how much I tried to convince her otherwise she was determined Charles would treat her like a lab rat and experiment on her. I couldn't tell her he was a mutant himself or that he had a school for people just like her, because well...how could I?

Officially Charles was a human, and his school wasn't registered anywhere, so I couldn't have none all of that. So I was stuck, helplessly listening to Jean rant about how Xavier was probably some freak who liked little girls.

So instead we came to a compromise. Jean needed to learn to control her powers, she wouldn't go outside for help, so instead I would train her.

Felicia didn't like the idea of me spending so much of time with another girl, so she insisted she come along as well. And then Liz and MJ asked as well, the girls apparently grew closer when they found out about Jean's powers, so now they were all the best of buddies.

I did make a psychic damper into my helmet, just in case. I knew jean couldn't read my thoughts about the future and what not, but still, someone more powerful, like Xavier might be able too. Better safe than sorry.

A week quickly passed by, the four girls were often seen talking together in school, they quickly drew the eyes of all the boys there, since most were single.

I walked into school on Monday morning and was surprised to see a jock leaning against Felicia's locker and talking to her. He wore his sports jacket and was stacked like a bodybuilder.

"So babe, whatcha doing tonight?" he wiggled his eyebrow.

"Probably going to be with my boyfriend," Felicia shot back.

"Who?" he asked in genuine surprise.

"Peter," Felicia hissed.

"Parker? You're serious? Forget that whimp! I know how to show you a good time," he said moving closer and that's when I decided to step in.

"Excuse me, coming through," I sent a jab into his ribs, causing him to buckle in pain, "you okay there man? You like you're constipated, you should really stop being full of shit," I glared.

"Good morning to you too Tiger," Felicia smiled, "bye Brad, nice talking to you," Felicia held my hand as we walked to our first period. "That was a little excessive," she whispered.

"He deserved it," I shrugged.

"I've seen you bent steel with your b.a.r.e hands Tiger, he didn't, he was just acting like an idiot," Felicia shrugged, "you really shouldn't act so jealous."

I smirked, "oh really? Two words Kitten: Jean Grey."

"Hey, that's different and you know it!"

"How so?" I smiled with a raised eyebrow.

"Because Brad's not in love me with me," Felicia rolled her eyes.

I stopped, "s.e.xy cat lady say what now?!"

"Oh come on Peter, you see the way she looks at you, I swear it's like that girl doesn't even try to hide it. I'm surprised you didn't realise it sooner."

I blinked, "I just….I never thought it was possible," which was true, this was Jean f.u.c.k.i.n.g Grey! The Phoenix! How the hell did she get a crush on me?! "This is so weird."

"Oh get used to it Tiger," Felicia whispered, "why if I wasn't here to teach these bitches to back off you'll be flooded with girls," she looked to the left and glared at a group of girls that smiled at me.

"You do know they're staring because of the clothes right?" I pointed at the fashionable new set of clothes I wore that Felicia had picked out for me, "I've been getting so many looks because of these."

"Oh please Peter, clothes don't make the man, well, they do, but in this case I would say they are staring because of your body under the clothes. You really have changed you know."

She was right, I had grown. I now stood at 5 feet 10 inches with broader shoulders and bigger biceps, swinging across the city did have it's advantages.

We walked into the class and found MJ, Liz and Jean sitting together. Usually Jean wouldn't be anywhere near them choosing instead to sit further away near the back and putting her head down, but now they were best friends and all that.

Felici and I sat down next to them, Liz and Jean sat in the back while MJ, Felicia and I sat in front of them.

"Hey Felicia," Liz greeted us, she looked at me and smirked, "morning Parker, I heard you beat up Brad for flirting with your girl."

I raised an eyebrow, "how do you know about that already?"

"A couple of kids saw you and took a video," Liz shrugged showing the video of my dropping him down like a sack of potatoes.

I smiled, I immediately took out my phone and commented on the video:

My Kitten, back off!

Felicia looked at the comment and rolled her eyes, "possessive."

"Oh you know you love it," I waved her off.

"So what are we doing today you guys?" Jean asked eagerly, "I've been working on the mind reading thing, I think I can actually try and read people's minds on purpose now!"

"Not so loud Jean!" MJ hissed looking around and sighing when she found no one giving us weird looks.

"Sorry," the redhead blushed.

"It's cool Birdie, just remember, soft words," I told her using the nickname I chose for her. Like I said, she wasn't the glorious Phoenix, she was a small little birdie.

"Y-yeah, sorry," Jean blushed.

Felicia leaned in and whispered, "keep doing stuff like that and she'll fall harder for you."

I blinked, oh shit I didn't realise that. I looked at Jean and gave a nervous sigh before turning back to pay attention to class. Just then the door opened and the two morons of the class walked in Harry Osborn and Flash...Thommy? Timothy? Oh shit...I actually forgot his last name….f.u.c.k!

"Hey Kitten," I leaned in and whispered, "what's Flash's last name again?"

"Thompson, why?" Felicia asked.

"I forgot," I shrugged.

"You forgot Flash's last name?" MJ asked in surprise.

"Hey, out try to do quadratic equations in your head and still remember some moron's last name," I shrugged.

Liz rolled her eyes, "if only I could forget him as easily as you can."

And just like magic Flash noticed Liz and the rest and smiled, "Liz! Hey! What's new girl?"

"Nothing Flash," Liz shrugged as Flash and Harry walked up to us. Liz then turned her gaze at the asian chick on Flash's arm and glared, "who's this?"

"Oh, ah, this is Paulie," Flash said nervously.

"Hey," Pauline smiled and waved.

"Hey Pauline, want a cracker?" Liz snorted.

The girl looked sad and Flash looked pissed, "not cool Liz!"

"Whatever meat head," Liz scoffed, "get lost."

"Hey now no need to start a fight," Harry quickly stepped up. He looked down and smiled at MJ, "hey MJ, long time no speak."

"Believe me, that was intentional," MJ replied.

Harry shrugged, "I deserved that," he then finally noticed another redhead in the group, "hey, your Jean right?"

Jean gulped, "y-yeah. Hi."

"Hey, nice to meet you," Harry then dismissed her immediately and turned to MJ, "so, what are you doing later?"

MJ glared, "I'm hanging out with my friends."

"Really?"

"Yeah, really," Felicia and I said at the same time. God I love this girl! It's like she could read my mind!

Harry then looked at us and sighed, "too bad. Hey, when you're free, we should catch us, just the two of us."

"I'll think about it," MJ shrugged.

"Cool, come on Flash, Pauline," Harry walked past me, "hey Parker."

"Osborn," I gave a stiff nod, ignoring him otherwise.

After school ended we all got together and went to the Cafe I refused and sat down in the table in the back. I had began to tutor all of the girls in various subjects. MJ and Felicia had psychic, Liz had Chemistry and Jean had math. It was a lot of work, but the one hour we spent together really brought us all closer.

"Hey Pete, what's this?" Jean asked as she slide closer pushing her textbook towards me.

I looked down, she was getting awfully close, I sighed, focus man, focus. I began to answer her

Question in as much detail as I could, ignoring her poor attempts at flirting. Honestly when you're dating the Black Cat, things like this seem tame.

Felicia looked at her boyfriend and Jean, she honestly felt bad for the girl. She knew one thing, Peter wouldn't leave her, not for someone like Jean Grey. They have been dating for months now and there wasn't any reason for them to break up, no secrets, nothing. She really did feel bad for the red head.

Finally we were done, we packed up our stuff and walked out of the cafe.

"So what do you guys want to do now?" I asked them.

"I want to get some training done," Jean spoke up, "I'm sure there are things I can do that no one else can, I just need to find out what."

"Jean what exactly are you going to do?" MJ asked. Everyone turned to her questioningly, "what? You all must have thought about it right? She can read minds for God's sake! She could basically be anything she wants!"

I nodded, "you're right," I turned to Jean, "what do you want to do Birdie?"

"I...I guess I want to help people," Jean admitted, "you know, like Spider-man."

I smiled, "really? You want to go around town wearing tights?"

"Hey, for your information Spider-man looks great in tights," Liz huffed, "that a.s.s is so pinchable!"

"I know," Felicia grinned wiggling her eyebrows at me as I rolled my eyes.

"Right, anyway, you really want to do that? Be a superhero?"

"Well, yeah," Jean nodded, "I think so."

"Why?" I asked her.

"What do you mean?"

"Why do you want to be a superhero?" I asked.

"Well….I should do something good with my powers right?" Jean said looking at her hands, "I don't know why I have them, but I do and….shouldn't I try and do something good with them?"

"Well Tiger, looks like she really is your student," MJ chuckled.

"Yup, self righteous and all, perfect fit," Felicia snorted.

"What do you mean?" Liz asked, Jean looking equally confused.

"My uncle has a saying," I tell her, "with great power-"

"-Comes great responsibility," MJ and Felicia completed.

I chuckled, "yeah, that's the one. And basically I try to live by that code. I try to make the better world with my inventions, try to further it forward. So if you're really going through with this, if you really want to protect people, you always have to remember that your actions have consequences and you must always try to do good, because if you can, it is your obligation to do so."

Jean looked at me in awe, huh, kind of happening a lot these days huh?

"Birdie? You still there?" I ask.

She slowly nodded, "yeah, I understand. With great power from great responsibility."

I nodded, "exactly."

"Damn Parker, since when have you been so zen?" Liz chuckled.

I smiled and shrugged, "since always."

We walked down the street a few blocks over, MJ had finally joined acting classes, so after dropping her off there Liz would drive away in her car while Felicia and Jean would go for the latter's training and I would meet with….David. Douche bag.

But as we turned the corner my spidey senses suddenly kicked in. I looked up and saw a giant construction crane wobble over us, dropping a steel beam from its load.

"Get down!" I yelled, grabbed the girls and pushing them to the side. I looked up from the ground and saw an old woman still standing there right under the falling beam, "no!"

The beam was a story away from the ground, I expected blood to come pouring out, but then, like magic, the beam stopped.

I turned to the only other super powered being I knew, Jean was holding it up with all her will, the scent of mint covering the street as she pushed everything into it.

I got on my feet, grabbing the old woman and pulled her away, the very next second Jean let go of the beam and it crashed into the pavement.

"Oh my God, thank you young man!" the old woman cried out.

I looked around, cameras, people snapping pictures of me and the beam. Good, Jean wasn't on focus. I turn around and looked at Felicia, "sneak away, I'll draw their attention."

She nodded and quickly she pulled them away. I was quickly mobbed by people, the old woman profusely thanking me while I just stood there and took it for as long as I could. I couple of people took pictures of me and soon the police arrived.

It was night before I was able to leave the scene, I had to call agent David and explain the situation, luckily the asshole didn't make such a big deal out of it. It was already evening by the time I meet up with the girls again in MJ's house.

I climbed up MJ's wall and knocked on the window. MJ opened and smiled, "hey Tiger, get in here."

I did and quickly Jean stood up, "I'm sorry. I didn't think-"

"-No, you did good Jean," I told her as I sat down next to Felicia on MJ's bed, with MJ joining us and Liz and Jean sitting on separate chairs. "I told you, great power, great responsibility. You saved that woman's life without a second thought, you did good Birdie."

"Told you he wouldn't be mad," Felicia pressed a kiss on my check, "my man's too big of a softy."

Jean sighed, "thank you."

"Did people connect the beam thing to Jean?" MJ asked.

"No," I shook my head, "I kept the focus on me. And when someone brought it up I just waved it away as a their imagination. It was difficult, but luckily the cops came by then and made the people disperse."

"So we're safe? No one knows about Jean?" Liz asked.

I shook my head, "now...although there were cameras around….I can't be sure."

Liz quickly took out her phone and began searching in moment she stopped and cursed, "f.u.c.k."

"What is it? Found something?" I asked.

"Yeah," she showed a picture taken from across the road. I was pulling the old woman away, that was in the center frame, but in the corner one could see Jean holding out her hand.

"That doesn't look too bad," Felicia said reassuringly.

"Yeah...it almost looks like Jean's calling out for Peter," MJ replied.

"Are there any other photos?" I asked cautiously.

"With Jean in them? No, this is the only one," Liz sighed.

We all let out a sigh of relief.

"You're going to have to be more careful Jean," I told her, "your identity is your biggest secret, you need to keep it."

"Yeah," Jean nodded, "what do you think I should do? Spandex?"

I snorted, "maybe."

"Oh, maybe we can buy something!" Liz called out, "you would look amazing in a jacket and jeans combo! Classy and practical!"

"We should totally design her suit!" MJ exclaimed.

"Totally!" Liz agreed with an equal enthusiasm as they dragged Jean to MJ's fashion magazines and made her look through it for a costume.

Felicia turned to me and whispered, "think SHIELD's interested in her?"

I gritted my teeth, "I don't know. I know they have me under surveillance, and I know they keep an eye on my friends but...I don't think they know. The event was an accident, they would have had to keep the camera on me 24X7 and hope to catch something, and I think I more than proved my loyalty to them. No...I think she's safe from them."

"Then who else?" Felicia asked.

I growled, "there are more things that go bump in the night than just SHIELD."

Another week quickly went by without incident. People in school were once again praising me for saving the old woman's life. I pushed it off as best I could, I really didn't like the attention, nor did I deserve it.

MJ and Liz were a little busy though, working on Jean's costume. I got a few glances here and there and I was certainly impressed, they sure did have talent. I gave them a few suggestions, like making her colour combo green and yellow, they thought it was perfect. Of course it was.

And on Saturday night we all gathered once again in MJ's room, Felicia and I sitting on the bed while Liz and MJ walked in.

"And now, presenting for the first time, Marvel Girl!" Liz announced.

The door opened up and Jean walked in wearing her costume. It had a green set of pants and a black top with 'M' stitched on in yellow. She wore a green overcoat with yellow going down her sides and a pair of gloves. Completing the costume was a yellow scarf tied around her head similar to what I saw Iron Fist wearing, covering her hair. The eye holes were curved like a cat, perfectly capturing Jean's eyes.

Felicia whistled, "damn."

I nodded, "you look the part Birdie. What's it made out of?"

Liz and MJ blinked. "Ah, cloth? The jacket's leather and the pants are like 50% cotton I think," Mj shrugged.

I sighed, "you're telling me you made a costume with no protection of any kind? She's psychic, not bullet proof!"

"Hey where the hell are we supposed to get armour?!" Liz cried out.

"Oh I don't know, how about asking the guy who works in the central hub of new technology?!" I replied sarcastically.

"You two really should have thought of asking Peter," Felicia nodded, "but okay, Tiger, can you fix something up for her?"

I sighed and nodded, "yeah, I know how to make the polymer blend now, I can fashion a good enough suit like this in the Baxter building, shouldn't be a problem."

"Great, so don't come asking us for bulletproof shit," Liz grumbled collapsing into a chair.

"It's amazing, thanks you guys," Jean said with a smile, "I feel so cool!"

"Yeah," MJ grinned.

"So, when are we going out?" Liz asked excitedly.

"We?" I raised an eyebrow.

"Out?" MJ mirrored my questioning nature.

"Well, yeah. We got the suit and the girl, shouldn't we like, test her out?" Liz asked shrugging.

"Maybe it's a little too soon for Jean to be out," Felicia argued, "I mean she did literally just start. Maybe we should train her some more. I know a few basic hand to hand skills she would find useful."

I nodded, "yeah, agreed."

"No," Jean spoke out, "I-I want to go out. I want to at least see what I can do!"

I raised an eyebrow, "Jean, you need to be ready. You can't always rely on your powers to bail you out every time."

Felicia scoffed, "yeah, believe him, he know's what he's talking about." The other girls looked confused by Felicia's statement, but I ignored her altogether.

"Peter, I need to do this, please," Jean said in a begging tone.

I looked at Felicia, she shrugged. I sighed, "fine. But it's just for tonight. After which you won't leave until Felicia's trained you."

"Oh and what makes Felicia so good at fighting?" MJ asked rolling her eyes.

"I'm a black belt in taekwondo and won the women's nationals in Judo," Felicia replied cooly.

"Huh….that'll do it," MJ nodded.

Jean grinned, "this is going to be so cool!"

I sighed, I quickly thought up of ways to keep her safe and quickly decided upon one. "Alright, I have to go now, work calls. But Jean, Felicia, MJ and Liz will be here to help."

"We got your back girl!" Liz cried out.

"You really have to go? Now?" Jean asked uncertain.

"Yeah, sorry," I kissed Felicity on the lips, and whispered in her ear, "I'll watch over her as the Spider."

Felicia nodded, "okay."

"Peter, I don't think I can do this without you," Jean said.

I smiled, "I won't always be there to hold your hand Birdie, you're going to have to spread your wings and fly. Don't worry, if anything happens I'll be there immediately."

I said goodbye to the girls and immediately went into my house and changed clothes. I took my backpack and pressed the hidden spider logo on it's side activating it. My costume exploded outwards, I slipped it on and slammed my hand on the c.h.e.s.t, activating the arc reactor.

I then slipped on my mask and web gauntlets. I rolled my shoulder feeling the new weight of the spider arms I had attached to my back. They were dormant right now and I haven't actually used them in real combat, hopefully I won't have to just yet.

I snuck out of my home just as Liz drove away with Jean, Felicia and MJ in the car. I sighed, I so had a bad feeling about this. I managed to keep up with them, following behind as they drove towards the bad part of town.

Liz parked a few blocks away and Jean stepped out looking nervous. I sighed and shook my head, she so wasn't ready.

Just then my phone began to ring, it was Felicia, I picked it up, "hey Kitten."

"We are in Peak's point," she told me.

"I know, look up," Felicia slowly did, making sure MJ and Liz didn't notice. I waved at her, "she's not ready."

"She'll be fine."

"She doesn't have the training."

"Did you?"

"I had the ability to sense danger before it happened and spider like reflexes. She can move things with her mind." I noticed her walk out of the alley, her posture stiff, "I'll call you back, I'm going to make sure our girl doesn't die."

"Good luck Tiger," Felicia purred. God, I swear it's like sometimes she does this all on purpose!

I jumped from rooftop to rooftop following Jean as she walked around town. More than once she got cat called by people on streets and heckled for dressing up in a costume. She ignored them and kept going on, I was honestly impressed, the nervous wreck I knew a few weeks ago would have frozen in shock, she had grown so much in so little time.

Eventually though, she did find trouble.

She walked into an alleyway and immediately three people jumped out befor her and two behind. They waved around a knife and baseball bats, laughing at her. I couldn't hear the threats they made, but it made me pissed off regardless.

And then they attacked.

Jean moved, pushing the guy with the knife back as hard as she could. They looked stunned at the sight of one of their own go flying away, but Jean didn't stop.

She threw a trash can at them, knocking them on their asses. She then threw another one into a all and when one guy charged form the back she threw him over her head, through the air and into another guy who tried to get on his feet.

She looked like she was having fun beating those thugs. She danced around, throwing them from one corner to another. But just then I noticed one guy looking really pissed as he charged into Jean's blind spot with a knife thrust forward.

"That's not very nice!" I called out shooting a web line and grabbing the weapon out of his hand.

They all stopped and turned to see me standing on the wall a few feet off the ground examining the knife. "This is very dangerous you know. People could get hurt, like innocent unopened letters."

"S-spider-man?!" one guy yelled out, "f.u.c.k this! This bitch ain't worth it!" They all turned around and ran leaving me and Jean alone.

I jumped down and tossed the knife over my shoulder, "you know I really do miss the old days when common thugs didn't run in fear. Like back then they actually stood their ground and fought back! Sigh, so sad."

I looked at Jean, she had her jaw dropped in awe, her eyes sparkling. I tilted my head, the only way to show any emotion through this mask, "so...who are you supposed to be?"

"I-I'm Marvel girl," she squeaked out looking scared out of her wits.

I chuckled, "it's alright Marvel, I'm not going to bite...well, unless you ask me too." Jean squeaked. I looked around and whistled, "damn, you have some power. What is it? Telekinesis? You a mutant or cosmic accident?"

"M-mutant," Jean squeaked out, "a-and your Spider-man!"

I nodded, "right in one! What gave me away? Was it the giant black spider on my c.h.e.s.t?" Jean chuckled, "oh great, you can laugh. I was beginning to think all you could do was squeak in fear. If you're going to be a hero you need to be brave Marvel Girl."

"I am!" she cried out passionately, "it's just...I've never met a really super hero before."

"Oh, that's sweet," I flicked her on the forehead, "but if you're serious about being a hero, you need to start taking this more seriously. Go home, train, learn, adapt. You can't use your powers for everything, got that?"

Jean nodded, "yeah, I know. It's just….I wanted to see what I could do."

"Well from what I saw you have the potential to be something pretty amazing," I chuckled taking out my phone, "selfie?"

Jean's eyes sparkled, "yeah!"

I chuckled as we stood next to each other, Jean putting up the peace sign while I gave my trademark devil horns. I quickly put the picture up on Instagram with the caption:

Just meat a real Marvel today, NY, say hello to Marvel Girl! Careful, she bites.

I made sure Jean's face was a little blurred, keeping the image distorted in order to hide her face, not that you could tell it was her right away. I turned to Jean, "alright Marvel Girl, stay safe, don't do anything I wouldn't do, and don't worry, you'll get the hero thing soon. I just know it."

Jean smiled as I jumped away crawling up the building wall. "Thank you Spidey!" Jean cried out.

"You're welcome!" I yelled back, crawling into the roof and hiding in the shadows. I looked down and followed Jean as she quickly walked back to where Liz and the others had parked.

She quickly got in and they drove off. I followed them from the roof tops, Jean seemed to be telling them all something excitedly, probably of her first meeting with the most amazing super hero in the world.

It seemed like it was going to be a smooth ride back home, when suddenly I saw something flying across rooftops, landing in the middle of the road.

Liz's car screeched to a halt as we all stared in surprise at the metal beam imbedded into the middle of the road. The girls looked confused, but for me I felt what must have been the very beginning of a heart attack.

He was here. How? How did he know?! Was it my picture? No, I didn't add a location and I doubt Magneto of a people used Instagram, but as I was thinking, the man in question came in view.

He floated down from the sky, the girls looked up at him. He wore his trademark helmet and purple cape. His suit was black with a red c.h.e.s.t piece and his arms had purple bracers.

"You," his voice was so soft yet loud, I could see the whites of his eyes behind the shadowed insides of his helmet, they were looking at Jean, "you are a mutant, strong and perfect in every way."

"Who the hell are you?!" Jean yelled out, stepping protectively before her friends.

"I am Magneto, a mutant, like you," he stated, his cape billowing in the wind, "I have come with an offer."

"Yeah? What is it? Want some fashion advice? Capes were so last century bro!" Jean yelled back. I raised an impressed eyebrow, her first night out and already she was trash talking like the best. I'm so proud!

"I offer you salvation, Jean Grey," he ended slowly.

Jean gasped, "h-how did you find my name?"

"I have my ways," Magneto nodded, "join me, and I will show you a world unlike any other. Where you don't have to hide who you are, what you are. Join me Jean, you will never have to hide, show the world just how amazing you are."

Jean paused, I could see her thought's considering it. She was about to speak when suddenly MJ yelled out, "she's not going anywhere! She's staying right here!"

Magneto turned to Jean, "this doesn't concern you, human." The way he said human sounded like an insult, and I think it was.

"She's our friend! So it is our concern," Felicia stepped up, flanking Jean.

"And no second rate douche bag is taking her away from us!" Liz yelled out.

"Enough!" Magento roared as he raised his hand lifting Liz's car into the air before slamming it down on the ground with a loud crash. It was totally totaled.

He glared at her and the girl squeaked, shrinking back in fear.

"Think Jean," Magneto hissed, "they are your friends now, but what will they do I wonder, when you surpass them in every way possible?" Jean gasped, the girls looked confused, "we mutants are stronger, smarter. We are the next step in human evolution, why must you limit yourself? Why must you shrink away to make other people comfortable around you? You are a God to these people Jean, come, let me show you."

He extended a hand, Jean looked scared. She looked at her friends and gulped, "i-if I come, will you let them go?"

Magneto nodded, "I swear it on my life and my honor." Jean nodded, she stepped forward.

"Don't do it Jean," Felicia hissed, "he's lying to you."

"I-I have to protect you guys," she said, "you're my only friends."

And that's when I decided it was time to step in. I wanted to see what she would do, and she didn't disappoint.

I quickly took out and threw two liquid nitrogen pellets at Magento. The mutant turned to the two metal pods coming at him and he held up his hands, stopping them in mid air before crushing them, releasing the flash freezing liquid.

I swung towards him, hiding behind the cloud of ice, I came flying through, I saw Magneto's eyes go wide in surprise as I drove both my feet into his sternum. I jumped back and landed in front of the girls.

"Spider-man?!" Jean asked in surprise as they all looked at me in surprise and relief.

"Heya Marvel girl! Didn't I tell you to stay out of trouble?" I chuckled turning back to Magento, "hey there cape guy! The 80's called, they want their stereotypical super villain back."

"That's what I said!" Liz grinned.

Magneto held his stomach and growled, "Spider, this does not involve you."

"Ah, yeah it does," I lowered my center of gravity, my fingers inching towards my web grenade cartridges, "you just threatened the lives of civilians Magneto, that makes me involved."

"Unless you think you can stop me," he raised his hands, summoning bits of metal from all over the street. Metal signs, street lamps, a mailbox, even pieces of concrete with metal rods in them, "get outta my way."

"Yeah, not going to happen," I turned to Felicia and whispered, "get them out of her and hide."

Felicia nodded, "yeah."

"I can help!" Jean cried out.

"You need to stay with your friends and protect them, I can't hold him off for long," I gulped in fear of the truth of that statement, "don't argue Marvel Girl!"

Jean looked sad but nodded. I turned to Magneto, "ready to go?"

"Do not do this Spider, this is your last warning," Magneto hissed.

"Bite me," I set my gauntlets on web grenade mode and clicked the shooters sending out rapid fire shoot of little balls of web.

"Pathetic," Magento said as he placed several pieces of debris in front of the grenades, causing them to explode and stick all of them together. Magneto looked at the stuck together mess and sighed, "annoying."

"Here's web in your eye!" I called out. Magneto looked up in surprise, I snuck over and leaped over his wall of debris. I clicked my shooter sending out more web grenades, this time hitting him directly.

"What is this?!" Magneto growled as he struggled to break free.

"It's called a sticky situation!" I landed on a building wall, "activate repulsors, medium intensity!" They hummed with power as I aimed it at him and activated them. Two beams of force came flying at him, hurling the man into a building side.

I sighed and turned to the road, the girls slipped into an alleyway following Felicia's lead, I sighed, good, they're safe now.

"You inscet!" I heard him roar. I gulped and watched as he rose into the air once more, his powers working overtime as they brought more and more metal pieces around him. He threw them at me and I leaped away just in time.

I ran across building walls as debris came flying at me. My spider senses were tingling over and over, it took all my agility to jump away in time, bending in a way I didn't think possible.

"Hey what's going on?!" and old woman yelled out opening her window. I leaped over her window firing a wb net that caught several pieces of concrete before it hit her in the face.

"Get inside and lock to windows ma'am!" I yelled as I swung away, I need to get him somewhere there was no metal, like a park! I began swimming towards the closest park I know when suddenly a shard of metal cut through my webbing causing me to go flying down.

I was about to land on my feet when suddenly my gauntlets were jerked upwards, sending me flying through the air right into Magento's floating hands.

He had torn through the webbing cocooning him. He looked me over, holding my hands apart by manipulating my gauntlets. I struggled to break free, but it was useless, I was hanging limply in the air like Jesus about to be crucified.

"You are an interesting creature I'll admit," Magneto said ripping off the last of my webbing from his suit, "tell me, are you a mutant?"

"No, not exactly," I said, 'try to keep him talking, think of a plan!' "So, no, I'm not going to join your little Nazi Mutant club Magee, sorry.

His eyes went wide, "you dare?! Do you even know who you say this too?!"

"I'm saying this to a jewish boy who had lived through the worst of humanity," I replied, "I'm saying this to a man who fears the same will happen to his other race as well."

Magneto growled, "so knowing that, how could you still think what I wish to accomplish is anything like the Nazis?!"

"Because it is," I spat back, "Mutants are the superior race right? Didn't Hitler say the same about the Aryans? Didn't he create a special little group with special people to hunt down the weaker race? Will you do the same Magee? Will you hunt down and put all the humans into special little camps?"

My tants were getting to him, I could feel it.

He growled, and the closed his hands into a fist.

My eyes went wide in pain. "ARGH!" my gauntlets were crushed into my forearms, I heard bones cracking as my own gauntlets squeezed into my arms.

He wasn't done though. He let his control over my gauntlets go, grabbing me by my costume and holding me up with muscle power alone.

"I am nothing like them! Do you hear me you insignificant bug?!" he roared. I felt my hands bleed out into the ground, my gauntlets falling down in scraps of metal. "I am not going to do to the humans what the Nazis did to me! I am saving my people!"

My breathing slowed down, the pain slowly reduced into a numbness that stinged whenever blood dripped out. I gasped, "you either die a hero, or you live long enough to see yourself become the villain."

Magneto's eyes went wide in surprise, "w-what?"

"You're right Magneto, you're right in wanting to protect your people. But you hate humans far too much," I gasped out, "you hate us, but you are one of us. You aren't special, you're just a little boy you can't see the good in people."

"I will make your death painful Spider," Magneto growled out, "you fell feel every second of it as I drive metal into your bones and suffocate you from the inside out."

"Funny, I was going to tell you he same thing," I grinned and suddenly four large red arms popped out of my back. Magnetos gasped in surprise as they launched themselves at him. The top two landed into his arms holding me while the bottom two pierced his sides.

"Argh!" he cried out in pain. But I wasn't done, not by a long shot.

"Unibeam, activate, full power," I growled out.

Magneto's eyes widened as he looked down at my Spider symbol glowing in power. He let go of me and pulled away, but as soon as he did my unibeam came bursting out, sending him flying back down the road.

I began falling, but with a simple metal comand I had one arm shoot out a web line from the tip of it's arm and swing me down slowly.

I landed on the ground and panted. I looked down at my arms and cursed, they were bleeding, badly. I had my arms wrap them around with webbing to stop the bleeding, I rotated my wrist, looks like only my forearms were broken, lucky me. Hopefully the webcast will help me heal faster.

I looked up, Magneto wasn't there. I guess he flew away, thank God. I don't think I could have even hurt him without surprising him first. I would have been screwed if he already knew what I could do.

I tapped my helmet, "call Kitten," I told it. The system then automatically called up Felicia who picked up almost immediately.

"Are you okay?" she asked first.

"A little banged up but fine," I told her looking at my broken web gauntlets lying on the streets, "and you?"

"We're at Jean's house, eight blocks away, her parents aren't home so it's just us" Felicia told quickly, "how soon can you get here?"

"I don't know, ten minutes?" my arms weren't going to be useful, and I wasn't used to web swinging with the arms just yet.

"That long? Did...did something happen?" she asked afraid.

"Web shooters broken," I cursed, "I'll be there soon Kitten, I promise."

"I love you Tiger, be safe," she told back.

I hanged up the call and sighed, I needed to move, fast. I quickly gathered my broken web gauntlets and all the drops of my blood. Didn't want that getting into the wrong hands.

I then launched a web line into lamp post and swung away, slowly, the arms still needed getting used to.

But as I swung towards Jean's place I thought to myself, just how the hell am I going to beat this guy? His powers shouldn't even be possible right? Like how can he control all forms of metal? Was it magnetism? Because of it was then he can't control non-ferrous metals like….like my arms!

He couldn't stop them from hurting him because they were made out of titanium! A very weak magnetic metal! My gauntlets were basically steel and some other minor metals, all most all were ferrous, meaning highly magnetic!

I needed to use this to my advantage somehow. I couldn't make a brand new set of web gauntlets, now time. But just then I passed by a pawn shop and immediately got an idea.

At Jean's house:

Felicia stepped out fo the bathroom and sighed. Jean looked up from her bed, "who was that?"

"Peter," Felicia said, "he was just calling to check up."

"What did you tell him?" MJ asked.

"That everything was fine and there was nothing to be worried about," Felicia lied.

"Why did you tell him that?!" Liz cried out, "everything's not fine and there is plenty to worry about! A psychotic mutant that can control meal is coming after us!"

"Which is exactly why Peter souldn't be anywhere near here," MJ shot back, "he needs to be safe."

"Can't we like ask him to call Johnny Storm and the other Fantastic Four or something?!" Li z asked.

"Yeah, we should do that," Jean said quickly, "I don't want Peter to get hurt, but Spidey can't hold that freak back much longer, we need help!"

Felicia was backed into a corner, she sighed, "I don't-"

"Oh for God's sake Felicia! We can actually die! We need too-"

Boom!

The far wall of Jean's room exploded outwards as it was ripped off and thrown aside. Magneto floated before the girls, his cape in tatters, his red armour broken in places and blood dripping out of his hands and c.h.e.s.t.

"Jean," he said with narrowed eyes, "this is your last chance. Join me, or die."

Jean growled as she jumped in front of her friends, "I thought you didn't hurt mutants?"

"I didn't, but I'm running out of patience tonight," he growled.

Felicia smirked, "Spider did that didn't he?" she looked at his wounds, "superior race my ass!"

"Incolet child!" Magneto ripped a piece of concrete and iron and threw it at Felicia. The silver haired girl ducked down, but the concrete never went past her, it stopped halfway as Jean held up her hands protectively.

"You. Won't. Touch them!" she roared, throwing the concret back at him.

Magneto flicked it away with a look, "if you wish to protect these vermin, then you shall die with them!"

Slowly he pulled out several iron bars out of the wall, aiming them at Jean at the girls. Magento got ready to launch them forward, when suddenly lightning roared in the sky.

"You will not harm them!" a voice called out as the winds picked up. The clear night sky turned cloudy as rain began to pour down.

Magento looked up and growled, "not now."

A woman in a skin tight black suit and cape floated down on heavy winds. Her hair was white as snow and her skin dark like chocolate. Her eyes glowed with electricity as the wind buffeted her around, but never moving her, "stop this at once Magneto, or we will stop you."

"We?" he asked.

Suddenly the door to Jean's room was broken off it's hinges as a man with wide shoulders dressed in orange and black walked in. He snarled wearing a costume that was skin tight and a mask that had a 'V' shaped black visor over his eyes.

"Hey bub! Long time no see!" the man growled as he threw his hands apart causing three metal claws to pop out on each hand.

Magneto turned and growled, "Logan, how nice to see you again."

"Yeah, last time you got away, I'll make sure that doesn't happen again, bub," he smirked.

"I doubt that metal man," Magneto smirked, "is this all you have Charles? A wild beast and a lighting bug? I'm almost insulted."

"My students are more than a match for you Erik," a calm British voice came from inside Jean's house. Slowly a bald man in a wheelchair rolled into Jean's bed room that was quickly becoming a tad bit crowded.

The man looked at Magneto and narrowed his eyes at his wounds, "you're hurt Erik."

"Yes, I am," the magnetic mutant replied.

"You're losing too much blood Erik, stop this at once, we can settle this another way old friend," the bald man pleaded.

"No Charles, we cannot," Magneto snarled.

"I'm sorry, but what the f.u.c.k is going on here?!" Liz cried out.

The bald man turned to the girls and smile, "Ms. Allen, we are so sorry you, Ms. Watson and Ms. Hardy have been dragged into this, rest assure we will not allow him to hurt you any longer."

"Who are you?" Jean asked, "what the hell are you doing in my house?!"

"Jean, my name is Professor Charles Xavier," the man nodded, "you might not have heard of me-"

"-You're the leading expert of mutants, you wrote 'The Theory of Mutated Evolution'" Felicia spoke up with narrowed eyes, "what the hell are you doing here?"

Charles eyes blinked in surprise, "I must admit I am quite surprised you knew of that Ms. Hardy. But yes, you are right, I am the leading expert in mutant kind, but I am also a mutant myself."

The girls all gasped in surprised. "Peter is so going to freak out," MJ whispered.

"Enough!" Magneto looked to be getting paler by the second, "move Charles, or you will be moved! Tonight is not the night to test me!"

"No Erik, I will not," Charles sat in front of the girls defintly, "Wolverine, Storm, if you will."

"With p.l.e.a.s.u.r.e professor," Storm said as she sent galing winds at Magneto blinding him with the sheer speed. "Begon Magneto! You aren't welcome here!" She threw her hands forward causing a lighting bolt to come flying down.

"You aren't strong enough to even challenge me woman!" Magneto yelled holding up a concret block to absorb the lighting. It shattered into pieces.

Wolverine jumped out the giant hole in Jean's wall, claws flashing. Magneto held up one hand and suddenly he froze in place.

"Sending a man made of metal to fight the master of magnetism? Really Charles? Did you fail fourth grade science?" He threw Wolverine into the path of Storm who quickly caught him with her winds.

"I will crush you all!" Magneto cried out as he slowly rose into the air leveling up against Storm, "you will bow down before me tonight Charles! I will not stop until-"

"-Oh shut the f.u.c.k up!" I cried out and landed on Jean's roof. I grabbed my EMP gun and threw it at him, "eat shit a.s.s hole!"

"You!" Magneto turned to me and held up one hand and seized the gun, "you think stupid little trinkets can save you?!" He squeezed his hands, crushing the EMP gun. He couldn't see it, but under my mask I was smiling.

Suddenly a burst of electric energy exploded outwards covering Magento in a shock wave of energy. He looked confused and then suddenly he dropped down like a puppet with his strings cut off.

He yelled in shock as he fell down twenty feet, landing with a crack. His right leg was bent in an odd angle, the bone had snapped.

I jumped down and landed on Jean's yard, Magneto picking himself up, yelling in pain as he looked at his broken leg. His screams were loud, painful even. I almost pitied him. Almost.

I walked up to him, I turned around, the girls and Charles Xavier himself slowly came out of the broken house and onto the yard. Wolverine and Storm landed besides them, all eyes were on me.

Rain poured down, lightning rumbling in the clouds. I felt the water soaking me, my helmet growing wet, my bleeding arms stinging from the water.

"I bet you're wondering right now why you can't use your powers," I spoke in a low voice, though I'm sure they could all hear me. "It's simple really. That 'toy' you destroyed? It was a modified EMP gun, but instead of creating a magnetic pulse to short circuit electronics, I had it to do the reverse, had it electrify the air around you and your body so that it demagnetisers you. Basically your powers are screaming into the void, only it can't reach anything metal."

I slipped my back into my utility belt and took out two bronze jaw breakers and slipped them into my hands.

Magneto's eyes went wide as he tried to crawl away, I grabbed him by the collar and brought him upwards, "remember this you Nazi jewish mutant, just because you have an extra gene in your blood, doesn't mean you're better than everyone else."

I drew back an arm and threw a punch into his helmet, cracking it. He dropped down, but I didn't let up. I used half my strength and punched him over and over again. Thunder boomed in the sky, each strike matching my own.

Magneto's helmet cracked in half down the middle and split open. I grabbed the pieces and threw them aside before I threw a punch across his face. His nose broke, blood flowed out freely from his nostrils, mixing with the rain, staining my bronze knuckle breakers.

"Spider-man! Stop!" Xavier called out, he touched his temples with his hands trying to use his powers on me.

"Sorry baldey," I tapped my helmet, "psychic proof." Xavier's eyes went wide in shock. I ignored him and turned back to Magneto, "you would have killed them wouldn't you? You would have killed them without thinking, and why? Because they were human. Because they were off a different race. Because they were jewish."

I was filled with anger, more than I have ever felt before. I almost lost my friends tonight, lost them because of one idiot with power. My forearms were hurting, blood seeped out of the web cast I had wrapped around my arm. But I didn't care, I just didn't give a damn.

I threw a punch across his face again, a perfect white tooth came flying out. His eyes was swollen shut, his face became red and blue.

"That's enough kid," Wolverine came up to try and stop me.

A red arm popped out of my backpack and it's sharp tip landed near his throat. I didn't even care that I was finally meeting one of my favorite heroes, I knew that I was, but I just didn't care.

"Not now," I growled before lifting my arm into the air, ready to bring it down on Erik's forehead, ready to split it open like a coconut.

"Peter! Stop!" Xavier suddenly yelled out. And suddenly everything slowed down.

"Peter?" MJ gasped with wide eyes.

"Peter?" Jean repeated. Liz didn't even speak.

I slowly looked up at Xavier, "you bastard. Whose mind did you **** to find that information? Was it..." my eyes landed on Felicia's horror stricken face, "no...not her. You f.u.c.k.i.n.g hypocrite!" I dropped Magneto and charged towards Charles.

"Don't do it kid," Wolverine stepped between me and him, his claws gleaming in the night, "you don't want to do it."

"He r.a.p.ed my girlfriend's mind," I growled, "watch me." I tried to step aside my Logn pushed me back with a shove. I meet his eyes and growled, "so that's how you want to play it? Fine!"

I jumped him, he moved back and kicked my gut.

I landed further away and quickly got up, charging again. Wolverine roared as he came charging at me claws flashing. I jumped over him, clearing the distance easily, landing right in front of Charles, a red robotic arm pressed against his neck.

"What's the difference between you and him?" I asked in a growl, "he would kill us, you would use us. You tore the information out of her mind didn't you? Like it was f.u.c.k.i.n.g nothing!"

"No, I don't do this lightly Peter," Xavier spoke in a calming tone, "I did it because you left me no choice!"

"Why?!"

"Because you would have killed him!" Charles yelled back.

"He would have done the same to us!" I roared.

"Taking the life of another isn't justice," Charles argued.

I paused, the words echoed in my head, he was right. "Maybe...but what you did was unforgivable. You had no right!"

"If you wish, I can remove the memory from-"

"No!" I growled clothing my hand around his turtleneck, "you will never touch their minds ever again! Do you understand me you f.u.c.k.i.n.g bald freak?! If I even think you ever manipulated the minds of the people I care about I don't f.u.c.k.i.n.g care what mutant army you build, I will rip your head off your f.u.c.k.i.n.g shoulders! You got that?!"

The roar of the thunder in the background was the only sound heard. I let go of him and drew in my arm. I walked past Logan, barely giving him a second glace. I walked up to Magneto's broken and beaten body.

"I want you to remember this Erik," I spoke. Words said to a different super powered man came to my head, the context perfect for what I needed to say, "in all your days to come, in your most private moments, I want you to remember the human who beat you. With nothing more than an EMP gun and two bronze knuckle busters I defeated the master of magnetism. The human race is not weak Erik, we won't fall. Fight us, and you will die.

"You think there's a war coming, and you're right. But it's not between mutants and humans, it's between those who abuse their power, thinking themselves Gods and those who understand the value of their gifts. Like it or not, you are the former, you are everything that is wrong with mutant kind, because you see, there is no human and mutant race, there is no difference. There is just us, we are all we have. Accept this, or the next time we meet, I will not spare you."

I turned around, I said what I wanted to say. I looked to the girls. They looked scared, MJ, Liz and Jean all looked so scared.

But Felicia didn't give a damn. She run up to me and threw her arms around me, "I was worried."

"I'm fine Kitten," I put away the bronze knuckle busters and slowly wrapped my arms around her. "I told you didn't I? I would never let anyone hurt you. Ever."

"P-Peter?" MJ asked as she stepped up, "is that really you?"

I sighed as I broke the hug. I sent a glare at Xavier before turning to the girls. I tapped my helmet, the front face slid up revealing my tired face. I gave a soft smile, "hey….I'm glad you're safe."