Humanity

For the first time since his family's death Frank felt a small measure of fear as he was about to be clawed to death. The beast raised its hand and was about to slice down when Kraven leapt forward and tackled the beast to the ground. The two titans sized each other up learning everything about their opponent just from a glance the beast charged first, Kraven obliged and charged like a male rhino the two closed the distance and then just at the last second the beast fired a web-line and dodged the attack and Kraven went sailing by. The beast took advantage and once it had proper footing fired a wide spray making a net like web ensnaring the wild game hunter. Logan used the distraction and cut himself and Frank free.

"You ok Castle?"

"Just peachy, for someone who was almost spider food." Frank retorted

"We need to help Kraven." Logan commanded. Frank grabbed his sonic disrupters and cleared any webbing that had clogged the barrel.

"I'll keep bug boy busy you get Kraven and my rifle." Frank said then ran towards the man-spider, he set one of his hand guns on the highest stun settings and fired. Logan covered his ears as the sound emitted from Frank's guns echoed through the subway. The beast howled in pain the noise was torture for the man-spider, it reached for its head with two of its arms trying to muffle the deafening cacophony the beast began to feel dizzy and it dropped to its knees. Logan fought against the pain and managed to free Kraven who himself was having a hard time with the noise, he looked over at Frank and to this day he would swear he saw a contented smile on his face almost like he was enjoying torturing the creäture. The beast was not seeing straight it had only one hope it opened its mouth and sprayed a stream of acid at his attacker all it could do was hope it struck something vital. The acid spray flew through the air and struck the blaster in his hand destroying it. Frank dropped the gun quickly and was about to reach for his other one when he saw that his holster was covered in webbing.

"Oh shit…..oomph" Frank was tackled to the ground and pinned by the beast, it roared inches from his face as it drooled acid droplets on to Franks battle Kevlar slowly eating away at the durable material. The creäture grew tired of this game it prepared itself for the killing blow when it felt a sudden sting in his back. Not enough to hurt just annoy, the creäture looked to the side and saw the man with the lion's mane around his neck holding a weapon of some kind. Kraven fired several more shots each one penetrating the beasts hide and delivering its non-lethal payload into the creäture's blood stream. The creäture began to slowly drift off but not quickly enough it was fighting the drug forcing itself to stay awake it used what remaining strength it had to knock away the rifle from the experienced hunter. The beast reared back and swatted at Kraven's head sending him flying across the room. Logan sliced a pieced of heavy grade power line that was draped along the wall he ran forward and jumped and the beast's back he then swung the cable around the creatures neck and began to ride him like cowboy at a bronco rodeo. The beast swung and flailed but Wolverine hung tight trying desperately to tire the creäture long enough so the drugs could work their magic. The creäture could feel its strength waning then it felt Logan's foot slip just an inch and it was all it need. The beast grabbed Logan's foot and pulled him down to the ground and fired 4 gobs of webbing pinning his hands and feet to the ground taking Logan out of the fight. Frank pulled at his holster but the webbing would break free he reached into his boot and pulled a knife and started slicing at the webbing but it was too thick. Frank had no choice he took the knife and changed his grip once it was done with Logan it would come for him next. It was kill or be killed now and Frank was not going down without a fight the creäture turned back to the former special ops soldier and began to lumber towards him the drug clearly taking some effect but the beast was conscious enough to finish the job. The beast lumbered forward towards the knife wielding former special ops soldier, the creature reared back with one of its clawed hands and was about to slash out when….

"Peter Stop!" A voice echoed. Frank looked and saw two new figures standing at the entrance to the spider's lair.

"Run!" Frank hollered which earned him a shot to the gut winding him. The one figure grabbed the other and jumped down landing gracefully in front of the beast. Logan looked from his pined position and saw it was Rogue and Jessica.

"What are you two doing here!?" Logan bellowed but the two girls never had a chance to answer as the beast charged forward razor claws ready to slice away the two girls limb from limb. Jessica was charging a venom blast but it was too late the creäture was too close and it grabbed Jessica by the throat and threw her away, the beast then turned its attention to Rogue. The beast could feel the drug really taking effect now and it lumbered closer and closer to her.

"Peter Ah know you're in there and Ah know you won't hurt me, please stop so we can help you." Rogue pleaded. The creäture walked up and stood to its full height dwarfing the small teen it looked on her with all of its eyes and roared as it prepared to slash her down. Rogue closed her eyes and prepared for the end but just as the creäture was about to bring down the killing blow it stopped the creäture looked as though it was remembering something. Something tucked away in the far reaches of what remained of its human mind. Rogue slowly opened her eyes and saw what Peter had become and that it had stopped attacking she switched off her nullifier bracelet and removed her gloves slowly so as not to startle him.

"Peter Ah knew there was some part of you left in there." She walked slowly to him and the creäture lowered itself down. "Ah am sorry but Ah have to do this." Rogue reached out and placed her hand on the deformed face of her boyfriend and began absorbing him enough that he passed out. Rogue fell to her knees as the power she absorbed flowed through her. Her body became more hairy and spider-like small fangs began to grow in her mouth. She hollered in pain until finally the energy dissipated and began to return to normal. She sprawled out on all fours breathing heavy until she finally began to feel like herself.

"Damn that was fun….not" Rogue said aloud. Logan got up after freeing himself he looked and saw the sleeping form of the Man-spider and Rogue slowly getting to her feet.

"That was a big Gamble you pulled there stripes." Logan grumbled.

Rogue didn't say anything she just looked to her mentor with glazed over eyes. Logan took a closer look and saw her Pupils were dilated.

"You ok kid?" Logan asked

"Oh Wolvie Ah feel great a little tired but…Giggles…. Ah feel good." If Logan didn't know any better he would have sworn that Rogue was high.

"Can you walk stripes?" Logan asked

"Can I walk Wolvie…..if you wanted I could fly to the moon." Rogue said just as she passed out, Logan picked her up and placed her in a fireman's carry and proceeded to take her out of the sewers and back to the mansion. Kraven walked in after finally finding his way back the spider nest, he was doubled over holding his side obviously nursing some broken ribs.

"The beast has fallen, good news for uh eh?" Kraven said as he winced.

"You gonna make there Kraven?" Frank asked and all Kraven could do was weakly wave that he was ok. Frank went over to pick up the sleeping man-spider and found he couldn't lift it.

"Shit, how are we gonna get it out of here?" Frank asked

"Leave that to me." Jessica said. Frank just scoffed.

"That's funny sweetheart now why don't you leave and bring Logan back here so we attempt to get him out of here before he wakes up."

Jessica got pissed and lightly shoved Frank out-of-the-way. She picked up the entire mass of muscle and hair without even grunting; leaving Frank eating a large freshly cooked helping of crow.

"Never underestimate a woman Frank." Kraven teased and they all left the sewer together once everyone was in the Punisher's van they quickly drove to the mansion.

Back at the mansion everyone was getting ready for Peters arrival Jean and Cyclops were tasked with making sure Peter didn't escape. Tony, Kitty and Jarvis had the honour of operating the machine. Forge was busy making sure the machine wouldn't short out with all the missing pieces it was a crap shoot at best that it would work. Rhodey was the key once they had the suit on Peter it would be up to him and anyone else to try to remove him from it. Beast was busy getting the medical bay ready when the PA system sounded.

"Everyone this is Storm I have received word that Peter and the others are on their way all new students and non-essential X-men must stay in their rooms until told otherwise. Medical prepare for multiple injuries, good luck everyone." Storm shut off the PA. Beast took a moment from his prep work and though he wasn't a spiritual man he stopped and said a silent prayer to whatever powers that be that they were successful.

A few moments later, Logan came in carrying Rogue over his shoulder he made his way over to a bed and placed her on it.

"What happened to her?" Beast asked

"She followed us, and then she absorbed the kid." Logan growled out. Beast quickly started his assessment and determined she would be fine.

"If I didn't know any better I swear she was high." Beast stated

"It might have been the drugs we used to tranq Peter." Logan grumbled

"Did you inject her with it?" Hank asked

"No she absorbed it directly from the web head." Beast grew very concerned quickly.

"What were the drugs that you used!?" Beast asked animatedly.

"Frank made a mixture of ethyl chloride Phenobarbital and Demurral." Logan explained

"DAMN what the hell was he thinking!" Beast said as he grabbed a heart monitor and strapped it to her arm. "Help me get her out of her uniform." Beast ordered as he ran to the medication cabinet and grabbed a vial and stuck a syringe inside once he had the desired dosage he had Logan hold her down. He drew a little spot on her chest, Beast lined up the syringe and plunged the needle directly into her heart. Before Beast could remove the hypodermic Rogue's eyes opened wide and she shot up to a seated position like a rocket was shoved up her ass.

"WHAT A RUSH!" Rogue said twitching slightly she looked around and saw she was in the infirmary with Beast and Wolverine. "What happened? Did we get him back?" Rogue asked in tizzy.

"Yeah we got him back kid Thanks to you however you might want to put this on." Logan said handing Rogue a robe. Rogue looked down and saw she was wearing only a bra and her snake skin thong panties, she quickly grabbed the robe and wrapped it around herself. Rogue had never felt so alive then she did at that moment it felt like her skin was on fire yet she was also freezing.

"What did you give meh Hank." Rogue questioned

"In a word adrenaline, you had absorbed Peter while he was fighting off the effects of the tranquilizers they pumped him up with and when you absorbed him you got dosed as well I had to inject you with this so that your heart wouldn't stop." Beast explained just then the other hunters walked in Kraven looked the worst out of all of them but when Beast saw Frank he walked over balled up his clawed hand and slugged him in the jaw.

"What in the hell were you thinking that mixture of drugs would kill a normal human." Beast bellowed

"Why are you so huffy I didn't use it on a normal human." Frank countered

"But you could have killed him and Rogue." Beast yelled back

"How could I have killed her?"

"When she absorbed him you idiot, what kind of moron are you to mix phenobarbital and Demurral. " Frank was confused.

"What do you mean absorbed him all she did was place her hand on his head and then I figured the drug kicked in and he fell over I figured that the drugs finally knocked him out." Frank defended and beast was about to lay into him some more when he was stopped by Logan.

"Easy there Hank listen why don't I patch everyone up here and you see to Spider-man alright I'm sure they could use you there."

Hank stepped over Frank and then left for the hangar where peter would be undergoing his retro-transformation.

"What's his problem?" Frank said wondering what set the animalistic Dr. off the rails.

"Don't mind him he has been under incredible stress lately." Logan said offering a hand up. "Come on I'll explain." With that Logan began to describe the nature of what rogue can do and what the purpose of the school is.

In the hangar everyone was ready all they had to do was get Peter in the machine. Scott and Jean patiently waited by the doors and Scott took the opportunity to ask Jean something that had been weighing heavily on him for a while.

"Some week" Scott said trying to act cool.

"Scott don't try to act cool around someone who A) you have practically grown up around and B) can read your thoughts. Now if you have something to ask me just go ahead and do it." Jean stated matter of factly. Scott blushed a little and then bit the bullet.

"Jean Grey, will you go out with me this Saturday?" Scott said but before he could get a reply the elevator door opened and in walked Jessica and Beast with Peter slung over her shoulder.

"Where do you want him?" Jessica asked.

"Place him inside on the table then strap him down tightly." Tony said as he performed a systems check. Jessica did as she was told she laid Peter down and began fastening the restraints.

"Are you sure these will hold him?" Jessica asked looking at the belt restraints.

"I don't suspect for long, however we just need him in place long enough to complete the process." Tony said. Jessica went back to restraining the large creature she had only one restraint left when Peter began to stir. Jessica quickly fastened the final latch and placed an anti-corrosive shield over Peter's mouth, and no sooner did she finish that, Peter awoke completely and began to thrash about trying to get himself free. Jessica stumbled out of the machine and got to her feet she charged her venom blast to a maximum stun level and fired. The bolt didn't completely knock him out but it stunned him enough that the next part of the plan could be implemented.

"Alright everyone this will require some timing as soon as I toss the container in close the door and begin the process once the suit has taken hold." Beast ordered and everyone nodded their head in agreement. Beast walked up to the door and chucked a glass container filled with the Venom symbiote inside. The glass container hit the back wall and shattered releasing the vile sludge in to the compartment.

"Close the door" and on command the door swung shut and sealed itself. Beast ran over to Tony and Kitty on the screen Beast could see into the chamber and he could see the sludge engulfing the Man-spider.

"Come on just a little more." Beast said aloud the suit had to coat every inch of Peter or the process would kill him.

"Come on…come on" Hank said with bated breath and then he saw it the suit took hold. "Now activate it now." Kitty wasted no time and the machine powered up and began the procedure. They could see the suit react to the high radiation environment but Peter was still alive judging by the thrashing and the screams that could be heard. Rogue came into the hanger wearing her robe and feeling better that is until she heard the screams coming from the chamber. She ran over to the screen and saw Peter strapped to the table inside.

"How long does he have to be in there?" Rogue asked

"Jarvis ETA till total mutation reversal?" Tony asked his AI

"Another 30 seconds sir then another 10 to vent the radiation." The British sounding AI replied

"Ok Rhodey on my mark hit that tube with your sonic pulse." Tony ordered

"And you missy get ready to pull him out once I tell you." he said to Kitty as she got up from her seat. "Everyone put on your ear protection now." Tony ordered and everyone followed it.

"Process ends in 10 seconds…." The AI began to count down from 10 "9….8….7….6….5….4….3….2….1….0 Process complete beginning shut down."

"Rhodey, fire now!" Rhodey activated his cannon and the sound wave rippled through the machine causing echoes upon echoes inside. Tony tried to see what was happening but the camera inside went dead just as he saw Peter's outline break free from his restraints.

"Kitty get in there and get him out if you can." Tony yelled and Kitty Phased herself inside. When she didn't come out right away everyone began to grow concerned Tony raced over to the ready to rip it off its hinges when she came out carrying an unconscious but very much human looking Spider-man.

"Like sorry it took so long but I had to put something on him or he would walking around buck naked. Plus I had to put the mask on him, no offence to you guys but he hides his face for a reason and we should respect that." Kitty carried him over to a nearby gurney. Beast quickly rushed Peter to the med bay to make sure he was ok Rouge and Kitty went with him.

Tony looked over to Rhodey and gave him the cut throat action with his hand telling him to shut down his cannon. Rhodey did as he was asked and shut it down.

"OK how do we open it up without being infected?" Rhodey asked

"Once again you have become useful Rhodey part of my suit is inside that machine yours is still intact." Tony went and grabbed a clear see-through specimen container with a vacuüm attachment that held the original venom sludge. "Go on in there and place it in this." Rhodey closed his visor and took the container he open the latch and entered the chamber closing the door behind him. A few moments later Rhodey came out carrying a full container.

"Here you go Tony, one batch of viral sludge." He tossed the canister and Tony looked it over and became slightly distressed at what he saw. "What is it?" Rhodey asked at his friend's expression.

"Nothing I hope but this sludge was black when it went in now its red."