Rooftop Spyder: Spun Silk

by FireCracker7

Arachnaphobia bites New York! Wolverine gets turned out, and Magneto meets Peter.

submission dated 7-4-04 author: FireCracker (Italic copy bordered byunderscore) Archive? You'd better.
Warnings: Raunchy series, all on rooftops in NY. Spidey has natural webs.

Pairing: Spiderman / Human Torch / Gambit / Wolverine

Arachnaphobia bites new York! Wolverine gets turned out, and Magneto pays Peter a visit.

A/U

Rooftop Spyder: Spun Silk

Peter felt muzzy, strange. He blinked at the glare of bright lights. Something poked his arm repeatedly. He heard voices all around.

"I was afraid of this."

"So the preliminary tests confirm?"

"It seems so. We'll have to tell him later, when his strength returns."

Peter sensed shifting movement. Hands on his arms, legs. He tried to move but something held him down.

"Unbelievable. He's regaining consciousness already!"

"Another change?"

"Possibly."

A blinding white dot moved across his eyes next. Peter cried out, shaking his head.

"Peter, can you hear me?"

Mouth dry. "Kahnk. Thirsty."

"Sit him up a bit." more movement, hands. Peter blearily focused on sight and sound.

"Drink this."

Peter gulped greedily. "Thank you." he looked about in confusion as his vision cleared. Hank McCoy was holding a water glass and peering down. On his opposite side sat Professor Xavier, watching intensely. Reed also stood over him, his face shaded.

Alertly he took in his surroundings again. It appeared to be an isolation area, nondescript and glaringly white. More beeping panels were everywhere, braced over polished floors.

"Where am I now?"

Hank squeezed his shoulder. "First things first. How do you feel, Peter?"

A pause. "Fine. Just a little washed out, that's all."

"Do you remember what happened yesterday?"

"Ah...yesterday? I was out that long?"

Hank glanced at the others with concern. "Yes."

"Peter." Xavier addressed him next. "We've brought you to a recovery area for observation."

Burgundy eyes brightened. "I've improved, then. That's good, I was-"

"Peter, slow down. We've made a few discoveries about your condition."

"Yeah?" the young man looked about. "Say, where's Storm and Gambit? Weren't they here before?"

Reed sighed. "We sent them away for now. Too many people would be counterproductive, and we don't want you excited."

"I'm not a mental patient!"

"We never said you were, son. But you have a unique problem to work through."

Peter glanced down at himself, agitated. He was literally trussed up. "Then take these belts off. What do you think I'm going to do, anyway?!"

"We didn't want you to injure yourself further-"

"Further? What are you talking about?!"

A sigh. "There was another episode when you were moved from stasis."

"But what happened?"

"You were hysterical, Peter." Xavier was fatherly now. "We saw evidence of another shift. You fell from the restraining tube and bruised yourself."

A gulp. "Strange, I don't remember that."

McCoy watched him carefully. "Well, you're such a fast healer the bruises didn't last long. But we didn't want a repeat performance."

"Well I'm not bruised or hysterical now. So how about letting me loose here?"

"In a moment. First we need to know if you remember what happened yesterday?" Xavier insisted.

"Why is that so important?"

"We need to know. Tell us."

Peter went blank momentarily, before flushing red. "I was...oh, god."

"Peter?"

"I'm...he looked away. "This is embarassing-"

"We don't need a blow by blow. Just a general idea."

The young man winced, his voice low. "I remember being horny as hell. Wanted to...do it with everybody."

Hank coughed. "That pretty much covers it."

Reed shook his head. "No. What else, Peter?"

"I was angry, frustrated. The Spider was free."

Xavier nodded. "We'll take those belts off, son. But remember, there's still much work to be done."

Peter watched McCoy loosen the straps. "I'll be fine."

Gambit and Torch paced in a waiting area nearby.

"I still don't see why we can't be with Peter." Storm groused, pacing.

Gambit watched him from a small distance. "You're wearin' out the carpet. What good could we do in there, anyway?"

"We could offer support!"

"Yeah, sure. Seems like more people are gettin' clued in as to what's goin' on."

"What are you talking about?"

Gambit sipped his coffee. "Too much innuendo about the three of us, Storm. And ah don't like sprayin' my buisness everywhere."

"Then keep your pants on for once."

"I like you, Storm. You're a real bastard."

"The feeling's mutual, sweetheart."

Wolverine walked in, interrupting them. "I see the nursery is still open."

Gambit waved. "Hi, Wolvy. Just having a chat here."

"Huh." the elder mutant sat at the table. "So why are you two squabbling this time?"

Storm shrugged. "Just on edge, that's all. Any word about Peter?"

Logan nodded. "They've moved him to a recovery area."

Gambit sat up straight. "That's progress, then."

"Maybe. All I know is that the initial test results are in."

Storm tapped his fingers absently. "Good news?"

"For the kids' sake I hope so."

Peter rubbed his arms to get the circulation going. The others sat around him at a large table.

"You mind if I get something to eat?"

Hank glanced around quickly. "Shortly, Peter. You need to know a few things first, based on what we've found out."

"Shoot."

Reed began. "As we suspected, there's a change in your dna pattern."

"What's the percentage ratio now?"

"Active phase is at 45%, with an error margin of 3%."

"Towards arachnid." Peter murmured to himself.

"Yes. You're showing an eleven percent shift from approximately five years ago."

Pete ran a hand through his hair. "I don't get this...I thought the spider genes had stabilized. Why the change?"

"We believe the maturation process is involved." Hank stated. "Your body is finding an equilibrium between human and spider dna."

"Wait. Active or recessive?"

"Both. Previously in the active phase your dna was human dominant. It's why you exhibited spider tendencies but appeared human."

Peter paled. "So as the spider dna asserted itself the transformations started."

Reed nodded. "To a degree. There could still be minor fluctuations as you reach full maturity. What we want to determine is if you're able to stabilize naturally."

"But why all this now?"

"The obvious, Peter. If the spider dna strengthens past the midpoint, you'll go from spiderman to manspider. Although stress is triggering your transformations, they likely would have occurred anyway."

Peter stared at his hands. "What to do? I once tried to eliminate the spider, with disastrous results."

"What happened?"

"He came to us, looking for help." Xavier replied suddenly. "A secondary mutation developed, giving him several arms in human form."

Reed frowned. "Really? Sounds like a strange variant."

"Not as strange as it looked." Peter commented.

Hank nodded. "I made a similar mistake, Peter. It gave me the permanent form of the Beast. Dna's a tricky thing, the basic building block of life. Mess with it and it messes with you."

"I can't fight my own body."

"Don't try to. There's a serum we want to develop for you, but we need the spider."

Dark eyes went wide. "Are you saying...you want me to change?"

"Yes. We'll contain an area and get blood samples. By synthesizing a suitable blend we hope to stabilize you."

"But I've never been able to control it, or even predict the change."

Reed grinned. "That isn't true either. You've told us there are warning signs. Follow those signs and alert us."

"How?"

"This." Reed gave him a small device. "It has a thirty second delay. From any point in the complex we'll recieve a signal and move."

Peter stared at it. "Looks like a cell phone. Can I call collect?"

Everyone laughed. "As long as it isn't long distance we're satisfied." Xavier told him.

Pete looked around. "I need to call someone, give them an update."

Hank pulled him off the portable bed. "Go ahead, we've got more workup to do anyway."

"I have to thank everyone again. Yesterday was pretty embarrassing. I hope you all don't think-"

Reed pushed him to a door, chuckling. "Go on and make your phone call."

Gambit and Johnny nearly leaped when Peter approached them in the cafeteria.

"Hey!"

"Come over here!"

Pete made a face, waggling his arms. "OOOooo...I'm the spider, come to getcha!"

"Fool!" Storm grinned, crushing him in a hug. Gambit laughed, squeezing Pete's shoulders.

Another voice sounded out. "Hey, you're gonna crush him. Back off!"

The young men turned as Wolverine leaned against the wall nearby. He joined the group in short order.

"You're silly, Pete." he ruffled rakish brown hair. "How'd it go with the tests?"

A broad grin. "I'll tell you all after I make a phone call."

Peter felt better after reaching Mary Jane. His wife was enthusiastic about the turn of events. Even May whooped in the background as the latest news was relayed. Their relief was tangible. Pete couldn't remember the last time he laughed so freely. After a fairly lengthy conversation he returned to the cafeteria, his mood light.

The others noticed the change. Gambit lifted a mug in his direction. "Hey, Spider. Come join the regular folk and tell us what happened."

Pete stared at the food processors. "In a minute, I'm really hungry." He dumped trays on the countertop next to a blender.

Logan cut his steak, glancing up. "What the hell are you mixing over there, kid?"

"I'm not sure. Don't seem to have a taste for anything in particular."

Storm made a face. "Based on what's in that blender, I agree. It looks pretty wretched, Pete."

Peter shrugged. "So sue me." he dropped eggs and raw meat into the container. "Needs something else-"

Even Wolverine gawked as Pete added dry oatmeal with butter into the mix. "Kid, you're making me ill."

Pete glanced over his shoulder. "So quit looking." Four boxes of jello went in last.

Torch wrinkled his nose. "Yuckk."

Gambit shook his head, thinking.

A whirring hum silenced their musings. Pete poured the thick, frothing mass into a huge bowl and placed it in the microwave.

Logan stopped in mid bite. "Now what's heating that mess gonna do?"

"Isn't that an awful lot of protein, Peter?" Johnny was concerned. "Why the weird concoction?"

"I can't explain it. The idea just came to mind for some reason."

Moments later he joined them at the table. Pairs of eyes stared at a gelatinous, murky red lump. Stiff foam edged the jiggling pile.

Logan looked sideways at it. "Ugh, kid. That looks like somebody's guts on the operating table."

Pete glanced at his bowl. "It isn't that bad."

Storm covered his mouth, pale. "Don't look right-"

Gambit likewise was ashen. "Do you really have to eat that, Pete?"

"Are you kidding? I'm starved."

To everyone's dismay, he dug in with gusto.

Pete patted his stomach. "Man, I was really hungry."

Johnny appeared dazed. "That makes one of us, anyway."

Logan decided to change the subject. "So tell us about the tests, Pete. Positive results?"

"Mostly yes. It seems as though my 'spider' genes are becoming more dominant with time. It's been established that stress contributes to the transformations, but isn't the only reason."

Storm and Gambit looked at each other in surprise.

Pete noticed. "What?"

Gambit flushed. "Ah, nothing."

"Nothing?"

"Just a conversation we had, Pete." Storm replied quickly. "Tell us the rest."

"Reed and Hank say my system is seeking a balance between human and spider dna, but I'm nearly hybrid. If the spider gene strengthens much more I'll...become less human." the last words were strained.

Logan squeezed his arm. "You won't lose yourself, Pete."

Nervous laugh. "I can't deny that I'm not worried."

Storm placed a hand over his. "We'll find a way, Pete. What are your treatment options?"

A pause. "They want me to transform deliberately and not fight it. The thinking is that blood samples taken from that form will provide a serum."

Gambit was tightlipped. "Is it really necessary you do that?"

"I wonder about that myself." Logan chimed in, perplexed. "We've seen that movie in black and white."

"This may be my only option. Given my age, it could still be a couple of years before I stabilize naturally. By that time...I could be a manspider."

Storm shook him gently. "But Pete, what's going to be different this time? Don't misunderstand, but your control is shaky at best."

Peter smiled sadly. "I know. They've given me a device to activate when I feel the change coming on."

"Yeah, then what?" Gambit wasn't impressed.

"The signal will broadcast over the entire complex. At that point the others will converge and take the blood sample."

"This plan bugs me, spider. Something still ain't right."

Storm rubbed his eyes, nodding. "Then what happens? It isn't like you'll stay put while they do this."

Peter shrugged. "Presumably they'll do a force field contain, like before."

Wolverine looked at him hard. "The man understands that, but will the spider?"

"Why shouldn't I? I'm expecting it this time."

"That may not be enough."

Pete snorted, eyes sparking. "I'm not getting much encouragement here."

Wolverine gave a gruff response in turn. "Remember who you're talking to, kid. You can con Reed and the others with that blabber, but I know the beast."

"Oui, for certain." Gambit said shortly. "Your aura, Pete-"

"That's enough." Peter glanced over at Storm. "What, no comment from your end?"

The blonde considered his words. "You seem more excited about the transformation than about the treatment, Pete. That worries me-"

"Bull." Peter stood. "You asked for an update, I gave one. Goodnight!"

Gambit moved at him. "Wait, Pete. It ain't like it sounds, but we're worried."

"Okay, we're all worried. But at least there's a plan of action that might work! You might try being a bit more positive."

Storm withered. "You're right. We were hoping for a different answer."

Peter's eyes were soft. "No. This is about the spider, isn't it? You're afraid."

"Only for you."

Pete turned to the others. "That's what this is all about."

Gambit also appeared uncomfortable. "I won't lie, Pete. You can't control yourself in that shape."

Peter was oddly serene. "All living things fear the spider. I'm not angry about that."

"It ain't all about that, either. Ah don't look forward to another crazy scene."

"So little faith, Remy. Granted, I don't have a handle on that form yet. But eventually I'll control it. You'll see."

Logan finished his steak. "You've got a lot to learn, kid."

"I've lived in my own skin up until now."

Dark eyes burned with intensity on the younger man. "That's not the point. I've been where you're going. We talked about this earlier."

Peter shrugged carelessly. "I know. But I won't be afraid of the spider. By controlling it I can learn more about myself."

Storm couldn't believe his ears. "That sounds wrong somehow, Peter. Control is never easy with a new ability."

Chestnut eyes took on a brighter gleam. "Maybe not, but I'm growing more accustomed to it. It takes some of the fear away."

Gambit could only stare. "You sound like someone else."

"But I am myself, don't you see? Your concern is appreciated, but unecessary."

"It's getting late." Logan stood abruptly, watching Peter. "I'm beat."

Peter glared at him. "What, am I boring you?"

"Quit acting like a punk, Pete. You need rest yourself."

Taken aback, Peter noticed everyone was staring. "What are you looking at?!"

"Nothing." Gambit looked away. "It's been a long day."

Peter glanced at Storm next. "Not you, too."

Blue eyes clouded. "We're all tired, I think."

"Fine. Whatever!" Peter turned on his heel, pausing briefly. "Before I go, I'll just mention that I have the device with me. Just so you three can feel secure!"

He stormed away, leaving three shocked friends.

Storm was angry. "This isn't good. What are they thinking, wanting him to change again!"

Wolverine turned to leave also. "I'm having a chat with Charles. It's late, but he'll want to hear what I have to say."

Gambit looked up at him. "Good luck."

"Huh. You two behave in the meantime."

"Don't know what all that means-"

Wolverine gave a false smile. "You forget boys, I know your secret. So keep the pissing and alpha male stuff to a minimum, okay?"

Storm went pale. "Where the hell do you get off-"

"I know you're a hothead, blondie."

Gambit snickered. "Least ah wasn't caught on no damn rooftop."

"Speaks the half assed hick." Storm snarled.

Wolverine turned to Gambit. "That's enough, smartmouth. Pete's got a real mess on his hands."

Gambit was subdued. "Ah know. His behavior is gettin' strange, even without going spider."

"Not to mention his appetite." Johnny glanced at the remnants of reddish jelly. "Did that stuff he ate remind you of anything?"

Gambit pushed the bowl away in disgust. "Oui. Brains."

Peter returned to his private quarters, annoyed with everyone. /They think I'm weak, susceptible. I'll prove them wrong. The spider can be useful if I'm careful./

He paused. "Spider sense...but who?"

Silent feet glided from bed. Peter had barely gotten to the door panel when it slid open suddenly. To his shock and amazement, Wolverine stood in his way, glowering.

"What the?"

"Sorry, kid. I hit the override." he brushed past. "I need to talk to you."

Peter cocked his head aside. "Oh? Not too long ago you took off-"

"Yeah well, this is private."

Wine gold eyes took on a gleam. "A midnight visit, hmm..." long fingers stroked a hairy chest.

Wolverine pushed the hand away. "What are you doing?!"

Peter smiled, pulling him close. "Come on, Wolvy...you didn't come here this late for talking."

"Kid, control yourself!"

"You smell great, by the way."

Logan cursed as Peter nuzzled. "Damn."

"Everyone needs a little TLC. Been a long time for you?" a hand slipped low, massaging.

Wolverine flexed his claws. "Stupid fool, I'm not here for booty call-"

Silken lips brushed. "You rushed in here all hot."

Logan shoved the younger man away, hard. "This is important! I don't have time for games, Peter."

Peter fell back on the bed, smug. "So you say." a hand shot out, firing webbing.

Wolverine ducked. "Okay. I'll play!" admantium claws extended, slicing the filaments to shreds.

"Is that it, Pete? You know my claws can cut through virtually anything."

Smiling gently, the younger man fired more webbing around the room, covering the walls and doorpanels. In less than a minute, the room was a virtual cocoon of fiber.

"You want me, Logan." Peter said simply. "Conversation can wait."

Wolverine stood back, laughing. "You and what army can keep me here?"

Peter stood slowly, eyes brightening. "Says the spider."

Logan took a defensive posture. "Don't wanna hurt you, kid. This is exactly what I wanted to talk to you about, the beast."

"Make love not war, Wolvy. Come here."

"Idiot!!" the elder mutant turned, hacking at the webbing. Peter watched muscle flex in fascination, noting the raw sexuality of the man.

Logan wasn't making much progress. The webbing merely clung to him like glue, winding and sticking. "What the hell?!" he shouted in frustration.

"I made those soft deliberately." Peter explained. "Impossible to cut cleanly."

Wolverine heaved in exertion. "You're giving in to the beast, Peter. I can smell it."

"Give it a rest, Wolvy. Can't friends have a little fun?" he approached the struggling elder.

"Don't touch me, kid."

"I must." arms wrapped around gently. "Kiss me."

Logan avoided those velvet eyes. "No, I told you I don't go that way!"

Soft laughter. "Come on now, I won't bite. Well, not unless you ask me to."

Wolverine still pulled away. "You're crazy, unbalanced. There's no way you should be released any time soon."

Peter paused, his smile fading. "Really. Tell me, what's this?" Strong fingers cupped a pulsing erection through fabric.

Logan hissed, grabbing the probing hand. "You're asking for it-"

"Interesting choice of words. You're standing here with a hard-on the size of a bat. Who's unbalanced and crazy now?"

"You're...it's the pheromones, dammit."

Peter licked an ear. "Not my fabulous body?"

"Shit." Logan closed his eyes, overcome by desire. "It's worse than the last time."

"Mmm." another nuzzle. Hot hands roamed over tight muscle, feeling every curve. "Definitely got a lot to work with, here." Pete murmured.

Wolverine crushed him into a bruising kiss. "Hotpot. Damn chemical factory, all wrapped in spider."

Pete pulled him to the floor, eyes wild. "You know it."

Xavier wearily climbed behind a desk in his private study, adjusting his robe. He'd barely gotten comfortable when Gambit and Storm barged in.

The elder mutant eyed them blearily. "Do you people ever go to sleep? What is it this time?!"

The young men plopped down, oblivious. Both started talking.

"About Peter. He's eating strange stuff-"

"The spider is takin' over! Pete's out of control-"

Charles stifled a yawn, holding up his hand. "Enough already. Now tell me something useful."

"We can't wait. Pete needs treatment now." Johnny implored.

"No one's waiting. He has to transform for our idea to work."

"It's a bad idea!" Gambit blurted. "Pete's getting weird. Who knows what he'll do as spider? Ask Logan, he was there."

"I spoke to him already, about an hour ago." Xavier rubbed his eyes.

"He was here, too?" Johnny was surprised. "About Pete?"

"What else? This seems to be grand central station. I may get some sleep by dawn, hopefully."

"Uh, sorry about that."

"Do you realize it's three in the morning? Now what's the emergency?!"

Gambit took up the gauntlet. "He's talking outside himself, and eating strangely."

Charles stared in disbelief. "That's all you have to tell me?"

"But-"

"If you're referring to Peters' dinner, I know about it. Logan told me during his visit."

Storm was anxious. "Did he say anything else?"

"He expressed other concerns and opinions, mostly valid. I'll speak with Reed later and compare what we know."

"He's not even eating real food! The stuff was gross."

"You woke me up for this?!"

Gambit piped up again. "It looked like th' science projects you make in school. You know, the ones with jelly brains-"

"Enough already!" Xavier couldn't take anymore. Blue eyes hardened to crystal points.

"It's time for a little truth here."

"Truth about what?" Storm didn't understand.

Gambit edged up again. "Something about Pete we didn't know before?"

"I said quiet!!" Charles shouted, at his wits' end. "Both of you are driving me crazy, babbling like loons about food!"

Storm was subdued. "We were concerned about it-"

"With good reason, but this isn't about Peters' eating habits." A finger pointed in accusation.

"You're in love with him. Both of you!"

Gambit and Torch visibly paled, falling silent. Their frozen expressions spoke volumes.

Gambit coughed, this throat dry. "You're makin' conclusions-"

Xavier wasn't having any of it. "Don't bother lying, I'm not interested. God, it makes sense now! All the insane bickering, the hostility. I suspected it before, I know it now!"

Storm was rigid, his face blank. "You're mistaken, Professor. We've both known Peter a long time. Can't friends show concern?"

"'Friends' don't get fought over."

Storm blubbered. "What? No, we aren't fighting over Pete!"

Charles was hard, now. "Could have fooled me. All of you have your heads screwed on backwards."

"Knew another lecture was comin'." Gambit grumbled.

"You need something, both of you. Are you insane? Isn't Peter married?!"

Both young men stared at the floor. Xavier continued.

"And you, Johnny. What about the socialite in all the papers you dated? Rumor had it the wedding date was set. What the hell are you doing?!"

Storm didn't meet his eyes. "It's not what you think."

"Remy." Xavier rounded on Gambit finally. "How typical, throwing yourself into an impossible mess. Self destructive as ever!"

"Ah got nothing to say, you got all the answers." Gambit was sullen.

Xavier wasn't finished. "Choices aside, if you were my sons I'd take you out back and beat some sense into you. But your love and concern for Pete could be the difference between him coping or losing his sanity."

"It's that serious?" Storm was quiet.

"Yes. Despite outward appearances, he's anything but stable. His body chemistry is changing, causing the transformations. In turn, his thought processes are affected."

"Yeah." Gambit was still. "It's like he's spider in human form."

"For a human his thinking may seem bizarre, but not to an arachnid. The difference is he can speak and express these strange thoughts. It's a common phenomenon of mutants that have combination dna from other species."

"But what can we do?" Storm wanted to know.

"He must be stabilized before his mind can heal. Otherwise, the spider and man will bleed into a psychotic jumble. With what we know now, the serum should provide a workable solution."

"And the transformations?" Gambit asked.

Xavier was milder now. "The main thing in Peters' favor is that he's aware and sentient in his spider form. The chances of him controlling it are excellent. He may even learn speech eventually."

Two sets of eyes widened at that. "You're kidding." Storm couldn't believe.

"No. Now think positive, gentlemen. We have a plan." Xavier glanced at his wall clock. "Go to bed, both of you."

In silence they nodded, leaving quickly. Xavier sighed, watching them go.

"God, what a mess."

Logan lay in a thick pile of soft webbing, grinning like a fool. Peter sprawled over him in a lazy tangle. Long fingers played idly through thick chest hair.

"Hmm. What are you thinking, Wolvy?"

Wolverine couldn't stop smiling. "I'd light a damn cigarette...but I don't smoke!"

Peter laughed, eyes sparkling. "Not so bad, huh?"

"Hell no, kid. It was great! But if you tell anyone about this, I swear I'll kill ya."

"Spiders don't kiss and tell."

Logan sighed blissfully. "Good for me. Hey! Easy with that, it ain't a toy."

Pete pulled at the sticky cock resting heavily between them.

"I disagree." he gave a nasty smile, rubbing a thumb over the slit. He tasted the flavor on his fingers.

"Very, very good. Salty, like your blood scent."

Wolverine grabbed him tightly, nipping an ear. "I have that ability too, you know."

Pete closed his eyes briefly. "What's my taste?"

Tongue rolled along smooth jawline. "Hnn...bitter. Strong spider."

A yawn. "Tomorrow's going to be a busy day."

Logan looked blearily at the wall clock. "It already is tomorrow. Nearly quarter to five."

Pete gathered him in. "Stay. You can sleep here with me."

Wolverine lay quietly, breathing against silken skin. "I'd love nothing better. You feel so good, Pete. But...I shouldn't."

Peter edged up on an elbow. "Why not?"

Logan shook his head ruefully. "First off, this is insane. I should...we should never have done this. There's no way I could leave here gracefully if I stay much longer."

"You're afraid of being seen? Somehow, I have a hard time picturing that."

The burly mutant sat up, shifting loose webbing everywhere. "Contrary to popular belief, I'm not a raving animal. Your spider ripped something loose in me tonight. I haven't lost control like that in years."

Slow smile. "You enjoy our party?"

Logan wiped his brow. "Shit. What do you think? You're damned sexy, Pete. And I never thought I'd say that to a man."

Peter sighed, eyes glowing warmly. "Thanks for the compliment. Still think I'm unbalanced?"

Dark eyes burned with truth. "Yes, I do. In fact I'm more convinced than ever. Pete, don't you feel anything at all about being so...promiscuous?"

The younger man sat up, web clinging to his back. Handsome features darkened in irritation.

"I wasn't like this before."

"What are you saying?"

"I...you may be right. Sleeping around like this is wrong, I know. But I can't seem to stop myself. It's like I have no restraint in my mind. If I want to have sex, I just go have it. There's no thought involved."

Logan rubbed the finely chiseled chest next to his. "Listen to me. This brings us to the real reason I came tonight. The beast, Peter. I don't want to beat this thing to death, but-"

"I know where you're going."

"Only partly, kid. The changes happening in you are letting your instincts run freely. When that happens morality disappears. Then comes danger for the man."

A swallow. "Yeah. Not pretty."

"No. I gotta be blunt here. You're a bad mix of spider and human right now. In human society your behavior won't be acceptable in the long run. The animal kingdom doesn't recognize morality, either."

Peter was pale, shivering. "I feel like I'm sleepwalking."

Logan hugged him. "No. I've fought this battle myself."

Peter returned the embrace. "What can I do, how can I win?"

Wolverine looked into soft brown eyes, shades of his own past. Peter suddenly seemed very young.

"It's a process, Pete. A lot of people care about you, love you. Let them help. Understand the beast is part of what makes you whole, not separate. Gain strength from that knowledge and heal."

Peter collapsed against him. "Oh god...I'm so tired. Tired of all this."

"Shh. S'okay, kid. We're here for you." Logan soothed, rubbing his back. "I know what it's like on the edge, ready to fall."

Pete sighed, still leaning heavily against Wolverine. "Seems so easy. Just...want to give in sometimes, get it over with."

Logan shook his head vigorously. "Can't happen. Ever."

"Would it be so terrible?"

"You'd lose your humanity forever. I've seen it happen in other mutants. Not one story ended well."

"Need to...really tired." Peters' eyes began to close.

In a surprisingly tender gesture, Logan kissed him on the forehead. "Sleep, spider. You've got a busy day ahead of you."

Wolverine took a brief shower and slipped from Peter's chamber. He moved quickly down the still quiet corridors, glancing about.

/Gotta get back to to the lab, before anybody-/

"Heh, heh."

Spinning, Logan stared at a familiar voice and scent. Sabretooth. The lion man leaned against a nearby wall, grinning.

"Couldn't resist, eh?"

Wolverine approached him. "What are you talkin' about? I was just-"

Sabretooth tapped his nose. "C'mon, knock it off. You can tell me."

"Got nothing to say, really. We'll all be busy soon enough when the tests start."

"I look forward to it. So how was he?" gold eyes were wild.

Logan appeared uncomfortable. "Don't you have any sense? There isn't anything to tell."

A moist, wet nose wrinkled. "Hee. You tried to wash it away, but I still smell spider."

"Go plug your face and quit smelling stuff."

A clawed hand pointed. "You might try doing a better job next time."

"Huh?" Wolverine looked behind himself. A long trail of web filaments clung to his backside, draping down the hall.

"Shit! The stuff sticks to everything." he hacked it off quickly.

Sabretooth laughed. "You'd better get the rest before someone else sees it."

Logan snorted, pulling filaments away from panelling. He paused, glaring at his fellow mutant.

"Keep your mouth shut about this."

A lazy, toothy yawn. "I'm terrified. Now tell me the good stuff. I want every detail."

"You're a damn pervert, cat man."

Sabretooth licked his lips. "Takes one to know one. And I know you're dying to tell somebody."

Logan balled up the loose webbing. "Who says we did anything?"

"Ha! You walk around smelling like spider and tracking web."

Logan barely suppressed a grin. "Let's go to the cafeteria. I ain't gonna blow about it in the halls."

Peter slept peacefully, feeling satisfied. Secure in his cocoon, he was safe and warm. Stronger, more natural. Not bound by any rules. The idea appealed to him greatly, more so than being a test subject. But that was a problem for another day.

Every recent memory came to him in vivid detail. Storm and Gambit, heat and passion. Animal lust with Wolverine. Tender, caring love with Mary Jane.

/Why not have them all? Yes! Everyone in my web, so tasty and full. Life is good./

Resolved, the spider relaxed once more.

Sabretooth wolved down some burgers. "So Peter got you hooked too, huh? And here I thought you were straight!"

Wolverine shushed him. "Quiet! You want everyone to hear?"

Sharp teeth flashed. "Heh, I'd rather know myself."

"Don't even think it. Besides, you've got too much hair."

"Yeah? Look who's talking, fuzzy."

"I may be fuzzy, but I ain't got no damn pelt. You shoulda heard Pete complain about Hank's fur."

"That old fool made a move?!"

"Quit being stupid! The other day Pete was hittin' on everybody-"

"Too bad I wasn't around."

"It was crazy. Right and left, he was makin' rounds. Even tried to kiss Reed, so I hear."

Sabretooth made a face. "Cripes, the kid has it bad."

"Yeah, his chemistry is screwing up his brain. He can't control himself half the time."

Clawed fingers tapped the table. "What about the joy boys? They can't be happy about all this."

Logan snickered. "You mean hothead and bobo? I had to break 'em up already."

"Do they know about you and Pete?"

Wolverine flushed. "Hell no. I don't plan to broadcast it, either!"

"The Prof's ticked at all of 'em. Seems like a damned soap opera, you know?"

Logan poked at his plate. "Yeah, well it was different with me-"

Sabretooth grinned again. "Do tell. It must have been hot, to turn you out."

"Sheesh. Pete's raw sex, wrapped in velvet. I called myself fighting him and ended up screwing him."

The lion man sniffed. "Yeah, his sex is mixed with yours. You need another shower."

Logan laughed, thinking. This type of conversation was impossible with anyone save Sabretooth. Sharing animal nature made such discussions easy.

"You're right. Hell, I'm still turned on! If it weren't for his situation, I might go back for seconds."

"How big is he?" Sabretooth leered. "Got a great body-"

"Freak." Wolverine growled, still smirking. "Let's just say...he's packin'. Tastes good, too."

Sabretooth knashed his teeth. "Maybe I'll pay him a visit, heh. You never know."

"I ain't into pile-ons, kitty."

"I wasn't talking about your fuzzy ass. But Pete's got me curious."

"That's not the kind of pile-on I'm talking about. Mess with Pete, and you can count on fighting Storm and Gambit."

"They don't scare me."

"Look, I don't feel like breaking up more brawls. There's enough going on around here already."

"What about his treatment?"

"They need Pete to change, so a serum can be made from his spider form."

"Sounds risky to me. How are they gonna hold him still?"

Logan sighed. "That's why we're on standby. If it gets bad they can use a neural stunner or force field again."

Sabretooth shrugged. "Ah, keep it simple I say. A little wrasslin' never hurt anybody. Besides, I don't buy that he's strong as the Thing."

"From what I've seen, that's pretty accurate. But-"

Their conversation was cut short. A high pitched siren blared, vibrating in intensity.

"What the hell?!" both mutants stared about in surprise.

Gambit leaped to his feet, slapping on some clothes. He dreaded this.

/It's on. Hope Pete understands what we're tryin' to do./

He raced out, barely taking time to zip his pants. A blur went past him, even faster. Storm.

"Hey, wait up!"

The blonde glanced back as he ran. "Don't have time for slowpokes. Get your ass in gear!!"

"Funny." Gambit sniped as he caught up.

Peter heard the siren also.

/God, that thing is irritating. But why'd it go off?/

He glided through the halls, looking about. /Don't see anything./

Perplexed, he continued his silent trek.

The others stampeded through the complex, preparations at the ready. Xavier took to his personal helipad, Reed in tow.

"Charles, what's going on? Is it Peter?"

"Yes, the psyche sensitive fields worked. But we have to hurry in order to make this work."

Reed adjusted some devices on his belt. "I sent a signal to Hank just in case."

"He's probably on his way already."

Wolverine and Sabretooth had the strangest feeling they were being watched. Some instinct made Logan look up from the table.

"Ah, you wanted to wrestle, cat man? Here's your chance." he pointed.

Sabretooth turned slowly in surprise. "Holy shi-"

A huge spider stood nearby, staring at them with orange eyes. /What are you looking at?/

Wolverine approached cautiously in disbelief. "Uh, Pete?"

The spider chittered, nodding. /Who else? You got a problem?/

Sabretooth gawked. "Damn, this is freaky. What now?"

Logan glanced briefly at his comrade. "We'll have to hold him here-"

More chittering, louder this time. /Be careful what you say!/

Sabretooth watched the pincher mouth move uneasily. "What the hell's he saying?"

"How should I know?! I don't speak spider!"

"That won't be necessary, Logan." a new voice sounded. Xavier and Reed appeared suddenly on the helipad.

The huge arachnid turned to them, clacking. /Well, well. Look who's here./

Xavier spoke to him. "Yes, Peter. How are you feeling?"

More clacking. /Strong, not to mention hungry. I figured there might be something here to eat./

Storm, Gambit and the Beast burst into the cafeteria next. McCoy carried canvas bags over his shoulders.

"Incredible! How'd he get here?!" Hank wondered.

Pete looked in his direction. /I walked, stupid./

Xavier coughed. "That's enough, Peter. Your sarcasm is unecessary."

Storm pulled up. "What did he say?"

Charles shook his head. "It isn't important."

Hank sniffed. "I seem to be everyone's whipping boy. Just remember, I carry cans of Raid on me!"

Peter chittered, not liking the sound of that. /Everyone's a comedian./

Reed leaped from the helipad. "Pete, we need to get the samples now. You'll have to hold still."

Orange eyes watched him. /I want something to eat first./

Gambit went to the spider, patting the round head. "Pete, stay calm, okay? This won't take long."

/I believe you./ the spider leaned against his friend.

"Peter, we made a special nutrient pouch you may like." Xavier stated, hovering above. "Try it and see."

/Oh? Give it to me!/

Sabretooth finally found his voice again. "Say. What's happening here? Aren't you gonna get the samples?"

"In a minute." Hank held out a large package to the spider. It appeared to be a canvas bag.

"What's that, lunch?" Leonine features creased in curiosity.

"Yeah. A special batch I cooked up myself."

The spider abruptly snatched the bag, hooking it with a curved toe claw. Holding it with great precision between front legs, he picked the bag open. Curved jaw teeth made quick work of the contents.

Storm could only stare along with the others. The sight was too bizarre, impossible to process.

Meanwhile Peter chomped away, finishing his meal with gusto. A happy chitter escaped him. /Not bad. Reminds me of brains./

Hank pulled out a long needle."Now comes the hard part."

Xavier nodded. "Gentlemen." the others took various positions around the spider.

Peter shivered, lowering his head. /Wait, what are you doing?/

Gambit noticed, worried. "He's gettin' agitated."

Charles came closer. "I know. Peter, we need spinal fluid first. The needle will only sting a moment."

Loud chattering. /Maybe I should sting some of you!/

"What's goin' on?" Wolverine didn't like the busy jaws.

"Peter's a little unhappy about the needle." Xavier explained.

Reed watched a monitor overhead. "Body temperature is at optimum level for blood samples also."

Hank nodded, moving towards Peter. "Good, we can get everything we need at once."

Sabretooth cracked his knuckles. "Heh, our stinky bug is gettin' twitchy. Maybe I should rock him to sleep."

Peter turned to the lion man aggressively. Surprised by the sudden motion, Sabretooth backed up.

"Hey!!"

/Don't piss me off!!/

"Sabretooth, stop!" Xavier admonished him. "Peter, relax. It won't take long."

Gambit edged up alongside Johnny. "This ain't gonna work. His aura's all screwy."

"If he moves we have to hold him." Storm hissed, keeping his voice low. "There's no choice."

"Something else, Storm. It's got me ticked-"

"Will you two pay attention?!" Reed shouted at them. "Get ready!"

Nodding quickly, the young men crowded the spider. Peter turned again, orange eyes flaring.

/What are you doing?/

In one swift motion Hank sank the needle in deeply, at the base of the skull.

All hell broke loose.

"SKREEAAAHHH!!"

"Grab him!!" Xavier bellowed. Wolverine and Sabretooth pounced first, pinning Peter tightly against the wall. Earsplitting screams from the huge arachnid made containment difficult. Hairy arms struck everywhere, knocking over chairs and tables. Hank managed to jab another needle into a flailing leg.

/Hurts. HURTS!!!/

"Peter!!" Xavier shouted, his voice drowned out from the racket. Storm was knocked into Sabretooth, sending both to the floor. Wolverine held on for dear life, bouncing and banging against the wall. Gambit was literally stepped on as the mass of bodies toppled over him. Furniture crashed everywhere.

Reed stood by a control panel in relative safety. "I can't use the force field with everyone so close!" he shouted to be heard.

Xavier yelled across the room. "Let me try something!" he focused on the titanic struggle nearby.

/Peter, be still! Don't force me to-/

"AGGUGHH!!"

Xavier crumpled, holding his ears in pain. Reed raced to his side.

"Charles!! What happened?!"

"Some sort of...feedback." the elder mutant gasped. "Stabbing pain, white noise in my head."

Gray eyes widened. "His spider sense! When you touched his mind, it reacted to your probe." Reed surmised.

"We've got to stop this, before they destroy the cafeteria!"

The mutants pressed Peter into close quarters. Torch heated the floor around them, preventing the spider from running. Sabretooth tried stunning the arachnid by punching his head repeatedly. Gambit spaced out 'shock touches' of static electricity, dazing his friend. Wolverine used his brute strength to lean into the large body, holding him tight.

All the while, hooked jaws screeched and yawled, clacking.

/Liars!! Get the hell away!!/

The Beast staggered away finally, triumphantly holding up two needles. "Got 'em!"

Xavier nodded quickly. "Get to the lab! We'll hold him here."

"Yeah." Moving slowly, the tattered mutant made his way out.

Reed pulled out a weapon, dismayed. "I'll have to use the sonic gun. Hate to do it, but-"

Xavier was pained, seeing the battle turn again. "I know. But he has to be stopped-"

"SKREEEAAAAACEEEEEECH!!!!"

With one heave, the raging arachnid hurled everyone away. Bodies bounced off walls and floors. Screeching madly, Peter spat acid everywhere. Steaming green liquid burned holes in everything it touched.

Unable to dodge a flying chair, Xavier was struck in the head. Reed grabbed him too late.

"Charles!" there was no response.

Enraged himself, Reed pointed the sonic gun. "Sorry, Peter. This ends now!!"

The round head turned on a pivot, eyes blazing like suns. /The hell it will./ Webbing shot out, snaring Reed in a ball. The shocked scientist couldn't free his arms to fire.

"Peter, don't do this! We can make the serum now."

The pincher mouth clattered insanely. /Whatever./ climbing to the ceiling, he strung the web ball up with Reed in it. The scientist dangled helplessly.

Peter looked around in satisfaction. The cafeteria was a disaster area. Bodies lay everywhere, unconscious.

A quiet chitter. /Good. Now I can go out for awhile./

Crashing through another wall, the spider escaped once more.

Gambit swore he'd died and gone to hell. Little monsters were dancing in his skull, watching his eyes bleed. Blearily he looked up at ceiling lights.

/Whut the??/

Rolling painfully to his side, he looked around. Broken furniture and cracked walls were gouged with holes. One hole in particular was big enough...

"He escaped."

Gambit turned at the gruff voice. Wolverine sat against a wall, eyes puffy and discolored. His lower lip was split.

"Ah kinda figured that."

"Keep your voices down, please." Xavier implored. He'd propped against a broken table. The elder mutant sported a huge knob on his skull above the eyebrow.

Gambit winced at his own pain. "Whole deal's a bust."

"Uuuughh..."

"Storm, you okay?"

The blonde's left eye was shut. "Hell, yeah. Can't remember the last time I had so much fun."

Sabretooth sat crosslegged on the floor. He was missing patches of fur everywhere. "To hell with these fancy plans. Next time, shoot him on sight!"

"Shut up!" Storm yelled, regretting it. His skull rung.

Wolverine rubbed his ears. "I'll kill the next fool that yells. Did Hank get the samples?"

"Yes." Xavier gasped, holding his head.

"I knew this wasn't gonna work." Gambit mumbled, closing his eyes.

"That's enough, Remy. Where's Reed?"

Storm stared at the huge web ball dangling from above. "Holy!!" he pointed weakly. Everyone looked up suddenly.

Xavier's eyes widened. "He's in there!"

Wolverine staggered up. "I'll get him out. Somebody brace me."

Hank addressed everyone a half hour later in the conference area. He couldn't help but smile at the battered group. They all sported various injuries, from bloody noses to swollen eyes and busted lips. Sabretooth resembled an old carpet, his pelt ripped and patchy. Even the normally dignified professor couldn't play down a baseball sized knot up top.

"Another such victory, gentlemen, and we are undone."

"Spare us the corn." Gambit was annoyed. "We gotta go after Pete."

Storm could only see through one eye. "Yeah, why are we sitting around like idiots?"

"Because we can barely move." Wolverine gruffed pointedly. "I don't see you running out of here!"

Xavier still held his head. "I've contacted the others to be on guard."

"That's it?!" Johnny was agitated. "Pete's still out there somewhere!"

"He's not in any immediate danger, nor is anyone else. He merely wished to get away."

"Yeah, but no one else is gonna know that!" Gambit shouted, his nose still bloody. "If the swats get word again-"

Reed was exhausted, his uniform ripped. Normally neat hair was plastered with webbing. "We'll have to contact the local authorities, maybe get a clearance through Nick. Most of the heat should back off."

Xavier nodded. "We'd better get on that, then. Hank, what about the serum?"

McCoy chuckled. "I wonder when you'd get around to me. I've typed both his human and spider dominant gene. Both are cross spliced into synthetic dna."

"But will it make him normal?" Sabretooth wanted to know.

"I'm not certain what you mean by 'normal' but it should stabilize him within hours."

Sabretooth snorted. "It better. I sure ain't goin' through this again. It's gonna take at least three months to get my pelt back!"

Storm glared at him. "So wear a rug."

Sabretooth flexed his claws. "You're asking for it, goldy."

"Knock it off, you two." Wolverine warned them. "We gotta get moving."

Hank watched the bruised men shuffle painfully. "None of you are in any shape to leave."

Reed rubbed a sore leg. "We don't have any choice."

Peter moved like lightning. His directional instincts were honed, pointing him like a beacon to his destination.

/The city is east, about eleven miles or so. Not too great a distance to cover./

The spider glided through thick forest, gradually reaching sub-suburban area. Orange eyes peered in every direction, seeking all shadow and cover. He wanted to make it into town without being seen. Rural houses were spaced well apart, reducing chance of contact.

It wasn't too long before he saw the city skyline. Peter perched against a ranch style fence bordering acres of meadow. He paused, enjoying the sunshine on his back.

/I think it's time for some fun. My way!/

Tipping through tall grass, the huge arachnid headed to town.

Reed, Gambit, Storm and Wolverine piled into a van and headed out. Everyone was irritable from injuries, their mood tense.

Wolverine drove. "Do we have everything, Reed?"

The older man nodded, terse. "I'm not convinced Peter will come back voluntarily. In any case, there won't be a repeat of what happened earlier."

"Meanin' what?" Gambit wanted to know from the back.

Reed rummaged through bags. "This" he held up a sonic gun. "And this, in case of accidents." the second weapon was a neural paralyzer.

Storm cringed a little. "Do you really think we'll need all the hardware?"

"No choice, Johnny. He's too strong for us to hold physically."

Gambit was gloomy. "Ah hate to admit it, but Pete's gotta be stopped. Hard."

"Listen up, everyone." Logan reminded them. "We're assuming Pete won't cooperate. He may surprise us."

Storm shifted in the back, making himself more comfortable. "I'm not convinced. Pete's too unstable as spider."

Gambit had a thought. "Why don't we just give him th' serum when we catch him?"

"No way, too risky." Reed answered quickly. "If he has a bad reaction, we couldn't treat it. He needs to return to the lab."

Gambit closed his eyes, relaxing. "Sounds better than another stupid fight."

Peter approached the city limits, brazenly skittering along the South Bronx overpass. As he crawled up the exit ramp into a small neighborhood, cars immediately crashed and spun out. Rubberneckers pointed at a distance. Shouts and screams echoed everywhere.

The spider was pleased. /Hah. I think they've noticed me./

Inhuman feet clicked over urban concrete, as Peter boldly went along in plain sight. He was in no particular hurry.

The local citizens were in a great hurry, however. They scattered in every direction as the spider approached. Peter walked uncontested through city streets. People kept their distance, staring in fright and disbelief.

A mongrel barked at him cautiously, maintaining distance. Peter hissed at the mutt, jaws clacking. The dog turned tail and ran.

/Coward!/

Looking for more amusement, the huge spider rooted under a parked car and casually turned it over. Scrabbling across the street, he approached a food delivery truck sitting at the crosswalk. The pop-eyed driver dived from the cab and ran from sight.

/Pathetic. Oh, well./

Pushing against the truck with his head, Peter tipped it. The vehicle crashed over on its side with a deafening, hollow sound. Pavement cracked on impact. Burst food containers spilled free, rolling and bouncing into more parked cars.

Peter chittered, his head bouncing in laughter. /That was fun!/

"There it is!!"

He turned at the sound of sirens approaching. /Better go./

With slithering speed he glided away.

The van was fairly quiet, no one being in the mood for small talk. Wolverine was fed up with the silence.

"If you're all gonna sit here like tombstones I may as well turn on the radio."

Reed forced a smile. "Sorry, Logan. Guess we're a little preoccupied."

"Well, brooding ain't gonna change things. Lighten up, all of you. We'll find Pete!"

"Yeah, he's got a point." Storm agreed. "After all, we've got a plan. By this time next week Peter should be his old self again!"

"It's the 'new self' ah worry about." Gambit fidgeted.

"Yeah, well-"

The radio music stopped abruptly. "WE INTERRUPT YOUR PROGRAM FOR A SPECIAL NEWS BULLETIN. KQTZ NEWS REPORTS NEW SIGHTINGS OF THE GIANT SPIDER CREATURE-"

"What??" everyone echoed.

"THE SPIDER WAS SEEN APPROXIMATELY AN HOUR AGO, OFF THE SOUTH BRONX FREEWAY. EYEWITNESSES SAY THE MONSTER IS ONCE AGAIN WREAKING HAVOC AND DESTRUCTION. SEVERAL CARS AND A SERVICE TRUCK HAVE BEEN OVERTURNED. POLICE ARE AT THE SCENE-"

"Mon dieu." Gambit held his head. "It's started already."

"THE CURRENT WHEREABOUTS OF THE CREATURE ARE UNKNOWN. POLICE STRESS ONCE AGAIN THAT CITIZENS STAY IN GROUPS. DO NOT ENGAGE THE SPIDER BY MAKING ANY SUDDEN ACTIONS OR GESTURES. A PRELIMINARY STATEMENT ISSUED FROM THE MAYOR'S OFFICE QUESTIONS THE VALIDITY OF THE SIGHTINGS. CITY HALL SPECULATES THE SUDDEN REAPPEARANCE OF THE SPIDER COINCIDES WITH THE MUTANT AGENDA BILL TO BE PRESENTED TODAY IN CONGRESS. THE POSSIBILITY EXISTS THE SPIDER IS BEING USED AS A FEAR TACTIC-"

Logan made a face. "Morons. They're calling this a conspiracy?!"

"It's incredible." Reed shook his head. "And I'd forgotten about the bill presentation today. They're connecting nothing with nothing."

"POLICE CHIEF WIGGINS HAS ALREADY ISSUED AN OFFICIAL STATEMENT PROMISING CAPTURE. CITIZENS GROUPS ARE FORMING ONCE AGAIN AT VARIOUS CHECKPOINTS, SEEKING ANY UNUSUAL INDIVIDUALS OR ACTIVITY."

"Translation, mutants." Johnny surmised, angry. "The witch hunt is on!"

Reed was grim. "It's a good thing we're going in as regular citizens. There's too much hysteria for my liking."

Gambit snorted. "Beats gettin' shot in the back by some fruitcake."

"Pete's making it worse, too. He's clearly out of control." Wolverine added. "Damn! I wish we could have contained him back at Heidel."

"He caught us off guard by appearing in the cafeteria." Reed supplied. "But I don't understand why Peter didn't activate the warning device. He agreed to do it once he felt the change coming."

Logan was suddenly silent, looking straight ahead at traffic.

Peter continued his brazen, casual stroll through the streets of New York. He webbed several streetlights, ripping them from sidewalks. More cars were turned over. Picking his way through a particularly bad neighborhood, he encountered some resistance for the first time. Street thugs and gangs approached cautiously, swinging chains and broken bottles. Curses filled the air. Peter played on their primal fear of the unknown. Hissing and bobbing, the huge arachnid charged, jaws cracking loudly.

The punks scattered, rattled by the aggressive move. Peter pressed his advantage, skittering after them and spitting web balls. A few turned to throw bottles as they retreated. It was a mistake. With an earsplitting screech, the angry spider fired webbing, snaring several thugs against an alley wall. Clearly panicked, they begged for their lives.

"D-don't eat us, man!"

"Let us go!!"

Peter chittered, approaching them. In horror the youths stared at the clacking claw teeth.

/Don't mess with me./

A ragged young woman with dirty hair glanced at her crew. "You-you see that? Is he tryin' ta talk?"

A chunky man shook his head in fear. "Nah, he's sizin' us up fo' dinner!"

/Don't give me any ideas./

Webbing the screaming youths from head to toe, Peter balled them up before rolling them out into the open. Horrified cries erupted from nearby eyewitnesses. Muffled screams came from inside the web ball.

Peter walked away, leaving them. /Lucky for you I'm in a good mood./

The silence grew oppressive as news reports piled in. Logan turned the radio up a bit.

"AND NOW ANOTHER UPDATE ON THE SPIDER. THE CREATURE HAS BEEN SIGHTED ACROSS SEVERAL LOCATIONS, FROM THE SOUTH BRONX FREEWAY TO GERSHAM ROAD IN UPPER MANHATTAN. POLICE ARE ON THE ALERT. CITIZENS ARE ADVISED THE SPIDER HAS ALREADY ATTACKED HUMANS, FOR THE POSSIBLE PURPOSE OF EATING THEM. SEVERAL YOUTHS WERE FOUND WEBBED BUT UNHARMED."

"God, no." Reed was quiet. "Anything but that."

Logan clenched his jaw. "He may be lost to us now. I tried to help, but now it's too late."

"We don't know that he intended to hurt anyone!" Storm shouted. "Can't you speed up, Logan? Get this bucket moving."

"You want me to drive through other cars? I'm doing all I can!"

"It isn't enough!"

"Maybe Pete finally snapped." Gambit stared out the window, expressionless. "Maybe the spider's too strong."

"Listen up, everyone." Reed was stern. "Until we have facts, there's no reason to assume the worst. I don't care what the news people broadcast. It's their job to make everything sensational."

MJ curled on her bed, eyes pinched shut in pain. News reports blared from the radio in strident tones.

/It's a nightmare. Peter is...that spider again. Hurting people. God, what do I do?/

Fists slammed on the mattress in frustration. "Why, dammit. Why did you have to have powers? Why did you have to be Spiderman?! I hate this!!"

Sobbing, she buried her face in the mattress.

"Ah wish they'd shut up!" Gambit snarled. The news reports were unrelenting.

"We've got trouble." Logan pointed. "Look. There's police checkpoints at the freeway exits. No wonder traffic's all bottled up."

Reed peered past the dashboard. "They're trying to prevent panic. There's more cars coming out of the city than going in!"

"It's a mess, that's for sure." Storm agreed. "Look, they're checking ID!"

"Great. Well, at least we're covered in that department."

Peter wandered along at slow pace. It occurred to him he hadn't eaten.

/Must be something around here, but what?/

He'd made his way to the warehouse district. Clabbering over a security gate, Peter spied a pair of barking dobermans near a booth. The dogs strained at their chains, attempting to get free.

The spider clicked his jaws in anticipation. /Yesss. You'll do fine!/

The Bugle was a madhouse of activity. J Jonah Jameson could barely contain his glee at the latest reports. Robbie Robertson stopped by his office for hard copy approval.

"Well Jonah, looks like our afternoon Edition is hot. Can you believe it, the Spider's back!"

Jameson cackled in delight. "Crazy, isn't it? Things were fairly quiet for couple of days, and now this."

Robbie sat, looking over his notes. "You know what the speculation is coming from the Mayor's office?"

"About this being tied to the mutant agenda? I wonder myself."

"It could be a coincidence-"

Jonah sipped his coffee, grinning. "I doubt it. It's mighty strange that the thing gets loose after every mutant rally. Then their leaders deny involvement and disappear."

Robbie tapped a pencil, thinking. "It does seem suspicious, I'll admit. But would the mutants do anything to harm the population in general? It wouldn't help their case any."

"Maybe not, but think of the dividends. Psychological war! Terrify the humans, intimidate them into changing the bill. The vote is hung, so I hear."

"Not good, but it's early. We both know the senate could take months to break a deadlock."

"The city won't put up with these attacks that long. Any break on that character last seen with the spider?"

"A blank. Just speculation that it's one of the X-men, but that covers a lot of territory these days."

Jonah stirred his coffee. "Yeah, those freaks really stick together."

The van was jammed in hopeless traffic. Miles of freeway crawled to a standstill. Horns honked impatiently, as stalled citizens expressed frustration.

Logan rested his chin in his hands. "Sh-. I oughta just turn off the ignition."

Reed sighed. "We seem to be going nowhere fast, that's for sure."

"Stuck with news reports for entertainment." Johnny reminded them. "Look at all the cops! You think everyone knows about Pete yet?"

Gambit craned his neck, staring. "Probably. Looks to me like half of 'em are tryin' to get the hell out. Dude over there abandoned his car, but the cops gave him a ticket."

Logan couldn't help but laugh. "Stupid. Where's he gonna go-"

The radio crackled, blaring again. "BULLETIN, NEWS AT NOON. KQTZ NEWS REPORTS LATEST UPDATE ON SPIDER MONSTER. THE CREATURE CONTINUES TO TERRORIZE CITIZENS, BLAZING A PATH OF FEAR AND CHAOS. NEIGHBORHOODS FROM WEST 118TH STREET IN THE BRONX REPORT MASSIVE DESTRUCTION OF CITY PROPERTY. POLICE ARE ON THE SCENE INVESTIGATING. THE CREATURE'S ERRATIC PATH IS MAKING CAPTURE DIFFICULT, CITY OFFICIALS SAY. WAIT, WE HAVE A BREAKING STORY-"

"I don't wanna hear it." Logan griped. "Can't be any good-"

"THIS JUST IN. POLICE ARE AT THE HENDERSON PHARMACEUTICAL WAREHOUSE, ON THIRTY THIRD WESTWOOD AVENUE NORTH. SEVERAL SECURITY GATES WERE DISCOVERED BENT AND BROKEN, COVERED BY SECTIONS OF WEBBING. TWO GUARD DOGS WERE FOUND DEAD, THEIR SKULLS CRUSHED AND BODIES SUCKED DRY. THE HUSKS WERE DISCOVERED IN A NEARBY ALLEY. THE GRUESOME ATTACK HAS POLICE SWEARING ACTION AND SWIFT CAPTURE OF THE SPIDER. SPECIAL TASK FORCES ARE SETTING UP LOCATIONS AROUND THE CITY."

Storm blinked, stunned. "Westwood Avenue?! How the hell did he get there so fast? It's way on the other end of town!"

"He's all over the place." Gambit was gloomy. "There's gotta be a way to isolate him somewhere!"

Reed turned the radio down momentarily. "Ironically, these news reports may help. Peter's too swift to run after, but if we can pinpoint a recent location there's hope."

Wolverine wasn't convinced. "Yeah, but he moves constantly. We need to think like a spider would."

"Hmm...that gives me an idea." Reed hit his cell phone.

"Charles, you read me?"

zzzp. /Reed, is that you? What's happening!/

"Have you been listening to the latest?"

zzzp. /There isn't any other news. Have you found Peter yet?/

"No, we're stuck in traffic just outside the city."

zzzp. /I heard about the checkpoints. Time is of the essence, Reed. The longer Peter retains that form, the more he forgets his humanity./

A pause. "We've considered that possibility. The arachnid psychology workup we did...was there anything included on daily behavior?"

zzzp. /Ah, I see where you're going./

"We don't want to be chasing in all this chaos. Normally, what would a spider do in his situation?"

zzzp. /After hunting, spiders find a quiet area to rest. Usually a nest is created at an elevated location./

Storm was annoyed. "If you tell us he's gonna climb the empire state building like King Kong, I'm outta here."

Gambit agreed. "Does seem hard to picture. But where's 'up' in New York? The whole damn city has skyscrapers."

Xavier chuckled over the phone. zzzp. /Nothing quite so dramatic, I hope. It would have to be relatively open, in order to support a web./

Reed mulled that over. "Doesn't give us many options. But at least it eliminates needless searching."

zzzp. /Why aren't you watching the news instead of listening to the radio?/

Reed glanced at everyone in confusion. "What are you talking about? This van isn't equipped with a screen-"

zzzp. /It is. Haven't you noticed the double panel up front? Hit the red bar./

"And here I thought it was excess dashboard."

zzzp. /No. Seeing a visual might help you reach Peter quicker, and give clues about his behavior./

"Makes sense, with all the hysteria going on." Storm agreed. "I've had my fill of media distortions lately."

Wolverine snickered. "Oh, you mean the rooftop scandal?"

Gambit coughed loudly.

Johnny wasn't amused. "Can it, Logan. I seem to remember some pictures of you a couple years ago-"

"Watch your mouth, boy. It isn't the same."

"Some people got no room to talk, if you ask me." Gambit piped up. Wolverine stared at him in surprise.

"Gentlemen, enough squabbling." Reed reminded them. "Peter needs us."

Mumbling, the men agreed. Xavier broke into their conversation once more.

zzzp. /We've secured an area here Peter won't break out of. Hank has all the preparations in order./

"Good." Reed nodded. "We'll contact you when we have news."

Storm nudged Gambit, curiosity overtaking anger. "What did you mean with Logan?" he whispered.

Red eyes blazed straight ahead. "Let's just say stuff happens. I'll tell you about it later."

The scene was much the same everywhere Peter wandered. Screams and curses. People running or throwing things. Police sirens, near escapes. Random gunshots, badly aimed.

The gaudy arachnid scuttled down a shaded alley. /Can't anyone be quiet? The whole damn city is insane./

"EEEEEEHHHHGH. SPIDERRRR!!!"

Peter turned at the shrill voice. A shopkeeper stood at the alley entranceway, carrying a large box of trash.

Clacking, Peter moved at him. /You want to scream? I'll give you something to scream about!!/

The man dropped his box. "Go back to the sewers, you freak!" he hurled a liquor bottle, clipping Peter across his back. Screeching in pain and anger, the huge spider charged, jaw teeth cracking.

The shopkeeper ran like a madman out of the alley, shouting for help. Blinded by rage, Peter lost his brief cover of safety in pursuit. He realized his mistake seconds later.

Three squad cars sped towards them, sirens blaring. More locals scattered, adding to the chaotic scene. The shopkeeper flagged down the police, pointing and jabbering.

Peter halted in his tracks momentarily. /Shit. It's the heat!/

He abruptly changed direction, scrabbling into a nearby intersection. A car nearly hit him head on before spinning out. A police officer ran on foot nearby, suddenly squatting behind a parked car. It didn't take a genius to figure his intent. Moving with inhuman speed, the spider threw a toeline across the intersection, skittering across it. Bullets whizzed past as shots were fired. More police arrived, diverting traffic as others closed the block in a phalanx.

Peter knew that despite his speed, sooner or later he'd get hit. Nimbly dodging shots as he sensed them, he quickly wove a web shield. Bullets cracked, hitting the shield with dull noise. Shouts of alarm and surprise filled the air.

/Gotta get out of here!/

Looking for a diversion, Peter found one. Firing more webbing, he pulled down a power line nearby. Everyone retreated as the charged post crackled and fell over, sizzling with electrical overload. Live, loose cable hung dangerously low to pedestrians and traffic.

Peter used the confusion and withdrawal to escape, wasting no time. He climbed a nearby apartment building and was gone in an instant.

Logan and the others finally got within city limits, concern growing with escalating police activity.

"Looks like those calls we put in helped somewhat." Reed broke the quiet.

"I don't follow you." Wolverine kept his eyes straight ahead as he drove. "What calls?"

Reed pointed at the tv screen. "No swats or shield, only locals. We asked Nick if he could keep some of the heat at bay."

"So far so good. But for how long?"

Storm interrupted. "Hold up, there's another bulletin."

"NEWS STORMWATCH AT TWO. POLICE NOW REPORT STARTLING NEW EVIDENCE REGARDING THE SPIDER, IN ADDITION TO ANOTHER SIGHTING. LIVE AT THE MAYOR'S OFFICE, POLICE CHIEF WIGGINS IS HOLDING A PRESS CONFERENCE. WE SWITCH YOU OVER-"

The hassled Police Chief stood in front of a gaggle of reporters, as photos were snapped. A lieutenant stood at his side.

["Ladies and gentlemen, I'll address your questions briefly. Please keep your inquiries to the point."]

More flashbulbs went off. Reporters burst out with questions.

["You first."]

["Chief Wiggins, do you plan on killing the spider?"]

["We'll do whatever is necessary to protect our citizens."]

["Does your department suspect a mutant conspiracy behind these attacks?"]

["We're looking into the possibility. A few of the locals have been questioned. Next."]

Another reporter stood. ["Is there any truth to the rumor that a cab driver was eaten earlier today?"]

"What. Are they crazy?!" Gambit blurted, staring at the screen. "Peter didn't eat nobody. Stupid goobers-"

"SHH!!" Reed waved him to quiet, watching intently.

["That is absolutely false. No humans have been eaten."]

["Will you order a general evacuation of the city?"]

Wiggins held his hands up in exasperation. ["No such measures are deemed necessary at this time. We have several leads on the Spider's location."]

["Why is your department having such a difficult time capturing the Spider?"]

["The creature shifts location constantly then abruptly disappears. We're forming a grid of containment he can't escape from."]

["Are you-"]

["Ladies and gentlemen, the question segment of this conference is over. However, I have a statement to read regarding the spider."]

A pause as the chief read from a folder. ["We've been working in cooperation with local zoologists on arachnid behavior. Aspects of the creature's mindset don't follow typical spider behavior, which has experts baffled. We have mounting evidence that the spider is sentient and aware, despite outward appearance. The attacks have been premeditated in virtually every circumstance. Earlier this afternoon the creature formed a shield of protection against firearms. Before escaping it created a diversion by pulling down powerlines."]

The news conference erupted. Wolverine whistled, shaking his head. "The party's started. Bring your own bullets."

"Not just for Pete." Gambit warned. "Every goon with a gun will be out lookin' for target practice."

Reed was tightlipped. "We need a location for that last sighting. If they-"

"Look, they're showing it now!"

"WE CAP THIS REPORT WITH AMAZING FOOTAGE OF THE SPIDER'S LAST APPEARANCE. THE CREATURE'S BEHAVIOR SUPPORTS MOUNTING EVIDENCE OF CUNNING AND INTELLIGENCE. IT ELUDED A PITCHED FIREFIGHT WITH LOCAL POLICE EARLIER AT 53RD AVENUE AND MADISON SQUARE ROAD."

"Madison Square?" Logan bellowed. "That's not twenty minutes from here."

"Hit it!" Reed shouted. Flooring it, Wolverine tossed everyone forward.

Peter found brief respite in a large storage bin by the waterfront. After resting a bit, he stretched his legs. Peering about cautiously, he decided a lower profile was the way to go. Skuttling along less travelled streets, he paused about a hundred yards from the waterfront.

/Where to go? All this moving around has me beat./

Peter noticed the perfect perch half a mile away. The fact that it was a famous location appealed to him greatly. Suddenly inspired, the huge spider clambered down another alley. He had an idea.

A nondescript van arrived at slow speed to a chaotic scene. Repair crews were fixing downed power lines. The fire department likewise was busy, attending those with minor injuries. Police had cordioned off the area. Rubberneckers stood at the fringe, pointing and talking.

Logan eased the vehicle to a relatively quiet corner. "We're too late."

"It was expected." Reed responded, peering out the window. "But maybe someone saw something, or knows where Peter went."

"How can we ask anybody without drawing suspicion?" Johnny wanted to know.

"Very carefully. I'll go out and mingle casually, and make conversation."

"I don't like it." Logan was gruff. "Too risky. We're better off sitting at a neutral location and waiting for another report-"

Gambit started. "Uh oh. Front and center." he pointed out the window. Two police officers were strolling their way.

Reed held a straight face. "Okay, everybody. Just play it cool, you know the drill."

One policeman tapped the glass window on Logan's side. The burly mutant put on an innocent expression, rolling it down.

"Howdy, officer."

The freckled, sunburned face frowned. "We noticed your van sitting here. This area is cordioned off to the public."

Logan shrugged. "Well, we just blundered in here. Wondered what all the excitement was."

The other officer went to Reed's side, peering in the back. Gambit and Storm smiled, nodded.

"We'll need to see some ID."

"Sir, we aren't doing anything illegal." Reed appeared to protest.

"That remains to be seen. ID, please."

The men handed over photo cards. Keen eyes looked them over briefly. "Robert Talson, Ken Morrison, Steve Talson, Rick Newberg."

"That's right." Logan grinned openly. "We were on a delivery break, and heard news of the spider. Just happened to be in the area."

"Interesting. What company are you with?"

"Helios Floral service-"

Both officers stared hard inside the van. Gambit and Storm fidgeted, trying to appear normal. The second officer kept watching Gambit.

"Step outside the van, please."

"Sir, is there a problem?" Reed wanted to know.

"Maybe. Come outside while we check these IDs."

"Damn." Johnny mumbled as they climbed out.

Peter reflected that being spider wasn't so bad. Creeping under an overpass, he took the short route to his newfound perch. Thin toe hooks found purchase in shoreline mud as he neared a girder. Curved jaw teeth clicked happily in anticipation.

/Lot of worms down here. Takes too many to make a meal, though./

Noisy traffic thundered overhead, rattling the ground Peter stood on. Orange eyes looked up, taking in a huge superstructure. A daunting task to anyone not spider. For him it was merely fun.

And he changed his mind about the worms, picking them from the soil with great precision. A tasty snack before resting.

The edgy group stood waiting while the policemen checked their ID.

"Ah don't like this." Gambit murmured. "Why'd they pull us out?"

"Be cool, okay?" Wolverine reminded him. "If we don't give 'em reason to suspect us, they'll let us go."

Storm watched the officers intently at their squad car. "Something's off. The short one keeps looking at Gambit like he knows something."

Reed paled. "I just realized something. The videotape the Bugle broadcasted! Remy was on it-"

"Shit." Gambit cursed. "This thing's blown."

"Maybe not." Johnny disagreed. "It was twilight when the tape was done. You couldn't make out features that well, only outlines."

"Answers coming." Logan stared at the officers again as they approached. The freckled one spoke first.

'Your IDs check out. You can get back into your vehicle."

"Great." Reed forced a smile as the others piled in. Logan turned the key to the ignition, but the redheaded officer stopped him.

"I said your IDs check out. We don't buy your story about working for a florist. There's no landscaping equipment or supplies of any kind in this van. More to the point, its completely unmarked."

"We ah...deliver only." Johnny attempted, smiling wide.

The officer wasn't amused. "That's lame. We'll cut you a break this one time. Show up again we'll bust you. Got it?!"

"Yes, sir." they all echoed.

"Good. Now get your asses out of here."

J Jonah Jameson grinned in delight. He walked the halls, noting the bustling activity. The late afternoon shift hustled calls for any tips on the spider. Gophers scuttled about madly, getting coffee and food. Junior editors barked revisions at reporters.

Something was missing. Or rather, someone.

Robbie Robertson approached him. "I know that look."

Jameson snorted. "Where's Parker? He sick again?!"

"His aunt called yesterday. Seems like he has scarlet fever. The doctors are advising he stay away-"

"I know all about scarlet fever! We don't need that here, its worse than a plague."

"Anyway, I asked her where he was being treated. She wouldn't say."

"Strange family. Why the secrecy?"

A shrug. "Who knows? Some people are excessively private. He wouldn't have visitors anyway while under quarantine."

"Well he better get his butt in here by next week."

A gopher burst into the editoral room, waving wildly. "It's the spider!!" he bellowed, face flushed.

Everyone stopped in their tracks, shouting at once. Jameson waved them to quiet.

"Knock it off! Dirk, get over here. Stop yelling!"

The youth dashed over. 'News, boss-"

Jameson glared. "What do you mean, 'its the spider?'"

"Classmate of mine at Southview Campus saw the spider, along with everyone else outside."

"Where?!"

"On the Brooklyn Bridge!!"

Jameson's eyes lit up. "Robbie-"

"On it!" Robertson dashed off to get crews.

"Thank heaven for false bottoms." Reed sighed. "The equipment for Peter would have raised too many questions."

Johnny clicked stations on the viewscreen. "It's a miracle we weren't taken in. No one in his right mind drives an unmarked van into a police scene!"

"So sue the Prof." Logan griped. "I'm not responsible for artistic details."

Gambit watched the screen as Storm switched stations. "Wait, stop doin' that. I think I saw something!"

"EXCLUSIVE NEWS BREAK. YOU ARE LOOKING AT LIVE COVERAGE. THIS IS SANDI HENDERSON OF CHANNEL 23 RTZZ REPORTING. THE SPIDER HAS REAPPEARED, PERCHING ATOP THE BROOKLYN BRIDGE. POLICE AND INVESTIGATORS ARE RACING TO THE SCENE AS WE SPEAK. THE CREATURE HAS SPUN A GIANT WEB OVER THE SUPERSTRUCTURE AND APPEARS MOTIONLESS ON A TOP GIRDER-"

Everyone was stunned to silence, staring. Reed was amazed. "Good God. Look at him! He's trussed the bridge up in webline."

Gambit was awed also. "Ain't never seen anything like that. It's like somethin' out of a movie."

Storm blinked. "Peter's just...hanging there. But this is our chance!"

"Let's crash the party!" Logan floored it, throwing everyone around again.

Peter was happy, content. Mild, moist breezes brushed his leg hairs, tickling. The sun was warm on his back. Seagulls squawked everywhere, circling at a short distance. He was sleepy, and full of tasty worms. Life was good.

Life wasn't so pleasant below. Traffic had stalled in hopeless gridlock, as gawkers stared from their cars. News media had arrived on the scene, equipment and vans adding to the snarl. Police found their efforts stalled by congestion and confusion.

The spider dangled, amused. /Worse than ants. Loud and silly!/

Horns honked madly. Peter chittered, laughing to himself.

/Spider Power!!/

A nondescript van screeched to a halt on a blocked expressway turn. The bridge was in plain sight.

"I see him!" Storm bellowed, excited. "Pull over, Logan. I'm flying out!"

"And then what, fool? Can you handle him alone?" Wolverine snapped. "Not to mention blowing our cover!"

Gambit nearly climbed out himself. "No, he's right. We can't keep doin' this. Pete's gonna get shot by somebody, and we gotta get to him first!"

Reed prepared the equipment. "Listen, both of you. We can't just rush out all hot. We need a plan-"

"To hell with plans! I'm going. You can do what you want."

Reed shoved him back. "What's your problem? Say you fly to him. How do you get him down?!"

"I-"

"If he refuses to come, are you prepared to fight? Because I guarantee you'll have to!"

"We ain't tryin' to fight Pete!" Gambit was angry. "But sittin' here won't accomplish anything."

"Fools!!"

Wolverine stuck his head out the window, looking up. "We're gonna have to cut the hissy fit short. Pete's got trouble, big trouble."

The others stared as well, forgetting their argument. A small cluster of helicopters came into view.

"Those are military." Logan squinted. "Damn, it's on."

"No more talk!" Gambit bounded out. Storm nearly tumbled after him, flaming on. Reed yelled in frustration as they moved off.

"Come back here, you idiots! What do you think you're doing?!"

Peter watched the chaos below as he hung suspended in clear view. A sound that wasn't echoed in his mind.

/Spider./

What? Who's here?!

/You already know. Turn and see!/

The round head turned on a pivot. A slinky, liquid form oozed up a girder.

Curved jaw teeth clacked. Venom? You can speak with me as spider?

Venom solidified, taking shape. Wild white eyes looked off a distance. "Must we say it a thousand times, spider? We are part of you, regardless of shape. But now isn't the time for small talk."

Peter agreed, seeing the choppers. I can't find a quiet spot anywhere. Why won't these idiots leave me alone?

"Flee, Peter. We'll deal with those."

A loud chitter. No killing! Just keep them busy.

Venom sloshed his tongue, snickering. "Who said anything about killing? Now get going! We have an idea."

The spider nodded, then paused. In the distance he saw a bright, flaming shape.

That looks like Johnny!

Venom also saw. "He'll be in the way. But enough, you must flee!"

I'm outta here. Peter skuttled onto the highest girder and bounded into the clear. A long filament draped behind him, blooming into a pouch.

Far below, thousands gasped in awe at the stunning sight. Media cameras captured the strange sequence of events on live feed. The spider had parachuted away from the bridge, floating out of sight.

Venom cackled, stretching and shifting. Arms and legs lengthened as his body compacted and reformed. Seconds later another huge arachnid perched on the bridge, laughing madly at the approaching copters.

Spider, spider, who's got the spider?!

Storm nearly pulled a muscle as he closed on the bizarre scene. Pausing in confusion, he stared at a 'spider' on the bridge. Further off he saw another shape with a parachute, rapidly becoming smaller. The choppers likewise appeared uncertain.

"What the hell?!" the blonde frowned. "That spider isn't Peter!"

Below, shouts and screams were heard. Police desperately tried to contain citizens who abandoned their vehicles. Media reporters were literally tripping over each other for the best story angle. Horns continued to honk insanely.

Meanwhile, Gambit went on foot as best he could. Running down a shoreline bank, he paused at a bridge support beam.

"How to get Peter down? Ah can't climb up, but-"

Snapping his fingers, the smiling cajun suddenly had an idea. He pressed both hands against the huge steel support, charging it with red energy. It quickly travelled upward, giving the bridge a strange glow.

"Let's see what shakes loose."

Reed was furious, fuming alongside Wolverine in the van.

"I don't understand them, Logan. They're making the situation worse!"

"Hotheads, Reed. They think with their passions, not their brains."

Richards watched the viewscreen. "Even I can't stretch enough to top a bridge. And Gambit can't even fly! They're loose cannons with no plan."

The burly mutant frowned. "This is a zoo. It could be hours before we're even moving again! And Pete's taken a powder."

"Clever boy, I must admit. Spiders are known to parachute."

Logan poked his head out the window again, looking up. "Hope Johnny doesn't do anything stupid."

The helicopters approached cautiously, turrets pointed. Venom didn't like it.

So, you want to play?

One chopper fired a small rocket. A flailing tendril escaped the 'spider,' knocking it away. Off course, the missle exploded over the river.

Try again, boys. But you only get one chance!

More rockets fired. Venom spun an expanding webline, snaring them. They exploded in a fiery cluster. Concussive force pushed the choppers back.

Can't handle your own toys? Too bad! with an unearthly screech, the inky black arachnid leaped onto the nearest machine. The pilot panicked as his copter teetered from extra weight. Venom webbed the blades, causing the engine to stall. He leaped away as the helicopter careened into the river. The pilot bailed out just in time.

Bye bye, sucker!

Storm approached like a shot. The remaining helicopters hovered, backing away a bit.

"You aren't Peter!!" he shouted at the black spider.

The inky shape laughed, dangling on a huge webline. Hello. It's nice to meet old friends!

The flaming figure paused again. "Venom?!"

One and the same. Peter's safe, by the way-

A voice blared through loudspeakers. "MUTANTS. SURRENDER AND LAND AGROUND."

Johnny nearly laughed. "Surrender? Are they kidding?!"

The black spider clambered onto another girder. They'd better be.

Storm turned, shouting. "Hey! Don't you know-"

"THIS IS YOUR FINAL CHANCE. SURRENDER AND LAND AGROUND OR WE OPEN FIRE."

SKREEAAAHHH!!

"What the hell?!" Storm turned at the bizarre wail. Venom suddenly dropped like a stone, straight for the river. Johnny dove after him.

Under the main bridge span Gambit looked out in confusion, hearing the command to surrender. Suddenly a dark shape plopped into the mud not thirty feet away.

"Huh?!" he gawked at a huge black spider, flailing in thick soil. Enraged, the creature finally flipped itself over, shaking loose mud free.

What asshole gave us a hotfoot?! the spider demanded. We nearly landed on our head!

Gambit bounded down the bank to him. "It wouldn't have hurt nothin'. Why are you shaped like spider, Venom?"

Stop babbling, mutant.

Red eyes flared. "Okay, smartass. Where's Peter?!"

Safe, and away from here.

"Where, dammit!"

The spider shook his forelegs. How should we know? He parachuted across the river. Feel free to swim after him!

"Stupid symbiote!"

A blazing shape suddenly swooped low. "Remy! That's Venom-"

"Ah know, Storm. But-"

"MUTANTS BELOW THE BRIDGE. THIS IS YOUR FINAL CHANCE. COME OUT AND SURRENDER OR WE OPEN FIRE."

Johnny nearly smiled as he landed into shadow. "Yeah, right. Like they're gonna open fire on the Brooklyn bridge."

Gambit wasn't so sure. "Ah wouldn't push it. We gotta move, this place is hot as a firecracker!"

The dark spider snickered. Goodbye, darlings. If you ever have a three way with spider, give us a call. We love pile ons!

The 'spider' turned to shadow and was gone instantly.

Storm glared at the retreating figure. "Nasty piece of-"

Gambit shook his head. "Damn, that's funky. But we need a plan, Storm. Like yesterday!"

The water surface grew increasingly choppy as the helicopters closed, lowering below the bridge.

"Can you make a diversion, Gambit? I think I can carry you."

The cajun was inspired. "Can do better than that, Storm. I'll jam their electronic systems. Just enough to force 'em to land."

"Get ready."

Gambit nodded, then brazenly stepped into the open. The copters trained on him at the shoreline.

"MUTANT, STAND CLEAR AND SURRENDER."

"Y'all wearing that out." Gambit stopped in challenge, glaring up. Raising his arms he sent out an electrical field. Red energy enveloped the noisy machines, forcing them to stall briefly. They wobbled as systems malfunctioned.

Storm seized the opportunity. Sprinting out behind Gambit, he grabbed his fellow mutant and took to the skies.

An agitated Reed and Wolverine watched from their vantage point on the next exit turn. They'd managed to weave their way out of the congestion and chaos. Logan perched atop the van, squinting in the distance.

"Stupid, stupid. Always thinking with their dicks."

Reed coughed, leaning against the driver door. "I hope I understood you correctly."

"Maybe. Maybe not."

Reed sighed. "We'll have to catch up to them later. It's been a long day."

Logan pulled his chin in thought. "Makes more sense to stay in the city tonight. Pete could revert, or show up somewhere."

"It's possible. But something's escaped us in all this craziness."

"What's that?"

"This is the longest Peter has retained that form. Not a good sign."

The afternoon sun nearly sank below the skyline when Peter ended his strange flight. He landed gently on an apartment roof, parachute billowing behind him. For once it was relatively quiet, leaving the spider to his thoughts.

/This looks like a good spot to settle for the night. No catwalk, and plenty of room to make a bed./

Peter turned alertly, hearing rats shuffle nearby. He smiled to himself.

/Heh. Buffet style!/

"Storm, ain't you flyin' kinda low to the water? Not that ah'm complaining." Gambit eyed the river surface, barely twenty feet below.

"Remy, we're gonna have to take a dive. There's no way I can be seen flying overhead holding you. What little cover we have would be blown for sure."

"What the hell are you sayin'? That we do a bellywhop at sixty miles an hour?!"

"No. When we're just off the Jersey shore I'll drop you in."

"What about you?"

"I'll dive under and swim in. Now look ahead, we're nearly there!"

Gambit climbed out of the water, cursing. "Stupid idea."

A splash behind him as Johnny waded up. "Hardly. It worked, didn't it? We got away clean with our identities intact."

The red haired mutant pulled off his drenched coat, plopping down on brown sand. "Don't know about all that. The swats got a good look at me."

Johnny wrung his soggy pant legs. "You'd be surprised at what they don't see through all that turret glass. Venom being there surely caused confusion."

"They ain't the only ones confused. Why was he even around?"

Storm sat next to him, shaking water from his shoes. "Who can figure that freak? The only thing constant is his obsession for Peter."

Gambit glanced off. "Seems to be a common problem around here."

"Is that a shot?"

A sigh. "Non. Just statin' a fact, you know? Not just you and me."

The blonde blinked. "Say what?"

"It ain't love, I know that. Still..."

"If this is a proposal, it needs work."

"Fool! I'm talkin' about what happened earlier with Pete."

"Wait. You were going to tell me something before-"

Red eyes glowed with barely hidden fury. "It's about Pete and Wolverine. They were together. Don't know exactly when, but ah'll bet anything it was last night."

Storm nearly jumped up. "Hell no! No way. He's not Peter's type!!"

"But remember, Pete wasn't...right the other day. He was hittin' on everybody."

A pause. "It was pretty bizarre. But under any other circumstances..."

Gambit grinned wickedly. "Ah know where you're goin'. Had the same thought myself."

Storm still couldn't believe. "What makes you say they were together?"

"Their auras were tangled after Pete appeared in the cafeteria. Based on what I saw, they had some party."

"I'll cram those claws down his hairy throat." Storm swore. "Pete wouldn't sleep with that unless he were persuaded somehow."

Gambit brushed sand from his legs. "It was an animal thing. Problem is, ah think Logan wants it to continue more than Peter does."

Crystal blue eyes went wide. "Are you telling me Logan's in love with him?!"

Gambit waved for him to calm down. "Ah ain't sayin' nothing like that! But he clearly got turned out."

"I thought Wolverine was straight-"

"He is. Get th' point? It's Pete's spider...it's like the spike in his hormones. Drives everybody crazy."

Torch appeared uncomfortable. "Like us."

'Uh, well..."

"I've often wondered why my emotions get so out of control around Pete, more so than anyone else."

"You have a reputation of bein' a hothead."

The blonde shook his head. "So do you, but this is more than that. When I'm near him I go a hundred miles an hour...is this making sense?"

Gambit was glum. "Yeah. It's like being a hot wire with no damper. Pete does that t' people."

"No wonder the Professor thinks we're nuts."

Gambit glanced around. "To him, everyone's flaky." red eyes stared into space.

"What's wrong?" Storm wanted to know, looking everywhere.

"Well, HELOOO, there!" a lisping voice sounded.

Johnny turned as two men approached. "What the hell?!"

Gambit whispered in his ear. "Shit. Two old queens, just what we need."

Reed and Logan settled at a modest hotel in lower Manhattan. A budget dinner of burgers and fries satisfied their hunger, but not their curiosity.

"Wanna play cards, Reed?"

"Later. Check out these news reports."

The burly mutant scratched himself, plopping into a side chair. "What, more people screaming and running? I think we've seen enough of that."

"No, this is worse I'm afraid. Look who's downtown!"

"Huh?!" Logan stared at the screen, not believing. "What...Eric?!"

"AND NOW THE EVENING NEWS EDITION, KTTZ-TV. THE NOTORIOUS MUTANT LEADER MAGNETO AKA ERIC LESCHNER APPEARED DOWNTOWN EARLIER TODAY PER REQUEST BY THE MAYOR'S OFFICE. THE MUTANT KING DENIES ANY INVOLVEMENT WITH THE SPIDER. RUMOR HAS IT MAGNETO IS STRONGLY AGAINST PROPOSED CELL TESTING OF TARGETED INDIVIDUALS. HIS CONTROVERSIAL VIEWS REGARDING MUTANTS IN SOCIETY ARE WELL DOCUMENTED. WE SWITCH YOU TO THE MAYOR'S MANSION, WHERE MAGNETO APPEARED OUTSIDE."

Logan sniffed. "'Mutant King' my ass."

Reed couldn't stifle a laugh. "It is a bit over the top. I think Peter is the universal butterfly."

"Hah? I don't get you."

"You know, the 'chaos principle?' If a butterfly flaps his wings on the other end of the universe..."

"Oh, I get it. Events following each other, like a domino effect. But this is crazy, Reed."

"Cause and effect." Reed sighed, biting into another burger. "They still connect nothing with everything, and anything with something."

"You mind sayin' that again?"

"I don't think I could. But wait, look at this. Seems like our 'mutant king' is holding court."

Logan laughed. "Yeah, he's all bent outta shape. I kinda like seeing his stuck up ass in a screw."

Reed pointed the remote. "I'll turn the sound up. This should be good."

The scene switched from a news anchor at studio to the mayor's mansion. The harried Magneto appeared in an exquisitely tailored gray suit. His thick white hair was in disarray, face flushed red. Reporters pressed in from all sides, hurling questions erratically. Flashbulbs popped constantly, forcing the elder mutant to shield his eyes.

[Sir, what happened in the Mayor's office today?]

[Not much. We talked about the weather and giant spiders.]

Laughter. Another reporter poked a mike into the air.

[Why does the spider appear only after mutant rallies? Is he under orders?]

[What's with you people? I have no knowledge of the creature.]

Still another reporter. [Is it true you plan a demonstration when the mutant bill is passed through congress?]

[Some may decide to do that. It's their choice, not mine.]

[With all due respect, sir. We know you head a more radical group of mutants. If the decision goes against you, will we see more of the spider?]

[Are you even listening to what I say? I have no truck with the thing.]

[Is the creature a relative of yours? Is that why you're protecting it?]

[You're an idiot.]

[Will there be retailiation for recent events in which known mutants were shot?]

[It seems the authorities are more interested in a wayward arachnid than innocent citizens being hurt.]

[But the atrocities committed by the spider-]

[Clearing the streets of stray dogs and alley cats prevents rabies and other diseases.]

Wolverine stuttered. "What game is he playing? He's making us look worse in the eyes of the public, like we're all in this together!"

Reed nodded in appreciation. "Typical Magneto. I believe he's looking to instigate more fear and hysteria."

"What the hell for? Mutants are getting shot by vigilantes right and left!"

Gray eyes narrowed. "I don't pretend to understand how his mind works, but typically he looks for confrontations. Subtlety has never been his forte."

"Nah. But look, they're still going at it."

[Sir, what about the second spider? Is it related to the first one?]

[What second spider?]

Murmurs and uproar. [The black spider seen beneath Brooklyn bridge this afternoon. It appeared after the first spider escaped.]

[This is the first I've heard of it.]

[Two mutants were seen with the other spider. Any speculation on their identity, sir?]

[Probably renegades. I have no idea.]

[Were they under orders to release another spider?]

The elder mutant pushed through the crowd, flustered and angry. [I've had enough of you people and these idiotic questions. This interview is over!]

Logan shook his head. "Great. First he denies everything, then makes it look like he's running the show."

"That ego has no bounds." Reed glanced at his watch. "Can't understand why we haven't heard from Johnny and Remy."

"They have the cell number, right?"

"Yes, and they could try using it. It's been hours since we saw them under the bridge!"

Johnny and Remy stared at the strange couple. One was chubby, with long painted nails and wearing an orange pantsuit with bellbottoms. His thinning hair was dyed jet black and slicked back. Moody eyes were decorated with garish green eyeshadow. The other man was tall and slim, wearing hoop earrings over a blue silk shirt. White pants with numerous buttons down the sides fit snugly. The thin mouth was shaped by peach colored lipstick.

Johnny whispered sideways to Remy. "Damn."

The heavyset man spoke first. "We saw you climb from the river. Surely you weren't out for a swim!"

"I ah, don't believe we've met." Storm stammered.

The thin man grinned at his partner. "So polite. It's nice to see young people so well groomed in mannerisms."

"Cripes." Gambit took in their appearance.

"I'm Seymour. The gentleman next to me is Paul."

"Charmed. My friends call me Paulie." the heavy man explained.

"Uh, hi." Storm and Gambit waved weakly.

Paul nudged his partner. "They're such a cute couple. It almost reminds me of the old days."

"Excuse me?" Storm lifted an eyebrow.

"No offense, blondie. Paulie tends to get misty."

"Ah'm real fuzzy myself, about now." Gambit stated.

"Oh, you're french? That's even better!"

"Cajun, actually."

"Mmm. Nice. But really, why are you boys down here? Don't you know about the spider?"

"Uh, yeah." Johnny looked out over the water. "We had a little encounter earlier today."

Paul waved his hands around in affected motion. "Oh dear. It's a miracle you got away in one piece. We heard rumors the thing ate a cab driver. Simply dreadful."

Seymour sniffed. "Well if he was from Queens, that's no great loss."

Johnny fought an urge to laugh. "Damn."

"It ain't true, anyway." Gambit drawled. "The police chief said so in a press conference."

"That's good, then. Even so, you boys picked a strange spot for a rendevous. This isn't exactly myrtle beach. And this nasty dark sand is really an eyesore."

Storm still couldn't believe what he was seeing. "You don't understand-"

"Oh believe us, honey, we do."

"But-"

Seymour chimed in. "We know what it's like to be young and in love, the world against you."

"Nice story, but ain't the case here." Gambit interrupted.

Seymour made a sweeping gesture. "Why else would you be by this godforsaken pier at sunset?"

"It's ah...a long story. A mutual friend of ours is in trouble."

"Can't find him?"

"Well, he's sick. We've tried to locate him for hours but haven't had much luck."

Seymour took a 'thinking' pose. "We know a lot of people. What's your friend look like?"

Storm paused before answering. "About our age, with dark hair. It's kind of wavy-"

"Cleanshaven or bearded?"

"He's cleanshaven, but-"

"Hmm. Eye color?"

"Kind of burgundy gold. He's medium height with an athletic build."

Paul grinned, batting his eyelashes. "Sounds delicious. How'd you let him get away?"

"Wasn't our idea." Gambit replied. "He's...tryin' to adjust to changes in his life."

"Don't I know that ordeal. What's his name?"

Storm glanced at Gambit. "We can't say for...ah...security reasons."

Seymour frowned. "Oh, he's with the government?"

"You could say. Look guys, we gotta go-"

Paul nudged his partner. "Goodness, are you so crass? Can't you see they want to be alone?!"

"Oh, my!"

Paul waved painted nails. "Don't mind him, he's a bit nosey. But if I may be so bold, I do have a question."

Gambit shook more loose sand free. "Only if y'all get to it. We've got buisness elsewhere."

"Granted, I know people are into all kinds of things these days, but..."

"What are you getting at?!" Storm was annoyed.

"Were you in a fight? That eye looks pretty bad. And your boyfriend has a bloody nose. It's turning blue, I think."

Gambit touched his sore face. "Ah ain't his boyfriend!"

"You got that right." Johnny snapped.

"Well, we just assumed-"

Gambit wiggled his wounded nose. "Don't assume nothin'. We fought the spider earlier."

"Sorry, didn't mean to offend. I'd forgotten you mentioned that."

Johhny stared down at himself. "We've gotta go. We'll get pneumonia walking around in wet clothes."

Seymour looked them over. "Well, you aren't our size. But maybe we can help-"

"No, thank you!!"

"I only meant we could hail you a cab."

Gambit shrugged. "Ah think we can manage that ourselves. Besides, we gotta make a phone call first."

Paul giggled weirdly. "You don't know the locals around here. But I happen to have a cell phone."

"That's great!" Johnny enthused. "Mind if we?"

"Go ahead." a pudgy hand freed the phone from a side clip.

bzzp [hello?]

"Reed? This is Johnny."

bzzp [Where the hell are you? Logan and I drove in circles near the bridge until police chased us off.]

"Believe it or not, we're still pretty much there. About three miles downstream, though."

bzzp [Say what?]

"It's a long story. Any word on Pete?"

bzzp [No. He may be resting somewhere about now. It's been relatively quiet with no new sightings.]

"Where are you? In the city?"

bzzp [We're at the Hoff hotel, off 63rd avenue and Biltmore. Should we come and get you?]

Gambit poked his face near the phone. "Hiya, Reed. Ah think it'll be easier if we get to you. We ain't exactly near an address."

bzzp [We've got plenty of food. When should we expect you?]

Gambit glanced at Torch, shrugging. "Bout an hour or two. But keep that food warm, we're starved."

bzzp [Will do. See you then.]

Johnny handed the phone back. "Thanks, man. Now we have to go."

"Surely!" Seymour hooked an arm, pulling the startled blonde.

"Hey!!"

Gambit likewise found himself grabbed and led along by Paulie. He stared in outrage.

"Y'all crazy or something? Let go!"

The plump Paulie waved it off. "Young people always take themselves so seriously. Just follow our lead. I promise we won't lead you astray." a silly giggle.

"Look-"

"Relax, will you? People around here give strangers a hard time. If you're seen with us, no one will bother you."

Storm eyed his 'partner', Seymour. "Now that I can believe."

The foursome walked through a shady neighborhood. Trash littered the streets, and rats ran freely everywhere. Dull, careless eyes followed their every move under darkening skies. They paused under a streetlight.

"If y'all don't mind, you can let go now." Gambit yanked an arm loose.

Paulie almost appeared wounded. "Trust us, dear. This will work!"

"No it won't." Storm agreed. "Just point us somewhere we can hail a cab!"

"Just across the street, sweetie..."

"Don't call me that, either!"

Seymour chuckled. "You're mighty cute, even with that bad eye."

Gambit burst into laughter. Johnny glared at him.

Paulie looked the cajun up and down. "You could come to our apartment and rest your feet a bit."

Gambit abruptly stopped laughing. "My feet are fine. Gonna use 'em to go across the street and hail a cab!"

Storm looked around. "We seem to be attracting attention. I'd just as soon move."

It was true. The locals shuffled nearby, odd expressions on their faces.

"Don't mind them. They're just jealous." Seymour hustled Johnny across the street.

"You don't have to push me!"

Gambit likewise resented being shoved along. "Y'all gone crazy, that's for sure. We ain't kids!"

Jeers and catcalls exploded from the opposite corner. A grossly obese man in red jeans and a black mesh top whistled loudly.

"Hey, baby! Bring me one! Can I have seconds?" the others nearby laughed hysterically.

"The joint's full of weirdos." Storm commented as they neared a bus stop. "Talk about ridiculous!"

Gambit krinkled his nose in disgust. "Ah'd loosen his teeth...but he ain't got any!"

"That was Elroy." Paulie explained as they stood at an empty bus stop booth. "He's hard core alky, don't pay him any mind."

Johnny shook his head. "He must be. Who the hell wears red jeans at 400 pounds?"

"Ugly sight, that's for sure." Gambit agreed. "If he was the last thing moving, ah wouldn't touch it."

Seymour waved at the traffic. "Well, let's get you on your way."

Storm protested. "Don't take this wrong, but-"

"Don't worry, honey. We don't plan to hop in with you."

Johnny threw his hands up. "Do you always misunderstand what I say?"

Paulie grinned at him. "Lord, I love this one. He's so fiery!"

"Take it as a compliment, Storm." Gambit teased.

"So much passion." the plump man eyed Gambit again in appreciation.

Johnny laughed, seeing an opening. "He's got red hair!"

"Shut up! Ain't funny-"

"And you know what they say about cajuns!"

Seymour blinked. "Really? What's that?!"

"Nothin'!" Gambit was redfaced. "He's pullin' your leg-"

Seymour waved at traffic again, stretching. "Oh wait, here comes someone."

Forty minutes later they were still waiting. Cabs approached, then sped away.

Gambit cursed. "This is stupid. We'll be standin' here all night."

Storm tried hailing next. Another cab came close, then put the OUT OF SERVICE sign up before veering off and accelerating.

Paulie put hands on hips. "Of all the nerve!"

Seymour pointed at his partner. "I TOLD you not to wear bellbottoms. Not everybody is into retro!"

Gambit made a face. "Yeah, because the orange suit is okay!"

"Orange is a perfectly reasonable color."

"Yeah, for construction signs. Ah told you we could do this ourselves."

Seymour sighed. "He's right. We don't seem to be much help here."

Storm watched a few skulking characters nearby. "Catching the bus makes more sense at this point."

Gambit waved his hands. "Yeah? You seen a bus come here yet?"

Johnny turned to their companions. "What's the deal? They cut off service around here?!"

Paulie sighed. "Not exactly, but buses run terribly this time of night, especially in this neighborhood."

"Oughta complain to th' transit authority." Gambit mumbled. "We appreciate your help, but Storm and me-"

"We know, we know." Seymour winked. "You want to find that hotel!"

"Stop puttin' words in my mouth!"

Paulie nudged his partner. "It's summer. Everyone's got the itch!"

Johnny nearly smiled. "Now that much I can agree on."

Gambit was anxious to change the subject. He pointed, seeing another cab approach.

"Looks like we're finally in luck!"

"Where to, dudes?" a burly cab driver with facial stubble grunted. A checked cap tilted on his head at an odd angle.

Johnny slid across the back seat. "The Hoff Hotel, off 63rd avenue-"

"Wait!"

Seymour and Paul poked their faces near the glass.

"Good luck on your adventure!"

"Thanks. Now we have to get going!" Johnny waved them off.

"Here." Seymour handed Gambit a matchstick box.

"Whut's this?" the red haired mutant opened the back flap in curiosity.

"Our number's on there." Paulie explained. "Give us a call when you find Peter."

Seymour tapped the glass. "We'll be up until three-"

"AY!!" the cab driver bellowed. "You girls wanna pick this up later? I'm on the clock here!"

Gambit glared at him. "Clown."

"Git out and walk then, weirdo. You and blondie there!"

Storm chimed in next. "You gonna beat your gums or drive?"

The bullnecked cabbie turned halfway, looking them over. "Nobody else took your fare, so watch it."

Seymour snapped his fingers. "Don't be rude. We wanted to make sure they'd get home okay."

Paul nodded in agreement. "This neighborhood is dangerous."

"An' gettin' worse by the minute. Why don't you fruits float home?"

"Start driving!" Storm pointed, annoyed. "We're wasting time."

"Okay, hotshot!" The beefy cabby nailed the gas, tossing his passengers. Paulie and Seymour waved as the vehicle sped away.

Gambit straightened up on the back seat. "He drives worse than Logan!"

Reed and Logan were blearily watching television in their hotel room. Food containers and beer cans littered the floor. Scattered newspapers and magazines sat in piles everywhere, adding to the clutter.

Wolverine grinned, kicking back. "Almost reminds me of my first bachelor pad."

Reed laughed. "Yeah, mine was a mess, too." he frowned, glancing at the wall clock. "It's nearly two a.m.-"

"You sound like a cranky old father."

"I feel like one."

"They'll get here eventually. Good thing there's a small fridge in these rooms. As it is, they're gonna have to reheat everything."

Reed sighed, turning the volume down on the television. "I need to ask your opinion on something."

Logan looked up suddenly. "What, something wrong?"

"My question is going to sound strange."

"So say it already."

"Do Johnny and Remy seem...obsessed about Peter?"

Logan paused, looking away. "I'm not sure what you mean. They're concerned for a friend, I know."

Reed ran a hand through his hair. "We're all tired. Maybe I'm seeing things, but I didn't realize they were so close."

/Oh boy, trouble./ Wolverine reached for the remote. "Gimme that."

"Don't change the subject. As a scientist, I tend to observe everything. And what I'm seeing doesn't add up."

Logan appeared uncomfortable. "What's the big deal, Reed? So they get a little carried away-"

"To the point where they're willing to get shot?"

"What makes you think that?"

"The way they took off at the bridge. Their utter lack of concern for their own safety-"

Logan threw his hands up. "Look, it's the hero syndrome. When you're young and powerful, you expect to take on the world."

Reed frowned. "I thought that at first. But they're almost irrational about Peter, and I've yet to determine the reason."

"You scientific types always overanalyze everything."

"Maybe. But everything happening to Peter seems tied to something, I just can't figure out what."

"You're imagining things, Reed."

"No." the lanky, middle aged man stood by a window, peeping through the blinds.

"Something..."

"You talking to yourself now?"

Gray eyes went wide suddenly. "My god...it can't be!"

Logan grabbed the remote from the bed. "Are you gone loony-"

Reed covered his face, thinking. "The scene at the lab. Peter kissed Johnny."

"He tried for you too, I heard. Hell, the kid was crazy, Reed. You know that!"

"I know...but there's something else. I never brought the subject up again, but the situation with Spiderman still concerns me."

Logan swallowed. "You're talkin' about the rooftop scandal."

"Yes. I believe Johnny, I really do."

Logan looked at Reed intensely. "But?"

"It's not right. Something in all this isn't right. Those pictures...look too authentic. But I'm not an expert in imagery."

The burly mutant went over to his friend. "What you're saying is that you want to believe him."

Reed sighed wearily. "I should have more faith, really. Why am I thinking this way?"

Logan squeezed his shoulder. /Damn, he's worse than Charles./

"This whole deal has everyone on edge. It's nearly two in the morning. Who thinks clearly at this weird hour?"

"Yeah, you're right."

The cell rang suddenly. Reed grabbed it from the coffee table.

"Our wayward ones."

"Maybe."

bzzp. "Hello?"

bzzp. [Reed, this is Charles. Have you heard from Peter?]

"Not since the incident at the bridge. We assume he's nesting somewhere. Has something happened?"

bzzp. [I take it you've seen the nighttime edition.]

Wolverine broke in. "Of course. We saw our 'king' holding court!"

bzzp. [I thought that was pretty amusing myself.]

"Yeah, but now he's created confusion. The media thinks every mutant is involved in conspiracy!"

bzzp. [Eric always had a propensity for drama. And you're right, it dosen't help.]

"I'm more concerned with Peter crossing paths with him." Reed interrupted.

bzzp. [I don't follow you. Magneto has no connection with Peter.]

"Not yet he doesn't. But think, Charles. The mutant community is already somewhat fractured, and Eric draws in the malcontents."

bzzp. [True, but Peter always believed in protecting innocents.]

"Before, yes. But what about now? His mindset is different, ruled by arachnid instinct. And it will get worse with time, you know this."

A pause. bzzp. [I admit that worries me. But there's no reason to think Magneto will contact him.]

"Sure will be now." Wolverine chimed in again. "Hell, the media connected them today, called him out. You know Eric loves a mystery."

bzzp. [We can only hope their paths don't cross. Peter is vulnerable now, his moods erratic.]

"Magneto is a master manipulator, we've all seen it." Reed agreed. "Peter under his influence would be a nightmare."

bzzp. [There's another problem. Havok and Nightwing were wounded hours ago.]

Logan bristled in anger, flexing his claws. "Stupid bastards! Are they crazy?!"

Reed couldn't believe what he heard. "What happened?!"

bzzp. [Another so called citizens group on patrol off North Avenue. They opened fire with assault weapons.]

"That's it." Logan snarled. "I should just roam the streets myself, and take out anyone I want!"

bzzp. [No! It would cause an escalation. The shooters are being held without bond as we speak.]

Reed rubbed his eyes wearily. "More news fodder for tomorrow."

bzzp. [It gets worse.]

"That ain't possible." Logan sniped, still agitated.

bzzp. [It is. I've been summoned by the police for questioning.]

Reed and Logan stared at each other.

A distinguished man with thick white hair practically glided through a dimly lit apartment complex. A much younger, more excitable companion walked at his side.

"How do you know he's here?"

The elder was serene. "Our arachnid friend leaves quite a trail, if you know how to find it."

"But what are you planning? He ain't shown that he can talk!"

"Perhaps he hasn't tried. Just stop talking and bring those clothes."

"How do we know if we can trust him?"

"We can trust his anger at the public. It will do for a start."

The pair abruptly stopped in a narrow alley. The older man glanced upward. Thin filaments moved like gossamer under sparkling skies between buildings.

"You see? There." he pointed.

The gaudily dressed younger man stared above their heads. "Oh yeah, I see the web. Pretty."

The older man took the clothes. "Stay here a minute before coming up. We don't want to seem hostile."

"I never have any fun. Shoot!"

"Stop complaining. There's much to be done with this one, should he cooperate."

Gambit and Storm hadn't stopped eating since they arrived at the hotel. Reed and Logan watched them, amused. Burgers and cold fries disappeared at an alarming rate.

"Geez." Logan frowned. "Someone would think you two hadn't eaten in days!"

Storm waved him off, too busy stuffing himself. Gambit jammed another chicken wing down.

"Yuh, well if you had the day we did, you'd be hungry too!"

Reed wrinkled his nose. "Why do you smell like perfume?"

"What?"

"You heard me. No wonder you didn't call right away!"

"Come on, Reed." Johnny stopped eating momentarily. "It wasn't like that. We ran into a couple of...a couple of characters."

"Old Queens." Gambit supplied. Storm glared at him.

Reed blinked. "Old-"

Logan laughed. "Now ain't that a hoot. Don't you get it, Reed?"

"Hmm..."

"Darling!!" Logan batted his eyelashes.

Reed cringed. "Ugh. I get it. Don't do that again, by the way."

The burly mutant grinned. "Wasn't planning to. These two have a habit of attracting the wrong crowd."

"You ain't funny, fuzzface." Gambit griped.

Johnny was anxious to change the subject. "So what's this about Professor Xavier being contacted by the police?"

"They requested he come in for questioning." Logan rolled his eyes. "Guess the locals are afraid of retaliation."

Storm stared, confused. "What retaliation? I don't get it."

Reed sipped a beer. "Havok and Nightwing were shot today. The anti-mutant hysteria is getting out of control."

Gambit was angry. "Now they're goin' too far! I told you before...it's open season!!"

"If it's any consolation the shooters are being held without bail. But you're right, this can't continue."

"Peter's the reason." Johnny was glum. "Sure, the public disliked mutants, but at least we were tolerated. Now...they're so afraid of the spider they see monsters in every corner."

Logan counted on his fingers. "First Toad and Mystique...now Havok and Nightwing. I say we take matters into our own hands."

Reed glared at him. "You're more insane than those so-called 'citizens' groups!"

"He's right!" Gambit agreed, sucking a milkshake. "Laws don't stop bullets. We can't walk the streets without gettin' popped!"

"Do something stupid and this city will erupt in war. That's all we need, with Magneto in the picture."

Storm looked up sharply. "Magneto?!"

Even Gambit stopped cold. "What's Eric got to do with anything?"

Wolverine puffed his cigar. "We'd better fill you guys in on everything."

A lone figure levitated gently above an apartment building. Silent feet landed on the blacktop. Eyes of blue ice looked about with eerie calm.

Magneto smiled at the sight that greeted him. A large web cocoon spread filaments everywhere like a huge sling. Nearby, web balls hung from chimney antenna. Dried husks were visible inside each pouch.

A white eyebrow lifted. /The spider eats well./

Fascinated yet cautious, Eric approached the cocoon. It shifted in the breeze, swaying gently. He turned at a sudden sound.

"Pyro, I've told you a million times not to sneak up on me."

The wildly dressed mutant stared around. "Holy mother...look at all this!"

Magneto nodded. "Impressive. The news reports don't do the spider justice. He has numerous talents."

"Ha! Talents you want."

"Perhaps."

Pyro poked at the huge mound of webbing. "Crud. He must be sleepin'."

Eric noticed a sudden motion. "Pyro, stand back!"

"SHkkHSSKK!!"

"What the hell?!" the flame haired mutant jumped back in time, avoiding a flying fist. It burst through the webbing at inhuman speed.

Peter sat up abruptly in his nest, hissing. Wild orange eyes were unfocused. Web clung to him in a pile.

Pyro waved weakly, grinning. "Ah, hey, dude. Didn't mean to wake you!"

Those weird eyes narrowed. Ssshskk. I know you.

"Yeah, sure."

Eric stepped forward. "Hello. We mean you no harm."

Peter smiled gently, without warmth. Everyone means harm to the spider.

"Not everyone. There are those who...sympathize with you."

Crazed laughter. Well that's different!

"Do I seem familiar to you?"

Peter tilted his head, observing. Hsskk. I know your smell. Very sweet, metallic.

Pyro giggled. Eric silenced him with a look.

Why have you disturbed me? I was resting.

"No doubt, it's been a long day for you. We'll be brief. As you know, a bill will be presented to Congress soon regarding the status of mutants."

Skkhskk. I'm fully aware of it. But how does that concern me?

"You've done quite well against the authorities so far. Such talents should never be wasted."

Sharp teeth flashed. Hsskhh. I merely wanted a quiet place to call home. Everyone in this city is insane.

Pyro chimed in. "No offense, but that spider shape spooks everybody."

Peter smiled strangely. Well, seeing them run and scream is pretty funny. Humans can be tremendously stupid.

Eric coughed. "We agree...and that's why you should join us."

Hhssk. This city is mine to protect. I only scare people for fun.

"There's more to be done, my young friend. Our brotherhood promotes peace and protection. You'll need another place to stay. Sooner or later someone will get lucky and shoot you."

Peter considered, his voice buzzing oddly. You've got a point. But I don't trust you, Magneto.

"Hey, watch how you talk to the boss." Pyro pointed. "He's a good guy."

A stretch to say the least. Now he conveniently shows up for my benefit?

Eric observed Peter passively. "Certainly. Whenever a mutant of merit comes to my attention, I welcome them."

Skkhh. I feel so honored.

"You have reason to distrust me perhaps, but consider my offer."

Which is?

"Join us, Peter. You have keen intelligence, and can be most persuasive I hear."

The spider paled. Who's Peter?

Eric laughed. "Delightful. Yes, I know who you are. I make a point of knowing everyone in the brotherhood."

I'm not a charter member.

"We'd like you to be. Your scientific knowledge is a plus. And then there are your other...abilities."

"Listen to him, Pete." Pyro encouraged. "Magneto never lies to those he chooses. We watch and protect each other."

Peter sighed, thinking. Others in my life are concerned. But I must find more suitable accomodations.

A hand clasped his shoulder. "All of your needs will be provided for, young one. I admit I've made mistakes in the past. But never have I turned on those in need."

Shhskh. I'm not doing so bad. This place is quiet, and I have food and water.

"Let us provide you with more. Companionship and protection are yours if you join."

Peter frowned. I still don't understand. What do you want me to do?

"Share your talents, so we can present a counter proposal for congress. Mutants must have equal rights in society."

A pause. But how can I make such a difference?

"Your approach and input would be valuable. Shared experiences will help us reach a common goal."

Shhskk. I must admit, the idea of being herded into compounds fills me with rage.

Eric nodded, his voice silk. "And that rage needs an outlet. Join us."

Peter stared into space, wild eyes flaring.

Magneto quietly enjoyed his confusion. /So much power, unfocused. He is out of control./

Icy blue eyes bored into flaming orange ones. "Let me teach you, Peter. Show you the way."

The young man faltered. It is...becoming harder to hold on, stay as I was.

Magneto handed him the clothes. "You shouldn't be alone. Come with us."

"Yeah, webhead." Pyro chimed once more. "Unless you wanna stick around and get shot. The humans have gone crazy."

Peter glanced down at the clothing he held. SkkHHsk. You're right. It's always the same, they scream and run. At first it was amusing, but now I grow bored with it.

Eric slipped an arm around him. "Get dressed, Peter. Others are anxious to meet you."

Peter slipped on the shirt and pants. Shkkh. I need time to think on this. I still don't trust you.

Pyro sniffed. "You little ingrate! The boss is doin' you a favor-"

Eric waved him to silence. "It's all right, Pyro. He has no reason to trust us. It must be earned."

Peter stared at the wild mutant. You smell bitter, Pyro. Interesting, considering you contain fire.

Pyro sniffed under his arms. "What are you talkin' about, I washed up-"

Shskk. Fool!

"That's enough, you two." Eric interrupted. "Peter, allow this then." he handed over some bills.

Money? But this is nearly a thousand dollars!

"Yes. Find a place to stay, think things over. Sometimes space is needed."

Peter rolled the bills over in his hand. But how will I contact you?

"Take this." Magento handed him two cards. "You can always reach me by those numbers. If not, someone will help you."

Orange eyes blazed again. Hshkk. I don't know what to say.

"Get clothes first, Peter. I know you don't control your transformations."

Who says I don't?!

"Then why were you wrapped in web when we found you?"

Because...I don't know! I was resting, Magneto. What difference does it make anyway?

"A great deal, young one. I will show you how to gain true control of your abilities...Spiderman."

Peter stared in shock. Skk. How do you-

"None keep secrets from Magneto. I suspected who you were from the beginning."

You watched me?

"Indirectly. Your exploits across the city have dominated the news. I also know your new abilities are recent, though latent."

Orange eyes narrowed. You know too much. How?

"I have time and resources. But enough of this. Go, find someplace clean and quiet. We'll talk later."

The spider is grateful, Magneto. I have much to think about. with a graceful leap, Peter bounded off the rooftop.

Pyro stood at Eric's side. "You think he'll join?"

Distinguished features spread in a satisfied smile. "He is vulnerable, and alone. Time is on our side, Pyro. All we need do is wait."

Pleased with the results of their encounter, Magneto and Pyro flew off into the night.

TO BE CONTINUED...