Hi guys! So sorry that I wasn't on for awhile. I finally did a cross over of X-Men and Spider-Man! Yay! Enjoy! R&R!

"Stupid Bird!" Kathryn Pryde was sitting up in her favorite tree, which she loved because you could see the whole mansion from there. "Get outta here!" Kitty pushed back a robin that was starting at her. It cooed and fluttered away, wings flapping with the wind. "Finally." She sighed. Her feet where swaying back in forth, catching yellow and red leaves as they went. It was sunny,and she used her hand to shield her eyes from the blinding warm light.

"Kitty?" Shadowcat looked down and smiled at the friendly face of her mutant besty, Piotr Rasputin.

"Tin Tin!" She smiled and jumped down, landing by The Tin Man and pulling him into a big crushing hug.

"Logan wants you in the lab." He answered, returning her hug.

Kitty scolded. "What does he want?" She hated Logan for killing her best friend, Jean. Jean was the only person that made Kitty feel, well, normal.

"I don't know. He just wants to talk."

"Thanks Piotr." Kitty let go of him and walked towards the gloomy old mansion.

-KITTY'S POV-

I stalked slowly into the lab, winding around the maze of tables and medical supplies. The lights were set on dim, and I had to squint to see my surroundings.

"Kathryn."

I turned to a gruff voice on my left. There stood, of all people, Logan Howlett. "It's Kitty to you. You don't deserve to call me Kathryn."

The older man run his hand through his dark hair. "Look, I'm sorry for what happened to Jean. It was the only way to save-"

"The only way! What do you know about only ways? You could of just left her alone!" My voice rose to hysterical level, and tears brimmed my eyes.

"Calm down Kitty, I don't wanna hurt you."

"Calm down? You want me to calm down? You just murdered my best friend! You monster, you monster.." I yelled, tears pouring like waterfalls out of my eyes. "I'm gonna go! And no one will stop me!"

"Now your just talking nonsense!" Logan walked over by my. "I said I'm sorry! If I could bring Jean back I would." And that made me cry even louder. "Don't cry, please."

With that, I pick up a microscope and chucked it as hard as I could at him. It hit his head, tumbling onto the floor and crushed into a million pieces. "I hope you get what you want!" I ran out into the dark hallways of the school.

By the time I got into the woods, I was scratched, cold, hungry and misrable. Why did I run away?

"What are you doing out here, all alone in the dark?" It wasn't exactly dark, so I could see the crimson red hair and blue eyes of the teen girl who talked to me.

"I-" I shuddered, hesitant to trust the girl.

She smiled. "Oh, that's ok, you can explain later. Oh, your hurt! I can help you!" She grabbed my arm and pulled me up, guiding me through a maze of trees and bushes. After what seemed like a hour, she stopped in front of the house. "Don't worry, you can trust me. By the way, my name Mary-Jane. But you can call me MJ." She opened the door to the house and pulled me up a flight of narrow wooden steps, and into a room with a bed and a small group of teens.

"MJ! Who's this?" A girl with long blonde hair got up to stand by me.

"Oh. I found her in the woods. She was cold, so I brought her in."

"I'm Gwen. This is Harry Osborn, and this is Peter Parker." Gwen pointed to Harry, and then Peter, who waved. She looked at my scared face and smiled. "Don't worry, we can help you. What's your name?"

"I'm Kitty, and I'm 13 years old. I ran away, and now I'm lost." I must sound desperate.

"Sometimes you need to run away, just to see who will find you." Peter piped up, running his hand through his brown hair.

"I wish I could be as brave as him," I sighed.

"As who?" Harry questioned, a weird look on his skinny face.

"Spider-Man." I pointed to Peter's Spidy shirt. "Don't tell, but I'm an X-Man, Shadowcat. Everyone looks at me like the baby. I hate it. Ever since Jean died..." tears came to my eyes, but I didn't let them go.

Peter looked surprised, then smiled. "But see, even Spider-Man isn't brave enough. And I know because I'm him."

Gwen led me to a bean bag and lightly pushed my down into the sinking chair with a blanket. "Sleep, your gonna need it." I felt stupid, like a child. But I kinda liked it here. I guess they were all right.

MJ came and sat by me on another beanbag. "G'night." She yawned. Gwen, Peter, and Harry fell asleep next to each other on the bed, Peter holding Gwen to his stomach. And for once, since Jean died, I finally feel safe.

Hey guys! Open for suggestions, New chapter coming soon! Thanx for reading!