Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.

This chapter will feature a team I've kinda neglected.

Juggernaut looks like his standard ultimate incarnation; Lady mastermind looks like her mainstream counterpart.

For the sentinels they are not as big but are still dangerous.

Chapter 14

Unexpected Help

The party had been rather good considering peter had arrived about an hour late. May. Harry, Liz, MJ, Gwen, Marc, and Helen were all there. George arrived late due to his police work. But overall it was pretty fun. The only thing that brought Peter's mood down was the fact that Eddie and Jess couldn't be here. Sure he ha given his lost twin a bit of a present, but he still felt like she had been cheated out of it. During the party Peter was trying to think of ways in which he could give Jess and actual present. Thinking back on his crime-busting spree with her he finally got an idea. Tomorrow he would give her a present that would prove to be invaluable. Gwen and MJ were trying to enjoy the party but Peter could tell they were still uncomfortable being around him after all the lies he had told them.

After the party ended everyone went their respective ways. George informed May and Peter that the Stacy's home problem had been fixed, courtesy of Matt. The following days they would be moving into their new house down the street. This would be good as Peter could gain a little more privacy with his secret identity especially since Gwen would be out of the house. He did have to find a way to apologize and explain himself to both Gwen and MJ. But first he had to finish a little project for his sister.

…..

Warehouse, The Next Day

The new lab Peter had built (more like salvaged) was sufficient enough to create the new devices for his sister to use. Next time she dropped by to discuss SHEILD business he would give them to her. His radio transmitter then broadcasted a police radio signal detailing a large-scale destruction that required the S.C.U. (Special Crimes Unit). Peter quickly dressed in his Spiderman gear and rushed to the scene of the crime.

When he arrived he saw what looked like a battlefield. Cars were ruined, crushed and on fire. The street was uprooted and street lamps were bent and broken, if not outright shattered. In the heart of the destroyed area stood two figures who couldn't be more different from each other. One was a man that was as tall as Rhino, but built like the hulk, he wore a large dome like helmet that covered his face. Only a small visor like area was open, but it was covered by a red visor. He wore heavy looking boots and two cris-crossing straps lined with spikes covered his chest. The other was a blonde haired woman about (18 years of age) in a form fitting black combat suit with the top cut to reveal a small amount of cleavage. The tall one spoke to his companion, "Mastermind why'd we even bother wrecking this place? There is nothing worth stealing here!" The shorter one spoke up to her partner, "Because I was pissed and needed an outlet, that's why Juggernaut!" The one now known as juggernaut looked down at her. "That is one of the dumbest reasons I have ever heard!" "Oh shut up!" Mastermind said.

Spiderman noticed that a squadron of S.C.U troops had arrived on the scene. They opened fire on the two, but the bullets bounced harmlessly off the skin of the man named Juggernaut. "Is this really the best they got?" he then effortlessly flipped one of their swat trucks. The cops ran from the incoming vehicle to avoid being crushed. "Yeah they are pretty pathetic, let me give them a scare." Peter watched from his perch and saw the girl known as Mastermind close her eyes before raising her hands at the cops. Suddenly the cops began to fire blindly at the empty streets as they began to run from nothing. One officer fell to the ground as his flesh began to tear from his body. Peter's enhanced eyesight could see teeth marks appear all over the officer's body as he was torn to shreds. "Those monsters ate Nate!" one officer screamed. "Fall back! Fall back! We need back up against these muties!" the swat team retreated from the area leaving only Spiderman (Hidden on his perch) and the two mutants. 'So their mutants huh? So I guess the big guy has super strength and durability, while the blonde chick must be some type of telepath. If she can cause people to be torn apart like that she must be using the brain's own nerve impulses against the body.' "You made them see monster's?" Juggernaut asked his mutant companion. "Yep, you know those ones from the Alien's franchise, those are the best!" "You like that movie too much." "Like you and predator." "Those movies are horribly underrated!" the two began to argue and Peter decided to make his presence known. He leapt from his perch and kicked with both feet into Juggernauts back. This made the behemoth fall forward, almost crushing his partner though he stopped himself with his arms. "Hey what the Hell Cain!?" "Tell it to that guy Regan!"

"Yeah tell it to the dashing hero in a red and black spandex suit." The two mutants looked up at Spiderman in shock. What was once shock was soon replaced by a wide smile on Mastermind's face. "Hey you're that bitchin vigilante who kicked that monster's but!" Juggernaut looked surprised by that comment and looked more closely at Spiderman. "That's the guy!? Man dude must pack a wallop." Both of these comments made Spiderman raise an eye. 'Are they complimenting me or is this some form of distraction?' Peter decided to ask the obvious question. "Umm.. You guys know who I am?" Juggernaut was the first to speak up. "Yeah your the dude who beat the crap out of that green monster with the tail!" Mastermind also spoke up. "How wouldn't we know? The media has been all over your story!" This was news to Peter, he really hadn't paid much attention to what the media had been saying about him, so much as the criminals and the crime wave he was trying to stop. "I kinda thought the media was trying to down play me." Peter quickly thought this over; if the media was able to get info on him he could lose a fighting edge. "Yeah dude! Hey are you a mutant too?" Mastermind's enthusiasm was beginning to creep Peter out. "Uh, Kinda." He responded. "You mind if you guys turned yourselves in for murder and massive collateral damage?" The two mutant's attitude immediately changed from almost fan level to hostile. "You want us to surrender to those assholes!?" Mastermind was shaking with fury at this point. Cain put a giant hand on her shoulder to calm her. "You have no idea what those bastards due to mutants! We broke out so we could be free!" "Free!? Open your eyes! You're wrecking a city and killing people! You're murderers and terrorists at this point! Any good intentions of freedom you had just got squashed! I'm taking you in now!" With that said Spiderman lunged at the two, Juggernaut charged at him and tried to slam him with a fist but the nimble hero dodged it by a hair-width. "Stand still bug boy!" Juggernaut continued to slam his fist into every spot Spiderman had once been. "How many times due I have to tell people? Spiders are arachnids!" he slammed into Juggernauts actually making the man grunt as he staggered backwards. "I got him Cain!" Mastermind closed her eyes as she placed her right hand on her temple. Instantly Spiderman saw a giant T-Rex charge at him, 'This has got to be an illusion.' Spiderman dodged the attack looking for the two mutants. 'I can't risk getting hit by those illusions, even if I know they're aren't real. I don't know if they will still affect me or not.' He dodged the jaws of the dinosaur again but then felt his spider-sense alert him to danger right behind him. He leapt away from the area and clung to a building. He saw a car being smashed into pieces but there was nothing hitting it. 'Mastermind must be cloaking herself and Juggernaut.' Spiderman tried to think of ways to avoid being eaten by an imaginary dinosaur and being crushed by a powerful mutant at the same time. He then thought of an idea when he noticed a fire hydrant. He jumped down to the red water pipe and ripped it open. He then smashed his fist into the high-pressured waterspout; he then directed it from all angles.

Mastermind's illusions took concentration, and a blast from a fire hydrant would definitely break her concentration. The second she was hit with the fire hydrant her illusion was broken. "Regan!" Spiderman looked in time to see Juggernaut charge at him faster than he had ever seen anyone charge, he was bale to dodge the blow but when he landed the ground shattered. He realized Juggernaut had slammed his fist into the ground uprooting Peter's position. The giant behemoth was able to grab the wall-crawler and he began to squeeze his neck. Peter unleashed his venom shock into the Juggernaut but it only seemed to mildly hurt him. Spiderman even unleashed his claws into the villain's arm but to no avail. He was bout to black out when a red beam of energy slammed into juggernaut's head. The giant fell to the ground with one hand on his helmet.

Spiderman was coughing violently trying to allow his lungs to breathe again. Peter looked up to see six figures standing in the street. One of them had his right hand on the edge of a glowing red visor connected to a mask like helmet that exposed his mouth. He wore a yellow and black jacket over an armored vest; both the jacket and the combat fatigues he wore had a yellow X that covered the clothing. He was flanked on his right by a slightly shorter man with messy black hair and three metal claws on each hand (Imagine Wolverine in his ultimate uniform). On his left was a tall man with metal skin and black hair (Colossus in his ultimate uniform). The one in the helmet like visor spoke up, "Surrender now Juggernaut! If you don't come quietly w-" "You'll what? Hit me with your fancy visor? That didn't work last time!" The short one with the claws spoke up. "This isn't last time bub!" He then charged forward with the metal man and lunged at the giant. Juggernaut ran forward as well and slammed head first into the man with metal skin, he flew several meter sand crashed into a group of cars. "Colossus!" The man with the visor shouted in concern. "Cyclops, need some help over here!" The man with the claws was holding his own against Juggernaut pretty well. His claws were cutting into the behemoth far easier than Peter's had been able to. "Wolverine duck!" the man apparently known as Wolverine jumped to the left as a powerful blast of energy slammed into Juggernaut again. Spiderman looked up to see the one known as Cyclops firing it from his visors. Juggernaut staggered back slightly but he soon began to move forward despite still being hit by the laser. "You X-men are nothing but traitors to us mutants! You're fighting for the same people that hate you!" "We're doing what's right!" a heavy Russian voice sounded as the X-man known as Colossus slammed into the Juggernaut, the two powerhouses began trading blows, but it was clear Juggernaut was slightly stronger. Colossus was more coordinated in his attacks however, so the fight was still raging when a 'bamf' noise was heard right behind Spiderman. He turned behind him to see two new figures dressed similarly to the other three.

One of them had dark blue fur, pointed ears and a tail. He was wearing a similar suit to Cyclops but he didn't where shoes exposing his three pronged feet. He also carried a set of what looked like pirate swords strapped to his back. The second figure was a young girl about Peter's age. She had long brown hair and was wearing a formfitting black and yellow suit with an X on it. "Heir Cyclops we're in position!" "Then get that helmet off!" The short demon like creature grabbed the girl and teleported right behind Juggernaut. The girl then grabbed the man's legs and sunk them into the ground. "Wha-!?" the blue furred mutant then jumped on Juggernauts helmet and pulled on a latch (1 of 4) on the helmet. Juggernaut noticed the mutant on his helmet and tried to grab him. The blue furred mutant teleported away and appeared next to Cyclops. "Shadowcat move now!" the girl immediately phased through an incoming fist and ran to the others. A car came hurtling towards her (thrown by a furious Juggernaut). Before the others could warn her, a black and red blur catapulted towards her, grabbed her, and leapt out of the way of the car. Spiderman landed with Shadowcat right next to the other X-Men. Putting her down, Peter looked at the group. He was standing in front of the outlaw mutant heroes the X-Men. "Ok other than knowing the names of those guys down there, who the Hell are they!?" Cyclops looked hesitant to answer, "Oi! You're that Spiderman guy aren't you?" Spiderman looked at the dark haired mutant with the tail. "Yeah. I am. Mind answering one of my questions for a change?" before anyone on the team could answer, Juggernaut ripped through the street to free himself of his concrete prison.

"Great he free now. What now Cyce?" Cyclops calmly responded to Wolverine in spite of the situation. "We stick with the main objective, take that helmet off. Once we do the Professor can shut him down." Spiderman looked at the lumbering brute as he stepped out of the crater he had made. Suddenly several grotesque creatures came to the Juggernauts aid. They looked like Ridely Scott's alien creatures. "Guess masterminds up and kicking." Spiderman grumbled. "We'll have to take her down too, she and juggernaut are too powerful to be kept loose." Cyclops then looked at Spiderman. "Think you can lend a hand?" "Probably. What's the game plan?" Cyclops looked over his team before speaking. "We got two teams, offense and runners, Spiderman, Shadowcat, Nightcrawler, you're our runners. While the rest of us run offense take out Mastermind if you can, but main objective is getting that helmet off of Juggernaut." The newly dubbed team of runners nodded in understanding.

Colossus and Wolverine leapt into the streets smashing and slicing the monsters while trying to battle Juggernaut as well. Cyclops fired off several beams blasting several of the aliens. While Masterminds illusions were not physically real, the target could mentally fight back by convincing themselves that they could hurt the manifestation. Spiderman and his two new allies leapt towards Juggernaut. Peter unleashed his four mechanical arms to slice the illusions apart. He landed near Juggernaut, firing several web blasts to slow him down and to blind him. Shadowcat phased through the giant and unlocked one of the latches. Nightcrawler followed suit by teleporting on top of the mutant and unsealing the last two latches before being chucked off. A well-aimed blast from Cyclops blasted the helmet clean off. "Professor he's wide open!"Shadowcat exclaimed. Spiderman looked at Juggernaut but the brute only started to swing his fist around trying to kill the heroes. "Hey why isn't he stopping!?" Shadowcat seemed kinda scared now, Nightcrawler seemed to share her fear, "Yah, he's not slowing down!" Cyclops paused in shock before shouting. "The professor says their still something blocking his mind!" Spiderman looked up at Juggernaut and noticed a skullcap covering the man's head, it seemed like it was lined with some sort of panels. "I think he might have a spare helmet!" Peter pointed to the man's head. "Crap that means we have to change our game plan. Spiderman dodged another alien before he leapt onto a building. He looked around the area searching for any Sign of Mastermind. 'She's still cloaked!" Before Spiderman could think of a new strategy he heard a loud rumbling noise coming from above. He looked up to see 7, 5-meter tall purple robots flying towards the battlefield. "Cyclops we have sentinals incoming!" Colossus shouted to their leader. "Shit X-Men fall back! Spiderman you need to leave, if these things see you helping us you'll be their target!" "Alright fine!" He saw the sentinels begin to open fire on the group. Juggernaut seemed to be the main target as he began to attack the drones.

Peter was about to flee the scene, trusting that the X-Men could escape unaided, but his head suddenly felt like it was going to burst. It throbbed with pain as all of his recent woes began to be projected in front of him like a slideshow in fast-forward. He knew it was Mastermind's doing. He could see her from the corner of his vision even though the pain was excruciating. "You..! Get out...of my head you Bitch!" Peter fired a web blast straight at her face covering both her mouth and nose. Mastermind's attack stopped, but the pain was still unbearable as he collapsed unconscious on the ground. Mastermind struggled to try and remove the webbing as she was beginning to suffocate. Juggernaut saw her predicament and rushed to her aid, already having dealt with two Sentinels, although he looked a little injured. He tore the webbing from her mouth allowing her to breathe again. He then took her in his arms and charged away from the scene as several sentinel flew after him.

As the X-men prepared to leave in their cloaked jet, Shadowcat noticed the collapsed form of Spiderman on the street. "Wait!" she called to her teammate who looked to where she was pointing. They saw Spiderman lying in the street, unmoving. "Shit! Kurt!" "On it!" the young mutant teleported by the side of the down vigilante and grabbed onto him. "Easy freund your safe." he then teleported onto the jet as it flew off; unleashing an EMP across the area to scramble the sentinels systems. "What should we do with him?" Colossus asked. "We don't have a choice. Will take him to the mansion. The Professor can help him." Cyclops stated as he sat in the jet's secondary pilot seat. "Yeah, well make sure he doesn't flip out when he wakes up." Wolverine said as he piloted the flying vehicle.

Another one completed. Still wondering if you guys want me to do another fanfiction like ultimate avengers or an ultimate Ironman. The X-Men and other super teams will have a larger role in the future.