I do not own BB, Spider-Man, or anything else from Marvel and DC.

Enjoy.

/

35.) Children of the Atom

The black limo stopped by Garfield's house as coming out of it was Wintergreen. The butler came out as he holds the door for Rose, who stood carrying her suitcase and gym bag. She is wearing a black skull t-shirt and blue jeans as she looks at Rita.

"Thanks for taking care of me all through the summer, Aunt Rita." Rose told the woman.

"Anything for you, Rose." Rita replied as she hugs the silver hair girl "I just wish Garfield would come down here to see you."

"Don't worry, I don't think he wants to see me right now." Rose assures the woman "Besides, he's helping out moving Kori's things. What school is she going to, again?"

"The Caulder Xavier Institute for the Gifted, is what Galfore called it." Rita states while Rose stares at the moving truck.

/

"So you have the x-gene, Kori?" Garfield asked as he holds up a box of Kori's clothes in their private.

"Yes, Friend Garfield." Kori replied in whisper "Rachel and Donna said that I have powers to cause microwavable heatwaves." she explained privately as Jason comes out from the door getting another box of Kori's things.

"Alright, just a few more boxes and you'll be set to move, Kori." Jason states. The secret agent of SHIELD was quite shocked that Kori is a mutant. From what he had researched Kori is actually the half-sister of Komi and Ryan, as the youngest Anders sibling was conceived by an affair their mother had with another man who turns out to be a mutant. 'This family is full of surprises.' he thought to himself, as he pretends that he is unaware of Kori's mutant status. "So did anyone saw that ball game between the Spiders and the Sinister 12?"

"Oh yes, the Spider-Man was quite victorious against the evil Dr. Octopus." Kori replied.

"Yeah he was. That was pretty fun to watch, to be honest." Garfield commented with a hidden smirk, but then lost it as he turned to the two other people in the room. "So... you never mentioned how you would be getting to the school. Care to explain?"

"Oh. One of the teachers... Ms. Grey I believe will be picking me up and taking me personally to the school." Kori answered with a sad smile.

"Alright, guess I...won't be seeing you for a while." Garfield sighed, it was late August and as it is close to going back school Garfield's going to be all alone for the rest of his school year, with his break up with Rose, and Kori's move, he doesn't think he's going to make some new friends on the way. "I wish you didn't have to leave, Kori."

"I wish I didn't too, but we can still email with each other as well as visiting for the holidays." Kori replied.

"I'll be around too, Kori. I can show you some cool places I know where we can hang." Jason states which makes Kori smile.

"Thank you, Jason. I love to hang out with all of my friends, especially my boyfriend." Kori replied sweetly, which makes the secret agent blushed.

"U-Uh yeah, that would sound cool." Jason replied while stammering 'What the hell? Why did I just stammer? I couldn't be in love with her, I'm an agent on a mission for Pete's sake.' he mentally told himself, he doesn't know where these feelings are coming from but he can't let his emotions ruin the mission: find any connections between Logan the photographer, and Spider-Man.

/

Meanwhile, in an underwater base. There stood Doctor Octopus as he is on his chair, facing a large computer screen as it shows a shadowy figure on the chat video.

"I hope you get my proposition, Magneto." he said to the figure revealed to be Magneto.

"Even though you are a human, I couldn't help but agree to your plans." Magneto respond "Mutantkind must learn that we are a supreme race! I will follow your instructions as it will draw out the X-Men's attention."

"Now that the plan is set, all we need to do now is lay down the ground work and set my plan in motion." Ock stated as he chuckled to himself. "The plan may take awhile to set up, but even longer to execute."

"What is the timeframe we are looking at?" Magneto asked the mad scientist.

"Seven months at the earliest." Ock answered, clearing his throat. "For now why don't you do your own thing, and while you're at it, try not to be identified as a mutant."

"That will be too easy." Magneto scoffed as he walked way from the human, trying not to get sick at the thought of working with him.

/

"I believe that's her!" Kori exclaimed as she sat in the front room with her boyfriend and her best friend. "I am so excited!"

"I'm happy for you, Kor." Jason smiled as he waited for a time to leave and give his report to his superiors. "Maybe I can come over and visit with you at some point."

"I would like that, but I am not sure if the school would allow it." Kori smiled at her boyfriend.

"Well if you give a good word for the dean then I can wait." Jason said as he kiss Kori on the cheek, as he leaves .

"Hello, Ms. Anders." spoke a redheaded woman with green eyes, wears a pink blouse with a white jacket, blue jeans and white tennis shoes. Next to her is a brown haired girl around Gar's age, with blue eyes, pink lips, and wears a red t-shirt and blue shorts, with yellow sandals. "I am Ms. Jean Grey, and over here is one of the students accompanying me, Kitty Pryde."

"What's up, nice to meet you Kori. Rachel has talked so much about you." Kitty said as she looks at Garfield "And who's this cute friend?"

"This is my best friend, Garfield!" Kori smiled at the brown haired girl, hugging her friend very tightly.

"Why hello there." Kitty greeted cutely as she flashed her bright brown eyes at the boy, flaunting a cute smile that made him blush a little. "I'm Kitty Pride." She stuck out her hand.

"Garfield Logan." Garfield greeted in return as he shook her hand and then found himself in a tight hug from the girl.

"Oh my god! You are so huggable!" Kitty squealed as she hugged the blond boy with all her might, but not even as tightly as the red headed girl did just before her.

The blond was going to say something when he heard a voice in his head.

'Don't be alarmed, Mister Logan, or should I call you Spider-Man?' A silky woman's voice sounded off in his head, and he some how knew that it was the red haired woman that he met before.

'Right... You mentioned that you were a telepath didn't you?' Garfield thought in return.

'Correct.' Jean Grey respond 'Sorry for intruding your mind but just want to tell you about what happened at the baseball stadium that night.'

'Oh right, when Doc Ock told the world about a lot of stuff that's suppose to be a secret, like with the mutants?' Garfield asked.

'Yes. Since then we must keep our existence a secret until everything's blown over. There are many reports and sites that are talking about it but luckily there are some people we X-Men know can manipulate the media by making the news into adds that spread bugs.' she states 'There are still some mutants out there who haven't known much about the X-Gene and will start developing powers soon. Just letting you know to keep on a look out for that crazy Doctor Octopus and his gang of villains from exposing some secrets that may cause public panic, or worse a witch hunt.'

'Alright.' Garfield nodded secretly as Jean also adds.

'Also, aren't you dating, Mr. Logan?' Ms. Grey asked him.

'Actually single now.' Garfield told her as Kitty release him. "Thanks for the hug, but uh I gotta go to work."

"Aw, I hope we can get to know each other more." Kitty pouted.

"Don't worry, we can talk more when I'm not busy." he said which perks up Kitty as she hands him a phone number.

"Great! That means we can get to know each other." Kitty states as she winks at him.

"That'll be great!" Garfield smiled, not realized that he just went from being single to being in a relationship/he just doesn't know it yet.

Kori looked on with star in her eyes as her best friend and her new friend were already exchanging numbers with one another. 'Maybe there is still hope for Garfield after all.' She thought as she hoped for her friend's happiness, but still a part of her wanted him to be happy with her sister. But it seemed like it wouldn't happen, not now, not ever.

"Fantastic! I'll call you tonight!" Kitty smiled as she placed the phone number in her purse and felt herself become giddy with joy. 'First a new school, and now my very first boyfriend.' She thought, getting way ahead of herself.

/

At a state prison somewhere in New York, Dr. Harleen Quinzel sits outside of a jail cell as she is with her latest patient.

"So why did you rob the bank with the Wilson impersonator?" She asked, knowing about the bank robbery where eye witnesses say that Slade Wilson has escaped but it turned out to be the Chameleon since the real Slade is still in Rykers.

"I did it cause I needed money." the prisoner replied. "I would've gotten away with it too if it weren't for that pajama wearing web head."

"Aw, you mean Spidey-Man? Every criminal always blames him. It's not his fault that your life went downhill for makin' bad life choices." Harleen states, her Brooklyn accent evident.

"You're right...it's not Spider-Man." the prisoner steps out of the shadow showing the scruffy black hair, eyes, large chin as his muscular hands grabs the bars "It's that Logan's fault I'm in here!"

"Who?" Harleen asked.

"Garfield Logan! He's the shrimp that got me expelled from school! I used to be Midtown High's top quarterback, but he ruins it by gaining a hot, no, two hot girlfriends as well as every girl wanted to jump his gun! When I get out of here I'm going to destroy his little nerdy world and show him who's top dog!" Adonis Thompson declares as his neighboring cellmate laughs out loud.

"Hahahahaha! Hey, mind if I join? It's been ages since I've killed a kid!" spoke a greasy haired man with green dyed hair, pale complex skin, green eyes, and wears the same orange jumpsuit uniform as Adonis is.

"Mr. Jack Ledger, please don't bother my patient." Dr. Quinzel plead the prisoner.

"No, let him talk. I would love to see the look of that shrimp getting cut up." Adonis smirked evilly which worries the doctor.

'I should recommend separating those two far from each other to my superiors.' Harleen thought with worry "You're a grown, teenage boy right now and your parents' lawyers are still working on getting you out, Mr. Thompson. Either you behave and let me try to understand you or you won't get off as a complete normal, abiding citizen." she scolds the former jock while a guard was just passing by her.

"Fine." Adonis grumbled as he leans back to his seat 'But once I'm out, I'm going to get my revenge.'

Unknown to Adonis, Dr. Quinzel and Jack Ledger, the guard that was passing by is none other than Mr. Mod in disguise as a prison guard.

'Looks like some candidates for the good ol' doctor's symbiote project.' The disguised Mysterio thought as he continues to walk, going to communicate his comrades about the plan in motion.

/

At the Daily Bugle, Garfield is just standing there in his boss's office as Jameson has his arms crossed.

"Just another of these pictures of Spider-Man arresting some grunts and none of them sells!" Jameson barked throwing away the pictures "What's going on with ya, Logan!? Have you lost your edge!?"

"Sorry, Mr. Jameson. I've been not so feeling well." Garfield respond solemnly.

"Wait, don't tell me..." Jameson smirked "I think I know why you look so down, did ya girlfriend get any stomach flus lately?" he asked, might be expecting a story from Gar's love life with the famous Rose Wilson. 'He's probably upset and looks tired because he got his girlfriend pregnant or something.'

"No sir, Rose's not sick." Garfield states "In fact, we kind of broke up."

"Oh, really now?" J.J. was shocked, but not overly surprised by the news. Garfield was some nobody photographer, and not a good one at that, and Rose Wilson was practically considered royalty in the city. There was no chance that their relationship was going to last. "Sorry to hear that, Logan. But that doesn't excuse the crappy pictures!" He yelled at the boy. "Get back out there and do your job!"

"Yes, sir." Garfield sighed as he walked out the room and prepared himself for another grueling day of taking pictures of Spider-Man for a living.

"Hey there kid." Clark greeted as he looked up from his desk and saw how terrible the normally happy teenager looked. "What's wrong?"

"Being single sucks." Garfield responded, rubbing his face.

"You're single? But aren't you dating Rose Wilson?" Lois questioned as she popped up before the teenage boy and took out her recorder. "Since you two aren't dating any more... got any juice details about New York's favorite white haired beauty to share?"

"She was amazing." Garfield sighed again, this time in annoyance.

"That's not what I want to hear, and you know it mister." Lois pouted in response.

"Lois, give the kid a break." Clark told her as Lois just huffs "Look Garfield, breaking up is what happened to guys your age. Summer romances never last long, but it doesn't mean you should let it distract you."

"Like how it did to my sister who's now a spinster who owns cats." Lois adds while drinking her coffee.

"Thanks guys, but I'm not going to let the break up get a hold of me." Garfield said as his superior hearing hears what the other reporters are talking.

"...So on my way to work, my GPS system on my phone was working really glitchy." one reporter told his co-worker.

"Really? Mine too. Around the Empire State Building area?" another asked.

"Yeah, I heard from a technician that these phones do that when its near a polarizing magnetic field." he respond "But the strangest thing is that when I pass the Empire State Building, I could've sworn I saw someone on top of there, like with a cape."

Hearing this cause Garfield to be curious, "I gotta go, just remembered that my aunt needs some eggs." he said as he heads down to the elevator.

"Later Garfield." Clark told him as Lois shouts at him.

"And don't get a cat like my spinster sister did!"

/

Now changing into Spider-Man, Garfield swings towards to the Empire State Building. 'Clark and Lois is right, I shouldn't let my break up to distract me.' he thought as he swings up in the air and sticks to the building as he crawls up "First Komi, then Rose, last thing I need is rebound, right?" he muttered while crawling up until he shoots his webbing towards the pole as he jumps from the wall of the building up high to the pole, and then jumps up some more to shoot his webs up to the top of the building "Alright, now to distract me on a more important matter like what's been causing lost cell phone signals." he said but then realizes what he said "Man, crime's low today and I'm searching for lost signals in cellphones. Am I getting bored?"

"It depends, do you talk that much, arachnid?" spoke a booming voice as Gar's spidey senses a presence as he turns to see the culprit.

"Magneto!?" He exclaimed as he steps back "What are you doing here!?"

"I was expecting you to show up." He said as he levitates metal around Spider-Man to wrap him up by the feet and his hands.

"This is not good." Spider-Man said as he is suddenly pulled towards Magneto as the master of magnetism throws him down on a roof of a building. Spider-Man uses his strength to squirm out of his metallic appendages bounding his wrists and ankles as Magneto floats down towards him. "So what did I do to peeve you off? Is this about the crack about your bucket helmet I made one time?"

"You're nothing but a bug that's good for bait." Magneto told him as Spider-Man felt a sting in his arm. The arachnid turn to see it was Mystique behind him, injecting some kind of heavy sedative.

"Oh craaaapp." Spider-Man said as he felt his body limp, as Mystique stands up and stomps on his face, knocking him out.

/

"Wow, the school looks beautiful!" Kori comments as she brings her luggage when entering the school.

"Yeah I know, right?" Kitty replied as Kori spotted Rachel coming from the hallway with Jen.

"Rachel!" Kori jumps in joy as Rachel spotted Kori running towards her and gives her a tight hug "It's so nice to see that we're in the same school!"

"Glad to see you too...Kori." Rachel replied, trying to not knock Kori out to avoid her face contacting hers. She's lucky to wear a black turtleneck sweater, green skirt and black leggings with black gloves. "But can you...let go of me?"

"Sorry, Rachel." Kori apologized "But it's so good to be in the same school with you."

"Friend of yours?" Jen asked the goth.

"More or...she's a very good friend." Rachel replied "How's Gar doing?"

"Oh he is doing wonderful, but he is filled with sadness now that he and Rose broken up." Kori states which makes Rachel feel bad for Gar and Rose, it seems like they have something good but guess some relationships don't last.

"Is he looking for rebound?" Jen inquired as Kitty look at her suspiciously.

"Hey, I called for him first!" Kitty response as she and Jen shot each other looks as Jen smirk and Kitty fumes, almost like a cat fight's going on.

"I feel bad for Gar already." Rachel said as she felt Professor Caulder Xavier communicating through her mind.

'Rachel, Ms. Grey, come to my office. It seems our old enemy Magneto has Spider-Man hostage!' Dr. Caulder states which shocks Rachel and Ms. Grey.

"Spider-Man?!" Rachel gasped, fearing for her friend's safety.

"We need to go! Jen, you and Kitty show Kori around, but first take her to her room and help her get settled in." Jean ordered as she and the gothic girl ran off, going to get suited up and to save the Spider-Man.

"Not fair!" Jen pouted.

"When do we get to go on the cool missions?" Kitty also pouted, before turning to the confused red head, smiling. "Don't worry about that. You'll learn later on, but for now how about we get you settled in."

"Alright new friends!" Kori agreed, putting the things about Spider-Man to the back of her mind. 'Be okay, Garfield.' She thought as she walked with her two new friends to her new room.

/

Spider-Man groaned as he started to regain conscious; hid head pounding like a drum. "W-What happened?" He asked himself.

"I happened, Spider-Man." A deep, smooth voice sounded from his left, making the masked teenager look to see a red armored man.

"W-What's your name again?" Spider-Man asked the man.

"Why you don't recall how you prevent me from recruiting Rachel Roth, Spider-Man?" Magneto asked as he stood in front of the arachnid.

"Oh now I remember, the bucket head." Spider-Man replied as he is slapped by Mystique's hand. "Ow! Lady, that hurts!"

"Foolish arachnid, we're just using you as bait." Mystique smirked at him as she bends down in front of him, as her chest hangs down for the web head to see. "And what do you think you're starring at?"

"Uh...nothing, but why did you guys want me?" He demands while avoiding Mystique's gaze at him. 'This place smells like raw sewage, am I in the sewers!?'

"Nothing personal, we just want you to draw out the X-Men." Magneto told him as someone hops down towards the group.

"The X-Men are coming, master!" Toad states as his tongue snatches a bug which he eats.

"Which ones, Toad?" Magneto asked.

"Wolverine, Jean Grey, Nightcrawler, Storm, Colossus and their younger one Rogue." Toad states as Spider-Man's eyes widen.

"Rogue, huh?" Mystique smirked as she turns to Spidey as she shifts into Rachel, walking towards the webhead seductively "If I recall, she may have know you somehow. Wonder how much we can put a price if we learn who's underneath the mask?" she said as she sits on the bound Spider-Man's lap, tracing her fingers on his chest which makes his face under his mask heated up.

'What is this woman's deal!?' Gar's mind shouts as he tries to resist his hormones to poke the shapeshifter sitting on his lap while disguised as Rachel, who then changes back to her basic form. "You don't want to see me under the mask, trust me I might look hideous, you know?"

"Stop playing with the hostage, Mystique." Magneto orders as he hears marching "The X-Men are near."

"Magneto!" shout Wolverine as he along with the team of X-Men, Jean, Storm, Nightcrawler, Colossus, and Rachel aka Rogue appears in the wide space part of the sewer.

"Let Spider-Man go, now!" Rogue demands.

"Or six against three is good odds." Colossus states.

"I don't need an army to take you X-Men down!" Magneto said as he uses his magnetism to bend some pipes to release hot steam around the area. The X-Men are blind sited as Wolverine gives command.

"Blue Elf, grab the bug. X-Men, clear out!" Wolverine orders as Nightcrawler disappears and reappears to untie Spider-Man and poofs them both away from Mystique and Toad.

They poofed at the tunnel of the sewers where the steam is clouding the area "Thanks for the save, Blue Elf."

"Anytime, Spider-Mahn." Nightcrawler states as they both go to the steam as Magneto knocks out Nightcrawler with a metal pipe.

"Nightcrawler!" Spider-Man exclaimed as he felt a familiarity towards the blue mutant 'Whoa, Deja vu. Why do I feel like I was in another life?' he thought but scoffs that thought when his spider senses warns him of an upcoming metal sewer lid heading towards his head. He flips down to avoid it "Hey, that's not a good way to play Frisbee." he scowls as he hears grunts through the cloud of steam and saw Wolverine and Colossus launch out to the wall.

"You all foolish to think you can stop me!" Magneto told them as Storm was behind him.

"By the elements of the sky, bring these steam clouds into rain!" Storm shouts as she converts the steam clouds with rain as she uses the water droplets to turn into fast pacing bullets to hit Magneto. That was a way to distract Magneto as she shoots lightning at him, as Colossus went towards Storm as she shouts "Colossus, go get Magneto!" but Colossus only sends his fist towards her, knocking her out as he reveals to be Mystique in disguise.

"Guessing that makes you three left." Mystique asked seeing the steam clouds clear showing Jean, Rogue and Spider-Man.

"Magneto has grew stronger and more calculative." Jean states as she hears the place crumble "What is that?"

"Earthquake?" Rogue asked in shock seeing the place crumble.

"No, the quake's coming from Magneto! He's rising the sewer platform up!" Spider-Man said as they felt the rise.

/

Spider-Man and the X-Men all cough from the dust. When they look around they saw that they're at an old iron mine grounds.

"Where are we?" Spider-Man asked.

"Never knew this being part of New York." Rogue states.

"This place is an old iron mine area." Jean states as they all saw Magneto, Mystique, and Toad and behind them are three more mutants. A blond obese man wearing a black jumpsuit, a man wearing gray armor and a glass helmet with an A symbol on his chest, a silver haired man wearing a teal and white uniform, and finally a red and yellow clad man with flame thrower backpack.

"Welcome to your end, X-Men. For we, the Brotherhood shall end you all so you won't get away with our mutant agenda!" Magneto proclaims. "My Brotherhood: Mystique, Toad, Blob, Avalance, Quicksilver, and Pyro shall show you our wrath!"

"X-Men, engage the Brotherhood!" Cyclops shouted, leading his team into battle. "Rogue! Free Spider-Man!"

"Got it!" Rogue complied as she splintered off from the group and made a b-line to the tied up masked hero. When she came to Spiderman, she grips the iron rope and pulls it off from him.

"Since when did you became that strong?" Spiderman asked.

"I absorbed Colossus' strength once and it sticked." She replied as she helps him up. "The titanium skin was temporary."

"Cool, now let's school Magneto's little country club." Spiderman said as the two charge at the battle between the X-Men and Brotherhood.

Spider-Man used his webs to sling shot him into the fray, land feet first into Toad's face.

"AAAGH!" Toad cried out as he crashed into a old truck that was left at the mine sight and was knocked out.

"Too easy." Spider-Man smirked, doing his Darth Vader impersonation.

Really!? Toad is already out!" Quicksilver growled as he avoided the laser shouts from the X-Mean leader and decided to go after an easier opponent, someone who he could easily beat and help get the odds in their favor.

"Why am I not surprised." Mystique deadpanned as she faced off against the gothic mutant, round house kicking her to the ground. "I won't lose so quickly like that fool, Rogue. I don't go down without a fight."

"If you want a fight." Spider-Man started as he tried to kicked the woman, but she caught him and then threw him away. "Then I can deliver." He finished after he landed onto his feet.

"With pleasure." Mystique smirked at her luck. First she was going to beat this masked human and then the goth girl was going to fall to her.

Spider-Man jump flip to kick Mystique who turns into Scorpion to wrap her 'tail' around the webhead and throw him down. "I have seen your exploits, Spider-Man. I know all your moves and abilities. What makes you think you can beat me?" She asked while sticking her tongue out to lick her knife.

"Well I'm not the one you should worry about." He states as Mystique felt a tongue wrapped around her waist.

"What the hell!?" She demands seeing the tongue and turn to see the tongue belongs to Rogue, who absorbs Toad's powers and knocks him out.

"Gross, I know." Rogue said as she moves her tongue to move Mystique down to a pile of rocks as she lets her tongue unwrap her, making the blue woman crash to the pile of rocks. "Okay, bleh. I'm never absorbing Toad again." she said as she now shapeshifts into Mystique "And now I have her powers. Great."

Spider-Man looked disgusted as the gothic girl's very long tongue twirled in the air before it went back into her mouth. 'That's just gross.' He thought as he shivered. "Can we just forget this ever happened?"

"Yes." Rogue agreed before they both left to engage the other Mutant brotherhood members.

"Right!" Spider-Man jumped after the girl.

/

Magneto narrowed his eyes as he realized that his followers had lost and there was nothing he could do about it.. wait a minute! Yes there is. There is iron all around him, and not only did he forget, but apparently so did everybody else. Chucking to himself, the helmeted man raised his hands and ripped chucks of iron up from the ground and chucked them at the heroes.

"Incoming!" Wolverine shouts as he and the X-Men scattered from getting hit with the chunks of iron. Storm shoots out lightning towards the magnetic mutant but Magneto lifts up a large iron pipe and hit her across the stomach, knocking her out to some dirt. Cyclops and Jean tries to use their combine attacks as Jean levitates the optic beam from Cyclop's visor towards Magneto. But Magneto shields the blast with a large iron plate and push the two with it.

"He is skilled and too powerful." Colossus states as he shields himself from the iron chunks.

"Vhat we need iz a plan!" Nightcrawler replied, seeing Wolverine jumps towards Magneto only to be pinned down with pipes.

"Hey, Buckethead!" Magneto turns and saw unexpectedly Spider-Man in the air with Rogue hanging from his back, and shoot his webs towards Magneto's glove and launch himself towards him, avoiding the scraps of metal flying towards him. "Falcon Punch!" he shouts as he punches Magneto's face, but Magneto grabs the webhead and throws him down to the ground.

"Annoying bug." Magneto stares at the web head as he controls the pipes and traps Spider-Man to the ground. "I shall crush your head for trying to take me down. Any last words?" he asked as he prepares a shrapnel aiming for his head.

"Yeah, ever played chess?" Spider-Man asked as he smirk underneath his mask "Cause once the Rook lands on the King, it's checkmate."

"What are you-?" Magneto was cut off as he felt someone landing on his back. It was Rogue who grabs his helmet with her bare hands, and touch Magneto's face absorbing his powers "NNOOOOOOOO!" he cried out as he felt drained from Rogue's touch.

Rogue grunts as she uses Magneto's powers to stop what's left of the iron chunks from falling down and safely place them on the ground separate from the X-Men. Magneto was knocked out as he falls to the ground, as Jean comes towards him and sends him to a long sleep so he won't wake up.

"That should put him to sleep. Won't wake up for about 12 hours, enough time for him to be under containment." Jean said as Rogue walk around wobbly as Jean caught her "You okay?"

"Yeah, just a bit shaken." Rogue states as she looks at her friend trapped with the iron bars as she uses her borrowed magnetic powers to free him from the iron wires.

"Man, that takes care of Magneto and his social circle." Spider-Man said as Jean reads the villain's mind.

"No, he lured us to him on purpose." Jean states which the web hero's eye lenses widen "I've read his memories, he was talking to some short bald guy with mechanical arms on his back."

"Dr. Octopus." Spider-Man narrowed, as his fist tightens "What else did you get from him?"

"I find that the octopus guy Magneto was talking with, he mentions something about a plan. But I couldn't find any details."

"Sounds serious." Wolverine states.

"What would this Dr. Octopus be planning?" Rogue asked in concern.

"Nothing good." Spider-Man concludes.

/

Meanwhile at the jailhouse, Adonis Thompson was just laying on his cell bed. Sleeping angrily as he tries to get some piece from all the noise. Suddenly his cell wall exploded making him fall off his bed. "What the hell!?" he exclaimed, seeing the Rhino, Shocker, and Scorpion breaking in.

"He will do." spoke Shocker as he grabs Adonis's collar of his uniform "Find another subject." he orders as Scorpion crawls down towards another cell. "Well kid, today's your lucky day. Our boss is in need for someone that desires power!"

"P-Power?" Adonis asked "What kind of power?"

"Power to take down Spider-Man and rule New York to it's knees." Shocker states as Scorpion came back with another prisoner.

"We got a volunteer." Scorpion states as Jack Ledger came forth, looking at the villains that crashed down the cell.

"Well...this is just jolly." Jack replied as the prison guards point their guns at them.

"Freeze!" they both shouted until suddenly one got impaled by Scorpion's tail which went through another guard in the stomach, as Scorpion threw them down to the floor.

"Time to go, I got Game of Thrones to catch up." Scorpion said as he crawls to the hole they break in and jumps out of it.

"Prison riot!" Rhino declares as many prisoners chanted and make their attempts to escape. Adonis looks at the villains as he gives a smirk, this is a good opportunity to take care of Garfield and many people who associates with that nerd.

"Where do I sign up?"

/

The black limo parked at a empty parking lot. Rose steps out of the limo as she looks around for anything, anything that shows signs of SHIELD. Rose was in her Black Cat suit.

"I don't think it's around here, Rose." Wintergreen states still in the car.

"No, this is the right address. Spider-Woman said that I should meet an agent here." Black Cat respond as she looks around until she fell into a trap door follow by her scream.

/

If anyone's gonna ask, both Donna and Jean are cousins. Donna has the codename of Phoenix just because it sounds cool so there isn't going to be a Phoenix Saga, that would be if I ever feel like making a different BB/X-Men fic which I don't know when but I am thinking of doing a X-Men re-imagining fic.

Anyway check out my new fic "Naruto: Son of Batman".

Also don't forget to Review!