A/N: After reading wikipedia and finding out there there was some sort of Shadowcat and Spiderman relationship in one of the comic book series, I figured I would try my hand at one of those stories. It's gonna be a crossover between Peter Parker of "The Spectacular Spiderman", and the version of Kitty Pryde from "Wolverine and the X-Men". This is also gonna be my first attempt at writing a story in chapter form (hopefully I'll stay interested in this story enough to keep writing), so bare with me please! Reviews are always appreciated and the amount I recieve will probably determine if I continue writing this story or not...

Spectacular Shadowcat

In one of the Midtown Magnet High School classrooms, Peter Parker sits front row center, his body twitching with excitement. Today is the day he has waited for for so long: today Professor Charles Xavier—renowned geneticist and headmaster of the Xavier Institute for Gifted Youngsters in upstate New York—is lecturing about the X-Gene. With his interests in biology and chemistry, Peter simply figured that attending this lecture would help broaden his scientific horizons.

In the back of his mind, Peter wondered about the X-Gene; it was rumored to be the cause of all sorts of mutations, most of which are unclear, though other rumors say that the X-Gene created extraordinary abilities within certain individuals, though none of these rumors had ever been confirmed. Peter thought of his own mutation—and the secret identity it gave him—and silently hoped that this lecture would give him some answers he needed.

"Hey Peter," Gwen Stacey greets, sitting in the desk beside him, pulling out a notebook. "You excited?" she asks, staring at Peter's twitching leg. Peter smiles and nods. "This is really the chance of a lifetime. I read that Charles Xavier never does public appearances 'cuz some think his research is controversial."

"I just can't believe that our biology teacher is giving us the day off to attend this," Gwen says in disbelief. "I feel sort of, you know, honored. But we're both good students, so missing one day of class won't be the end of the world." The door swings open, allowing Flash Thompson, Rand Robertson, Sally Avril and other random students to enter the room. "I wonder how they got out of class," Gwen whispers.

"Maybe they're all exceptionally gifted students as well," Peter responds sarcastically.


"What's wrong with the way I'm dressed?" Emma Frost asks her petit companion dryly. Kitty Pryde tosses her hair over her shoulder as the two walk through the halls of Midtown Magnet High School, holding a map of the school in front of her. "Oh nothing," she says, dismissing her tall blonde companion. If you're a stripper, the brunette adds silently. "I'm not a stripper," the blonde says harshly. "And I'm dressed like you, so if there's something wrong with my outfit than there is clearly something wrong with yours," she rationalizes. Kitty sighs—the downside to working with a telepath is that none of your thoughts are private anymore.

Kitty stops in the hallway, examines her clothing; low-rise jeans, pink tube top that was only so long it covers her ribs, a cropped denim jacket with the sleeves rolled up to her elbows, and black sneakers. She glances at her tall blonde companion. Clad in tight white low-rise pants, a cleavage-enhancing white boustier (also barely covering her ribs), topped off with a white suit jacket and white stiletto boots, Emma Frost definitely earned herself the nickname "The White Queen".

"There's nothing wrong with my outfit, Emma, because I am dressed like most other seventeen year old girls," Kitty explains. "The outfit doesn't work for you because you're…what? 40?" She giggles, walking up a flight of stairs. Emma Frost stairs at Kitty's head as though trying to burn a hold through her skull, knowing that such an attempt would be useless; Kitty would just phase through in times of a scrimmage.

Kitty mentally pats herself on the back for accomplishing her goal of pissing Emma off. Due to the Spiderman sightings here in Midtown, as well as Kitty's thinking that he may be a mutant, she as Professor Xavier had planned to investigate local high school students, hoping to find who the man under the mask is, and try to recruit him to their Institute. Kitty had been looking forward to this assignment ever since Professor X agreed to take it on—being the youngest of the X-Men, Kitty felt as though she needed an opportunity to prove herself like all the others, and this was her moment. However, Professor Xavier and his coma forced Kitty to be partnered with Emma, rather than working alone or canceling the mission all together. While agreeing to work with Emma to save face, Kitty decided at that moment she would make the White Queen miserable.

Emma passes Kitty while they walk down the hallway at the top of the staircase. She had been reading Kitty's mind for entertainment as they walked up the stairs, discovered that Kitty would rather piss her off at every turn than work maturely alongside her. And, in truth, Emma would rather have worked on this project by herself, because she could find all information necessary by reading the minds of the students. What good was Kitty Pryde to this effort? All she can do is move through solid matter, and that in itself is pretty much useless. At the same time, Emma couldn't really blame Kitty for feeling the way she did. This was supposed to be Kitty's time to prove herself, and she was supposed to be working alongside her mentor Charles Xavier.

"I found the room," Emma announces to her companion. "Ready?" she asks, trying to be friendly.

"Since the day I came up with this plan," Kitty hisses, twisting the door handle and stomping into the room.