Shout outs:

Riderazzo: Sorry, Kitty's in this chapter but no Lanccity. There might be a little at the end.

SickMindedSucker: Yes, Jean's lost it. And the reason why the guys didn't think it was weird because Jean altered their memories. And you'll have to see about Xavier...

Agent-G: I know I've already responded to you, but I want to thank you again for the suggestion.

ldypebsaby: You'll have to wait and find out about Jean...

Red Jeanie: Thanks. You'll find the girls' identities if you read a few more chapters.

Disclaimer: I don't own X-men Evolution or SpiderMan.

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Peter Parker awoke with a start, as if he'd just escape d a nightmare, breathing heavily and sweating despite the cold night. Confusion struck first, having never been awoken by his Spider Sense. He wasn't exactly sure, at first, that it had been his handy talent. Only then did his senses go into alert, as Peter pinpointed the presence over danger in the mansion. Throwing the covers and taking off out the room, he couldn't shake the feeling that it was already too late.

Without hesitation, Peter tore through the large hallways quickly, awaking his body and gaining ground by the second. As he passed by the door to Rogue and Kitty's shared bedroom, he slammed his fist into the door to awake them. Tensed by the situation, Peter knocked a little to hard, almost leaving a hole in the door. He did not break a stride, and continued while hoping the two girls had heard him.

Next came Scott and Kurt's room, as Peter continued on the path to Professor Xavier's room. That was where he sensed the danger. Just like before, Peter left a large dent in the door, but the sound had been loud enough to wake the two men. He didn't stop to check, as time was dwindling done to a thin strand.

A few more second ticked by before Peter reached the Professor's quarters, slowing down just a bit so he would not explode through the door. Instead, he broke into a slight tackle, slamming his shoulder into the door and sending it open with a crash. Inside, Professor Charles Xavier lay on his bed, silent and looking grim. Whether he was unconscious, or worse, Peter could not tell. His focus shifted to the one other person in the room besides himself and the Professor. In mid dash, Symbiote Jean smashed through the glass doors to the balcony, sending a waterfall of glass pouring outwards. Peter caught one glimpse before she disappeared from the balcony.

Peter gave a concerned glance towards the Professor, and took off towards the fleeing alien. A single bound took him over the railing and onto the grassy ground below, breaking into a roll to give him momentum. Back in the room, Scott, Rogue, Kurt, and Kitty rushed in. They took one glance at the Professor, and were immediately stricken with fear and uncertainty. The leader in Scott took control, as he quickly voiced a plan to the others.

"Rogue and Kurt, get Dr. McCoy! Kitty, come with me! We've got to chase whoever did this!"

As Rogue and Kurt disappeared in a puff of smoke, Scott took a hold of Kitty's smaller hand. "Can you help us made distance through the trees?"

Kitty nodded feverishly, hanging on tightly to Scott's sweaty hand, and hurdled over the balcony with him. Their training had taught them how to land carefully in a long drop, which kept them from toppling off their feet. Scott, being the faster one, although both had been on the track team at one time, slightly dragged Kitty as both mutants sprinted across the large lawn. The dire situation had been enough for Scott to push himself into higher speeds, while Kitty was trying to concentrate on what was happening, as well as preparing for a long haul in phasing.

Ahead of them, Peter leapt through the missing chunk of the property wall, recently made by Jean's escaped. Still maintaining a sprint to make proud runners envious, Peter made use of more abilities. His increased agility helped him dodged the large trees all around him, without losing any speed. Once he got close enough to Jean, Peter planned on swing from branches and then attack her from above.

With a last second of concentration, Kitty shifted Scott and herself into an incorporeal form, aiding them in rushing through the massive trees in a beeline. Kitty just hoped she could keep it up long enough to track down their prey, but it seemed the chase could prolong even longer. Despite years of practice, she was still a little wary of exerting her powers to their limits.

Symbiote Jean started to slow, still drained from her experience with Charles Xavier. All the running was not doing any good in helping her readjust to the new feelings. Everything seemed foreign slightly, probably due to the powerful telepath's affects on her. Yet she knew help was close, and it would only be a few more minutes before the plan could continue.

Making a narrow escaped between two trees and racing through a thorn bush, Peter started gaining on the Symbiote. Regardless, he continued to ignore the scatter of small cuts along his arm and thigh, as well as the fact that he was running quickly through cold air wearing only sweatpants. The chilling breezes sent goose bumps along his chest, back, and arms, causing Peter to shiver every now and then.

Peter dashed through another large thorn bush, receiving a nasty but small slash along the side of his chest. Push through it, Parker, you've been through much worse, he told himself, knowing that in truth, the scratches were indeed measly injuries. Now let's just hope there isn't a wall of thorn bushes

Still trailing but closer, Kitty and Scott passed through the second thorn bush, escaping any injuries that Peter had sustained. Kitty grew weary, and she was afraid her control would shatter in less than a minute. Her legs were sore and burning a little from the sudden exercise and her sleep deprivation started to snagged her back into a dreamy slumber.

Flipping onto a thick trunk, landing on his hands, Peter shoved himself high into the air with a vertical push-up. He dug his fingers along a higher trunk, and used his strength to throw his body high into the air. His momentum brought him up enough to perform a powerful attack on Jean below him. As she looked up, a glint of fear sparkled in her very large eyes. Peter slammed into her with a devastating kick, sending Jean reeling against a thick tree and crashing with a loud thud.

It won't stop her, but at least it will slow her, Peter hoped silently. Off to his side, Kitty couldn't take it any more, and the incorporeal state she'd mustered disappeared. Kitty fell forward slightly, throwing off her own and Scott's balance. She tumbled against a tree and fell to the ground, while Scott unintentionally plunged into one of the many thorn bushes in the area. As he pulled himself out, gingerly at first, Kitty collapsed into a much need rest. Scott emerged a second later, his tight tank top now in shreds, but luckily, he'd escaped with hardly any scratches. Thankfully, his shades hadn't fallen off in the fall either. Peter spun around once he jumped to his feet, noticing Kitty and Scott. A look of urgency played on Scott's face, as he stared at Peter.

Having been distracted, he was unable to defend himself when Symbiote Jean struck from behind. Her fist slammed Peter in the back and sent him off his feet, only to be spun around and smashed against two different large tree trunks by telekinesis. Peter dropped onto the ground near Kitty, trying to push through the pain. Scott tried to help by firing off a powerful beam of optic energy, but Jean blocked it with a TK shield. A thick log suddenly lifted up from behind Scott, and knocked him forwards and onto the ground.

Then there was silence, as the battle seemed over. Peter tried to get to his feet, wincing in pain as he did. Kitty was still down for the count, and Scott had yet to try to recover. Symbiote Jean eyed her handy work with an evil smirk, and did not act surprise as a calm and cold voice called out in the evening night.

"It's about time, I was starting to wonder if they might actually beat you."

Mystique appeared from behind a tree, balancing on a thin trunk with casual balance. Suddenly she was on the ground, having flipped off the trunk with marvelous speed. Her gaze shifted over Peter, and her smile curled.

"Seems Spider-Man's lost his touch," she spat, knowing good and well that he could suddenly lung at her in an instant. However, he'd awaken without much sleep, and already being greatly tired earlier, the chase had tossed him towards exhaustion. Normally his stamina and endurance were strong, but it was as if something was slowly wearing him down. He expected that something was Jean, and not just because of the chase, but more likely because of her powers.

Mystique strolled over to Peter, grabbing onto his hair and pulling his head back. She traced a long, blue finger just above the slash on his chest, and then suddenly dug her fingernails into his shoulder. Peter didn't even flinch a bit.

"I have to thank you, Peter Parker. Without you, I wouldn't have been able to meet this Symbiote. It was a rare chance and lucky guess, but since Mr. Brock followed you, I was able to harness that power. Even if it did have to be in Miss Grey over here. You see, I needed her to "persuade" Mayor Kelly, to help him see mutants in a true light. Thanks to that act, I'm sure soon enough mutants will be able to escape the scrutiny he's plastered into Bayville. Maybe it'll come to point where us mutants can take down those nasty bigots without anyone even batting an eye."

"That's your plan," Peter snarled, but the grinned smugly. "Sounds a little farfetched, lady. Don't they have a place for people like you?"

Mystique growled threateningly, and dug deeper into his shoulder. Blood started to ooze down his chest. "You listen up now! If I had my way, you'd be out of the picture by now! But for the well being of this plan I've cooked up, I kept you around."

"What are you talkin' about? I was with the X-men, not you. You couldn't even hold me. "

Peter grunted as Mystique yanked on his hair, and moved her fingernails down, still slashing him. "Shut up!! Now that the plans almost complete, I'll take care of you myself!" Mystique suddenly kneed him in the groin, causing him to cringe and drop to the ground. Then she pried her fingernails from his shoulder and released her hold on his hair.

"Ready?" Symbiote Jean asked, stepping up to Mystique. Not answering, she turned toward Scott, who was now on his feet and about to blast Mystique. Her hand sifted in claws, and she lunged at Scott, slashing at him. The claws tore through part of his already shredded tank top, and gave him a nasty claw mark. As she landed on top of him, Mystique smirked menacingly as she slipped the ruby shades off Scott's face, and tossed them in a nearby thorn bush.

"I'd like to see you escape now, Mr. Summers."

Scott jumped onto his feet to stop her, only to receive a kick in the face. He crumbled at her feet, leaving Mystique to chuckle to herself.

"Let's go!" She ordered, nodding towards Jean.

Leaving Scott and Kitty behind, Jean floated away with Mystique, dragging Peter with them.

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A/N: Sorry I've taken so long to post the next chapter. Expect the next one much quicker. Story's almost over...please review!!