Recarnation Of Ultimate Spider Man

We sat in Jean's living room. The girls were on the couch, fidgeting nervously with tin foil hats on their heads. It wasn't the best solution against Xavier's powers but it was all I could do in the short time.

Logan and Storm were standing on either side of Xavier with Erik unconscious besides him, tied up with my strongest webbing, and me, sitting on a lounger looking at my phone.

"What are you doing?" Logan asked.

"I'm calling SHIELD," I replied motioning to Erik, "they'll prepare a cage for him."

"I don't think that would be wise," Charles spoke up.

I looked at him, "one, I don't give a damn what you like and two, this isn't up for debate," I connected the phone to my helmet which I still had on. I waited for it to ring before David picked up.

"What?"

"Magneto, do you know about him?" I asked.

"What?! Why?! Peter, don't do something stupid! What's going on?"

"Earlier tonight Magneto attacked me and my friends. He's currently unconscious in Jean Grey's living room. Tell Fury to prepare a cell for him, no ferrous metals, you could use Titanium, but you need to treat it. Come quickly I don't know how long he'll be out."

"What?! What the hell are you-" I hanged up, annoying little shit.

"There's nothing to worry Peter, right now I have him in an artificial coma, he won't wake up any time soon," the bald man told me.

I narrowed my eyes at him, "don't call me that."

Charles looked surprised, "w-what?"

"I'm wearing this costume for a f.u.c.k.i.n.g reason you blad tool," I spat out, "why don't you just advertise my secret identity to the rest of the world why don't you?"

"I'm sorry Pet-Spider-man," he quickly corrected, "it will not happen again."

"I don't believe you," I shot back.

"I don't' make it a habit into reading the minds of others," Charles sighed looking at Felicia, "I am truley sorry Ms. Hardy, I had no choice." Felicia flinched in slight fear.

"Don't you dare look at her!" I growled, "a man who compromised his morals once can and will do so again. If you want to act like the Martin Luther King Jr of mutants you better start acting the role."

"Show some respect kid," Logan growled.

"You show up in my city and reveal my secrets, why the f.u.c.k are you people here?" I asked.

"Because of Ms. Grey," Charles smiled at Jean, "I discovered your powers quite recently, I wasn't aware though that Erik had done so as well."

"Discovered? How?" Jean asked, her curiosity getting the better of her.

"A machine that lets me discover mutants such as yourself," Charles explained, "it detected your presence the moment your powers awakened."

"Great, a giant mutant detection machine, I'm sure there's no way that'll ever be misused," I rolled my eyes.

"Huh, kid's got a mouth on him," Logan chuckled.

Charles sighed, "yes, he does."

"Why did you come in search of me?" Jean asked, "are you trying to recruit me like Magneto?"

"Oh heavens no," Charles shook his head, "I'm trying to teach you. I have a school upstate where I help teach gifted mutants to control their abilities. There I teach you to live in harmony with humans and learn to control your powers. And I would very much like it if you joined us Jean."

"M-me?" Jean asked shocked.

Charles nodded, "yes, you. You see, like you," he went silent, closing his eyes.

Jean suddenly gasped, "h-how are you doing that?" Charles remained silent and slowly Jean closed her eyes too.

Logan growled, "I hate it when they do that."

"W-what's going on?" MJ asked.

"They are communicating telepathically," I replied with a sigh, "which is really f.u.c.k.i.n.g rude."

"You'll get used to it," Storm finally spoke. She looked at me and the girls and smiled, "hello, I am Ororo Munroe, this man here is Logan, we are teachers at school."

"S-so you're mutants too?" Liz asked slowly, her courage coming back.

"Yes, we are," Ororo nodded, "I can control the weather. Make it rain, snow, whatever I wish."

Logan growled, he held up one hand and clenched it bringing out his claws, "I'm nothing special."

I looked at him properly for the first time. This Logan was shorter, his frame wider. And judging from the costume he wore this world's X-men were from the X-men evolution tv show. But judging from my actions I've probably already changed the events of said show. Damn it.

"So furry, what's the deal with you and growling?" I asked. He raised an eyebrow and growled. "See what I mean?!"

Ororo chuckled while Logan gave a short smile. And then Liz exploded, "Peter! You're f.u.c.k.i.n.g Spider-man!"

I sighed and leaned back, "so you finally got it huh?"

Liz gapped, "b-but how?! When?! Why?!"

"Peter, how long have you….been...you know," MJ looked at me, examining my costume head to toe.

I sighed, "since the day the Hulk destroyed Harlem." MJ gasped and I nodded, "yeah, when I told you I went to help people I really went to stop those two things from destroying the city."

"Wait, you're that kid in the red and blue hoodie that stopped that grey abomination?" Logan asked.

I nodded, "yeah."

"Impressive," Ororo's eyes were wide in surprise.

"Not really," I shrugged, "I just closed its air passaged and made him suffocate."

"So you're Spider-man?!" Liz asked.

"Yes Liz, I am," I rolled my eyes, "I promise, I'll explain everything to you guys later. But right now, we need to focus on Jean."

"Oh my God," Liz whispered as she began thinking to herself, I could almost see the wheels spinning.

"And you knew?" MJ asked Felicia in what I figured a jealous tone.

Felicia gave a small smile and nodded, "of course, why wouldn't I?"

MJ's looked pissed, she turned to me and glared, "why did you tell her and not me?! I'm your oldest friend!"

I shrugged, "I trust her more."

MJ looked hurt, "y-you don't trust me?"

"I do MJ I really do, but this was something too big, plus you were dating Harry at the time, I didn't think you would keep my secret."

"Peter, I would never do something like that!" MJ cried out, "I'm your friend first Tiger, you can always talk to me!"

I sighed, "yeah, I'm sorry. We'll talk about this later MJ," I looked at Jean and Charles slowly wrapping up, "first we deal with this."

Jean opened her eyes and let out a sigh, "this is so strange."

Charles smiled, "yes, I find talking with our minds to be much quicker and more...liberating than using our mouths."

"Yeah," Jean nodded, "I get what you mean."

"So? Have you given it any thought Jean?" Charles asked.

"I...I accept," Jean spoke slowly.

"What?!" Liz cried out, "Jean you can't go with them! You heard Peter! He like read Felicia's mind! And ours!"

Jean nodded, "I know, but...I need to learn Liz, I need to know what my limits are and...I can't do that here."

I sighed, "you know the problem with your choice?" everyone turned to me and I glared at Charles, "you can't be sure who's making them. You, or the man who can control people's mind."

"I assure you Spider-man I would never manipulate a student like that," Charles defended himself.

"A student? What about everyone else? Do we not count?"

"I merely meant I wouldn't force anyone to join my school," Charles calmly explained. I'll admit, I was being unfair, but screw him, he mind r.a.p.ed my girlfriend.

"Jean, you can't go," MJ slowly said, "with all that's happening...we need you."

Jean lowered her head, "no MJ, you don't. Peter can protect you but me...I'm useless to everyone until I can figure out how my powers work."

"Don't talk like that Jean," Felicia butted in, "Pete didn't become who he was on day one. It took him time and training, lots of it. He grew into his powers, and so can you."

"Yeah, but come on, we'll all know Peter's special," Jean smiled at me, "I still can't believe you're Spider-man."

I smiled and shrugged, "you would have figured it out Birdie, you don't give yourself enough credit."

"Jean, do you really want to do this?" Liz asked slowly.

"I have too Liz, I want to protect you all, but I can't do that without...without help," she sighed, her pride wounded in that admittance.

I stood up and look down at at her. Jean meet my eyes and slowly got up as well. We stood facing each other, "if you go with them you're going to get into a lot of trouble."

"I can handle it."

I grinned, "I bet. But, when you're off, growing into a powerful mutant and all that I want you to remember what you learnt from us. That humans won't always be cruel, that sometimes they can be kind as well. Don't ever forget that Jean."

Jean slowly nodded, "I won't, I promise."

"This so isn't fair!" Liz cried out as she hugged Jean, "we literally just started hanging out and you're already leaving?!"

"I'm sorry Liz, I wish I had more time," Jean sighed as she held her friend, slowly crying out small tears.

Slowly the others got up and hugged Jean as well, whispering how much they would miss her. Soon SHIELD came and took Magneto away. Charles, Logan and Ororo left after that, Charles promising to come and talk to Jean's parents about the change first thing in the morning.

The next day was a Sunday, Charles had convinced Jean's parents to send her to his school, I had Jean make sure her parents weren't being mind controlled, just in case. So now she had to pack all her stuff, and the girls and I volunteered to help.

I walked up to her home in normal civilian clothing and whistled at the sight of her wrecked home. I didn't realise it last night but Magneto really did a number on it. Her roo was now exposed out into the air, I could see MJ, Liz and Felicia inside, helping Jean pack up.

"Hello girls," I walked up to them with a smile, "working hard I see."

"Hey Tiger," Felicia smiled as she gave me a quick peck on the check. She held up my hands and sighed at the cast around them, "what did the doctor say?"

"It will take a few weeks to recover," I smiled, "meaning I'll be okay this time tomorrow."

"So, is that like one of your powers?" Liz asked in a quiet whisper.

I nodded, "yeah, my body recovers fast. But ah, maybe we should hold off on that discussion until we get somewhere a little more..." I looked at the missing fourth wall, "private?"

"Yeah, maybe," MJ agreed.

With my help we had the packing done by lunch time, when Jean suggested we go out for lunch. She told her parents it was a last meal with friends sort of deal and they quickly agreed.

We went to an Italian place a few blocks over and found ourselves a quiet booth in the back, someplace I knew we wouldn't be overheard.

"How did you explain the missing wall to your parents?" MJ asked.

"Professor Xavier told them their foundation was broken," Jean shrugged, "they didn't really believe him, but they don't really know what else to think. I think my dad's going to hire someone to figure it out though."

MJ nodded, "cool, by the way what happened to the crazy magnet guy?"

"SHIELD has him in lock up," I told them, "as of last night he was taken into a black site and locked in with the keys thrown away. We won't be hearing from him any time soon."

"Okay, can we finally talk about this now?" Liz asked, her paitences finally running out, "you're Spider-man!"

"Quietly!" I hissed, looking around, thank God no one over heard that, "yes Liz, I'm Spider-man, happy?"

"How?!" she asked.

I sighed, "remember that field trip we took? The time I got bit by that spider?"

"Yeah," she drawed out her answer.

"It altered my genetic code, gave me spider powers. I became faster, stronger and could cling on walls. Hence, Spider-man. There, happy?"

"But how? It was just a spider right?" MJ asked in surprise.

"No, it was a genetically altered spider that was radiated," I didn't mention the fact my blood could also adapt in different ways, too much information and all that.

"What about the webs?" Jean asked.

"Artificial," I shrugged, "I designed them myself at home."

"You did that?" MJ asked before rolling her eyes, "of course you did, why do I even bother asking?"

And so I spent the rest of the afternoon and better part of the evening explaining what I did and why I did it. I didn't tell them everything, things like my research into my own blood or SHIELD training me.

"So wait, you found a way to reverse engineer the Iron Man suit?!" Liz asked in shock as we walked through a local park.

I chuckled, "not all of it, no, just the arc reactor and the repulsor beams. It's fascinating really, really top notch stuff."

"Wow," Jean said, "so like, do you know other heros?"

I shrugged, "not really. The ones I know are the Fantastic Four."

"Wait, do they know about your...other job?" MJ phrased the wording very carefully.

"Yeah, the first fight with Doom I got knocked out, they took care of me and they found out. But they were totally cool about it, Johnny especially, he was so excited he got a buddy to play superhero with."

"Oh my God this is so freaking weird!" Liz yelled out, Felicia chuckled and Liz narrowed her eyes on her, "and don't you dare laugh! How long have you known?!"

Felicia rolled her eyes, "since December."

"December," MJ repeated slowly, "almost half a year? And you...how did you keep it a secret for so long?"

Felicia smiled, wrapped her arms around mine, "he's my Tiger, how could I ever betray him?"

I smirked, "oh Kitten, just for that, you are so getting some tonight."

"Oh no, no no, you two aren't doing anything tonight!" Liz quickly announced, "tonight is Jean's last day in New York so we are spending the time together!"

I looked at Felicia who shrugged. I nodded, "alright, fair enough. Any idea?"

Liz grinned, "yeah….party time!"

That night:

"This is not what I meant!" Liz cried out as we all sat in MJ's room. Anna was visiting MJ's parents for the weekend, so we had the place all to ourselves. So we did what people would normal do to have fun, play Monopoly, I was the race car, obviously, and right now MJ was winning.

"I don't like clubs," MJ replied.

"And I don't want to spend the entire night trying to scare bitches from stealing my man," Felicia shrugged.

"Same," I replied.

"Yeah well sorry, but I'm not used to large crowds just yet" Jean winced, "too loud."

"Thought's still giving you trouble?" I asked.

"Yeah, it's...difficult. I try to keep them out like you taught me, but sometimes a few come through."

I shrugged, "well relax, I'm sure Baldy will be more than happy to help you."

"You still don't care for him huh?" Jean asked.

I nodded, "obviously. He violated their personal privacy Jean, how would you like it if someone read your thoughts and took out a secret you have been holding on? Like, what if you were gay, didn't realise it, but then Baldy just announced it to everyone?"

"Well she's definitely not gay," Liz mumbled as she sipped from her bottle of beer. It was the only alcohol we got for the night, I figured a few bottles couldn't be that bad right?

"Peter's right though," MJ nodded, "be careful Jean, I don't trust him."

Jean nodded, "yeah, I will."

"Oh, and don't go all philosophical on us," Felicia snorted, "that's something we don't need."

"I'll drink to that," I raised my bottle, "to Jean Grey, mutant extraordinaire and awesome friend."

"To Jean!" the others raised a glass.

Jean blushed, "thanks you guys, you're the best."

We chuckled drinking the warm liquid. I'll admit, this isn't the first drink I ever had, but it is the first drink Peter's body ever consumed, and I didn't realise that. So when I chugged it down, expecting it to go do smoothly, I was mistaken.

I coughed. Felicia patted my back, "you okay Tiger?"

I nodded, "yeah, stronger than I thought."

"It's just beer," Felicia told with a raised eyebrow.

"Yeah," I trailed off awkwardly

"Wait a minute, Parker, is this the first time your drinking?" Liz asked in barely hidden joy.

I rolled my eyes, "no...I just haven't had it in a long time."

"Really? What's your favorite drink?"

"Vodka with vanilla and mint," I replied, yes, my taste in drinks were odd, sue me.

"Huh, I've never seen you drink that," Felicia said with a raised eyebrow.

"Yeah, I told you, I don't really drink that often, especially since I started, you know," I made the devil horn with my hand pretending to shoot webs, "swinging around the city in break neck speeds is much more enjoyable, trust me."

"How does it feel?" MJ asked curiously.

"Like the world's problems don't matter," I smiled, "the first jump is scary, true, but the swing down, that's stomach turning. But when I swing upwards and let go, flying through the air for a split second….that's when it feels like I'm not even human anymore."

The girls were in silent awe, before Felicia spoke up, "well Tiger, that's because you really aren't."

I grinned, "well, you do always keep calling me 'God! God!' whenever we're alone, so I'm inclined to agree."

Felicia blushed red as the others laughed hard. We talked into the night, MJ talked about this new play she was trying for, Liz talked about how Flash would so freak out if he learnt Peter was actually his favorite hero and Jean just took it all in.

Soon though I realised the bottles of alcohol had been slowly piling up in one corner, my metabolism however wasn't letting me get drunk, I had finished ten bottles single handedly. And the girls noticed.

"How come you're drunk passed out drunk?" Liz asked, her words a little slurred.

"My body process the alcohol better," I shrugged, "I'm a little tipsy, but nothing much."

"Well that's not fair at all!" MJ cried out with a giggle, "y-you need to drink some more Mr. Spider! We're all getting drunk tonight!"

"She's right Tiger," Felicia huffed, her cheeks now red, "you need to get drunk too!"

"I don't think I can Kitten," I chuckled finishing off bottle number 11, "it's very difficult."

"I know!" Liz suddenly called out. She took her bag and searched inside, pulling out a metal flask the size of my hand, "whiskey! The strongest shit my dad has!"

"I don't know-"

"Oh come on Peter! Where's your sense of adventure!" Jean cried out, "I'm leaving tomorrow dammit, I demand the chance to watch you make a fool of yourself!"

"Come on Tiger," Felicia kissed my cheek, "live a little."

I looked at them and sighed, "fine, fine, I'll do it. Shesh, you girls are impossible."

"Says the guy who can crawl up the side of a building," MJ huffed.

I took the flask and sniffed it, the scent of liquor rolling off of it. I shrugged and took a sip, the smooth burning sensation rushing down my throat.

I sighed, "not bad."

"Great, now, who's turn was it again?" Liz asked picking up the dice.

"Mine," Felicia said rolling the dice and getting a three, "Trafalgar Square, I'm buying it."

"What? No! I need it! I already have the other two!" MJ cried out.

"Sorry Red, that's life," Felicia shrugged.

"Come on Felicia! Please! You don't even like it! Plus it's red! Shouldn't the red head have red?!"

"Why, then what about me?!" Jean cried out.

"Ah….you already have the pink set right?"

"Yeah? And?"

"Well then you can't have both!" MJ cried out.

The game carried on, and I began to drink more and more. I was losing, badly. MJ was a shrewd business woman, cutting shady deals with people behind our backs, feigning a lack of interest to make us desperate. Only Jean was immune, and I think that's because she could read MJ's mind.

Eventually I ran out of money, but instead of kicking me off the board like they were supposed to do, they instead just had me drink from the flask instead of paying rent. It was humiliating real, back in my real body I was the king of this game, but now I was getting schooled. F.u.c.k.i.n.g teenage girls, I just know they're cheating somehow!

And eventually the game drew to a close when Liz cried out, "that's it! I quit! MJ's totally cheating!"

"Am not!" MJ laughed.

"Are too!" Felicia cried out, she's really competitive when she got drunk, and right now she was really drunk. "You keep making these shitty backdoor deals! You told me you wouldn't charge me rent four five turns if I gave you Mayfair, but offered Liz the same deal!"

"Yeah! And you then tried to make me give you my cards in exchange for the Utilities!" Jean yelled.

"Plus I saw you stealing money from the bank when no one was looking," I add with a smirk.

"What?!" the girls yelled as they all turned to Jean with a glare.

The red head gave a nervous laughter, "I-ah….I still win bitches!"

"I hate this game!" Liz threw her cash down in anger, "I'm going to bed!"

"Here, I'll show you to aunt Anna's room, just don't puke in it okay? Or you're going to help me clean it up," MJ got up and walked Liz out.

I sighed and leaned back, the flask was finally empty, I was finally starting to feel drunk, well, maybe a little buzzed, but not full on drunk.

I turned to Felicia, "so you staying here tonight?"

Felicia leaned into my shoulder, "yeah, I'll sleep on the couch down stairs. Jean, MJ said there's a guest room you can use."

Jean nodded, "yeah, I know."

"You don't have to sleep on the couch you know," I told her kissing her forehead pulling her close, "I do live right across the street."

"I really doubt aunt May and uncle Ben would like seeing your girlfriend in bed with you," Felicia teased.

"Oh, don't worry about it, if they find out the worst they could do is yell a little before May starts planning out the wedding."

"What?!" Felicia's eyes went wide.

"Kidding," I chuckled, "fine, you sleep in the bas.e.m.e.nt, nice soft bed."

"Hm, and would you happen to be working late tonight?"

I smirked, "if you really want me too, then yes."

"That's so not fair," Jean called out suddenly.

I blinked I actually forgot she was there, damn I hate being drunk. "What's that Birdie?" I asked.

"I said it's not freaking fair," she huffed, "tonight's supposed to be about me, now you two are going to f.u.c.k and I'm just going to alone."

"Well, you still have MJ," I told her gently, not wanting to put her down.

"If you want you can join us," Felicia offered with a chuckled. I rolled my eyes, of course she just said that.

"Okay," Jean repy was nearly immediate.

"W-What?" I stammered out.

"I said okay," Jean looked at us, both of us. She got up and walked over, Felicia and I staring at her in surprise as she put her legs on either side of me and slowly sat down on my l.a.p, straddling it, putting her arms around my neck.

"Jean what are you doing?" I asked leaning away. I looked at Felica, she looked just as surprised.

"You wanted me to join didn't you?"she leaned forward, her hands pressed against my c.h.e.s.t as she leaned forward, "I said yes."

"Jean this isn't-"

She shut me down, grabbing my head and slamming her lips against mine. My eyes went wide in surprise as she leaned her entire body in. Her groin resting over my slowly hardening d.i.c.k, her arms wrapped around my neck as she m.o.a.n.e.d into the kiss.

She finally stopped, I was stunned. Her lip were covered with my salvial, she stuck her tongue out and licked it up, slowly, seductively.

"What the hell do you think you're doing Jean!" Felicia cried out, finally breaking out of her state of shock, "get off him-"

Jean leaned to the side and grabbed Felicia by the head and kissed her as well. Felicia's eyes went wide in surprise as I dropped my jaw in shock. Jean m.o.a.n.e.d into the kiss, she slowly pulled back, biting Felicia's bottom lip as she did.

"I want you both," Jean whispered in a husky l.u.s.t filled voice. I don't know why I didn't notice it before, but the hot maple syrup scent rolled off her in droves, "and I know you want me," she gyrated her h.i.p.s on my crotch and I felt myself come alive, "both of you," she looked to Felicia, "I know you don't just like boys Felicia."

"Y-you read my mind?" Felicia asked.

"No, I didn't have to," Jean smiled, "you and Peter keep staring at the same girls."

I blinked, "damn, that was fast. You're pretty observant."

"You knew?!" Felicia asked in horror.

I smiled and held her hand gently, "of course I did Kitten. What, you think I wouldn't notice the woman I love checking out other girls? Come on, I'm not that stupid. I know you Cat."

Felicia's eyes widened, I don't know if it was the alcohol or what, but she looked like she was about to faint from a rush of emotions. I smell maple syrup coming off her, but it was lighter, not l.u.s.t, love. She felt love for me, and it made her leap at me, pushing Jean off as she pushed me to the ground, her hands cupping my neck while mine automatically went to her a.s.s.

She m.o.a.n.e.d into my mouth as she slowly pulled back, "Peter, I love you."

"I love you too," I replied as I felt my heart beat faster.

Jean then slowly cupped Felicia's face and brought it up, kissing it. I saw Felicia slowly deepen the kiss as Jean's hand slowly cupped her b.r.e.a.s.ts. I didn't like feeling left out, I slapped my hand across Felicia's behind making her squeak in surprise.

She broke the kiss and looked down, I growled, "don't you dare ignore me."

"Never," Jean replied, as she bent down and closed my lips with hers. This time I kissed her back, grabbing her neck as I pushed in harder, dominating her tongue under mine. As I did this my other hand went up Felicia's shirt, cupping her b.r.e.a.s.ts as I pinched her n.i.p.p.l.es.

"N-not here," Felicia managed to m.o.a.n out, "MJ will see."

Jean finally broke the kiss, "the guest room. She won't bother us there. She'll think we all just went to bed."

I nodded and got up. We walked across the hallway and entered the guest room first. Jean went to see MJ, I could hear her telling her fellow red head we had already left.

I turned to Felicia and I could feel l.u.s.t and love come at me in equal measures. The bed was large, queen sized. I pushed her on it and went on top, kissing her neck slowly, my hands running across her sides.

Suddenly I stopped and moved back. Felicia opened her eyes, her state of bliss broken as she looked at me, "what's wrong Peter."

I was afraid, I was afraid if we do this she might leave me for Jean. It was stupid, I know, she wouldn't do that, but I didn't want her to leave, I don't think I could handle it if she did.

"Don't ever leave me," I begged.

Felicia got up and kissed me, "never," she whispered.

Jean stepped in and closed the door, I heard her close the door shut. We looked to her, she looked at us. I felt excitement take over, pure unfiltered l.u.s.t.

No words were spoken as she came to us. Felicia and I got up and surrounded her, my silver haired beauty leaned forward and grabbed her neck, pushing Jean's head up with a thumb as she began to suck on her neck, biting the skin with playful bites.

"Oh God," Jean hissed as I walked up behind her and put my hand on her h.i.p.s. My hands moving up before slowly moving to her front, my fingers unbuttoning her jeans with a single flick.

Felicia kissed her, the sound of their lips rubbing against each other fueled my hunger. I bent down and bite her neck, causing her to flinch before shuddering as moved slowly down to her collar bone.

My hands came up and grabbed her t.i.t.s, they were firm to the touch. I squeezed them making Jean m.o.a.n louder into Felicia's mouth.

Felicia broke the kissed and smiled, "stop teasing her Tiger. She's barely holding it together."

"Patience," I whispered as I bit into her neck, causing her to gasp. Felicia's hands cupped her b.r.e.a.s.ts before she grabbed Jean's blouse and threw it over her head and onto the bed.

Felicia's hands cupped Jean's a.s.s, while mine went to her pants, pulling them down in one swift motion. Jean kicked her pants aside, she gasped, "oh f.u.c.k," Felicia had bitten her n.i.p.p.l.e.

"Let's get rid of this," Felicia growled as she unlatched Jean's bra and threw it aside. She took a step back and grinned, "perfect."

The night went on, Felicia's m.o.a.ns were the loudest, Jean's the softest. The room quickly filled with the sounds of s.e.xy and the aroma of l.u.s.t. Their inhibitions lowered from the alcohol, their d.e.s.i.r.es fully taking over.

The three spent each moment exploring the other's body. They were so distracted, they didn't notice their door open and a red haired teen look inside with startled green eyes.

She gasped as she watched Peter make love to another red head while his girlfriend watched. Her t.h.i.g.hs began to rub against each other to create friction, to tease her own core. She watched as Felicia rode her boyfriend while Jean lowered herself on his face.

She watched, and slowly, her fingers slipped into her pants as she began to enjoy. She played with herself, watching them as they had each other like the monsters of l.u.s.t they were. She watched as Jean kissed Peter on the lips while Felicia's own were wrapped around his member. She watched, and for a moment, she wished she could join.

An hour passed for her, Felicia was the first to collapse, exhausted. By now it was just Jean and Peter, and their perverted watcher. MJ lost count of how many times she pleased herself, and she didn't care.

She watched Peter plow into Jean, the red head's hair flying over her head from the force of his thrusts. She listened to Jean's screams of joy as Peter kissed her lower lips, enjoying her taste. She listened to Peter's grunts and he carried Jean in his arm, her legs wrapped around his body as he trhisted into her.

She wanted, and she came. Over and over again. The scent got to her, her fingers slipped out as she went to her knees, exhausted.

And finally, Jean too was famished. She laid on the bed, panting with a smile on her face as her lover leaned next to her. He was still hard, she kissed him, using her hands to please him one last time before they pulled the covers over them.

MJ closed the door and slowly made her way back to her room. It was four in the morning now, but she couldn't sleep. She touched between her legs once more and found it still damp. She only had one regret, she should have joined in.

I don't remember what happened next, I just don't. I vaguely recall clothes flying off and bodies heaving. The next thing I know for sure was me waking up in an unfamiliar bed with Jean's head on my left while Felicia was snuggled close to my right pec.

My spun, hangover, definite hangover. The curtains were drawn, thank God. I looked down, Felicia was smiling, her neck covered with hickeys, and I'm sure most of them weren't from me.

"Morning," Jean m.o.a.n.e.d as she put her arm around me and Felicia, pulling closer before she opened her eyes revealing those amazing green emerald eyes, "do you….do you remember last night?"

"Some parts," I noticed Felicia's bra hanging over the bedpost, "I think."

"Same," she m.o.a.n.e.d as she looked around, "it's six in the morning."

"What time did Xavier say he would pick you up?" I asked.

"Eight," she grumbled as she tucked in closer, "we have time."

I nodded, "yeah. He can wait," I pulled her closer and planted a kiss on her forehead.

"You don't have to worry Pete," Jean suddenly spoke.

"About what?" I asked.

She looked up, "about Felicia ever leaving you. Last night I...I couldn't maintain control over my powers. I kept trying to scan your brains and….do you know the one thing she kept thinking?"

"What?" I asked.

'She was thinking about how much she loved you,' Jean said in my head, 'and how much she had to go through before finding you. You're her anchor Peter, so don't worry, she'll never leave you...especially for someone like me.'

I felt my heart skip a beat, "that's not what I….I just wasn't sure Jean."

"I know," she leaned up and kissed my cheek, "and I understand. Relax Spider, she's all yours."

Eventually we did get dressed. The sight of a n.a.k.e.d Jean Grey will always be seared into my mind. She looked so amazing, she may not have any curves yet, but that didn't stop my from getting hot and bothered.

We got ready, I tried to wake up Felicia, but she didn't even budge. I then went into MJ's room to wake her up and walked into her changing.

"EP!" she cried out as she covered her b.a.r.e top with a shirt.

"Sorry!" I cursed as I closed the door, "I just wanted to tell you we're about to leave. Xavier's going to pick up Jean soon."

"R-right, I'll be there," MJ replied back. I blinked, a n.a.k.e.d Jean Grey and a topless MJ? Damn, my day is just getting better and better.

I went to my home and took a bath, quietly as to not awaken Ben and May. When I came back to MJ's house Jean and Liz were in the kitchen, both having a strong cup of black coffee.

"Morning Peter," Jean smiled, "did you sleep well last night?" 'Liz thinks you went home,' she told me telepathically.

I smiled, "yup. You guys?"

"Please, not so loud," Liz g.r.o.a.n.e.d as she held her head in pain, "so noisy, so loud. My hurt head."

I chuckled at her jumbled words, "that's why you shouldn't drink so much."

"Morning Peter, morning Jean," MJ said as she came downstairs, now showered and in a new set of clothes. She looked at the kitchen and sighed, "you guys want something to eat? I can make waffles."

"I'll help," I offered as I took out the waffle iron and turned it on.

"Could you make some blueberry waffles?" Jean asked, "I like those."

"Do you have some MJ?" I asked the redhead.

"What?" MJ asked, distracted from the curious glance Jean gave her, "oh, yeah, the fridge."

I nodded as I moved, picking them out from the bottom shelf. "I always wondered how you got such a cute b.u.t.t Parker, guess now I know," Liz snorted.

"Keep starting Allen, because that's all you're going to get," Felicia said as she came down. She looked like she had taken a shower, though she wore the same clothes as yesterday.

"Morning," I told her giving her a kiss, "sleep well?"

"Oh, you bet," she purred as she sat down.

"Oh my God!" Jean gasped suddenly.

"What?" I asked.

"Nothing! It's nothing!" MJ cried out as she grabbed Jean and dragged her upstairs, "I need to give her something! I'll be back in a moment!"

I blinked, "what's wrong with her?" I asked Felicia.

"I think she's finally gone mad," Liz said as she g.r.o.a.n.e.d, "are you going to make those waffles or not Parker?! I need food man! Food to soak up the booze!"

"You should have done that before you get the hangover," Felicia chuckled.

I smiled as I began to make them food, the warm aroma making Liz finally lift her head up and smile. Her hair was a mess and her makeup was gone, but she looked alert enough.

I made a stack of waffles three feet tall when Jean and MJ finally came down, Jean looking happy while MJ looked embarrassed.

"What happened?" Felicia asked.

"Nothing!" MJ cried out, "it was nothing!"

Jean smirked, "just getting MJ to promise me something very important."

I raised an eyebrow, "right...anyway, eat up ladies!"

"Is that all for us?" Liz blinked, "Peter, I don't think we can eat all that."

"Please," Felicia snorted into her coffee, "you have no idea how much this guy eats. It's like a black hole where his stomach is."

I smirked as we sat down in the dining table, munching on our food. We were all silent as we ate, though Jean did keep sending me and Felicia winks. Felicia didn't really respond too well, as she tended to blush and look away, I think she still can't believe what happened last night.

After breakfast we got ready and left. We arrived in Jean's house and went in to meet her parents. They were...aloof to say the least. Having their only daughter be a mutant was a life changing event for them, they didn't know what to say or do.

We had helped Jean pack the day before, we took her bags and walked out onto the curb, just as a limo pulled out.

Logan walked out from the driver's seat while Ororo helped the professor out. Xavier smiled at us, "are you ready to leave?"

Jean nodded, "yeah, just...give me a moment professor."

"Of course," he smiled as he went back inside. Logan and I helped put the bags in the trunk while Jean hugged everyone goodbye.

"Stay safe okay?" Liz said as she huggd Jean tightly, "and remember, no sprouting complicated philosophy at us. If you can't explain it to a five year old it's too boring to remember."

Jean chuckled, "right, I promise." She then went to MJ and hugged her, "don't forget. Do it, I'm sure they'll agree."

"I'll try," MJ smiled, "be safe Jean."

"I will," she then hugged Felicia and said nothing, though I would guess that they were having a telepathic conversation.

And then finally, she hugged me and spoke in my head, 'don't worry bout a thing. I'll be fine Peter. Oh, and MJ has this little crush on you FYI.'

I chuckled, 'I know. But I'm sure it'll fade away in time.'

Jean rolled her eyes, "for the smartest teenager on the planet you sure are dumb Peter."

"Hey!"

Jean smiled as she moved back, "I promise I'll never forget you, any of you."

Felicia and I looked at each other, a sly smile on our lips. MJ looked conflicted while Liz looked heartbroken. We stood there and waved at the limo as it drove away. The moment it took a turn we knew we had to leave as well.

Felicia and Liz took a cab home while MJ and I just walked. It wasn't that far, and I didn't feel like going home just yet.

"So what did you and Jean talk about?" I asked MJ.

"She...she wanted me to try and do something stupid," she shrugged, "it's not important."

I blinked, "right….I'm going to miss her."

"Yeah, me too."

"I really hope she doesn't become an evil cosmic entity that kills people for fun."

"What?"

"Inside joke," I smirked as we continued walking back home, MJ sending me the occasional side glance.