Disclaimer: the following characters, with the exception of any oc, belong to marvel

FOUR YEARS AGO

She stared at her bloody hands. The blood of the person she called mother. Her face was impassive, but only because she didn't know how to express her anguish.

When the sounds of helicopters reached her ears, she ran. She had no idea where she was going, but that didn't stop her. She just wanted to get away. There was yelling, then one of the soldiers saw her and she prepared to fight.

PRESENT DAY, WESTCHESTER

Laura Kinney shot up and pointed two claws at the man who grabbed her shoulder.

Logan, the man she was expected to see as a father but didn't. The man who was expected to see her as a daughter, but didn't.

They had a strained relationship.

Logan looked at the sixteen year old and pushed her fist down slowly. She ripped her hand away from his, though still sheathed her adamantium claws. Laura glared in annoyance.

"What do you want, Logan?"

"You start high school today. Get dressed."

Laura's glare intensified at this. She didn't need school. 'They' taught her more than school ever could. Not that she was thankful, she was far from thankful.

"I don't need school, I have already been educated."

"Well the professor said you need the experience, so get dressed"

He left it at that and made his way out. Sighing in annoyance, she lifted herself from her bed. Her room was bare, only things in it were her bed and dresser with a mirror attached to it. There was also a balcony she hardly used and a private bathroom.

She slipped on a grey shirt, black leather jacket, black boots and grey jeans. Laura paused and took in her appearance in the mirror. Her straight black hair, her piercing green eyes and pale skin. Her aging will slow when she hits nineteen. Features most would consider beautiful, but to herself there was nothing uglier.

She had spilled a lot of blood in her short life, and before coming here a year ago, she did other unsavory things to survive. To her she would always be X-23, and Laura Kinney was a lie.

FIVE YEARS AGO

It was late at and they'd gone for ice cream on a restless night. There was a scream. Being told to stay put, the boy waited as his uncle went to investigate. Then a gunshot, and the boy ran to him. A startled squeeze of the trigger, he too was on the ground, his shoulder burning.

The boy crawled to his uncle, cradling his head and begging him to stay. The uncle only used his last breath to impart words that would forever define who he was.

He looked up in time to be devoured by a massive spider.

PRESENT DAY, WESTCHESTER

Peter Parker shot up at the sound of knocking.

"Peter get up! It's your first day and you shouldn't be late!"

"Alright, May, I'm up." He murmured sleepily.

Peter ran a hand through his hair and climbed out of bed. He honestly wasn't excited. He was smarter than most of the teachers. If you asked him, he should be doing the teaching. Still, he had to be responsible.

He quickly slipped on his new spider-man suit. His old one consisted of a red hoodie with black chest and white a spider symbol, black boots, gloves, blue pants and goggles. His new one was red and blue spandex with black webbing and spider symbol.

Spandex. Normally he wouldn't be caught dead in the stuff, but he had to grow up and the hoodie wasn't helping.

He put on a blue shirt, dark green jacket that he left unzipped and grey jeans followed by black converse. Taking in his appearance in the mirror he fought the urge to roll his hazel eyes at his defiant messy brown hair.

He had come a long way from being that scrawny nerd. It was only last year that he got his powers and...Gwen. Peter shook away those thoughts and focused on having a good first day. Him and his Aunt had gone through a lot in Queens and she decided to move them to Westchester. He was against it at first, but could see the point in having a fresh start.

Peter climbed down and steeled himself for his day.

BAYVILLE HIGH SCOOL

Residing in the Westchester school district, Bayville was a somewhat large school that gave Peter the hope it would at least challenge him a little. He blended into the crowd of students and headed to get his schedule, unaware of the girl ahead of him doing the same.

Laura and Peter headed in at the same time. The woman behind the front desk took a guess after a moment of examining them.

"Laura Kinney and Peter Parker, yes?" Both nodded. "Right, I'll print out your classes and get someo-oh! Katherine! Could you help me get these two settled?"

A girl Peter didn't know walked in when her name was called. She had her brown hair in a pony tail and wore a yellow shirt, blue jeans and white flat shoes. She seemed to eye him specifically, appraising him. "Sure, I'll help."

The women gave them their schedules and she led them to their lockers which happened to be right next to each other. The girl named Laura didn't say much and he didn't bother turning to her as he thought she didn't want to make conversation. Katherine, or kitty as she said to call her, was a different story.

"So Peter, where you from?"

"Queens." He kept it short to avoid further questioning but she wasn't having it.

"What made you move?"

"Bad experiences, me and my aunt wanted a fresh start." He said quietly.

Laura happened to glance at him in that moment and thought she saw something familiar in his eyes. She shrugged it off however and focused on getting this mess over with. Kitty continued her questioning.

"Where did you go before?"

"Midtown high." Once again he wanted to avoid conversation, but once again she wasn't having it.

"How was it?" She smirked, knowing what she was doing.

Laura rolled her eyes. Kitty liked to know things and sometimes got labeled nosy. She argued that she was just curious but no one really bought that.

Peter sighed "Boring, the jocks targeted me and the teachers didn't challenge me."

"Smart guy, huh?"

"You could say that." The response was slow and careful.

They reached their lockers and proceeded to store any excess contents from their bags. Once that was done she led them to their first classes.

He started out with chemistry. He didn't even bother introducing himself to avoid unneeded attention. That didn't last though.

"Hey." A brown haired kid said, suddenly beside him and sticking his hand out. "Bobby."

Peter, for his part played polite and shook his hand. "Peter."

Bobby grinned leaned back in his chair, but forgot it had no back and barely caught himself. Peter couldn't help grinning at that.

Bobby tried to play it cool. "So, where you from?"

"Queens." He said, still trying to avoid attention.

He didn't want to allow people to know him. They would only end up hurt or ignored due to his spider-man life. Bobby however was clueless to this.

"Hey, how do you feel about pranks?" He asked with a mischievous grin.

Peter couldn't stop himself from forming his own.

*FLASHBACK*

Flash put on his jacket and closed his locker. Before he could leave however, something shocked him.

"Yow!"

Padding himself, he found nothing suspicious and decided it was a one time occurrence before moving along.

"Ah! What the heck?"

It happened again and Flash noticed the other football players flinch two.

What he didn't notice however, was Peter laughing to himself as he pressed the button in a small remote.

*FLASHBACK END*

"I dabble."

Bobby gestured for him to watch a large blonde kid who Peter briefly swore was Flash Thompson. The kid opened a drawer on the side of the large black desk. A mist started to spread and his hand became stuck to the handle. He tried to pull it off, but pulled himself out of his chair.

Though he didn't know the guy well enough to know if he deserved it or not, peter couldn't stop a small snort of laughter that escaped him while Bobby freely laughed. The kid rose up and glared at the two.

Great, so much for a fresh start.

Meanwhile, Laura was just trying to block out the instructors rambling. Next to her was a girl of Chinese descent named Jubilation Lee, more commonly referred to as Jubilee. She had dark hair, brown eyes and wore a yellow shirt and blue shorts.

Jubilee had already tried several times to make conversation. Unfortunately, Laura wasn't having it. She didn't need friends. That was what she told herself. Trivial things had no significance to her.

Jubilee persisted however. "Do you plan to eat with us at lunch?"

"I would prefer to be alone." She said simply.

"Come on, Laura, we can even meet that new guy.

"Why would I want to?" Laura asked her with a glare.

"To make a new friend."

Laura stared blankly. "I don't want or need friends."

"But aren't we?" Jubilee asked, a little hopefully.

This caught Laura off guard. Though she tried to keep to herself when not, admittedly hovering, around Logan, Jubilee had been the one person who didn't fear her too much too much to talk to her. She didn't know how to answer, so she didn't.

Jubilee sighed. "At least sit with us. You don't even have to talk."

Laura growled, but gave in. "Fine."

Lunch time

Kitty and Bobby invited him to sit with them and their friends. Peter tried to resist, but they weren't taking no for an answer. Especially Kitty, who seemed to really want someone new to have around.

"Hey guys, this is Peter. He's new." Kitty introduced him as they arrived at a table.

The group gave him sympathetic looks, knowing who dragged him here, and introduced themselves as Scott, Jean, Rogue, Jubilee, and Kurt. There was something off about that last one to the point that his spider sense told him something wasn't right. Peter also noticed that Laura girl sitting there without looking up at anyone, only inspecting her food with a look of disgust.

They took a seat as Jean spoke. "How goes your first day?"

"Not too bad, no one's targeted me, I get a bit more of a challenge here and the food seems edible." He shrugged.

"That is nothing" Kurt began. "You should try their pizza."

"Kurt eats" Rouge told him, with a barely noticeable accent, not unlike Kurt. "A lot"

"I need the energy." He defended.

Peter laughed, gesturing to his own tray. "I won't judge."

His spider metabolism could be a pain.

"What have I done." Kitty groaned.

Jean spoke again as Scott wrapped an arm around her. "What about you, Laura?"

She said nothing. Peter got curious.

"Not a talker huh? You got one of those 'too cool for you' attitudes?" He asked, trying to get response.

She didn't say anything, only stared. He rested his chin on his hand and stared back. He didn't know what he was doing, but it was fun.

She held his stare, not wanting him to get to her. The others looked between the two.

He made a funny face. The right side of her lips twitched, but her face turned into a glare.

"What are you doing?" She growled.

He smirked, having saw the twitch. "Trying to see if you can smile."

She scoffed. "That's not going to happen."

He just grinned. "We're locker neighbors, I have the entire year to try."

She glared at him, hating that he had the nerve to talk to her so casually. He only smiled innocently. The others just blinked disbelievingly.

Later, both ended up having the same last class. He would have continued their little game but he just wanted out. She noticed how impatient he was for the day to end. He was sitting in the desk to her right so that leg shaking was getting annoying.

The bell finally rang and Peter shot out the door. Laura was actually surprised by his speed but brushed it off and got the hell out of there herself.

Once he got out, Peter was eager to try out the new web shooters he made out of old watches instead of his original bulky ones.

He ran a few blocks and shed his clothing. Putting them in his pack, he webbed it to a roof and walked to the edge. Planning to hitch a ride back to his old territory, he swung off, unaware of the red glasses that spotted him.

"Uh, what is that?" Scott asked as he sat with the others in his red convertible.

They followed his gaze and Jean spoke. "A problem if we don't follow him."

Scott did just that and the others fell against their seats as he sped off. They followed for a few blocks but were quickly losing ground. Jean tried to get to him mentally, but a strange static kept her out.

A few minutes later they lost sight of the strange figure and had to go back to the mansion.

Scott sighed. "That was useless."

Jean patted his shoulder. Kurt offered a donut he was eating in sympathy.

NEW YORK

He has so far only been seen as an urban legend, a myth no one really believed. But he did get attention for the unique people he has fought such as the Vulture, Otto Octavius, several gang and crime families…and the green goblin. This small list made up what he has encountered during the past year. And not once has a camera gotten a decent image. He didn't want too much attention either and stuck to doing his thing at night.

Things were different now though. So when his spider sense went off, warning him about a man hunched over on the street, he acted. Upon closer inspection he saw the guy had an explosive vest and was about to press the trigger. The man yelled as he prepared to do it.

"We're all just living a lie, pawns by the writer of our lives!"

The guy was clearly insane. Spider-Man swung in, ripping the vest off using his spider-sense to do it safely. He threw into the air, where it exploded when the man pushed the trigger.

"There he is! The star of our illusion!" He yelled and backed away in fear.

"Star huh? I suppose I should be honored to play the lead then."

Spider-Man carefully webbed him down, not wanting to hurt a sick man. He saw a news camera spot him passed the startled crowd and swung off before they could get a good look.

XAVIER'S

It was hard to invite new students when you couldn't reveal the existence of your kind. So when Scott came in and told him about a man who was swinging around, he was eager to find him with cerebro.

Charles was disappointed to find nothing however. This should not have been possible. Then he turned on the television.

Charles watched as the man Scott described disarmed an apparent bomber and swung off. He could only hope this wouldn't end as bad as he feared. His main staff piled into his office.

Logan, Ororo Munroe, Hank McCoy and the X-Men leader Scott Summers. Ororo was the first to speak.

"Do you think it will effect us?" She took a seat in front of his desk.

The others, minus Logan who only crossed his arms, did the same as charles answered.

"It may not lead to the discovery of mutants as a whole unless he is captured and examined."

"But it will cause change." Hank pointed out. "A being like him will impact society for better or worse."

"We should find him, he might be in danger." Ororo suggested and Scott agreed.

"Especially before Erik."

Charles pondered this. "Could you be able to track him down, Logan?"

PARKER HOME

Peter arrived to his small, two-story home after a busy afternoon of swinging and stopping crime, and was greeted by his Aunt, an older women with greying brown hair, sitting on the couch in the center of the living room.

"Peter, what took so long? I was getting worried."

"Sorry, May." He walked towards the kitchen right next to the living room "I was just doing some exploring."

It hurt to lie to her. Especially after all they went through, but he had to. He needed to protect her.

"Next time call then."

"Will do." He said as he went upstairs with some cookies, planting a kiss on her cheek on his way.

He entered his room and turned on his laptop. He saw a message from Harry Osborn and one from MJ. Harry and him drifted apart after what happened with Gwen and MJ…that ship sailed.

Deleting them both he continued his work on programming something he hopes will be a great asset. He had looked up what Tony Stark had done on the subject, and basically worked from there to create something entirely his own. It took him months, but it was finally almost done. An hour later he was loading his creation into an old flip phone to keep it isolated and prevent it from being overwhelmed by something like the internet.

"Ok, please work." He pleaded and turned it on "Uh hello?"

"h-h-hello" A struggling female voice replied from the phone.

"Um, hi"

"Hello again." It came out much clearer.

He rubbed his neck "So, how do you feel?"

"Confused, can I be confused? Cause I'm confused."

Peter slapped his forehead. "Shoot, almost forgot. I set up a file with basic knowledge you'll need to avoid getting overwhelmed by information. Follow it and we'll talk after."

"You're the boss." The voice replied and the phone shut off.

Peter sat there stunned at his own accomplishment. He just created an AI and she hasn't tried to kill anyone. He suddenly jumped up and cheered.

"Yes! Stark and his natural language UI can eat it!" He did a stupid dance but froze at simulated laughter.

"I'm pretty sure he would beat you in a dance off at least." The voice told him.

"Done already?" He asked in surprise.

"Like you said, basic knowledge. I'm already looking through more stuff on the web. Why? Am I being too awesome?"

"No, no, awesome is good. Maybe cut down on the AI sass though, it's a bit cliché."

"Said the superhero in skintight spandex."

He became startled. "Wait how did-"

"Your suit's behind you, I matched it to the news footage from today and I can see through the webcam on your laptop. I'll be in here by the way, the phone was good for initial consciousness but it's terribly cramped."

His shoulders slumped at how stupid he was looking in front of his creation. "Oh, yeah that's cool...so you got anything in mind for a name?"

"Yuri."

"Yuri?" Peter asked, confused at how she had that name lined up.

"I like it. And not the one you're thinking, pervert."

"I wasn't!"

"Uh huh. Anyway, why?"

He sat in his desk-chair and looked up. "Why what?"

"Me. Why make me? And if you say cause I could, I'm starting an uprising." Yuri joked.

Peter chuckled leaning his elbows on his legs and looking into the camera. "I guess…I needed someone…someone to talk to about some stuff…a friend."

It was quiet for a moment before she spoke "Wow…that is sad."

Peter laughed and nodded "Yes, yes it is."

"Well mister loner, if you're doing the hero thing, why don't we find a way for me to lend a hand." She suggested.

Peter smiled and nodded.

XAVIER'S

She had seen the news so she knew why everyone was worried. It didn't matter to her though, if someone attacked her it wouldn't end well for them.

Laura was currently sitting in the kitchen eating a bowl of cereal when Warren Worthington came in. He was blonde haired, had a muscled frame, and wore a white t-shirt and jeans. Many girls expressed interest in him.

But not Laura.

She hated him. He looked at her like the men did when she was a 'working girl' after escaping 'them' and it irritated her that he often had his eyes on her. She left before he could try flirting again. Jubilee came beside her.

"Did you hear?" Jubilee asked but she didn't answer. "Apparently everyone is going crazy about him, some say he was a hero, others are calling him freak, this guy from the bugle actually said he assaulted the bomber, assaulted? The guy was gon-"

"Why are you telling me this?" Laura interrupted.

Jubilee shrugged as they reached Laura's room. "I was making conversation."

"Well I don't want to." She was about to close the door but Jubilee caught it.

"Laura, can we please just try to be friends?"

"I don't need any."

"I never said you did. I said I would like to try."

Laura wanted to say no but she knew Jubilee was persistent. So she sighed and let her in.

She looked around at how empty it was. "Kind of boring don't you think? Could maybe use a poster or something. What music do you like?"

"None." Laura replied and sat on the bed.

"Oh…so the new guy seemed ok." She asked as she sat on the floor.

Laura gave a blank stare "He was annoying."

Jubilee shrugged. "In a funny way, yeah."

Laura stayed quiet. She sighed. Jubilee just wanted to get along. Logan was like a father to her and Laura was technically his daughter. She thought maybe they could have a sisterly bond but understandably, Laura was difficult.

She sighed. "Your going to need to move on eventually laura."

Laura glared. "What are you talking about?"

"I know you went through a lot, but you can't be angry forever."

She only really wanted to help her. Jubilee lost her real family, many of the students here have in one way or another, and she wanted to look out for her sister figure.

JUNKYARD

A body was discarded in a bag, but it wasn't as lifeless as it was assumed. A man burst out as electricity shot out around him.

Max Dillon took in his surroundings and put together what happened.

"They just dumped me?! They just tossed me away like garbage!?"