Disclaimer: I don't own Spider-Man or any characters from its cannon. I have no connection with it at all because it is the sole property of its owner(s). I do not profit from these stories, I only do them for fun.

Author's Note: This is set after issue six of Ultimate Comics: Spider-Man. I would like reviews but please remember that this is only my second story so for or against this continuing please be civil. I welcome critic's so long as they give an example of what they didn't like AND then give a tip for improvement. If all you do is say 'this sucks' or 'you have no talent' i will ban you from comments because such things are not going to help me as a writer.


The Heart of Manhattan, New York, Monday

"Johnny Storm you are a moron!"

"I agree"

"Shut up Bobby! Peter, how exactly am I a moron?"

"I take it back you're insane and I'm a moron for listening to you"

My name is Peter Parker, I'm sixteen years old and I have a not-so-secret secret…I'm Spider-Man. No seriously I'm Spider-Man, the wall crawling, web headed Spider-Man. Six and a half months ago the greatest mutant criminal in the world, Magneto, gave humanity an Ultimatum; obey or die. To make a long story short…we didn't obey.

He reversed the magnetic field of the earth and created total global chaos. He flooded New York, froze over Latveria, slaughtered most of the world Superhero's and left millions with out a home. As a result mutants must now register with the government and if they use their powers in public they will be shot on sight.

To counter this effect I, or to be more accurate my Aunt May, have taken several homeless kids into our home. They are my now girlfriend Gwen Stacy, Johnny Storm "The Human Torch" of the formerly world famous Fantastic Four and Bobby Drake or "Ice Man" of the formerly world famous X-Men. Since Bobby is a mutant he is now posing as my cousin and since Johnny wants to stay out of the lime light he's also posing as my cousin and all three are going to school with me.

Today was supposed to be our first day back at school from spring break but I somehow let Johnny talk me into doing a morning patrol around the city. And what do you think we found, we found a bunch of Shield agents under attack by what appears to be my old best friend Eddie Brock Jr. AKA Venom.

I have seen him since my Aunt May pulled a gun on him and he sucked the symbiot (Trust me it's not as dirty as it sounds) out of Gwen. And when I finally run into him again he's slapping around Shield and tearing up Manhattan. After all this city's been through, after all he's been through, after all I've been through he has the nerve to pull this on my first day of school. Now I have to kick his rear and most likely end up late for school. I'm a moron for listening to Johnny.

"Get down!" ordered Sharon Carter, acting director of Shield.

She was currently leading 30 Shield agents in battle to take down a bio-hazard codenamed: Venom. Things were not going in her favor. Venom had eaten three of her men and knocked out another ten. They were getting their buts kicked and there was no one who was going to show up and save her. The FF and X-Men had called it quits, the new Ultimate's were on the other side of the planet and Shields black-op Avengers were already on a mission of their own. Her only hope was…speak of the devil

Doing his best little blue bird impression from the movie "Who Framed Rodger Rabbit" Peter shouted

"HI Eddy!" as he kicked Venom in the head sending him into a flag pole.

"Man, two, three dozen dudes and you can't take down one super-villain, I guess they don't make Shield agents like Nick Fury used to"

"Mister Parker don't you have school?"

"What's that? You want me to go to history class and leave a still conscious Eddy hear to eat you whole…well if you really want me…"

"Shut up and hit him"

"Well…since you asked so nicely, here Venom Venom Venom *whistle whistle* hear boy" taunted Peter who had rolled up his sleeve and exposed his bare arm to the symbiot that wanted nothing more than to devour every strain of his DNA.

Venom had regained his senses and was now charging Peter, fangs barred and wanting blood.

"Bobby Now!" yelled Peter

Blue sub zero air poured out of the hands of Ice Man, who had been circling the seen over head, and consumed Venom in blue smoke. When the smoke cleared Venom was completely immobilized in a giant block of ice twice the size of a large van.

"Ladies and gentlemen the amazing Ice Man" bowed Peter

"Freeze mutant don't move" shouted several agents, guns pointed at Bobby

"Did they just tell a guy with ice powers to freeze" chuckled Peter as he raised his hands with Bobby

"Don't move, on the ground now!"

"Hey what are you ungrateful idiots doing?" interjected Johnny. The sight of a flying youth engulfed in flames got every one attention "We just saved your lives"

"We"

"Shut up Bobby"

"Whoa what are you, stand down! That's an order stand down! Lower your weapons do not fire I repeat do not fire" barked director Danvers

"But they're mutants"

"Who just saved your lives, plus their minors and that's Spider-Man; the most popular hero in New York, and that" she pointed to a news crew at the corner who was shooting every thing live "Is a news crew. Do you really want to shoot New York's Favorite son in the middle of New York?"

"Uh"

"The answer that lets you keep your job is No Sir!"

"No Sir!" shouted the nervous agent before director Danvers turned to the three super youths before her

"Mister Parker, Mister Storm, and Mister…Drake wasn't it" Bobby nodded

"What's Eddy doing here" interrupted Peter

"That's classified, as I was saying Shield thanks you for your assistance…"

"…And would like to give us a huge cash reward!" hoped Johnny

"Johnny!" snapped Peter

"What! We should so be getting paid for this!"

"We've been over this. We can't get paid with out me going public and Bobby getting shot when he cashes our checks"

"Not necessarily" interrupted Danvers

The three super powered youth's stared at the armor clad woman with the big honking laser cannon in front of them. Did they just hear here right there was a chance for them to get paid and not unmask or get shot. Was she serious?

"Explain" ordered Peter

"Give your huge surge in popularity, past experience as an active Shield agent…"

"…you were a Shield agent?" asked Johnny wide eyed

"She drafted me and Kitty for a day"

"She was an agent too?" asked Bobby

"and the fact that the Mayor of New York" interrupted director Carter "has been pestering me for months to find you so he can present you with medals and the fact that you've saved the life of a past president of these United States, I'm sure I could get you permission to assemble a team of your own that would get paid for doing what your already doing"

"You want us to be agents of Shield so you can boss us around?"

"You three are minors, I can't draft you into Shield nor can I send you on missions, you'd stay here in New York as a permanent super human task force to deal with high level threats, such as Venom here. Shield would just start alerting you to when something bad was happening locally and if you wanted to do something about you could, and if you didn't then you'd just ignore it"

"And you'd be paying us!" asked a hopeful Johnny

"And we wouldn't get shot at!" asked a hopeful Bobby

"And you've been planning this for a while haven't you? Why are you offering this to us?" asked a skeptical Peter

"To get on your good side, I want you three and your friends in Shield when your eighteen, I want you to do what you're doing and I want the power to help you do so much more. I want to give you money to put away for college, or to pay rent to the little old lady that's taken you all in, to give you a little something to put away to pay for the expenses of her eventual funeral. If you don't want it take it any way and give it away to charity, that way you'd doing so much more to help people other than just punching bad guys in the face."

The funeral comment was a low blow and Peter immediately new that she had been planning this for a while at the least. She might have even stolen this plan from Fury.

"You've really thought this through haven't you Danvers?" questioned Peter

"Yes I have" she answered truthfully

"You already have everything in place to make it official by the end of the day don't you?"

"Yes I have" again the truth

That was a lie, she could have everything official in twenty minutes, all she had to do was sign a piece of paper back at the Triskelion and print out official I.D. cards and every thing would be set. But there was no need to tell this to Peter.

Bobby immediately dropped to his knees, clasped his hands together in a prayer like manor and started to beg

"Please Peter, Please take the deal, I don't like getting shot at!"

Johnny did the same but all he squealed was

"Money, I want money!"

Peter hung his head in defeat and rubbed his temples in frustration at his two desperate friends as he sighed before turning to the blond before him with a cocky look on her face

"What would we have to do?"

"YES!" his friends cheered in stereo

"Give me a team roster and think of your own name and I could have everything finalized by the end of the day"

"And the fine print is…" asked Peter, he MAY be willing to tack the deal but he still didn't trust her

"…that you'd have to be the leader"

"Define have to" he asked skeptically

"You're the popular one, you want the public to support a sanctioned team of minors, you'd have to be in charge; you want the public to support your mutant buddies being on the team, you'd have to be in charge."

"And that's it?"

"Other than sitting through a two hour lecture on why you should join Shield when you turn eighteen, that's it."

"Two hours" whined Johnny in horror

"Fine" dolled Peter

"YES!" Bobby yelled, the shoot at Mutants who use their powers law was a real problem for him and he was happy that it wouldn't happen anymore. Johnny was horrified at the prospect of a two hour lecture.


Midtown High, Queens, Lunch Hour

Katherine Anne "Kitty" Pride was not a happy young girl. Just when she had gotten everything she wanted in life it all went to hell. She had been a world famous super hero but now it was illegal for Mutants to use their powers. She had been dating Spiderman, the man of her dreams, but he cheated in her only to go back to his old girlfriend and break up with her a few months later. She had been going to a school exclusively for mutants, someplace she wouldn't be targeted for being different, but was kicked out and was now going to public school where she was bullied every day. To put it simply…she was pissed off like there was no tomorrow.

She had been a hero, she had saved lives, and during Magneto's little Ultimatum she had continued to save lives. She had even saved the lives of the racist bastards who had assumed that a mutant was responsible. Yes it turned out that a mutant was responsible but he hadn't known that at the time, he had just assumed it was a mutant. And how was she being rewarded, how, she was having tater tots thrown at her head by the same people she had once fought, and secretly still did fight, to protect. That was her reward, not medals, not a lousy "thank you for saving us" or even a "thank you" for that matter; it was tater tots to the back of the head.

"Goddamn it Flash I said to leave her alone!" roared Kenny 'Kong' McFarlane.

"Shut it Stay Puff, she drowned New York, you're just going to let her get away with that" argued Flash

"For the last time she didn't do that, it was Magneto!"

"Mutants a Mutant"

Kenny was really a sweet guy. He and Kitty had briefly dated but it didn't work out between them, mostly because of Kitty, but she suspected that he still wanted to date because he always went out of his way to stop Flash Thompson from picking on her.

Flash Thompson on the other hand was an ass. He, like most of Peter's class, had known Peter since the 2nd grade and constantly picked on him. When Kitty had transferred to Midtown high Flash started picking on them both and after the events of Ultimatum, as Peter like to call it, he focused entirely on Kitty.

This had become her daily routine. She would show up at school, get dirty looks the entire time, and have Flash throw his lunch at her only to have Kenny threaten to beat him up. The teachers didn't do anything to stop Flash because they hated mutants just as much as he did. She honestly couldn't think of a reason why she still acted as a secret vigilante…well none other than Peter.

For the longest time people had hated Spider-Man for no reason at all and yet he kept saving lives. He had risked his own life and would even protect people who were at the moment shooting at him just so that know one would die. Yes he believed that there were people that the world would be better off without but if he could prevent it he could let any life be lost even if he had to give his own.

That's why she kept being a (secret) hero. That's why she loved Peter Parker. That's why she didn't throttle Flash Thompson to within an inch of his miserable life. That's why she strived so hard to be a good person and would never give up hope that things would get better…

"Freak" shouted Flash

…Most days.

"Kitty" called a comforting voice

The young mutant girl looked up from her yellowish mashed potato's (she swore the lunch ladies saved the worst food for her) to see the man of her dreams standing before her with a tray of food in his hands and a goofy smile on his face.

"Yeah" she answered

"I have some good news, some very good news"

"How very?" she questioned skeptically. Today was not a day to give her hope that such a thing as very good news still existed in the world

"As in I've got a way for you to legally use your powers again and scare the crap out of Flash for all the times he's picked on you good"

This immediately got Kitty's attention, made her eyes bug out and caused her to sit strait up in her seat. Peter then went into a lengthy explanation of the mornings events, explaining why he and his "cousins" had been late for History, and by the time he finished Kenny, Johnny, Bobby and Gwen had taken a seat at the table that was usually her own private table.

"You're kidding me? I'd be able to use my powers again?"

"Yes, you and any other mutant on the team"

"Flash Thompson will suffer" Kitty grinned menacingly

"Kitty…you can't use this to attack Flash, you'd just get a card saying that you can use your powers and Shield would tell local Law enforcement not to shoot you"

"Oh I know…but all Flash will know is that I'll be allowed to use my powers; oh he will void his bowels, oh yes, he will void his bowels." Her maniacal grin widening

"You are a sick twisted little girl" added Johnny "don't you ever change"

"Well who's going to be on the team?" asked Kenny. He was already proud that so many of his friends were super-hero's and the thought of them being an actual team was very cool in his opinion.

"Us, and I guess if only to get the cops off their backs" Peter turned to Kitty and Bobby "Any mutants you two know"

"That's a great idea" started Bobby "But when the X-Men fell apart we fell apart, I don't know how to contact any of them"

"I know someone" Added Kitty

"Really who" but Bobby never got his answer because at that moment Peter, who was checking a text he had gotten, said

"Uh Oh"

"Uh Oh? What's Uh Oh? When a superhero says Uh Oh it's never a good sign"

Peter held up his sell phone so everyone could see and the message…

Just saw DeadPool. He may be heading your way, watch out! J.D.

"J.D.? who's J.D.?" asked Johnny

"Spiderwoman"

"J.D.? those aren't the initials for Spiderwoman"

"Shut up Johnny!" snapped Bobby "DeadPool, as in the guy who kidnapped me, you and Kitty to Krakoa Island to hunt us like animals on live TV, DeadPool?"

"Guess so" answered Peter

"Well what do we do?" he asked

After a few seconds of thinking Peter came up with the only plan that made sense. It was a really good plan if he said so himself, maybe he was cut out to be the leader of a team.

"We split up"

"What? Whoa, that's a bad plan, think of another plan Peter." Asked Gwen

"No it's a good plan think about it, if DeadPool is coming then he doesn't know that we know about it, we're the ones with the element of surprise. I say we split up and cover all the entrances to the school so no matter what direction he attacks from one of us will be there to stop him from hurting people. I'll swing over to a building across the street so I can keep an eye on the whole school and when I see him coming I'll call you all."

"Wow, that's actually a pretty good plan" admitted Gwen

"So we split up?" asked Johnny

"We split up" confirmed Peter

"I'll stay here and keep an eye on the cafeteria" volunteered Kitty

"Thanks, Gwen you and Kenny find MJ and hide"

"Alright"

"I feel like we should put our hands together and say go team or something like that"

"Shut up Bobby" spat Johnny


The fledgling superheroes known as Spider-Man, Iceman, Shadow Cat and the Human Torch went their separate ways and covered the school. Kitty stayed in the cafeteria to keep an eye on the majority of the students while Johnny and Bobby covered the front and rear entrances of the school as Peter stacked out the building from across the street.

Gwen and Kenny found MJ, told here what was going on, and ran to the library; figuring that it would be the safest place to hide in.

There was only ten minutes left in lunch and everyone was getting nervous. If Dead Pool waited till class started it would be hard to find a place to suit up in private. They'd rather he didn't attack at all but if he did they wanted him to attack during lunch.

"Come on you racist Skeletor looking sun of a…" Thought Kitty "where are you? I want to kick your ass so bad, I have desperately needed to hit something for months and you sir are that something, Bring It!"

To say that Kitty was on edge would be an understatement. She desperately needed to vent months of frustration and she needed to vent right now. If she didn't she'd probably kill Flash Thompson next time he picked on her, she was actually surprised that she hadn't already taken a swing at him but she wasn't sure about how much longer she'd be able to hold back. How Peter had not struck out at Flash after years of abuse would always be a mystery to her.

"Hello…Kitty Pride" came a tentative girls voice

Kitty looked up to see a tall girl with black hair, she looked like a senior.

"Yes?"

"Hi, my name is Jessica Jones, I'm a senior executive with Midtown High's television broadcasting network, and I'm wondering if I could have an interview"

An interview! The school was about to be attacked by a Super-villain and she wanted an interview, this woman was insane.

"Uh look now's not a great time to…"

"Oh I know that there only a few minutes left in lunch but maybe we could set something up for a later time, like after school or at your house" she pleaded

"Look I'm flattered but right now isn't a go…"

BOOM!

The entire room was filled with glass, noise and dust. The window wall that looked out over the football field had exploded and kids everywhere were screaming. Kitty had instinctively grabbed Jessica's wrist and phased them both so neither would get hurt. When the glass had stopped flying across the room Kitty let go of Jessica and turned to face who she knew was responsible.

Before her stood a six foot plus man in a full body costume complete with mask. He held two guns in each hand and Kitty knew from experience that he wasn't afraid to use them. He was a cold blooded murderer, yes he justified his murders with human survival, but if something needed to be justified then it was evil. To get everyone attention he fired a few round into the roof and the student who had been running stopped in their tracks and fell to their knees, clutching their heads in fear.

"HERE'S DEADPOOL!"