The streetlamps flashed by overhead in time to the slow strobing of Peter's thoughts. First back to the apartment, wouldn't dare try anything in borrowed clothes. Get some mesh. Yes. Then go stake out the Stacy residence. That's where the spies would wait for the spider ghost, both the spider ghost and the spies using Stacy as bait. Peter's eyes narrowed. This wasn't going to be pleasant.

xXx

Gwen reached the parking lot.

"Hey babe," said Peter.

She turned, gasping, a hand reflexively going to her chest. "Peter?"

"I didn't want to do this in front of the others," he said, casually tilting his head toward the club.

"I'll go with you," she said. "I want to be with you anyway, not them. You're the one I love, Peter," she said, anguish in her eyes. "I can't stand to see you like this. You get so… distant sometimes. Like no one else is in the world but you, and whatever you're after."

He gently put his hands on her shoulders. "That's because you can't keep up, Gwendy," he said softly. "Let's face it. When you're not dead weight, you're boring. Here, tonight, with MJ… I mean, face it. You're a cow. It's not even fun to trash you to my friends anymore. I'll take your car home, you can get it tomorrow." The expression on his face was still tender and cruel. "Am I being clear? Did I leave anything out?"

"But… I thought you loved me…" She couldn't even gasp for air around the cold stab of agony in her chest.

A slow smile grew on his face. "God you're stupid," he said. "I love you more than Harry and MJ, that's for damn sure. At least I'm finally coming out with it to your face instead of keeping you around for amusement value. You should hear them go on, about what a moron you are. Go back inside now," he added, his voice soft and paternal. "Go play with the closest thing you'll ever have to friends." His voice hardened. "Go."

Slowly, almost staggering, she went.

Peter sighed, smiled, looked up at the moon. He fished a cigarette out of his pocket and lit it, smiling in his own incense. "Have a nice night, Peter Parker," he smiled to himself. "I'm just getting started. Sore loser, indeed."

xXx

Peter swung from one tree to another, firing web, whipping up the building, and landing with a roll on the roof. Damned traffic held him up there at the end, Saturday night in a residential neighborhood, who knew, but he had changed in record speed and now he dropped into place on the building facing the Stacy residence.

Just in time to see himself walk out the front door.

His stomach went cold as he caught a whiff of spider tracer. It was the spy, who looked like him, who was wiping his hands off on a towel, leaving pink traces—

Peter came face to face with a choice. Go check on John and do some difficult explaining, or catch up to the spy and put an end to this.

It took a moment only. He saw himself get into the black sedan, and he was in motion.

Two blocks down, a red light. He launched through the air, slapped onto the streetlamp over where their car idled, and he lowered himself on a web strand, moving fast. He could hear them.

"didn't even know she had it. But now we know where his New York safehouse is, used to be a testing site for his precious Institute."

Peter hit the ground and scuttled under the car, flipping and holding on, staying out of the way of moving parts and straining his hearing to make out the conversation in the car.

"Lock and load. We take Xavier tonight, before he gets wind of our interrogation of his girlfriend." Yep, it was the metermaid talking.

Okay, Parker, think this through. Four goons plus the spy in the car. Assume they're heavily armed. Going to confront some guy, Xavier, who's supposed to be dead or they wouldn't be selling his library off. They found out about his girlfriend in his personal notes, so they interrogated her for his whereabouts. She didn't know, but she had some bit of information that gave him away. Don't know where his safehouse is, so can't beat them there. Don't really want to take them down in a fight, as turning them over to the police would solve nothing and make them angry, and killing them is out of the question. Think…

The car turned into the dock district, and before long they pulled up. "Okay, let's move, by the numbers, fast and hard," the metermaid said.

They moved. Peter rolled out from under the car, fired web up to the rooftop, and whipped up to shadow them from above.

The team whipped submachine guns out of their coats and dashed into the dark warehouse. Peter tensed, waited. He'd make his move when they came back out.

He waited.

And waited.

Then he heard a blast of gunfire; maybe one shot, or a number of shots all at once. His blood ran cold, and he checked his internal clock; they'd been in there ten minutes.

He settled down to wait some more. They'd need their car.

He waited half an hour, and he was just standing to move when someone came out of the warehouse; he ducked immediately.

It was a bald man, walking unsteadily, as though unsure of his balance. He headed down the block, walking with increasing confidence as he went, then turning the corner.

He smelled of the tracer; it was still the spy. Why the new form?

Peter nodded to himself. He could follow the tracer after he checked out the warehouse. He dropped from the roof and stealthed into the warehouse. He began to search.

The stairs were easy to find, and from there he smelled blood. He stopped in the doorway to the office reception area on the second floor gantry; inside, four men lay on the ground, sprawled, their blood and brains sprayed all over the ceiling and floor and walls. It looked almost like suicide.

Feeling cold, he moved around into the office reception area, then into the office.

There, against the wall was an egg shaped chamber with a porthole. He saw a pale, thin middle aged man with upswept eyebrows. He stepped up to the porthole, grateful for his mask. He tapped on it.

The eyes fluttered, then opened. "Spiderghost," the man said.

"Yeah," Peter said warily.

"This is Mystique. We danced at Stark's place, remember?"
"Oh, I remember all right," he muttered.

"Listen, you've got to help me," the man said.

"I would, except you left a few minutes ago. I don't know who you are, but you aren't Mystique."

"Heh," the man said. "You saw Xavier leave in my body. Xavier is a psycher, he affects peoples minds, makes them do things, makes them see things. He faked his own death. We tracked him down to end the madness, but he got the better of us. We had countermeasures to help us against psychers, but… they weren't enough. He's got my body, spider ghost, and he put me in his."

"The four goons you came in with?" the spider ghost said.

"He took control of their minds, made them commit suicide. He took control of my mind too, and I just climbed right in that chamber next to me by myself."

The spider ghost looked over, and indeed there was another chamber just like this one that was now open.

"He's switched our minds, spider ghost," the thin man said again. "Now he can manipulate minds, and he's a shapeshifter too. You must stop him. If he gets away, no one will be safe from him," Xavier's body said, edging on panic.

"You want to come with me?" he asked.

"No," said Xavier's body. "No, this body is a cripple. I need a wheelchair just to get around. I'd slow you down."

"Is that why he stole yours?" the spider ghost asked.

"He contacted a doctor a couple months ago to try to get use of his legs back. I think that's one reason. Being a shapeshifter won't hurt either."

"I might be able to get you out of this," the spider ghost said. "If I do, that's worth a favor. If get your body back, that's worth another. Agreed?"

"I have little choice," Mystique said from Xavier's body.

"Okay," the spider ghost said, mind racing down different avenues of thought, trying to assemble a workable plan. "Okay. Does Xavier have any explosives here?"

"I think so," Xavier's body said. "Check in the closet downstairs, it's locked up and should have some military explosives there."

"With a timer?"
"What are you thinking?" Xavier's body said with a quaver in his voice.