Answers to reviewers' questions or statements:

Adtr509: Oh Peter will find a use for those little blue gremlins soon enough…

treyalexander63917: Ends of the Earth will go a tad bit differently, same with Spider-Island, Superior Spider-man on the other hand will be vastly different to what went down in it to the point it'll only the name that's the same of the arc and Spider-verse will largely be the same.

Spiderfan92: Kitty and Peter in the Ultimate comics was one of like a handful of things they got right during its run. There's others but that's like in my top five of what they did that made the comics for the Ultimates universe so enjoyable.

Redrangerlegacy: No after last chapter, it's downhill from here in quality.

Gamerslegacy: There might be a few students that will be crushing on Peter.

Spawn Hades: Nah it'll be Peter that Kitty goes to when school gets so stressful and it's about to.

JJChandler: Yes in a manner of speaking En Sabah Nur will be making his epic appearances.

cabrera1234: I wouldn't say every woman on the X-men team but a fair amount.

Harem Lover 26: It's that story and the one will he taught the kids from the avengers Academy that inspired me to make this story. Spider-man as a teacher would just be too fun.

Jpg2497: Yeah Hope and Spider-man will be interacting quite a bit in this story, you can say he'll be part of the reason why she'll stick around so much.

Silver Crow: Oh he'll have a reputation alright, both good and bad for various reasons. Th next X-girl he interacts with will be Rachel and then Rogue.

Zx: Peter will be getting with almost all of them at some point in this story.

90skid4life: Yes she will be appearing soon and show some renewed interest in her old teammate.

Draconeis: That has only happened in the Ultimates universe to my knowledge, I just happened to roll that into this story's history.

DarkJoey: I have plans for some of the women that Peter will be sleeping with to play the whole teacher student fantasy, does that count?

Newavenger92: When Avengers vs X-men goes down Peter won't be too pleased when Emma and Scott come a knocking at their school and make it obvious. X-men vs Inhumans, not sure yet since that's pretty far off at the moment.

Harbinger of Kaos: Apparently the slim chance that Hope could control the Phoenix Force and her stronger loyalty to Mutant kind overruled her common sense at the time. Peter will get his own sort of X-men team and most of the members will be the kids from the sort of team he had in the Spider-man and the X-men comic he was in.

texaswookie: Logan will get his love, won't be for a while but he will. Oh Peter will be questioning her taste in men with the name Peter soon.

LFA7s: We'll be seeing New York City in a few chapters and how it's handling Spider-man's absence.

Disclaimer: I don't own any Marvel characters seen, mentioned or used.


It was early the next morning after almost one of the best nights that Peter's had in a long time and one of the most annoying for Bobby Drake aka Iceman that Peter, dressed and showed, stood outside his door to his class. He said almost because Kitty woke him up by accidently throwing up on him… twice…

'Wouldn't be the first time a girl's thrown up on me' Peter thought with a sigh as he peeked into his classroom and saw his students were all there, waiting for him.

"Okay Spidey, you can do this. You've faced down all manner of Goblins, symbiotes, crazed hentai loving evil doctors, every animal in the animal kingdom, Juggernaut, Hawkeye's laundry, an evil Norse god possessed Thing, telling She-Hulk she needs to chill out, and already have plans to build an anti-Colossus suit after finding out the girl you slept with and was your ex until probably last night was just recently in a relationship with said metal skinned Russian" Peter said lowly to himself before taking a deep breath and entering his classroom "Hello class!"

One of the first students to notice him was Julian Keller aka Hellion, a powerful Telekinetic that had robotic hands to replace the ones he lost to Nimrod a while back when he and most of the other students were still in Utopia "Who the hell are you?"

"Uh Spider-man?" Peter said as he pointed towards the gold colored spider emblem in his torso "Isn't the spider clue enough for ya?"

"I didn't know Spider-man was a mutant…" one of the students, Glob Herman said with a confused look on his face or as confused as one can look when his skin was transparent and let everyone see his skeleton.

"I'm not a mutant, Headmaster Logan asked me to teach here and I agreed" Peter said as he made his way to the chalkboard and wrote out his name 'Professor Spider-man' along with the words Biology and Chemistry one oh one underneath it.

"Why?" Hisako Ichiki aka Armor asked with a confused frown.

"Because I'm really smart and you guys need to know science" Peter said as he turned towards the class.

"But Doctor McCoy is really smart too!" Match said.

"Yes well does he hold an official doctorates?" Peter asked with narrowed lenses.

"Do you?" Hellion questioned.

Peter's shoulders slumped "No I don't either but I have a good reason for that!"

"Is it because you're a monster like us?" Idie asked with a raised hand.

Peter and everyone else stared at the temperature controlling girl for a moment before Peter shook his head slowly "Uh no…"

"Then why haven't you got one yet?" Glob asked with suspicion.

"Because I'm too busy being amazing and saving the day" Peter said as he puffed his chest out before he cleared his throat "Okay everyone that's enough funny business, now open your books to chapter one and we'll-"

"KID GLADIATOR REQUIRES NO CLASS!" a loud but young vice roared from out in the hallway.

"What the…?" Peter said, his gold colored lenses narrowing in confusion as a teenager that looked very much the like Shi'ar's emperor Gladiator was ushered into the room by Beast.

"Spider-man, meet your new student" A tied sounding Iceman said as he patted the child on the shoulder "He'll be staying with us for a few days"

"O-kay…" Peter said with a nod as Kid Gladiator scanned the room before he scoffed.

"This is a classroom? My pets have better learning centers than this and that's before they are treated as property of Shi'ar royalty"

Peter mentally groaned as Kid Gladiator made his way to the first available seat next to Rockslide while the young prince's bodyguard, a Shi'ar by the name of Warbird who was dressed rather provocatively, stood towards the back of the class and watched everyone like a hawk 'Oh this is just going to be fun… no really it will since I now have a kid that can bench press a school bus and an ego to match it learning in here!'

"Have fun!" Iceman said with a snort as he quickly left before Peter could do anything to get back at him 'Heh who's laughing now Pete? Me! I am! HAHAHAHA!'

Peter let out a small sigh before he straightened himself "Okay class open your books to chapter one-"

"Why must I learn such a useless subject!" Kid Gladiator whined as he laid on his desk before sitting up straighter and slamming his hands down on its surface, cracking it to the point it was a wonder it stayed together "Science will not help me beat my enemies into submission faster!"

Peter stared at the young Strontian for a moment before he spoke "Because knowing science will let you beat your enemies who know science which means you'll be able to beat more of your enemies"

"Really?" the young alien prince asked with excitement.

"Yep, because not only will you be beating them physically, but intellectually as well!" Peter said with a grin "Now class open your books up to chapter o-

"Question, this intellect you speak of, can I use my fists to beat it or does my intellect grow fists to beat others intellect?" Kid Gladiator questioned.

"Well with science you can probably pull that off, but you gotta learn it first" Peter said with a strained smile under his mask, his patience starting to wear thin with this teenager. He then turned his attention back to the class at large "Now please get you textbooks out and-"

"But if I'm fighting others like the Kree or Skrulls, will your primitive earth science be able to help me?" Kid Gladiator asked with a frown.

Peter's brow twitched "Well considering that earth has beaten both those races… along with yours… I would say yes it would help to learn out science. Now class please open-"

"But I can move really fast and lift a ship over my head, and am part of the Shi'ar Royal family… how would science be able to help me after that? I'm better than any of this backwater's rulers or scientists by birth alone" Kid Gladiator once again interrupted Peter.

"Yeah… I can see that" Peter said before he turned towards the rest of the class with narrowed lenses and saw that they have yet to open their textbooks "Now open those books to chapter one or I'll string you all upside down!"

Peter saw Kid Gladiator about to speak before shooting a small glob of web at his mouth, cutting off any remark he was about to say "OPEN THOSE BOOKS TO CHAPTER ONE!"

Safe to say, the children opened their books while Kid Gladiator was busy ripping the webbing off his mouth and spitting the small bit of it he swallowed by accident…

Meanwhile outside the classroom Logan, Kitty and the two inspectors sent from the Department of Education were right outside. Sadly, the inspectors were less than impressed with what they just saw.

"Really, your science teacher webs students' mouths shut for asking questions?" the female of the duo, Mrs. Marigold said with an unimpressed look before writing something down on her clipboard while her male compatriot Mr. Clud glanced at Spider-man specifically with a frown.

"Isn't he a public menace?" the man asked as he glanced towards Logan and Kitty "And his he even qualified to teach a class?"

Logan's brow twitched while Kitty covered her face with her hands, safe to say the inspection had gone south the moment these people entered the building. First, they weren't impressed that Kitty technically never graduated any college despite the fact she's been taking college level classes since she was thirteen, they thought one of their classes was simply standing still when in reality it was Psychic defense class headed by Rachel Grey and then there was Mutant Literature run by Husk who had to resort to yelling to get her class to pay attention.

'And now my new sort of boyfriend is webbing alien prince's mouths shut and threatening to hang the rest of his class upside down by his webbing' Kitty thought as she followed after Logan who was contemplating killing the inspectors, have either Hank or Peer clone them and send them back with a positive review with how bad this tour was going.

Sadly, it was only going to get worse as they day went by as they headed to see Rogue's gym class…

"…And I expect to see your short essays on the various fields of science that biology can be used in completed and on my desk first thing tomorrow morning" Peter said as he closed his book while his students packed up to head for their next class "And no using the internet to look up answers, trust me I'll know!"

"How?" Glob asked with a frown.

Peter turned towards the boy with narrowed lenses "Simple, the spiders roaming around this place will tell me and if you are using the internet then I'm going o have you write the entire first three chapters we went over today in cursive before writing on why you had to do so and why you shouldn't take the easy way out on an assignment"

"Oh…" Glob said before he shouldered his bag and followed the rest out while muttering a low "Dang it…"

Peter snorted at the teen's remark as he prepared to go see how the tour that Logan and Kitty were giving the inspectors when he heard a small voice.

"Uh excuse me mister Spider-man sir?"

Peter's interest was piqued as he glanced down to see the sole Brood attending the school looking up at him with a curious expression "Uh yes?"

"Does it just have to be earth based fields that require knowledge in biology or can we include alien as well" the young book worm asked with a curious look.

"If you want, you can include any Shi'ar, Kree or even Brood fields of science that require biology that you want little guy" Peter said as he pat the small Brood on the head "Now off to your next class"

The Brood nodded before he shuffled towards the door for his next class while Peter pushed himself off his desk and made for the door before the entryway was blocked by the Shi'ar bodyguard Warbird who gave Peter a narrowed gaze.

Peter paled at the sight of her or more accurately the large swords hanging on her waist "Um…"

"You silenced my prince" she said as she folded her arms across her chest "And did so without any hesitation or fear of retribution from me or him or worse the might of my emperor. As if the very thought isn't worth a drop of fear for you"

"Well, hehehe…" Peter chuckled nervously as he felt himself beginning to sweat at the realization that he did in a sense attack royalty, the son of a very powerful emperor to be precise "I may have been a tad bit overzealous-"

"My room, tonight. Bring the webs" she said before turning on her heel and marching away after her lord to keep him from possibly attacking any of the other students here.

Peter watched her go with a confused expression "Wait what?"

Peter watched the deadly but beautiful alien woman walk away before he sighed and just figured she was kidding.

'I mean it's not like she actually expects me to show up in her room tonight… right?' Peter thought before he saw Bobby walk his way and he scowled at the cryokinetic "Oi, Drake!"

Iceman stopped and saw Peter before he did a complete one eighty and began to run the other way. Peter saw this and gave chase "You think it was funny giving me that kid? Let's see if it's so funny when I hang you upside down from one of the schools floating towers upside down!"

"Yo Spidey, you need to chill!" Iceman said as he rushed around a corner and narrowly avoided Frenzy and Chamber.

"And for the last time Drake ice puns aren't funny after hearing them for over a decade!" Peter said as he resorted to swinging after Bobby who fell back to using an ice slide to keep ahead of the spider powered man "Firestar isn't here to save ya now frosty!"

"Funny, I was thinking the same thing web head!" Iceman responded as he leaned into the air and formed several snowballs and threw them towards Peter who dodged them in midair before firing off several web bullets towards the ice powered man.

Meanwhile Toad was watching the two's semi fight before glancing at his mop "I'm gonna need a bigger mop…"

Two hours and one epic beat down that Peter won, don't believe what Bobby says, Peter found himself in the school's cafeteria with Rachel for company.

Safe to say, Peter regretted asking her if she'd like to have Kid Gladiator in her class.

"No, because all I ever hear running through his head aside from complaints with how primitive and barbaric our planet is, is who he's going to fight and why his father sent him here when the learning facilities in the Shi'ar empire are far better and worthy of his esteemed glory" Rachel said with a huff as she ate her salad.

"Oh… well then what about Gambit, will he take the kid?" Peter asked as he placed his sandwich down "Come on, there's only so much of him saying how he's going to take every kind of human science there is and beat it into submission and accept him as it's overlord I can take!"

"I'm surprised you don't like him. You both love to talk from what I hear" Rachel said with a dry look at Peter.

"Hey, my almost unending commentary is waaaay better than the shades wearing prince's remarks on how he'll lead the Shi'ar to glory… also I beat Iceman today in a fight" Peter said the last part as he swore he saw Bobby walk by the doorway in the hall outside.

"O-kay…?" Rachel said with a confused look "Didn't know or care but nice to know I suppose…"

"Yeah, sure he had me pinned to the wall by a wall of ice but the fight didn't end there, no sir. In fact, the moment he did that he let his guard down and I was able to dig deep into myself and pull of a near unrivaled bout of strength and totally broke free and kicked his subzero but into the nearest locker!" Peter said with pride.

Rachel stared at Peter for several long moments before she nodded "Sure… I'll believe that…"

"Is it really that hard to believe that I beat him?" Peter asked with a skeptical frown.

"You against him, yes" Rachel said before she held her hands up "But hey like I said, I believe you… now shut up and let me eat my salad in peace"

"You mean the one that cute little Bamf took?" Peter asked as he pointed towards a Bamf that was trying to sneak away after grabbing Rachel's salad with it's tail without her knowing.

Rachel turned and glared at the little teleporting gremlin with glowing eyes "Oh hell no!"

The BAMF made a sound of fear as it began to run away while Rachel chased it down with a sword made of psionic energy. Peter watched her go for a moment with a frown as a thought came to him.

"Why didn't she just hold it still with her telekinesis or just grab her salad with it? Why is she chasing it down?"

Suddenly Doop, an odd floating green being that Peter thought looked like that ghost from Ghostbusters floated by with a tired look on it's face and spoke in a language that no one knew yet somehow understood.

"?! %# $%#$!% %$ (^& ^^*$#%"

Peter glanced at Doop with an uncertain expression "You sure? I mean she doesn't seem the type you know?"

Doop nodded as it added " #!$#*$^%… / #$% &**%)&"

"Oh… okay" Peter said with a shrug before he went back to eating his sandwich as other students piled in to eat as well before Peter head Kid Gladiator's voice through the crowd.

"I demand one of you backwater earth dogs to assemble me a meal or risk my wrath!"

"I'm demanding a raise from Logan when he gets around to actually paying me after this" Peter said as he pinched the ridge of his nose with one hand whole he suddenly reached out and grabbed a Bamf that suddenly teleported beside him with Rachel's salad and ripped it out of the grumbling little blue gremlin's hands before replacing it with a chocolate muffin "Here, share this with your brethren or fight over it, I don't care anymore"

The Bamf began to make incoherent but happy sounds as it suddenly 'BAMF'd away leaving Peter to place Rachel's salad back on the table as she re-entered the room drenched in water.

"What happen to you?" Peter questioned to her soaked form.

"DON'T. ASK!" Rachel said with a dark snarl that rivaled Jean Grey as the Dark Phoenix.

"Yes ma'am!" Peter paled as he went back to eating his sandwich.

Yeah, he was definitely going to be demanding a paycheck after this including a rais-

Suddenly the entire room shook as if the entire place was about to come down, causing several students to shriek in fear and for Peter and Rachel to be immediately on their feet, ready to move if need be before the violent shaking stopped as suddenly as it came.

"Uh, what was that?" Rachel said with some worry in her voice.

"Someone telling the Hulk that they accidently deleted his recordings of the Loony Tones shows again and we're feeling the aftershocks all the way out here…" Peter said as his spider-sense was blaring like crazy "Or…"

"Or what?" Rachel asked with worry as she could sense a large amount of fear coming off Spider-man.

Peter glanced at her, his lenses wide as he spoke in a terrified tone "Or… Jean Grey's spirit has returned and is about to pull a Poltergeist on us and pull this entire school into some weird vortex!"

Rachel's fear dropped as she stared dryly at Peter for several moments "Really?"

Peter shrugged at her expression "Hey it's either that or Jameson has finally acknowledged that I'm a hero and will never bash me again and the universe is ending because of it"

It was then that the building shook even more, this tremor even stronger than the last and caused Peters spider-sense to flare to levels that only beings like a rampaging Hulk or Juggernaut could pull off.

"Alright everyone, outside now!" Rachel said as she directed several students towards the exit while Peter saw several large cracks in the ceiling forming before he shot off multiple web bullets at them that expanded upon impact to keep it stable and secure.

"There, no need for something to bring the house down just yet" Peter said with a nod.

"Spider-man, move it!" Rachel yelled as she and the students made their way to the school's entrance.

"All right already" Peter said as he made to grab his sandwich before a Bamf appeared, grabbed it, laughed and then BAMF'd away "…Damn it"

He quickly followed the students out towards the entrance and on the way, he saw Rogue approaching them with a small scowl on her face, her hair was also a little roughed up.

"What's going on!" she demanded with narrowed eyes.

"Jean Grey's ghost is about to pull a Poltergeist on us" Peter said with a shrug.

Rogue gave Peter a confused look "Like she's going to absorb us into some vortex or creepy clowns?"

"With our combined luck, both" Peter said with a shrug.

Rogue sighed at this "This keeps getting better end better by the day…"

"And it's only the first one!" Peter said as he patted her on the shoulder "Wait is it okay to pat you on the shoulder?"

"Yes" Rogue said as she brushed his hand off and followed the others outside.

"Okay just checking because I really don't feel like having another spider powered person here with all of my experiences running around here… makes me feel less special" Peter said.

It didn't take long for the students to assemble at the school's entrance and were greeted the sight of the school grounds looking like the Hulk, Sentry, Blue Marvel, Thor, Silver Surfer and Wonder Man had a throw down in them.

"So who had 'less than one day' in the 'how long before the whole school gets demolished' pool?" Rockslide asked as they glanced around at the up even school grounds or what was left of them.

"I'm thinking maybe Cyclops wasn't so bad after all" Anole said with worry.

Peter glanced around at the devastation before he let out a hum "You know not to brag or anything, but I've seen worse"

"You consider that bragging sugah?" Rogue said with a raised brow towards the man.

"When you're on two different Avengers teams and the Future Foundation, you see a lot of stuff getting destroyed" Peter said as he kicked a small pebble away only to yelp as a large chunk of serrated earth erupted from the ground and flew towards him "AH THIS PLACE REALLY IS TRYING TO KILL ME!"

Rogue was suddenly in front of the oncoming projectile and reared her fist back before slamming it into the chunk of rock, shattering it with a single blow. The southern bell would have smirked at her accomplishment had several fist shaped earth pillars not suddenly emerged from the ground and slammed into her face, knocking her back into Peter's arms with a surprised expression.

"What the hell?" she said in shock as Peter heled her stand back up.

"Wait, did the ground just hit you?" Rockslide asked with a frown "Since when could it do that?!"

"Wow… even the earth hates and wants to kill us for what we are" Idie said with a saddened expression.

Peter placed his hand on her shoulder and gave it a comforting squeeze "Now, now Idie the planet hates and kills everyone equally"

Kid Gladiator who had emerged from the school with bits of dust on his shoulders glanced around with a hardened expression while he adjusted his red shades while Warbird stood behind him, her hands on her blades handles "Then Kid Gladiator shall kill this planet first and prove it's no match for the might of Shi'ar royalty!"

Rogue leaned in towards Peter and whispered "Is it horrible to have wished the ground ate him already?"

"He giving you trouble to?" Peter smirked.

"He took my game of dodge ball in gym class today way to seriously" Rogue muttered with a sigh.

It was than the lone Brood student glanced off into the distance with a frown "Something's coming"

That something was Iceman 'iced up' with Logan holding on to him as they used one of Bobby's famous lice slides to make their way towards them.

"Nobody hit the rocks! Trust me! They hit back!" Iceman shouted.

"Oh, now you tell us!" Peter said with a scowl that Rogue mirrored as she too would have liked to have known that beforehand while Logan glanced at the students with concern.

"Is everybody all right?"

"The kids are scared but everyone's okay. What was it, an earthquake?" Rachel asked.

Logan scanned the area with a scowl before looking towards the red headed telepath "Rachel, I want you in the heads of every student and staff member. If they're unconscious, wake them up. This was no earthquake, we're under attack!"

"And it's not even sixth period yet" Peter said with a sigh before his spider-sense went off again "Oh great now what?"

Peter was answered by several mortar rounds approaching the group before they exploded and release numerous small little figures that upon contact with the air began to rapidly grown until they reached over seven feet tall and landed a dozen or so meters away from the group.

"Oh you gotta be kidding me!" Peter said as he stared at what just arrived.

A small platoon of what looked like Frankenstein… all armed with flamethrowers!

Peter glanced at Logan with a blank expression as he placed a hand on the man's shoulder.

"Logan if we die here… pray that we're sent to a different afterlife because I'm going to sooo kick your hairy Adamantium butt back to life if we aren't!"

So much for a good first day at school…


And done.

Next chapter, some of the students think Peter may be a closet sociopath and the Jean Grey School fights back!