SOME STUFF IS DIFFERENT IF YOU WANT TO KNOW IT IS AT THE END OF THE CHAPTER OR YOU COULD JUST READ

She couldn't think of anywhere to go. She didn't want the others to know. She didn't want to tell the girls either. Wanda had enough on her plate at the moment, what with having to face her dad. She had seen the way Betty treated Bruce, if that was the way she treated someone with problems, Betty wasn't the one to talk to. She couldn't think of anyone outside of the Ultimates to trust. She had no one else who owed her favors...or did she?

That was how she came to be knocking on the basement door of a small house in Queens. She looked around, praying that no one saw her naked form. Having shrunk in clothes that didn't shrink with her, she was buck ass nude. The door opened to show a young man's face. He looked at her and blushed. It took a moment for him to recognize her

" What is it you need, Dr. Van Dyne" The man asks looking away

"Um..this might sound kind of odd, but can I come in" She asked trying to cover most of her private parts, although by now she was more than comfortable with people looking at her

He nods "Yea sure sure" He moves out the way and grabs a shirt and shorts that seem to have just come out of the dryer and he hands them to her

"Thanks kid" She says with a grateful smile

"It's no problem Dr. Van Dyne, but can I ask why my favorite Ultimate is in my basement buck naked" The boy ask sheepishly

"I got in a fight with Hank, my husband. I really think this is it this time. I just needed to get away from there for awhile" She looked around, this looked like the lab they left back in Pittsburgh not too long ago

"Well I owe ya, so you're welcome to stay on my account, but you'll have to shrink when your alone, in case my Aunt May comes in" He then notices a bruise on her cheek and the multiple ant bites. He walks over to a closet and pulls out a first-aiid kit and walks back over to her. He gestures for her to sit and she does. He opens the kit and starts cleaning the bruise and bites "Did he...your husband...did he hit you" He ask seriously

Janet blushed slightly in embarrassment "Yea"

He lowly growls at that causing her to finch "Sorry, when I got my powers, I geuss, you could say I'm part spider"

"Yeah well you ain't got to worry about it I got a couple good ones in to. You have to understand when super couples fight, no one is left unscathed" She answers and everything is quite for a second as he takes care of her wounds

"Why do you stay with him then, especially if you don't love him" Peter ask suddenly

She looks at him surprised, he was extremely perceptive "When we first got married, we liked each other enough. Then I revealed a secret to him and he has held that over my head for awhile. He kept me around for refrence"

"Was it that you're a mutant" he asked as he finished and put the stuff up

Another shock rocked her "How did you know"

"I read your husband's formulas and they made perfect sense for your shrinking, but zero sense for the wings or stingers. So either the idiot figured out how to reverse engineer the shrinking from your powers and they're all yours, or by miracle he discovered shrinking and you got wings and sting. But like I said he's to stupid to, I figured out a bunch of his formulas in a couple hours compared to the days" Peter answers "And don't worry I don't think you're any less beautiful"

"Look at that" She smiles as she reaches up and ruffles his hair "You're smart, that's cute" She then walks through the lab

"You said that last time" He said following as she looks through his lab

"You got some interesting stuff here kid" She says looking at the different equations he had scribbled on several blackboards "You know this is way more advanced than any kid your age is supposed to be"

"Yeah" He answers rubbing the back of his neck. His face lights up and he flips a board over to reveal one of his longer equations. The one that made him what he was today "This baby is my pride and joy" He smiles "My dad got the beginning down and I finished it the day before I became Spider-Man, about 2 years ago. My web-fluid"

She looked at the formulas and equations., then back at Peter "You can understand this stuff kid" He nods his head like anyone should be able to. She marveled at him, impressed "Keep this up and we may put you on the Ultimates"

"According to big Nicky I don't have a choice" He answers sarcastically

"You know he's only trying to look out for the greater good" This didn't do anything to improve his standing with Fury

"Ahh Nicky is still a bitch" Peter answers causing her to laugh. He then looks at the clock to see it's almost midnight "I gotta go up, like I said, if you shrink and hide you're welcome to stay as long as you want. I'll bring you some food in the morning. You know, so you don't have to eat bugs" She raises an eyebrow at this "I'm part spider remember I get the feeling to eat an insect when I see them" He walks over to the clothes and rips the sleeves off of it and puts one under the computer monitor and rolls the other up as a pillow "There you go you need me to tuck you in" He jokes as she shrinks and gets into the little bed he made her

"Not tonight maybe another time" She replies with a chuckle

"Good night Jan" Peter says as he starts upstairs

"G'night Peter" She replies

As he walked up to his room he thought of the women in his basement. As he walks into his room he thinks about how Hank, her husband and a man, hit her. He clenched his hands into fist and growls a low, deso growl

--The next morning--

Peter bounded down the stairs as he usually does. He had finally gotten his system to run on three hours of sleep. Luckily things had been pretty light after a broken up drug deal near the school. It was midnight when he had said good night to Janet, after that he had wentto his room and watched Family Guy until he heard Gwen's snoring. He went out and patrolled for an hour

The smell of Aunt Amy's famous eggs met him on his way down. Gwen was already devouring hers, she had "forgotten" to eat lunch and dinner yesterday. Peter was worried about her, he knew that the lack of eating Gwen did wasn't a memory problem, she was still hurt from her father dying a month ago. Unfortunately by the time he had gotten the courage to talk to her, she was either gone or eating like an animal.

"Aunt May I'm going to bring down two plates so I can eat and do some of my experiments" Peter says as he grabs two plates and fills them with 3 eggs, 6 pieces of bacon, 2 pieces of toast, and a spoonful of grits

"Okay honey make sure to bring the plates back up so that there won't be any bugs" She replies as starts walking towards the basement door

"Bit late for that" He quips then backtracks "You know because it's underground, there's going to be ants, wasp, and spiders" He says with a nervous chuckle and hurries up just a tad bit

He goes to open the door when he notices his hands are kinda full. He touches his foot to it and opens it and walks in. He closes and locks it the same way. He goes down the stairs and calls out "Doc Van Dyne"

"Call me Jan please Pete" She says as she re-enlarges in front of him, naked. He blushes and spins around quickly causing Janet to chuckle. She begins to put the things she had before on "Sorry kid" She says as he turns around with the blush still "Bat are you actually never seen a naked women before"

"Silly me" Was Peter's sarcastic reply "I was raised to be a gentleman" He then sighs "And no I'm still a virgin, I want my first time to be special"

"Well stop it" She replies "It's creepy to find one of those in this city" She then smiles "I expected you to have lost it awhile ago, doesn't all normal teens do these days"

"Yea well I'm not normal" He replies as he pushes out a plate for her to take "I brought you some eggs and stuff" He smiles as she takes it. He sits in his rolling chair and starts to eat

She takes a couple bites and sighs in content "Damn kid these are good"

He laughs "That's what everyone says" He finishes his eggs and continues "So what are you planning on doing today"

"Actually I was hoping you would come with me and we could swing by my apartment so I couldget the essentials. You know, clothes, tooth brush, comm to the Ultimates, pass card to the base, my credit cards, Hanks credit cards. The main stuff" She says smiling

Peter laughs as he realizes what she said "When you say swing by..."

She gives him a puppy dog look

--Two hours later--

"WAHHOOOO" Jan screams from her perch on Peter's backpack. She had her shoulders and head through the zipper holding on. Meanwhile Peter was having an amazing time showing off. As he landed on the side of her building she says "I haven't had this much fun since I began flying" She looks down over the backpack as he starts climbing the building "This is what I don't understand. According to physics you shouldn't be able to do this"

He looks for her window as he climbs "You're friends with a Norse God, married to a man that can grow over 60 feet tall, a man who looks the same he did during WWII, a billionaire with a suit of iron, and you're picking this as not physically possible" He chuckles

"Point taken" She replies as they crawl through her window. She flies off "I'm headed to the bedroom, be right back"

Peter looks around the apartment. There was a small station that was obviously for work. The small office looked like a war zone. He saw a piece of broken electronic equipment with blood on it, he also saw about 30 dead ants, and blood on the desk. He really didn't like the looks of the place. He knelt down to looke at the blood

"It's Hanks" She says from behind him. She was dressed in her one-peice uniform "I hit him with it right after my right hook. But to be fair he slapped me first and punched me afterwards"

That was not how Peter thought married couples lived. He struggled to take his eyes off of her as she went around the room gathering things. She was five years older than he was and about 7 inches shorter, yet she could fight against the hulk and giant-man. Aside from the office the apartment was nice. It definitely suited her

"You wanna go get some coffee" She ask as she walks towards him

Sudden rush of cofidence "Maybe next month when I'm eighteen" He then covers his mouth as his eyes go wide and he blushes "Sorry, innapropiate"

She laughs "I meant Starbucks" She then winks at him "Why wait"

He coughs "Give me a sec to change"

"Nah lets give the media a field day" She replies with a smile

He looks at her with his eyebrows raised "Are you serious"

"Sure why not"

He smirks "You gotta order a extra large while small"

"Ooh, sounds like a challenge. Challenge accepted" They walked out of the building. It was Peter's first time just walking around in costume. The stares he got were unnerving, as if he had his underwear showing or something

After a couple minutes he got a little more comfortable and started doing flips, cartwheels, running and flipping off walls, and somersaults.

They walked two blocks to a Starbucks. Jan shrank just outside of the door and they walked, or flew, to the counter. The young barista was shocked when she saw Spider-Man stroll up to the counter and order, but when she heard a mini customer she almost fainted. The mini customer ordered a extra-large vanilla bean cappuccino with milk. Spider-Man ordered a extra-large vanilla creme steamer. Jan then asked Peter to get her card, but they both knew it was Hank's. She told Peter to not look as she jumped from key to key to put in the pin. Peter grabbed the drinks and they went to the outside tables.

Once at the tables they both laughed their asses off until their sides hurt. People were still stunned silent inside.Peter decided to ask what has been on his mind all day "So are you coming back to my place or you getting a motel"

"I figured I put you out enough, although I will ,miss your aunts eggs" She replies smiling

"I'll try and save some for you" He chuckled. It was strange being this comfortable with someone. He was only comfortable with five people: May, Kitty, Mj Gwen, and Harry. It was a major step up to be this comfortable, especially with a beautiful women "Why don't you come back tonight and we can run through a couple more formulas. Maybe with a real scientists I can finish another'

"Don't you have homework or something" She asked curiously. To be honest, the kid was almost at her level if he could understand that web formula

He was about to answer when someone tapped them on the shoulder "Excuse me, but aren't you two superheroes"

Peter was about to address the man as his freind from work, Ben Urich. Luckily Jan thought faster "Yea, why do you need a new way to trash my colleague"

Ben put his hands up in defense "Hey I'm a Spidey-fan. It's Jameson that hates the poor guy"

"Uh, yeah I've notice" Peter wasn't sure to do

"So you two know each-other" Ben ask

"We met at an anonymous superhero meeting" Peter deadpans. Ben looks at him in confusion "Kidding. She patched me up once, and she needed a favor" He drinks the rest of his drink and pulls his mask down

"So do the Ultimates take an interest in all super-humans or just those in New York City"

"Sheild looks into all super-human activities, especially the non-mutants like Spidey. We just like to know what we might or might not have to deal with. Plus Spider-Man helped with a couple of takedowns, so we all owe him a favor" Janet replies

"I assume" Ben looks at his notepad "You're taking about Dock Ock and Green Goblin"

"Sorry cowboy" Peter says taking this one "No comment is all you gone get from here on out"

"Let's get going Spidey, before more pencile necks show up" Jan says with a sweet look at Ben

"Alright, see ya Urich. BTWs say hi to Parker for me" Peter says with a hidden smile

"Parker" Ben questions

"Yeah, tell him the next time he takes my picture to use a better camera or get a real photographerwith some real talent" He tossed the trash into the can and was crouching for a jump when Ben stopped him

"Can I get a picture" Ben ask hopefullly

Peter and Jan look at each other and Jan shrugs "Why not" Spider-Man shrugged his shoulders and they got next to each other. Peter put his arm around her shoulders and pulled her into a side hug that Jan returned it just as eagerly. She smiled and put up a peace sign and Peter faked firing his web.

As soon as it was taken, Peter scooped her up and jumped into the air. She squealed as they dissapeared into the concrete valleys. If Ben had thought it was important, he would have noted the direction they were heading was Queens. But, he figured the were just headed to save someone. Ben sprinted back to the Bugle. Thirty-minutes later he burst into JJ's office. Right as he started to yell Ben turns the camera around.

For the first time in JJ's life, his cigar dropped from his mouth, in awe of the shot "Front-Front page"

After awhile of swinging Janet decided to get hotel while Peter did his patrol. Then when he's done he would come pick her up on her balcony.They went back to Peter's house and started working on formulas

-Peter - 17 - 5'10, small but muscular, brown hair, hazel eyes, slightly tanJanet - 22 - 5'3, gymnast build, black hair, purple eyes, tanHank - 25 - 6'0, athletic build, blonde hair, blue eyes, light tanFury - 38 - 6'2, muscular, brown, bald, dark/black skinMay - 40 - 5'5, skinny (IDK what to put), brown with some gray hair, blue eyesGwen - 16 - 5'6, athletic, blonde hair, hazel eyes,Mj - 16 - 5'6, runner build, red hair, green eyes,Pietro - 18 - 6'0, muscular, white hair, blue eyes, light tanWanda - 18 - 5'9, gymnast, brown hair, brown eyes, light tanTony - 29 - 6'1, athletic, black hair, blue eyes, slight tanSteve - 29 - 6'3, muscular, blonde hair, blue eyes, slightly tanThor - Old - 6'5, muscular, blonde hair, blue eyes, slightly tan