Recarnation Of Ultimate Spider Man

Two months after Jean vanished:

"ARGH!" Felicia cried out as she was blasted back several feet through the air, her magical protection circle vanishing into nothing.

"That was...disappointing," came a sigh as Mordo lowered his weapon and approached Felicia, offering his hand, pulling her to her feet.

"Well you have a weapon and I don't," Felicia cried out as she got up. She sighed, rubbing down her dust covered red robes, indicating her rank as a learner, "honestly, this would be so much easier if you didn't have your flaccid stick of destiny."

Mordo's eyebrow twitched, "it is called the Staff of the Tribunal Ms. Hardy, and I would suggest you use the names given for each relic. Such a dismissive attitude is exactly why you have yet to gain the alliance of one yourself."

Felicia narrowed her eyes, she didn't like the man, couldn't stand him really. But, he was the best combat sorcerer they had, par the Ancient One herself, and she needed to learn from him.

Felicia lowered herself into a crouch and extended her arms, silver geometric circles came alive around her fists, "again," she snapped her fingers causing two sabers of light to appear in her hands.

Mordo snorted, and then attacked.

Felicia found herself in her quarters a few hours later. Mordo had done hat he always did, beat her over and over again until dinner, when he left her with an insult on her lack of skills and a dismissive glance.

Kamar-Taj felt so...empty. Felicia had no one to talk to. Wanda had really come into her own. The woman grew leaps and bounds over the months, now training under the Ancient One personally.

She and Tandy Bowen were basically sisters now, Felicia was honestly jealous how much time they spent with each other. But it made sense, they were both, after all, geniuses.

The first time she was here, Felicia wasn't alone, she had someone, two of them in fact. Peter and Jean, they were both there for her, protected her, guided her. Peter was a better teacher than Mordo ever was, he understood what she needed and how to train her. And Jean always knew just how to cheer her up.

But now? Now that small family they had made was...shattered. Jean sacrificed herself to save them all and Peter blamed himself. Like he always did.

Felicia layed on her bed and placed the ice pack on her stomach, wincing at the cold before sighing, letting the numbness take over the pain.

Once more, Felicia looked back at just how different her life became. She had never been a perfect girl, there had always been something broken inside of her. Her father leaving, her mother's cold attitude, they had left her empty.

But then he came, and for the first time Felicia was taken into a world where she didn't know what was up or down. It was like they were swinging once more through New York, and she was holding onto him for her life.

Peter Parker, the man she met one day on a rooftop, flirted with and then ran. Who followed her, loved her and eventually, she came to care for so much the thought of him getting hurt again drove her to a path of vengeance.

HYDRA, the one thing she hated more than Victor Doom. Both held a special place in her heart, yes, but the organization was responsible for Doom's release in the first place.

Peter had forgiven her, she knew he didn't want to. She knew he only did so because he was so madly in love with her, like she was with him. Felicia didn't realise it then, but Peter Parker became the only good thing in her life and she was willing to kill to make sure he was safe.

And then Jean Grey came into her life. Felicia remembered the night they shared fondly, she thought of it as a treat for Peter, something to reward the man for being so amazing all the time. She figured he would like it, it was s.e.x, guys liked s.e.x.

But when he asked her to not leave him for Jean, to not fall in love with Jean and leave him, it was only then when Felicia realised just how much they needed each other. That night must have been the night Felicia truly fell for him, and she had Jean Grey to thank for that.

Jean Grey was another person Felicia liked, loved even. She loved her the same way she loved Peter at first, as someone who was so fundamentally good and caring that they could only bring out the best in others. Jean moved from being a friend, to a best friend to a casual lover and then finally someone who Felicia could find herself loving equal to Peter.

For a time, during the days they spent in London with each other, Felicia was happy. She didn't think her life could have been any better. Her father was free, her mother and him were safe in Europe. And Felicia Hardy had two people who loved her and they were good.

But that was the problem of loving someone who always wanted to be a hero. They would one day go get themselves killed. The very idea of Peter dieing drove her to take on HYDRA, when she found out he couldn't be killed with normal means anymore, Felicia was beyond relieved.

But then Jean Grey went and did what she does best, be a saint. The girl helped mend the broken fence between Felicia and Peter, brought them together again, and then, she went. Felicia couldn't comprehend the idea, the notion of her being gone was...impossible.

But Peter had a plan, he always did. It was his job to get a way to get Jean back, it was hers to get stronger. But slowly, she was realising her limits. She may have finally become more than a novice at the art, but her limitations were still many.

Just then there was a knock on her door. Felicia sighed, "just a second," she pulled herself up, fighting through the pain and closed up her robes, packing the ice pack against her gut, "come in."

"I hope I'm not interrupting," the Ancient One said with a smile as she slipped in, "Mordo informd me you had a long day."

Felicia snorted, "I'm sure he did. Ass."

"Language Ms. Hardy," the Ancient One sighed, "his methods might be cruel, but he is still your teacher and you will show him the respect he deserves."

"Please, Peter is a better teacher than him," Felicia muttered as she touched her stomach, "if he was here..."

"I have no doubt if the Spider was here he would have trained you to at least be the level of a practitioner," the Ancient One said as she walked in, closing the door behind her, "but sadly, he is not."

Felicia hanged her head and whispered, "I know..."

The Ancient one stood before her and looked down, "Ms. Hardy...Felicia, what is wrong?'

Felicia held out her hand, closing it into a fist, "I'm not strong enough….I'm useless. I...I would just hold them back. Wanda is a mutant, she's stupid powerful and Peter….I don't even think I can call him human anymore. He's fighting in the league of Gods, how do I...how can I even keep up with him?"

"But...do you not see?" Felicia looked up and found the celtic woman smiling, "all this time, you have been keeping up with them both."

"I've just tagged along, I didn't really do anything," Felicia snorted.

"And I suppose the dozen HYDRA basses you destroyed were...flukes?" the Ancient One smile seemed to grow more prominent as she sat down next to Felicia, "HYDRA does not hire fools Felicia, they hire the most ruthless and dangerous killers in the world. I heard from Wanda that the only time you ever got caught was because of her, yes?"

"Yes..."

"Then at seventeen years of age, you have trumped over men and women several times your senior with much better equipment and training. If I may say so, you did a lot more than just tag along Ms. Hardy, you brought HYDRA to its knees...with a little help."

Felicia snorted, "Peter brought it to its knees-"

"-Using data you gave him. Tell me, do you think Peter, for one second, bring you along on such a dangerous trip if he didn't think you could handle it?" The Ancient One asked, "you of all people should know how protective that boy is...he's not saying anything because he believes in you Felicia...do you understand?"

"But I'm still not strong enough!" Felicia cried out, slamming her fist into the bed, "I'm still human! I'm not a genius like Peter or powerful like Jean! I-I...I don't know if I can do this..."

"I see...then perhaps it's more important for you to discover who you are instead of following in their footsteps...because you know, there are more than one way to be useful...or powerful," the Ancient One replied, "Peter was competent at magic due to his intelligence, Jean due to her inherent powers. You don't have either of those things."

"Oh gee thanks. You know, you suck at pep talks," Felicia replied with a stare.

The Ancient One smiled, "you know, I think Peter is rubbing off on you a little...but I mean what I say Felicia. Find another way."

And with that, the woman got up and left, leaving Felicia Hardy alone and thinking. Another way...another way to do what?

She looked at her hands, she was not going to get anywhere training to be good at something she wasn't. So what was she? Who was Felicia Hardy? How could she mimic the power that Peter...no, not mimic, how could she become her own power?

The answer was simple. She was a thief...so she would do what she did best. She was going to steal.

But what she was going to steal was now the question. So she took out her laptop and connected to temple's wifi. Sorcerers were weird.

It took her all of forty-five minutes to find something noteworthy. Felicia's skills at finding a prize to steal were slightly rusty.

It was a small pendant recently sold at a private auction, what gained her attention about this item in particular however, was the fact she had heard of it before.

The totem was said to have been an item of mystery and power. If the books were correct, then all accounts of the totem allowed those who wore it to gain powers of an ehanched. Accounts of just what that power was varied.

Felicia knew immediately what she had to do. She was going to steal that puppy.

A week later:

Out of a blazing sparking portal, Felicia Hardy stepped out dressed in her UMF suit, now transformed to mimic the advanced catsuit Peter had made for her on Christmas. She reached over her shoulder into the bag of strange strapped to her back and took out a pair of night vision goggles.

She was standing on the roof of a building in the outskirts of LA, the evening cold air hitting her hard. She looked at the surface of the hillside across the road from her, the buildings cost millions to build, owned by the ric.h.e.s.t of the rich.

And in one of them was her prize.

Her heart began to beat, she prayed her skills hadn't dulled in any way. She took out her tools and strapped them onto her body. She pulled her googles down and smirked, the HUD came alive as it highlighted her target. It was times like this when it payed to have a genius for a boyfriend.

Holding up a grapple hook Felicia fired it and zipped into the air, flipping like the trained gymnast that she was, landing on the roof of the building next to her target. She took aim at the private satellite uplink on the building's roof and drew a special toy she 'borrowed' from Oscorp the day before.

She fired the gun and instead of a bullet a tracker chip flew out, landing onto the box and drilling it's way past the metal cover.

Felicia took out an SA and entered her passcode, the tracker chip activated, giving her remote access to the house and it's system. Shutting down the security team's access to the system and then the silent alarm, Felicia made her way over, swinging onto the roof.

Through her SA she was into the house's internal system, everything was automated in the house, meaning she now hand control over everything. She pressed a button and the sun dial came up. Too easy.

She looked inside, finding the drop leading to the exhibition room of the house where the owner's collection was kept. Hitting her goggles' thermal sensors she noted several trip lasers placed all around, running on an independent security system.

Felicia smirked at the challenge. She dropped down, the second her feet touched the ground they were off. She jumped over two parallel beams and landed in a roll against the wall. She practically flew from one corner of the room to another, moving closely to the security panel on the other side of the large chamber.

For a second, it looked like she was going to trip and fall, her months of inactivity catching up to her. But at the last second, she flipped, landing on her right hand as her left reached up and inserted a decrypting pendrive into the security panel.

A second later, the room's internal security died and Felicia stood up tall and proud. She was panting, hard. She didn't realise just how much she missed this. A thief, for a second she wondered if Peter would approve.

And then she remembered just who she was lin love with. As long as she did it for the right reason, he would never think less of her. So with a light heart, Felicia walked to her prize, a bust of a cat faced woman, wearing the lost totem of Bast.

Felicia smiled, she reached out and plucked the totem and put it away, promising to use it later. She was about to turn and leave, when she noticed something displayed on the wall to the side. One she didn't noticed before.

It was a red jacket with a high collar and large shoulders which came jutting out. A black trim came down the shoulders to the middle, giving a 'V' shape design. The jacket was zipped up, but anyone who listened to music or didn't live under a rock knew what this jacket was.

Felicia Hardy smiled, looks like she just found Peter's next birthday gift. She grabbed the jacket and put it away, opening a portal with her sling ring and stepping through into her room.

She could hear her heart beat loudly, threatening to break free of her c.h.e.s.t. The smile she had didn't go away, she had never felt more alive. The weeks of intense training and pressure just washed away. She was...content.

It was morning now, she was expected for training and couldn't afford to be late. Putting her stolen loot away Felicia dressed in her robes and stepped out, ready and willing to face a day full of fighting.

When she met Mordo for her daily afternoon combat session, the black man noticed her demeanor and commented, "so Ms. Hardy. Are you ready to begin?"

Felicia smiled, two large magical circles appeared in her hands, "bring it Mint Green."

"Mint Green?"

Felicia sighed, "what? My boyfriend is the only one who can quip?"

Mordo snorted, drawing his weapon and activating the staff, "trust me, you are no Peter Parker."

Felicia narrowed her eyes. He charged at her first without a word of warning. Felicia ducked under the blow and countered by bringing her fist up to catch him on the jaw. Mordo doged the attack and moved to kick her side, when suddenly Felicia's leg seemed to fly into his face.

Mordo was smacked across and moved a step back, he barely had time to recover before Felicia jumped him, locking his face between her t.h.i.g.hs and twisting her body to bring him to his knees.

"I'm not Peter Parker, I'm me," Felicia hissed as tried to choke the sorcerer out, only for Mordo to send an upward punch to crack her nose and send her head flying back.

Felicia held her bleeding nose as Mordo pointed the business end of his relic under her chin, a look of annoyance on his red face, "you are not Peter Parker….good, you are learning. Again!"

Felicia rubbed the blood away and growled, getting back to her feet. This time summoning magical weapons in the shape of a staff. She charged at the man, and this time, she managed to land two more blows against her teacher.

That night Felicia Hardy took out the item she had stolen and looked at it. The design was ancient, as expected from a magical relic. It was gold and shaped like a cat's head. Six whiskers on each side with dull brown gemstones for eyes and held on a metal chain.

Felicia carefully put the pendant around her neck and waited. Looking down at the totem, she wondered what she was supposed to do now. A relic was supposed to pick their user, she however had down it the other way around.

She tried passcodes, requests, even begging, much to her shame. But the pendant was silent for all of it. In the end, Felicia decided the mystery could wait till tomorrow and went to bed, she had been awake for a day, she needed the rest.

And when she closed her eyes, the brown gemstones glowed red.

Dream:

Felicia found herself walking down a long corridor with walls so high she couldn't see the ceiling. The walls were decorated with ancient egyption hylogryphics, paintings with vibrant colours that almost seemed to make the paintings move.

They told a story, or so Felicia guessed. Of a woman with black skin and a golden gown. She had golden eyes and carried with her a blade in each hand, as Felicia walked down the hall the golden woman was shown fighting various monsters and beasts, she was shown as a fighter, a lover and goddess.

Felicia saw men and women form all over the world fall at her feet, she saw the goddess fight a snake as big as a world. She saw so much and before she knew it, she had come to the end of the hall.

And what lay before he was an empty throne with golden panther statues serving as arm rests. The throne back rest was etched with the face of an angry cat, it's very eyes peering into Felicia's heart. The woman was just about to try and leave when a booming voice halted her steps.

"After thousands of years, my amulet has been worn...but by a thief?!" the roar was deafening, the entire hall shook, Felicia felt her bones rattle, she didn't lose her footing however as she held on, falling to her knees.

"You, you think you are worthy of my power?!" a large rumble suddenly shifted through the chamber as Felicia gasped in shock. A shadow moved behind the throne as slowly the head of a giant black panther lowered down from the ceiling, it's breath sending a gust of wind that blasted Felicia to her feet, it's eyes glowing an eerie blue tinge.

"B-Bast?" Felicia stammered.

"And you are Felicia Hardy," the panther growled, it's voice shaking the very throne with each syllable, "I know who you are, thief."

Felicia gulped, "yeah well..sorry?"

"Sorry? Sorry?! You think a mear apology will spare you my wrath?!" the panther roared, "I should have you bathed in butter and boiled in oil for your transgression!"

"I didn't know okay! I thought the thing would just give me a power up! I didn't realise it was your artifact!" Felicia argued back.

"Do not talk back to me child!" the goddess hissed, it's eyes narrowed, "or else your death will be...slow."

Felicia felt it again, the pressure, the absolute torment of facing a challenge she knew she couldn't beat. Nevermind fighting super villains, this time she was facing a Goddess.

But as the pressure began to mount, Felicia felt something...snap. She was tired, tired of getting pushed back, tired of trying and constantly failing, of being useless. So she rose to her feet and growled, "well f.u.c.k.i.n.g try you overgrown hairball!"

The giant cat blinked, "meow?"

"What?! I thought you wanted a piece of me! So come on!" Felicia cried out, pancing on the inside. She understood why Peter always talked so much while fighting, it really did help deal with the pressure, "well?! Aren't you going to kill me?! Come at me you giant p.u.s.s.y!"

"Enough!" Bast roared as the head moved back and a giant paw came flying down over Felicia. The girl moved quickly trying to jump away, but getting pinned down against the floor at the last second.

Best pulled her across the floor, pulling her down under her face and growling, a hot breath of air blowing across Felicia's face, "god your breath stinks."

"Insult me again, and-"

"-Yeah yeah, you'll kill me, I got it," Felicia rolled her eyes as she summoned a magic circle and threw it at the goddess, only for it to be deflected off it's fur like a spec pollen hitting a marble wall.

"Really?"

Felicia shrugged, "worth a shot."

Bast looked down at the girl she had pinned down and tilted her head from side to side, "tell me girl...why do you want my power?"

Felicia looked insulted, "you can read my mind can't you? Find out for yourself."

"I cannot read minds girls, I am not Isis."

"Then how did you know my name?"

Best shrugged, which was an odd sight since the panther's shoulder's weren't visible, "a simple feet. Your name and what you are is something I know instantly once someone wears my totem."

"And reading minds isn't?" Felicia blinked, "heck, even I can do it. Somewhat. Still need a lot of practise though."

"Are you a sorcerer?" the goddess asked as she lowered her head, her surprise looking genuine.

Felicia shrugged, "amongst other things."

Bast lowered her head down and spoke two words, "tell me."

So without a choice, Felicia told her everything. Every single thing. And by the end, Bast had removed her paw, freeing Felicia.

"You...have not had a nice life Felicia Hardy," the goddess replied.

"Yeah, tell me about it," Felicia sighed, rubbing his silver hair, "so yeah...I'm sorry I sullied your totem or whatever but...I'm desperate to find a way to get stronger. I don't want to hold my lover back anymore than I have and I...I just don't want to seem useless."

"You are not useless Felicia Hardy," Bast replied, her voice suddenly sounding normal as the giant black panther head vanished into dust, and leaving behind the same woman drawn on the murals of the walls around the chamber.

She stood before Felicia taller than any woman the thief had seen before. Nearly twenty feet tall and yet thin as a rake, her frame packed with tight muscles. She wore a gown of white and gold, wrappings around her body and golden armor.

Her face was something made out of marble. Her jawline sharp and her eyes the shade of neon blue, shaped like a walnut. Her hair came down like a curtain, the straight black hair shining, swaying in the wind.

"You and I….are very similar Felicia Hardy," the cat goddess replied as she offered Felicia a hand. Startled, the thief took it, allowing the goddess to help her up.

"You and me?" Felicia asked, "how?"

"Your father held great expectations for you, as did mine for me. Yours vanished to protect you, mine was banished. You now face before you a challenge that is impossible to clear...and so did I," the goddess replied with a sigh, "I was made to face an evil so great even my father couldn't best him...and I only survived due to the love of my life...you...you fight for the one you love..no, sorry, the ones you love. You are willing to die for them, to kill for them...tell me Felicia Hardy, what would you give to me in exchange for power? Your life? Your heart? Your soul?"

Felicia looked at the beautiful goddess and thought. She thought about it for a second before she replied, "I cannot give you any of that, though I would be willing to do so."

The goddess in return looked surprised, "oh...and why is that?"

"Because," Felicia replied, "they have it all. My heart, my soul, my life. Everything I am, they have...and I am fine with that. If that displeases you then I am sorry but...I cannot give you anything, because I am nothing."

And then, the goddess did something Felicia didn't expect. She threw her head back and laughed. "Oh father!" the goddess cried out, "look at this one father! Look how she acts! You are nothing? Child, are you so blinded by love that you think without them you are nothing?"

"I am nothing without them," Felicia hissed back, "Peter made me want to be better than who I was. And when I failed it was Jean who helped me get back on track. So yeah, without them, I am nothing!"

Bast's smile revealed her teeth from edge to edge, "then I will take the one thing they cannot have. I will take your name."

"Name?"

"Yes. Name. For eons I have sat back and watched your world, all worlds and I find it...boring. But now, finally it seems pieces have begun to move about. In the last decade alone the number of life changing events rose, I do not wish to be on the side lines anymore. If you want me power, then you and I? We will become one."

"Hold up one second, what?!"

"Not in the literal sense child," the goddess snorted, "you will become my avatar, my window into the outside world. I will see through your eyes, I will live through you. Do this for me and I will give to you my power….do we have a deal?"

"Is that all you want? Just to see the world? To experience it?" Felicia asked.

"Yes...the Age of Heroes I believe your lover called it," Best smirked as a blush reached Felicia's cheeks, "he did that for you didn't he? Become a fugitive. Whether he knows it or not, Peter Parker is the flag ship for this age, those that come next follow him. I had watched the world for eons, I can sense when great changes approach, and I wish to know just what kind of person this man is...I see great things in his future and yours Felicia Hardy."

"I see...well then," Felicia thrust her hand out, a smile on her face, "partners?"

Bast looked at the offered hand and smiled, clenching it by the forearm, "partners."

That morning:

Felicia opened her eyes and pulled herself up. She looked down at the totem of Bast around her neck and grinned as the dull brown eyes had changed into the vibrant blue Bast herself had.

"Cool," Felicia whispered.

'I'm glad you think so.'

"WAH!" Felicia cried out as she dropped the necklace in shock. She looked around her room, "Bast?"

'Here. Like I said, I can see the world through your eyes...meaning, I can talk to you through the totem.'

"I see...wait, does that mean you'll be seeing everything?" Felicia asked as suddenly she blushed again, a random thought coming into her mind.

'Yes Felicia, I will be seeing everything. I will also feel everything and I have to say I'm looking forward to being ravished by Peter. From your memories it seems you and him and quite adventurous. You naughty kitten.'

"Hey! How do you know that?! I thought you couldn't read mind?!" Felicia cried out in panic as she recalled every single embarrassing moment in her life, which she now realised Bast could see for herself.

'Do not yell, we can communicate through our shared mental link, so stop acting like a mad person. And relax, this is all nothing I haven't seen or done before. I mean, I was a spry kitten in my day and….wait...did you two...how….oh my...I certainly never did that upside down.'

"SHUT UP!" Felicia cried out mentally and she went back into her bed, pulling the sheets over herself. This power up had better been worth it.

That afternoon:

Felicia sighed as she tightened her robes and looked across the field to Mordo. The man noted the totem around her neck and raised an eyebrow, "where did you get that?'

"A friend gave it to me. For good luck," Felicia replied.

"I see...you are a terrible liar."

"And the Ancient One friendzoned you," Felicia snapped back. Mordo starred, she shrugged, "you know it's true."

The green robbed sorcerer charged, his staff flashing forward like a whip. Felicia ducked under his sweep and grabbed the end of the staff in a single motion. Both Mordo and Felicia looked at her hand in surprise, Felicia grinned and began to chanel her chakra.

A silver aura covered her body as the silhouette of a panther covered her body. Silver claws formed around her hands as she punched Mordo in the c.h.e.s.t. The Sorcerer was sent flying across the training yard, gaining the attention of the others.

Felicia threw the staff of the Tribunal aside and walked forward. A white tail swigged behind her, dark whiskers marks came on her cheeks as she stood over Mordo, a smile on her face as she began cracking her knuckles.

"So, shall we begin?"

A month later:

Wanda Maximoff was out of breath, "damn you Kitten."

"Hey, you're the one who said she didn't want a break," Felicia smirked as she and Wanda circled each other, Felicia was barely breaking a sweat. They had been fighting for over an hour, yet Felicia didn't feel tired at all.

"Ever since you got that totem, your stamina has been stupid crazy," Wanda sighed, the magical circles around her hands flickering in and out of existence, "I'm sure Spider's going to love this."

'Oh I'm sure he will,' came Bast's mental purr.

"Shut up you horny cat," Felicia replied mentally before gained focus back to Wanda, "so, another round?"

"Yeah..why not," Wanda said as she threw he hands forward and sent a blast of energy at the thief before her.

Felicia in return leaped over the attack, landing behind Wanda in a crouch. The Scarlet witch turned to blast the girl again, but Felicia ducked and swevered between the red blasts of energy, slipping into Wanda's defences and leveled a white claw at her throat.

"Winning," Felicia grinned.

"You're emulating Spider too much for my liking," Wanda growled as she dispersed her powers.

"Yeah, but I think it's endearing," Felicia smiled as she removed her claw, deactivating her abilities as well, turning back into her normal form, "so, dinner?"

Wanda nodded, "sure..." the woman smiled, Felicia smiled back, ecstatic that she finally, finally managed to reach Wanda's level. Bast helped, never let it be said otherwise, but if Felicia hadn't trained as hard as she did, all the power in the world wouldn't have made even the iota of difference.

"Wanda!" Tandy Bowen cried out as the star pupil of the Ancient One ran out into the courtyard dressed in blue and silver robes, indicating her rank and special status within the monastery.

"Tandy, what's wrong?" Wanda asked eyeing the girl.

"Something appeared in the library, it has yours and Felicia's name on it," Tandy explained as she gave Felicia a polite nod in return. Ever since Felicia gained her totem and began showing some skills in the mystic arts, Tandy's respect for her grew, now they at the very least acted politely.

"We need to go," Wanda turned to Felicia.

"Right," the silver haired beauty nodded as the three moved to the underfloors of library where already a crowd of students had gathered around the underchamber that held the Eye of Agamotto within.

"Ms. Hardy, Ms. Maximoff," the Ancient One greeted them as she, Wong and Mordo held the students back. Felicia cut through the line and looked at what was in the middle of the gathering.

"Woah," Felicia whispered, there were two items on the floor. One was as big as Felicia's hand, wrapped in silver paper with bow on it while the other was a little bigger, wrapped in red.

The Ancient One raised an eyebrow, "do you recognize it?"

"No," Felicia whispered as she walked forward, Wanda right behind her. She bent down and looked at card on the gift, noting the handwriting. Felicia immediately smiled, "but I recognize the handwriting."

"Peter?" Wanda asked.

Felicia nodded as without a second though she began tearing the present apart. "Wait! It could be a trap!" Mordo cried out, but Felicia ignored him. She held up a black box and opened it up, gasping at what was inside.

"What is it?" Wanda asked, eyeing the box.

"That man," Felicia whispered as she took out and held two silver bracelets in her hands, "cannot believe him."

"What is that?" Tandy asked.

Wanda reached into the box and pulled out a note that was underneath the bracelets. She opened it and read out loud, "Kitten, these are much better and won't break. Love, Peter. Happy Birthday."

"It's your birthday?" Tandy asked, for which Felicia could only nod, too busy admiring the circles of silver in her hands.

"Oh, false alarm people. It's just Parker being romantic," a student called out as everyone g.r.o.a.n.e.d and walked away, disappointed from the lack of danger.

The Ancient One chuckled, "well, while I'm glad this wasn't a dangerous item, I must say the others are disappointed. Oh well, carry on," she dismissed Mordo and Wong, leaving the library herself.

Felicia slipped the bracelets on and smiled, the silver shimmering in the light. 'Isn't that sweet,' Best pureed, 'and you didn't get him anything.'

Felicia smiled, "yes I did. I just didn't get the chance to give it to him yet."

"There's more," Wanda said holding up the note, "he says: 'Say the words Claws up to make them work'. Any idea what that means?"

"No," Felicia whispered as she checked the bracelets for their web shooting function, only to find the gadget missing, "must be a voice activated model. Alright, Claws up."

Felicia almost jumped out of her skin when the bracelets suddenly came alive. A wave of dark material began crawling down her skin, covering her body in seconds. She could hear the cl.i.c.k.i.n.g of metal as the dark material covered her face, everything turned dark, for a second Felicia thought it had been a trick.

But then she could see once more, now through a lens that displayed the world in an augmented manner, displaying various details around the air, her heart rate, stamina and even a 3D rendering of what exactly she now looked like.

Felicia looked down at her costume and whistled, "holy shit."

She was covered from head to toe in a black suit that hugged her body tightly. It had a matte finish with runes of some kind etched into the very surface of the suit. The bracelets extended into silver claws that surrounded Felicia's digits, the padding of her palm soft like a cats.

For the first time Felicia had a helmet to gaurd her face. It was blank with two white eye slits, and two cat like ears that popped out on the sides. Her hair was allowed to be free though as it came down and around her neck like a mane of a lion.

Her boots wore white, a belt was wrapped around her hip to cut the skull black bodysuit. The buckle had a cat's face as its logo. Two white lines came down her side from her upper torso down to her knees.

The suit felt like nothing she had ever felt before. It behave like leather, but there was no traction against her skin. It moved like a UMF suit, but you could see it wasn't just simple cloth, but armour just beneath the surface.

Yes, it really did pay off dating the nerd.

'This reminds me very much of my other champion,' Bast whispered off handedly, Felicia admiring her costume too much to notice.

"Okay, that's new," Tandy whispered.

"Welcome Felicia Hardy," came a familiar voice startling the girl.

"Wait...S.e.xy?"

"I am an AI Mr. Parker designed around his own, yes, but I'm your personal suit's AI, I do not have a name, though Mr. Parker referred to me as Kitty Protector."

"Great, just what I need, another voice in my head," Felicia whispered, "can't I call you something else?"

"Of course. What would you prefer to call me?"

"How about...Leo?"

'Original,' Bast snorted.

"Shut up," Felicia replied.

"Leo is fine. Would you like me to play Mr. Parker's message for you now?" the AI asked.

Wanda and Tandy grew alert as Felicia nodded, "yeah. Can you display it out?"

"Of course," the AI replied as the center of Felicia's c.h.e.s.t came alive, pushing a hologram out into the air.

The image began of Peter leaning close to the camera, "hello? Is this thing on?" Felicia couldn't help snort, she wanted to look at the video with her own eyes and reacting to her d.e.s.i.r.e the suit subsided from her face, vanishing down her neck.

Having no time to comment on what just happened Felicia turned back to the hologram where Peter now stepped away form the camera, smiling proudly, "hey Kitten."

"Woah," Tandy whistled, "was he always this jacked?"

"No," Wanda replied before Felicia, "he most certainly did not."

Since they saw him last Peter had changed. A lot. He looked bigger now, Felicia waggered he put on a few pounds as well judging by the size of his muscles. He also had the beginning of a thick beard, though for now it was just stubel.

"The dwarves must be really pushing him," Felicia whispered, she noticed the bandage around his right hand, he had been hurt...no, he can't get hurt. Then maybe he did it because his hands were paining from hitting metal for so long.

"Happy birthday," Peter in the hologram winked, "you thought I forgot didn't you? No way. Any how, I'm sure you're admiring the new suit, it's the same kind I use, minus a few kincks that I managed to iron out. Nanotech with stealth in mind. It's mind out of vibranium, can absorb and redistribute kinetic energy. I'll have Kitty Protector give you the summary, don't worry."

He then sighed, rubbing his neck, "things here have been coming along to slowly for my liking. The dwarves are...brilliant, but slow. I wish they could hurry things along but whatever. I managed to get a spacecraft from their junk pile and put it together. I also managed to access hyper space travel, your gift was my first test subject, hopefully it arrived on your birthday on time. I'll admit this is a first for me.

"Anyway, I'll be coming over in two months time, I just wanted you to know I'm thinking of you and tell you how much I love you. Don't work yourself too hard Kitten," Peter's smile faded for a second before it returned, "also, since it's been some time, I'm sure you're as pent up as me. So...enjoy," he then proceeded to take of the tank top he was wearing before moving down to his pants.

"St-stop! Leo stop the message!" Felicia cried out.

"Understood," the AI cut the hologram just as Peter began dancing.

"I hate you," Tandy hissed, "you couldn't have waited for a few more seconds?"

"Shut up," Felicia sighed, palming her face, her boyfriend was stupid hot, so why-oh-why did he insist on doing things like this?

Wanda then turned to the second package on the ground, "I think that's mine."

"Oh, maybe he's going to strip for your birthday surprise as well," Tandy replied, now excited again.

Wanda narrowed her eyes, "it's not my birthday," she did however summoned it to her hands and opened it apart, finding a cloak folded inside rather than a set of bangles.

Felicia reached in and took out the note attached reading it out loud, "Wanda, I don't know when your birthday is. I bet that's because you think your so cool and all by keeping it a secret. Anyway, say Witcher to activate."

Wanda threw the cloak around herself and whispered, "Witcher," out of the cloak poured out red and black particles that formed a suit around Wanda as well, this one however didn't seem to have the metallic properties that Felicia's did as formed a corset around Wanda's toros our of which came the rest of the suit.

A full black bodysuit came out with a thick belt on Wanda's h.i.p.s. The consent had a skirt going down to her knees, split at the sides to reveal her back tights covered t.h.i.g.h.

She wore full length black gloves on her hands with red fingers digits and a red cowl around her shoulders and neck. The cloak was attached to the cowl with a hood forming over Wanda's head. And pulling the whole costume together, were knee high red boots that clung to Wanda's legs like rubber.

"Why do I have stripper boots?" Wanda grumbled looking at said boots.

"Do you really want me to answer that?" Felicia smiled.

The goth waved her hand to blast Felicia into a nearby chair, but instead of a gentle push she was expecting, Felicia was sent flying across the room.

"Oh shit!" Wanda cried out, she was about to stop Felicia when the woman landed on her feet, her costume already making her helmet appear to protect her face.

"What the hell Wanda?! I was joking!" Felicia cried out.

"I-I...I think the suit's giving me a power boost," Wanda whispered as she looked down the clothes she now wore, her eyes narrowed, "I really can't say, but there's something about these robes...I think Peter infused them with dwarven magic."

"Damn..." Tandy whispered, "but wait, I understand why Felicia gets a new suit, but why do you?"

Wanda turned shrugged, "probably additional protection for when we go into space to get Jean."

"Oh, right," Tandy replied, "you know, I've been meaning to ask, do you think I could come too? Jean's my friend too you know."

Wanda and Felicia shared a look as the former sighed, "Tandy, this isn't a picnic or even a bid to save Earth. It's outer space and it's-"

"-If you tell me it's too dangerous I'm going to hurt you," Tandy growled as several light dagger appeared between her fingers, "I;ve been training just as hard as you Wanda, and longer as well. And I was also there to help beat Kaecilius back or did you forget? I'm not some damsel in distress, I can take care of myself."

Felicia stepped forward, "and if you die?"

"I...I won't."

"But if you do?" Felicia asked, "we can't ask you to do this, risk your life for no reason. Wanda and I will be more than enough to help Peter in whatever crazy plan he's cooked up."

"And what if you get hurt?" Tandy asked, "how are you going to heal?"

"I doubt anything could get passed Peter's suits," Wanda said feeling her gloves.

"But if it does?" Tandy asked. Felicia and Wanda to each other, silent. Tandy continued, "look, it's cool you all want to take this on yourselves, but you don't have to. You know that right? You aren't alone in this, let me help you. Please."

Wanda sighed, turning to Felicia for help. The woman shrugged, so the proto-mutant rubbed her head, "fine...we'll ask the Ancient One if you can come."

"Oh come on!" Tandy cried out, "we already know what that buzzkill is going to say!"

Five minutes later:

"Yes." Wanda, Felicia and Tandy's jaws nearly dislocated. The Ancient One raised an eyebrow, "it really isn't that shocking is it?"

"Well, it's just that," Felicia scratched her neck, "you didn't really let Tandy out the last time, like for London?"

"That was when she was still a novice, now however she is much more advanced then half the pupils here," the Ancient One admitted, a smile on her face, "and, if I'm being honest, it's about time you made choices that were your own. Your old enough now, you can both make your own choices and face the consequences of them."

"So...I can go?!" Tandy asked with a cry that startled everyone around.

The Ancient One nodded, "yes...but I was under the impression it would be only you two and Peter, is that not the case?" she asked turning to Wanda and Felicia.

"It is but..." Felicia turne dot Tandy, "we could always use more help and if I'm being honest with myself...the more the better. We're going headfirst into the unknown reaches of space. It's best if we at least had help of some kind we could rely on."

"Yes, but other than Tandy, we don't really have people lining up," Wanda shrugged, "and we can't ask people we don't know to risk their lives..."

"No...but we do still have some allies...Leo," Felicia called out.

"Yes Ms. Hardy?"

"Can you send a message to Peter?"

"Yes, but it will take a full two weeks to reach him. What is the message?"

"Simple. Tell him to make the ship larger, we're going to be brining help."

"Do you know how much?"

"Just tell him to make it as big as possible...and tell him we'll be waiting for him at the roof of his first job."

Baxter building:

Sue Storm looked at her screen and sighed, making some quick calculations in her mind she already had the total spending budget for the Baxter foundation ready. It was...a lot.

Ever since Peter and Reed helped stabilize the portal to the Negative zone, Johnny and her had been taking daily trips into the place in order to get raw materials. Most they researched, but precious items like gold or diamonds they sold.

The total spending budget was...well, let' just say if Peter had asked for some money for his UMF project now Sue could have funded it a dozen times over. They really had too much income, the problem was, a lack of an outcome.

Since Doom attacked, the second time that is, the number of applicants had reduced by half. People still applied to the Baxter Foundation, but they were significantly less talented and below the standard Sue and Reed had agreed that all members had to meet.

There were a few sub-committees, like the HArvard branch and the one at Caltech, but they weren't really producing the cutting edge tech the FF was famous for. They weren't Reed Richards or Peter Parker.

"Hey, where do I put the Silverson file?" Johny called out from across the room, carrying a box of files in.

"Second shield, fourth drawer," Sue pointed at a row of shelves behind her.

"Right," Johnny nodded, "by the way, I finished looking through the present applicants and found a few that stuck out. You want me to hand them over?"

"If you think they are worth the time," Sue mumbled, still distracted.

Johnny sighed, "sis, you need to focus...what's wrong?"

"Nothing's wrong, everything's fine," Sue leaned back rubbing her nose, "just tired."

"Why? Is there something wrong with the books?" Johnny asked as he put the stack of files away, "I thought we were fine financially."

"We are," Sue sighed, "can't say the same about our name though."

"What do you mean?"

"The Baxter Foundation has basically become a Death Pit Johnny," Sue said as she got up, walking over to her terminal to finish up her monthly record for the IRS, a special need given their unusual form of money making, "no one will touch us. Not SHIELD, after what Peter did I don't blame them."

"Hey, they were bad guys! Peter literally saved the world!" Johnny cried out in defence of his best friend by default.

"I know that Johnny, I'm not saying he wasn't in the right," Sue sighed, "but that also means no one is even considering to give us a government contract anymore. And without any proper scientist on hand to lead the Foundation..."

"Sis...what's wrong?"

Sue stopped typing, leaning over her keyboard before turning to her brother, "I think it's time to shut this place down..."

"What?! Are you crazy?!" Johnny cried out, "sis dad built this place from the ground up! So what if we aren't making any new stuff, we still have enough to keep going don't we?!"

"That's not the point Johnny!" Sue snapped, "the Baxter Foundation has always been about being the cutting edge, always about inventing new things and being at the forefront of humanities inventions! But now, we're just..."

"And it was dad's dream! You can't just throw that away like it meant nothing..." Johnny replied, plopping down on a seat, his spirit exhausted.

"Johnny...I remember more than you think..." Sue said as she sat down next to her brother, taking his hand in her's, "when dad was still alive...he brought me here, there first day the Baxter Foundation opened up it was...magical. The people here were so driven, so brilliant I...if he was here, he would be so ashamed...I let him down, I let his dream die..."

"Sue, that's not fair," Johnny whispered, "you can't put this all on yourself?"

Sue sighed, leaning back, "can't I? It was my responsibility, but look at us now..."

"...Do you regret it? Any of it?"

"Not for one second," Sue replied without an iota of hesitation.

"Well that's good to know," said a sudden call that startled both Johnny and Sue. Suddenly the air before them began to shift as a tall feminine figure appeared before them dressed head to toe in a black suit that hugged her curves.

"Who the hell are you?!" Johnny cried out as he exploded in flames, standing before his sister.

"Relax flame breath," the figure replied as her cat motif helmet vanished, revealing a familiar face grinding down at them, "I come in peace."

"Felicia?" Sue blinked as she got up in surprise, "what are you doing here? I-Is Peter here as well?"

"Nope, he's...well, he's currently on another planet training with dwarves," Felicia rolled her eyes.

"I'm sorry, run that by me one more time?" Johnny asked, his flames dying away.

"It's ah...it's a long story...but," Felicia's eyes began to twinkle, "we could use your help." Sue and Johnny turned to each other, a spark came alive in the siblings eyes.

Xavier's Mansion:

"So...Jean's...gone?" Scott Summer said the words, but he still couldn't believe it.

Wanda Maximoff nodded, a twitch of sorrow in her sohail solid demeanor, "yes...but we're going to get her back."

"And you come to us to ask for our help I assume?" Charles Xavier asked as he and the rest of his students gathered around the dinning room to listen to Wanda, who had appeared out of a spinning portal a few minutes ago,

Wanda nodded, "yes."

"Well then let me give you an answer...no," Charles replied firmly.

"Professor!" the students cried out.

"You can't be serious Chuck," Logan growled.

"I am," Charles replied, he noted Wanda's features, it didn't change a single bit upon hearing his decision, "do you understand why?"

Wanda nodded, "yes. Jean was your charge and you blame us for what happened. You don't want to risk another student of yours getting hurt."

"Exactly," Charles replied, "I already had to lie to Jean's parents. I don't….I don't know if I can do so again."

"But we can't just stand back and do nothing!" Scott cried out, standing up, "Jean's one of us and she's out there, lost. They need our help professor."

"Scott, you are not an astronaut," Charles replied hotly, "imagine if you lose control of your powers in space? Think, for one second, and you would blow a hole into the side of whatever ship you were on."

"They I better be careful won't I?" Scott replied.

"Scott," Rouge called out. The boy looked down at the girl's worried look, he reached down and held her hand tightly. They stared at each other word a moment, before the girl sighed and stood up, "if he's going, I'm going."

"You cannot be serious," Evans cried out.

"It should be fine, right professor?" Scott called out, "Rouge and I have no family, you won't have to lie to anyone if we die."

"That's not the point Scott and you know it!" Charles cried out before turning to Wanda, "does Peter know about this? I doubt he would approve."

"No, he doesn't, but we don't need his permission," Wanda replied, "he may be the one in charge, but he's also one of the most stubborn men alive. He won't admit he needs help unless he's on the floor bleeding and Felicia and I would rather not be put through that. So while he might not approve, he still needs allies, you know this, I know it, we all know it. We can't bring Jean back without help..."

Charles was silent, the whole mansion was quite. And then Logan spoke, "I'll be going with them, as a chaperone."

"Then I'm going to," Evans cried out, "no way am I missing out a chance to go to outer space!"

"You will do no such thing!" Orro cried out, "I will not allow you to go out into space! Your parents would kill me!"

"But aunty O-"

"No Evans, Orro is right about this," Charles called out, he turned to Scott and Rouge, "if you two are set on this then...I cannot change your mind...Logan, please, take care of them."

The Wolverine grinned, "don't worry bub, I will."

Bar- NY:

Jessica Drew wanted to throw her beer bottle into the TV. Again. But she restrained herself, last time she did that she got kicked out. It took a lot of begging and some phenomenon manipulation to get back in and she didn't want to do that again.

The reason for her annoyance was simple. SHIELD was once again on the NEWS. The story was about how they had developed a new prison for powered individuals out in the middle of the ocean, a debate was being held about if this was ethical or not.

It had been nearly a year since Jessica Drew left SHIELD. The day Peter Parker blew up the ground floor of the Triskelion and exposed all of SHIELD's dirty laundry was the day she turned in her badge.

Once more, without realising it, she had become a tool for HYDRA. It seemed no matter what she did, that was always going to be her destiny. To be used for evil, to be treated like a weapon.

Since then she tried to land on her feet, joined a private security firm. Got into the bodyguard business. Got kicked out because a client tried to get handsy with her for which she broke his wrist. To be fair, she did warn him three times before doing so.

And now she was in this bar whose name she forgot drinking beer that tastes horrible. She was just in the middle planning out her disappointing evening when she found someone slip into the seat across from her.

She recognized the face, it was hard to forget silver hair and those t.i.t.s. Jessica Drew smiled as she finished the last of her tenth bottle of beer and placed it aside, "so Ms. Hardy, what can I do you for?"

"Why do you drink this stuff if you can't get drunk?" was the first thing Felicia asked.

Jessica snorted, "it's the thought that counts."

"Hm….so you busy?"

"Do I look like I'm busy?"

"You look like you want to break the TV."

"Maybe...what's up?"

"We need your help," Felicia replied as the waitress brought her a c.o.c.ktail, for which Felicia tipped her generously.

"We?" Jessica asked as she took the c.o.c.ktail, Felicia eyebrow twitched in annoyance, "you and Peter?"

"Maybe...we need your help getting Jean Grey back."

"The red head? What happened?"

"It's a long story."

Jessica hummed as she played with the c.o.c.ktail's straw, "tell me, do you think it's a good idea to bring me along?"

"Why?" Felicia asked.

"Did Peter tell you?"

"Oh, you mean that time you two f.u.c.k.e.d like rabbits? Oh yeah, he told me," Felicia rolled her eyes.

"And…?"

"And what?" Felicia shrugged, "we were on a break...god I sound like Ross….anyway, it's not like I didn't have a fling during that time myself. Besides," Felicia winked, "I've recently learnt the importance of sharing."

Jessica Drew raised an eyebrow, "huh...are you hitting on me?"

"Maybe if you didn't look like a drunken mess," Felicia shrugged.

"Hey, I'll have you know the drunken mess look is quite popular these days."

"With who? Other drunken messes?" Felicia snorted, eyeing the few men who sent them looks.

"Tch, fine, what the hell. If Peter needs my help I'm all for it. When do we begin?"

"Two months...get yourself together by then. Peter should be here on his ship by then."

"I'll think about it," Jessica nodded as she sipped her stolen drink before blinking, "wait...ship?"

Two months later:

I felt like I was going to cough up a lung when I got out of the vibranium energy chamber. My feet felt wobbly, it took me a moment to feel myself, everything felt...bloated.

"S.e.xy, scan," I blurted out as I grabbed the chamber's walls to steady myself.

"It seems the modified blood had taken root into your system, but I cannot predict how it will react."

"Expected," I whispered as I limped my way over to the lab's table and bent over, dry heaving. This time wouldn't be like the other times. This time it was different.

It took me a while to understand, if I recall correctly it was in the middle of a class in Magical energy manipulation that the idea struck me like a bolt of lightning. No pun intended.

I remembered just how difficult it was for me to adapt Franklin Richards powers into myself. It took Jean going near Phoenix levels of power to bring stability to my mind. At first I figured it was because the power was just too much for my boy to handle, but I never figured out why.

After a few hours of research, I got my breakthrough, including the idea of how to adapt Thor's blood into my system. The reason Franklin's powers almost burnt me out was because it was just too vast, I had to limit it, Jean, knowing or unknowingly, set a limiter on my abilities.

For now, I could only use the psionic portions of Franklin's powers, but the stronger and more adaptable I became, the more power I could push out. But for Thor's blood, I made a slight difference.

I closed my eyes and entered my mental landscape. There I saw my mind for the first time since I got Franklin's powers and other than the city of my memories, the only difference seen was the Dark Tower, which now held around it's grounds a great many bolts of lightning that came crashing down from the 'sky' above.

Around the many bolts of lightning, a ball of red energy flew around, swaying gently around the Dark Tower. This was the representation of my psionic powers and the lightning, well those were all the other powers I couldn't yet control.

I closed my eyes and began scanning my mind and aura. It took a moment, but I found the traces of Thor's powers slowly taking root inside of me. Launching a preventive strike, I reached into myself and pulled the energy out.

When I opened my eyes, I found myself holding onto a great big ball of light. Thor's powers, they were just beginning to form, and if I let it go on as it naturally would, I risk an incident like with Franklin's powers.

This time I need to set the limitations by myself. So with that in mind I flew to the middle of the city inside my mind and mentally cleared away the buildings and other items, creating a mental projection of a great pedestal with steps leading up to it.

I landed before the pedestal and placed the ball of light on it, closing my eyes to convert the energy into something more...tangible to make it easier to picture and use.

It took a moment to understand what it was I even wanted to do, and even longer to do it. The energy was flowing like a slowly rising tidal wave. It was become more and more disruptive to my will but at the same time, I could hold it under my control. No doubt if I let it fester on its own, it would have spelled the end for me.

Slowly the ball of energy began to take form, evaporating and leaving in its place a copy of Thor's hammer in my hands. Just like Thor's Mjolnir would help him focus his powers, this mental projection will help me focus the powers I gained form him.

I placed the hammer on the pedestal and when I blinked I found myself back in my ship, back in the real world.

"Has your mental shields been perfected sir?" S.e.xy asked through the coms.

"I think so...only one way to find out," I whispered as I closed my eyes and pictured holding Mjolnir, it took a second, just a second, before the surge of energy came into me.

"ARGH!" I cried out as I held my body in pain. The surge of energy was...massive. It was more than anything I ever felt before. Immediately I pictured myself dropping the hammer and allowed the energy to slip away, the pain was still there, but was now faint, just a whisper of what it once was.

"It seems while you have managed to contain your energy so as to prevent another incident like with Franklin Richards own powers, it sadly it still too much for your body to fully adapt."

"Anything we can do about that?" I asked.

"From what I can estimate time is the only solution. Your body needs to adapt to the extra strains of energy. Eventually, I'm sure you can use the powers of Thor without such painful repercussions."

I sighed, shaking my head, "one step forward, two steps back...fine, how long was I out?"

"17 hours, we will arrive in 4 hours," the AI replied.

"Alright..so I have some time," I tapped my c.h.e.s.t piece and the suit slowly deactivated, retreating back into its base form. I placed the now seemingly plain white shirt on my work table and began my upgrades to it.

This was perhaps the best part of using adopting nanobots as the base for you suits. Any updates you make could be added on like a software patch and it didn't demand you take it all apart and start over from the beginning.

Nearly four hours later:

I sat down at pilot's chair, leaning back comfortably I washed as it entered what the rest of the galaxy called the 'Sol' system. I think I saw Jupiter pass by and slowly Earth itself came into view.

I smiled, I was home, after so long...I was home. I recalled Kitten's message, she was going to meet me at the roof of the Baxter building, and if the rest of her message was correct we would be having company.

She didn't tell me who though, so I admit I was now curious. I double-checked to make sure the ship'd cloaking system was online, I didn't want SHIELD or something worse picking up on me as I came in.

Slowly the ship passed over continental America before dropping down to New York state and the city. A wave of nostalgia hit me, a d.e.s.i.r.e to jump out and swing through the city once more. But I couldn't...I traded away that life when I decided to f.u.c.k over canon and now, I had more important things to do.

I spotted the Baxter building and slowly had S.e.xy bring it down. I got up from my chair and walked over to the side door of the ship, checking my armour. While visually there wasn't much difference, I did however removed my mask. There was no need for it anymore.

The suit's upgrades were mainly additional defence and a kinetic energy distribution system like the one I had in Felicia's suit. Which I'll admit I shamelessly ripped off from the Black Panther suit. Now that I think about it, Felicia's suit looks a lot like the one T'Challa wore...huh.

The ship landed and the door opened, I stepped out and blinked, "well...this is a lot more than I thought."

"Peter!" Felicia turned to me, her mask withdrawing to show her smiling face. I don't even remember her jumping into my arms, holding me tighter than I thought possible, but the next thing I knew she was planting kisses against my lips, each filled with a d.e.s.i.r.e to never end.

"Alright lover birds, break it up!" Johnny cried out, "some of us are disgusted you know!"

I smiled as I pulled away from Felicia, my eyes looking at her, only her, "I missed you..."

"I missed you...love your gift by the way," she winked, "where did you learn how to strip?"

"Ah, let's not talk about that," I blushed remember the present I had sent over. I held her hand in mine and turned, once again startled by just who was there on the roof of the Baxter building as well.

Johnny was grinning like a loon, Ben and Sue smiled as well, though I could smell the feeling of envy from Sue. Wanda stood with Tandy and the whole school of X-men, a stoic Charles Xavier was present there as well.

But it was the last group of people there that surprised me the most. "Ha-Harry? MJ? Liz? Gwen?" I asked in shock, looking across the faces of the people I came to call my friends, all waiting there for me.

I turned to Felicia who just smiled coly, "I figured if we're going out of space for a while, you might want to talk to them as well."

"Hope you don't mind, but you ain't leaving me behind this time," Tandy called out, grinning.

"Tandy...are you serious?" I blinked, "does the Ancient One know? Or did you sneak out?"

"She knows," the girl said proudly as she held out a necklace with a jade shard attached to it, "and she even gave her blessing." Which really surprised me.

Everyone slowly gathered around in a tight circle. "So Peter," Charles looked over to my ship, "that seems a little small, yes?"

"It's bigger on the inside, trust me," I replied, "I applied a little dimensional folding technology to increase the space inside to nearly hundred times what it was. You could fit a whole crew in there, though I have to say I didn't expect so many of you to be willing to come along."

"They are not," Charles said firmly, I smelt the man's anger and grief, and I understand just why he sounded annoyed. He sighed, "Scott and Rouge however will be going...along with Logan of course."

I nodded, "I understand professor...I'll get her back, I promise."

The man said nothing, just nodding. Scott and Rouge walked up, both wearing their X-men uniforms, looking ready as they could be.

"You two sure about this?" I asked, "this isn't going to be pleasant..."

"She's our friend," Scott Summer's replied, "we don't leave anyone behind." For a second, I was worried. Worried that Scott Summers was still in love with Jean Grey. Because I knew for a fact that this Jean Grey, my Jean, did not share his feelings.

I didn't want him ruining what he had to go after someone else. But, I didn't smell l.u.s.t or love from him. No, I felt anger and a sense of purpose. He was determined. But I needed to be sure.

"Why are you doing this Scott?" I asked.

The boy's eyes widened in surprise, "h-how...are you a telepath as well?"

"Something I picked up. Now, answer me."

"I told you...Jean is my friend and if I can help you bring her home then that's what I'll do. I don't exactly understand what's going on but...I'll help anyway I can."

"And Rouge? Does she understand?"

"Yes...she does."

I nodded, "then welcome aboard," I turned to Wolverine, "you sure you cant to do this old man? You can barely stand flying..."

Logan grinned, he didn't wear his suit, just a leather jacket with a white shirt and a pair of jeans, "I'm sure. Besides...I spent nearly a century on this dirt ball seeing what's out there...it might be an interesting change of pace."

I shrugged, "fine. But I swear to god if you clog the toilet I'm going to throw out of the airlock."

"Like to see you try bub," Logan snorted as he walked past me into the ship, "where's my room?"

"S.e.xy?" I called out.

"This way Mr. Howl," the AI replied. Logan grunted at the use of his real name, but went in.

I shuddered, "space is not ready for the Wolverine."

"I'll say," Evans replied with a chuckle. Charles bid everyone farewell and had the rest of them leave, Kathy and the rest wished us luck before going downstairs, Orro helping Charles through the door.

"We'll head on inside as well," Wanda replied as she, Tandy, Scott and Rouge went into the ship.

I turned to the Fantastic Four, minus Reed. I noted his absence and sighed, "is Reed still..."

"He's still out of it," Ben admitted with a rough voice, "we check to make sure he's fine everyday but..."

"Then maybe it's best if you three didn't come," I replied, "Reed needs his family."

"And you need our help," Sue snapped back with a fierce glare that startled even me, "don't think for one second you can do this without us Peter. We're coming with you and that's final."

"O-Okay," I gulped in reply, Felicia chukling under her breath.

"Besides, only Sue and I are coming," Johnny replied with a smile, "Ben's staying here."

The rock man nodded, "yeah. Keep everything working smoothly until you all come back."

I sighed, "well, at least Reed will have one friendly face," and hopefully won't think I'm stealing the rest of his family in the process… wait, "but, Johnny, what about..." I turned it Liz.

"Oh please," Liz snorted, "that's old news."

"What?"

"They broke up," Felicia leaned in and whispered. I blinked, finally picking up on the hateful glares Liz sent Johnny who kept whistling and acting like he couldn't see it.

I sighed and mentally connected with Felicia, "did he cheat on her?"

"Something like that….."

"Alright fine, why don't you three go inside, check the ship out. I'm sure you're dying to see what changes I've made."

"Right-o! Hurry up!" Johnny cried out as he practically ran into the ship, a sighing Sue and chukling Ben following behind.

"Holy shit! This ship is huge!" Johnny cried out in shock. I sighed and turned to my group of friends who had been waiting patiently for a while now. I smiled, they smiled back.

"I don't like the beard," Gwen spoke first.

I blinked, "huh...not what I thought you would start out with..."

"Oh come on Gwen, I think it's nice," Harry shrugged, "suits you."

"Thanks, trying something new," I said as I ran my fingers through the stubble, turning to Felicia, "you like?"

"You know I have daddy issues," Felicia said as everyone chuckled.

"So...space huh?" MJ spoke, the red haired actress had her freckles come out, she smiled, "did you seriously build that space ship?"

I shrugged, "repurposed it actually….how are all of you?"

"And he finally asks!" Liz cried, throwing her hands up in dismay, "you seriously couldn't call? Or text? Not once?!"

"Well...I was kind of busy?"

"Busy like gearing up your new protegee?!" Liz cried out, pointing at Gwen who gave a nervous laughter in response, "that's right buddy! Gwen told us all about your little stunt!"

"Well in my defence-"

"-And another thing!" Liz reached up and hit up the head, "did you seriously blow up SHIELD?! Do you realise what that did to my social life?! I'm a pariah Peter! A pariah!"

"Well...they were terrorists planning on enslaving the free world so I didn't have a choice."

"Oh really? Since when has it been your job to save everyone? Couldn't you have dropped Captain America a text saying, 'hey, what's up cap? By the Way, SHIELD is HYDRA. Okay, bye!'"

"Well, for one, Cap can't use a phone...I don't think. And two...I had no choice. With great power-"

"-You finish that god damn sentence and I'm going to rip your head off," Liz growled, "every day since you left Harry's been going on and on about power and responsibility. And now he's got Gwen saying it too."

I smiled, turning to Harry and Gwen who were blushing and looking away from each other. "Oh, so Glider and Spider-woman are teaming up huh?"

"Oh yes, they have plenty of superhero planning sessions," MJ teased, "but the poor dears always come back with such horrible beats. Why just yesterday Harry had small black and blue bite marks all along his neck."

"Alright, that's it! Move aside!" Harry cried out, red in the face from embarrassment. He sighed as he tired to look serious, "so...how have you been?"

I however had no plans on changing the subject, "hey Kitten, remember that time I was testing Gwen out?"

"Yeah, I do," Felicia grinned back, catching on quickly, "you told me Harry hated the idea of having her around. How the times have changed huh Glider boy?"

"I hate you, bot of you," Harry sighed.

We caught up, spending nearly half an hour just...talking. I found out so much about their lives. Their normal, not saving the world every month, lives.

Harry and Gwen were dating now, had been for a while. I did my best not to think of how ironic that was, consider in one world Gwen dies by Harry's hands and another she dies by his. But apparently they seem to make a good team.

They teamed up several times and after some time Gwen and Harry trusted each other to reveal their identities to each other and the girl quickly became introduced to MJ, Liz and Flash, the latter of whom didn't come because he was currently a football training camp. Apparently he a serious shot of getting a sports scholarship.

MJ had started her own band, apparently her ex had left a lasting impression on her. She had Gwen take up the drums and Liz the guitar. She was the lead of course and they called themselves, wait for it, 'The Mary-Janes'.

Classy.

Liz and Johnny broke up, and judging by the month of anger that rolled out of her she was still pissed off about it. But it did lead to her and Flash getting back together, and now that the boy went through a cathartic change of sorts, he was a much better person than before.

All in all, everyone was fine. Everyone was happy and safe. And I knew then that keeping them away from my own crazy life was the best choice I made. They deserved a chance to be happy...to be normal.

They wish us luck and soon left, promising to tell SHIELD to shove it if they ever found out that we met.

"Ready to go?" I asked Felicia.

"..." Felicia looked out at the city skyline, looking for something.

"Kitten?"

"Sorry...I thought she would come by now."

"Who?"

"Someone else I called...guess she wasn't interested after all..." I was about to ask her who she meant when I felt a suddenly stir in my body. A feeling of attraction I recognized instantly.

"Jessica?" I turned, and sure enough, standing at the edge of the roof top was Jessica Drew, dressed in a red jacket and black pants, smirking like a cat.

"So you came after all," Felicia turned and walked over.

"Yeah...space seemed nice," Jessica replied before ignoring Kitten and walking over to me. I knew she could feel the same amount of attraction to me that I felt for her. The chemicals inside us demanded it, though unlike before, we both showed much more physical restraint.

"How have you been?" I asked, remembering the night we shared, where she pushed away my loneliness for just some time.

"Good...actually, no," she sighed, "after you exposed SHIELD I quit. Jobless ever since."

"Oh...I-ah...I guess working for the good guy didn't turn out perfectly huh?"

"Yup...but it's alright," Jessica smiled as she curled a strand of hair behind her head, "I got you, and from what I can tell you won't stir me wrong."

"Kitten...this may not be a good idea," I turned ot Felicia, "Jessica and I...the pheromones."

"You saying you going to f.u.c.k?" Felicia asked raising an eyebrow.

"Maybe," Jessica replied, turning to Felicia, "two of us, in a tightly sealed ship, in space. It's not a possibility, it's an eventuality."

Felicia raised an eyebrow, "then do me a favour," she said as she walked past Jessica and me towards the ship, flipping her hair back, "call me."

We watched her enter the ship, pausing for a second, "woah...this ship is f.u.c.k.i.n.g huge..."

Jessica chukled, "that's some girlfriend you have there. Most won't be okay with the idea of sharing their boyfriend."

"Well...after Jean and everything we...I think it's just something we're used to," I replied, rubbing my neck nervously, looking at the woman who oozed off s.e.x.u.a.l attraction.

"Polyamorous?" Jessica asked.

"I...think?"

"You know you should just really call it what it is," Jessica smiled as she leaned in and planted a kiss on my lips, whispering into my ear, "a harem."

"Oh for the love of...please don't," I sighed, rubbing my eyes, "but then again that is what it feels like….so are you sure about this?"

Jessica shrugged, "hey, it's space, could be fun. Besides, it's not I have anything interesting to do here."

I snorted, "well then welcome aboard, Spider-woman," I extended my hand, Jessica eyes it before shaking. We walked into the ship and the moment we did Jessica stopped and looked around, amazed at the interior. I chuckled, "yeah, it's bigger on the inside."

"Somebody likes Doctor Who," she muttered, "where do I drop my stuff?"

"Through there," I pointed at the elevator doors, "god down one level and you'll reach the private quarters."

"Right, see you later, by the way, love the beard," she winked, walking away with a sway in her h.i.p.s that I knew had to be on purpose.

"Kid," I turned, Ben walked over, "this is...an amazing ship you got here."

I smiled, "thanks Ben...how's things? With Kamar-Taj?"

"Oh, I left that place," Ben said with a shrug.

"What? Why?"

Ben smirked, "well," he held out his hands and closed his thumb and index finger, creating two orange circles around his wrists. Slowly, the rocks around his body began to recede, transforming slowly into human skin before they vanished altogether, leaving a very much normal looking Ben Grimm wearing clothes at least three sizes too big.

"B-Ben?" I asked, startled.

"Damn right kid," the former Rock man smirked, "figured it out a few months ago, came back to look after Reed as soon as I did."

"T-this is wonderful!" I cried out, giving the man a tight one arm hug, looking him over with Web vision, "I see, so the spell converts the rock into a second layer of skin, do you have to keep your focus at all time to make it work?"

Ben looked surprised for a second before he sighed, "damn kid, that's quick. Yeah, you're right. It's difficult, it really is, but I can manage it well enough. Although," the orange bands vanished and Ben transformed back, "it takes practise to make perfect."

"You'll get it one day, I know it," I patted the man.

Ben nodded, "yeah...kid...bring them home safe. All of them."

I narrowed my eyes, nodding, "I will Ben, I don't intend to lose any more friends...not now, not ever."

"Good...then I'll get out of your hair," he gave me a hug before climbing off. As the ship rose back into the air I looked out the window to see Ben waving us goodbye. I sighed, I made him a difficult promise...but I fully intend to keep it.

"Peter?" Felicia called me. She stood behind me with a red box in her hands and a mischievous smile on her face, "you didn't think I would forget did you?"

I blinked, "what...is this a birthday present?" I chuckled, taking the gift, "you realize you didn't have to give me anything right?"

"Oh sure, after you gave me a new bulletproof suit that was virtually indestructible, I don't have any pressure at all to try and measure up, right."

I rolled my eyes as I opened the box, finding a familiar black and red jacket inside, though with a few changes made to it. I picked it up and held it in the light. Stitched under the collar was the logo of the Baxter building, on the sides of both the arms were the Avengers 'A' logo, my own black spider, the sigils of the New York and London Sanctum and on the back were two tiny emblems, a black cat under the collar and a red phoenix underneath that.

"You got me a Michael Jackson Thriller jacket?" I asked in surprise, "how did you know I loved this thing?!"

"Guess," Felicia shrugged with a grin, "now come on, try it on!"

"Alright, alright," I shook my head in amus.e.m.e.nt as I slipped the jacket on, marveling at the way it felt against my body. I turned to the ship's window and marvel at the way the red and black of the jacket complimented my black suit underneath.

"It's brilliant Kitten," I turned to her, wrapping an arm around her and pulling her close, "thank you."

"Your welcome," she purred as she wrapped her arms around me, holding tight, "we're getting her back Peter...and this time I won't hold you back."

"You never do..."

"But you know, there is something you should know," Felicia pulled away, flashing me a c.o.c.ky grin.

I raised an eyebrow, "and that is..."

"I didn't get you a Thriller jacket...I got you the Thriller jacket," Felicia said, skipping away to the elevator as she did.

"Oh...wait...didi you," I looked down, pulling the jacket open and looking at the inside to see a label that read 'Original Thriller '82, as worn by Michael J. Jackson'. "Felicia...did you steal Michael Jackson's jacket?!"

"Yup! Happy birthday Tiger!"

"I-I-" I couldn't think, I couldn't believe it, I looked at the patches she had stitched onto the jacket's arms and back and gaped. As a fan of music this jacket was akin to the holy bible...and she stole it...for me.

I should be mad, I should yell at her. But instead I felt loved. She stole Michael Jackson's jacket...for me….oh my God I love her so much.

But of course if I said that it would just be encouraging bad behaviour. "Felicia Hardy! What did I tell you about stealing people's stuff?!"

"What's that? I couldn't hear you through the vibranium you stole from Klaw."

"T-that was special circ.u.mstances!"

"Peter!"

"What?!"

She grinned, "I love you too."

I sighed, I really couldn't stay mad at her. And..I had to admit, this jacket was pretty sick. Hehe, damn this thing is awesome!