Disclaimer: I don't own Ultimate Spider-Man, Marvel does. I watched episode ten yesterday and I wanted to expand on the episode. So enjoy.

Thoughts

Dialogue and description

Freaky

Chapter one

Peter Parker P.O.V.

So here I am, just chilling on the roof of the Barry and Sons Lawyer firm. I've paroled the city for the last two hours and I got nothing. I mean not even a simple robbery for crying out loud. I'm starting to think I should have stayed home and watched Star Trek or something. Or hung out with my best pals M.J. and Harry. I think the most exciting thing was that prissy rich girl dropping her bran new iPhone down the vent to the sewer. Now that was seriously funny. Maybe I should just go back home and warm up the peanut Thai noodles, Aunt May left for me.

I stand up getting ready to shoot a web when I hear someone scream. I shoot a new web in the direction of the scream. I guess the saying is true, be careful of what you wish for. When I get there it's pretty chaotic. People screaming, crying and basically doing what chaotic people do. Well I guess its show time, I drop from my hold on the building, flip and land in the middle of the street and the screaming people.

"Whoa, what's going on around here? Why all the crazy, people?" I ask mostly to myself.

"Ah, what a lovely day." The dude who just said this is green, like puke green skin. That is so not normal. His costume is well...stupid looking it's got some weird neck thing going on.

"Single file, Single file, every one," the Green Dude talks in a high pitched voice. I have to keep from snickering. "I want those boxes on the truck now. It's almost too easy. This city was already on the edge-all it took was a little push."

I narrow my eyes. This moron did not just diss my city. It's time to put this loser behind bars.

"Oohhhh, a real live hero. I would very much like to see you all tear this do-gooder apart." Great, smarmy green dude noticed me. His eyes have swirls in them, and the next thing I know everyone is rushing at me. Greeny is definitely using something to control them.

"Hey come on guys, get off of me. I just washed the costume!" I struggle to get away from the people with out having to hurt them. I start crawling to the bus, trying to shake them off. I hear Green dude laughing while he watched.

Great maybe I stead of being a hero I can become a comedian. I kick out hoping to get rid of my unwanted passengers. Yes success, they fall to the ground. A flash of yellow spandex falls into my vision, I double take.

"Wolverine! What are you doing here?" Wolverine is cool and all but to be true full the dude scares me, just a little.

"Grrrrrrhhhhhaaaaaahhhhhhhh,"

What the hell the guy growled at me, growled like those really mean security dogs. I seriously hope I don't have to fight him. Wolverine is practically immortal with his metal skeleton and his six really, really sharp, pointy claws. Means bye, bye, Spider-Man.

"Grrrrrrhhaaaaaaahhhhhhhhhhh what did you do to these people?" He growls yet again and points with his sharp claws. What! Really crazy badger man is blaming me? Hello everyone, I would just like to point out I have spider powers, not mind control powers. And why am I always the bad guy, doesn't he read the papers. Oh wait, maybe he does. Point to J. Jonah Jameson, sometimes I really hate that guy. Now sir-smells-a lot is growling in my face. Wolverine needs some lessons in personal space and a breath mint. Because his breath is really rank. Wolverine is backing me to the edge of the bus, and I gotta say I'm beginning to freak out a little bit.

"Kid, you've got to the count of three to hit the off button on whatever it is on what you did to these people." He grabs me as he puts a no claw fist in my face.

I try to reason with him. "What? I didn't do this, I can't do this. My name is Spider-Man duh,"

"Count of three Bub." I guess it didn't work.

"Uh, hello if I had the power to do this, don't you think I'd use it on you. 'Cause you seriously need a shower. We're both the good guys, I'm not going to fight you. You ferret,"

I didn't get to finish as the crowd below was rocking the bus. I manage to jump up on a street light to escape. Wolverine snarls at the crowd as they attack him, someone even managed to throw a dumpster on top of him. Great idea let's make him smell worse then he already is. Dog man cut threw it like it was cardboard and came out looking even more pissed than he already was.

"Whose first? come on grrahhhh!" Wolverine roared as he approached the people who wisely back away.

"Hey stop, these are just people. Somethings wrong with them. Put the claws away. Maybe they've been drugged." I tug on his shoulder and gesture to the crowd.

"Nah, I could smell it then," Claws have been put away. Smell it? Never mind I really don't want to know. We're both back to back.

"So, you have mutant heightened senses?" I ask curious, I bet that comes in handy.

"Ahh yep," A man of few words.

"And you really don't mind how bad you smell. Stand back I'm gonna web them to..." I prepare to shoot my webs.

"That won't work," he rasps.

"Don't hurt anyone," I yell to him.

"Hehh, now why would I do that?" he slashes at a fire hydrant. Do I even want to know the answer? His foot is on the stream of rushing hard water directing it to hit the crowd. Okay I'll admit it that was pretty awesome, at least until he pointed it at me.

"What the heck! It was Spider-Man!" the crowd crows. I'm really beginning to wonder about these people. I mean did they not just see Wolverine laughing while he's spraying people.

"Haaaaaaaaaahhaaaaa!" I guess not.

"Its just like they say on the T.V. Spider-Man is a menace," a fat man points at me. Wow, thanks a lot, Mr. Jameson, you big loud mouth. Thanks a lot.

"Jameson was right about you." someone from the mob shouts. "I'm going to sue you." Shouts another. Good luck with that lady. I'm only trying to you know, save your life! Wow people, that's gratitude for you.

Wolverine starts sniffing and looks at the Green dude. I can't believe he didn't notice until now.

"Mesmero," Wolverine growls.

"Wolverine." Mesmero's voice is even higher pitched than it was before. "Minions, destroy that mutant!" Wolverine running and screams at Mesmero. Twenty minions tackle Wolverine the ground.

Mesmero is runs away laughing, well can't have that now can we. I hit him with a web, and he tumbles to the ground. I hop onto the van and look down at him.

"Hey! You aren't leaving yet are you? I haven't even brought out the birthday cake."

Mesmero crawls away to the door of the van and opens it. But unfortunately for him, he doesn't see Wolverine coming. Wolvey kicks the door and slices it off the van.

"You have until the count of three, Mesmero, give their minds back." Wolverine slams him against the van hard.

"Who is this guy?" I ask hoping for some answers.

"This Worm uses his mutant powers for crime. Let go of their minds, Bub." Wolverine slams Mesmero again.

"One," A claw goes up. "Two," Second claw goes up. "If you've done the math, you know Three is gonna hurt."

"Okay, I give, I'll free them." Mesmero's eyes swirl.

The people seem to be okay if not a little confused. The sound of S.H.I.E.L.D. air craft fills the air. Director Nick Furry steps out. Furry is one tough guy not to mention a super spy. Plus he's kinda my boss, sort of. Agents cuff Mesmero and drag him away.

"Well, look at you. You did surprisingly well today, Kid. Caught Mesmero, minimum property damage, all in all, good job." Nick nods with approval. You know it's kinda nice to hear a 'good job' every once in a while, instead of 'You're a menace Spider-Man' as Jameson yells on the morning news. Doesn't that guy have actual news to report?

"Awe shucks, Nicky, you're making me blush," I tease.

"Logan, you staying out of trouble?" Nick asks The Wolverine.

"I'm trying to." Logan grunts as he chugs a beer. "Till whatever this is, happened." he points at me.

"You were going to kill him." I scold him.

"Sometimes you have to go down to their level kid." He burps.

"Down to their level? Unbelievable! I just can't...I can't...It just doesn't..." I mumble incredulous to myself.

"Hey, I don't believe it. You've got him speechless. Congrats, Logan. Do you know how long I've waited for someone to do that?" Nick laughs.

"Do have something to say to me, you punk?" Logan snarls at me.

"Only that you're the most disgusting person I've ever met. Seriously have you ever heard of a shower? Dude cause you reek!" I plug my nose for effect.

"Greenhorn," he scoffs and throws his beer can at the trash and walked away.

"He was gonna kill people, Nick with his smell," I glare after him. "I hope I never see that guy, again."

"Graaaaaaahhhhhhhhhhh!"then he belches. He's back and in my face I fall over to get away from the smell Mountain man produces.

"And I hope you enjoy your stay in our fair city." I say as I back away.

"Little Troll." He muttered and turned to go.

"Oh I'm the Troll, you know what." I shot a web at the back of his head. Wolverine turns around looking super pissed with his claws out.

"Enough," Nick says as I open my eyes. He's standing in front of us, hands out. Wolverine smirks, I stick my tongue out at him. "Isn't a school night," Nick turns to me.

"Fine by me I hope I never smell the Wolverine in my life. And I mean ever." and turn and swung away.

My plate of noodles was turning in the microwave, as my Aunt May types on her laptop. Aunt May already ate at six, and she thinks I was doing my homework upstairs. Aunt May doesn't know about Spider-Man. She works a lot to pay for the bills, since Uncle Ben died. The clock on the microwave is close to ten, I'm so beat. It's a good thing I'm a genius, and that I finish my homework in class. I've got one day till the weekend, tomorrow its Friday and I'm having a Star Wars movie marathon at Harry's.

"Peter, could you get the door?" Aunt May asks.

"Ah sure thing Aunt May." I wonder who it is? Please don't be that weird guy selling toothpaste again. I open the door and look out, oh great it's my teammates.

Because I joined up with S.H.I.E.L.D, I had to team up with a bunch of rookies, - five of us in all.

Let's start with Luke Cage/Power-Man, out of all of the team, I'd say I get along with Luke the best. Luke's fifteen, chill, easygoing, and has extremely dense skin and muscle. So basically he has super strength and is really hard to injure.

Next is Iron Fist/Danny Rand a master martial artist and uses Dragon Chi, I know Dragon Chi I didn't believe it either. Also he rarely talks. Anyway Danny uses the Dragon Chi to increase his natural abilities to astonishing levels. His strength, speed, and senses can all be significantly increased. So Iron Fist is a Martial Artist Master. He focuses energy in his fist hence the name Iron Fist.

The only girl on the team, Ava Ayala/White Tiger and boy is she bossy. Nag, Nag, Nag, oh and she brags a lot to. She has this Jade amulet in the shape of a tiger. It gives her Cat powers I guess too.

And last and most definitely least Sam Alexander/Nova gets his powers from an energy called Nova. Gives him Super strength, speed, and durability. He can also fly, so unfair. Absorbs energy and release it.

"Parker, dude, this is your house?" Nova or as I like to call him Bucket Head asks.

"Yo! Peter did you do that Algebra homework?" Luke slaps a hand on my shoulder.

"Yeah, why? Do you need some help?" I look up at Luke.

"Yeah man, I really do." I don't mind helping Luke, its Bucket Head I have a problem with. He likes to try and cheat off of me.

"Dude, you were supposed to ask him if we could work off his paper." Sam says. I swear that guy is one of the laziest people I've ever met.

"Like Peter would say yes. Do your own homework Sam." Ava scoffs at him.

"Thank you, Ava," I smile.

"Beside after spending the entire night being The Ultimate Spider-Man there's no way its any good." I glare at her.

"You guys are supposed to be super heroes. Be...I don't know responsible. Besides its called muti-tasking, Ava, I do all of my homework in class." I throw my arms up in defeat.

"Dude. Just a peek?" Nova begs.

"No."

"Duuuude." Nova wines.

"What part of no don't you understand?" I say feeling a headache.

"The no part, come on just one peak, Parker." He holds up one finger.

"Peter's right we should do our own homework Come let's go start right now." Luke fist pumps Danny.

"So did you guys have a reason for coming over or did you just come to bum off my homework?" I ask rolling my eyes.

"Coulson said no meetings this weekend. He couldn't get a hold of you so he sent us here instead." Ava looks annoyed at playing the messager.

"Peter, you have school in the morning. Say good night to your friends." Aunt May called from inside.

"Roger that, Aunt May, see you guys at school tomorrow." I shut the door. "Good night Aunt May." I walk up to my room and get ready for bed. I shut off the lights and fall into bed. As I'm slipping into sleep I see swirls on the inside of my eyelids.