A/N: I Think I'm gonna write some one-shots to go along with this 'universe' anyone have any event's they'd like to see?

Chapter 14:

"Wakey wakey!" a voice slithered from the darkness.

Reluctantly, Kitty opened her eyes. The red monster, Carnage, stood before her, gloating in it's glory. Kitty didn't understand how this thing was even human. The way it moved. It possessed a flexibility that neither she or Peter could match.

She had collaborated with the X-men, along with Peter, to determine the full potential of her 'new' abilities.

"Amazing..." Beast had said. "Her stamina seems to have increased to a level I didn't think possible."

"How much?" Professor X had replied.

"By my calculations, at least seven times that of the normal levels," said Beast as Kitty and Peter continued to run the course. "Look at the way they move. It's like they know what's coming before it happens." At that exact time, Kitty ducked under a robotic arm as it swung out over her, and she didn't break stride.

And it wasn't just her stamina and agility that increased.

"MMMMFFFFTTT!" she exhaled as she pushed up on the oppressive weight above her.

Come on, Kitty! Peter urged as he stood beside her, You can do it!

"GAH!" she exclaimed as she freed herself of the weight. "How much was that?" she asked Xavier and Beast.

"Eight tons," Beast said in disbelief. He checked his clipboard and continued, "That easily makes you one of the strongest members of the team. Definitely the strongest female member."

"So Peter," she said as she wiped the sweat off her brow and sat up on the bench, "wanna arm wrestle me?"

"You'd loose," said Beast in a 'matter-of-fact voice,' "We tested Mr Parker this morning. He can lift over ten tons." She shot a glance at Beast. "Try Logan," Beast offered up, hoping for a respite.

"You said my flexibility increased as well?" Kitty asked.

"Yes," said Beast, "to an unnatural level matched only by..." A devilish smile crossed Kitty's face as she cast a sideways glance at Peter. He knew what she was thinking, and she could tell he liked the idea's going through her dirty mind.

"Lost something?" Carnage jeered gleefully.

"Yeah," she coughed, "can't find my way out. Can you help me?" Carnage slapped her across the face, hard. Kitty retaliated by struggling against the chains that bound her to the wall. She couldn't phase through for some reason.

"Feisty," said Carnage with a grin, "Don't even think about trying to break the chains. They're made of Uru. To contain the Hulk."

"You know," Kitty said sharply, "Spider-man's gonna kick your fucking ass."

"HAHAHAHAHAHA!" The New Goblin cackled as it entered the dark room. Kitty took note that the goblin's armour had been damaged. And that it's mask was missing. The face was still obscured by the darkness. "She thinks he's gonna swoop in and save her!"

"Like he saved us, sister?" Carnage hissed.

"She still believes in fairy tales. In Heroes, in him," New Goblin jeered.

"Looks like he kicked your fucking ass," Kitty spat. She got a slap to the face from the goblin in return.

"How naive!" Carnage hissed.

"Just like we where," the New Goblin replied. It then stepped into the pathetic pool of light, revealing it's face.

"You!" Kitty shouted as she recognized the face. Mary-Jane Watson, the girl who outed her at Midtown High school. One of Peter's ex girlfriends.

"Yes," Mary-Jane purred as she traced a finger down Kitty's cheek. "me," she whispered into Kitty's ear. Kitty felt something hot and wet rub against her cheek. Like wet sandpaper.

"I wanna play," Carnage hissed, and Mary-Jane backed off, letting the monster come closer. "Isn't this a treat?" Carnage said, "Peter Parker's greatest loves, all together?"

"What...?" Kitty asked. She got her answer when the skin peeled back on Carnage's face, revealing something unexpected. Kitty gasped in shock. She had seen this face before, a picture on Peter's wall. And in his memories. The face belonged to Gwen Stacey, the girl who's death Peter believed to be his fault.

Both of the women smiled at their captive's defeat, before turning away and exiting the room.

As soon as she knew she was alone, she let her head fall down in defeat. She closed her eyes, trying to remember a happier time. She found it. A smile crossed her face as her mind wandered into the nether regions of existence.

And she opened her eyes again. But she was no longer chained up in some dungeon. No, She was sitting in a hospital room, on the bed. The very same room and bed she had been in when she discovered her telepathic link to Peter. The walls were still that pale white. The chrome on the bed-frame was still there. Hell, she was still wearing the same hospital gown, and he was still wearing a torn X-man training uniform. His eyes fluttered open from where he rested on that same old chair.

"We have to stop meeting like this," he said from his chair. She shot up from the bed and hugged him tightly, not wanting to let go.

"I was so worried..." she sobbed, "This is the only thing I could think of..."

"I know," he replied, taking her by the shoulders and looking into her eyes. This was real. Not a dream. He was really there with her. And he really leaned in and kissed her. "I was worried too."

She began to cry as she said, "Peter...that thing...its...its..."

"I know," he replied sombrely. She could see the pain and guilt on his face. She cried out softly as she hugged him again.

"I'm scared," she muttered.

"Me too," he cried softly.

"But you never get scared," she replied as she looked into his eyes.

"I'm always scared," he said softly. "scared I'm gonna fail. Scared I'm gonna lose. Scared I'm gonna loose Aunt May, or Johnny. Scared I'm gonna loose You."

"And I'm scared I'm gonna loose you."

"Don't," he whispered, "No matter what. I will find you. I will always find you."

As their connection began to break, Kitty whispered, "I love you, Peter Parker."

She opened her eyes to the real word once more, all alone again. Or so she thought.

Something moved in her peripheral vision. Something big. It wasn't Carnage or the Goblin. It was the monster who pinned her down and brought her here. The one in charge.

"So my love," it hissed as it approached, "liking the accommodations?"

"I am not your love," she shot back. Whatever this thing was, it wasn't him. And she knew it.

"So innocent," He purred as he stroked her hair. Her spider-sense went haywire, but there was nothing she could do to stop it. She closed her eyes, wanting it to stop.

"Soon," he whispered, "you will be one of us" Kitty felt something attach itself to her skin and begin to cover her body. She screamed in terror.