Joseph McKinley: I guess you knew where I was going, yeah you'll see a little of those guys in this. Right now I'm just toying with the idea of a C2, I'm still trying to think if it's a good thing or not.

Booyah: Well that would put a stain on his family life so no I won't do that. I want to stay true to the comics a little with this and 'cure' him but it might only be temporary. But they will get a new ally out of this.

Mark C: Thanks for pointing that out to me, I got it right the first time in the last chapter I don't know what happened. Glad you liked the other stuff too and there's more action yet to come in this chapter.

Ivan Alias: I always try and listen to suggestions, and for some reason I actually liked doing this action scene, normally I leave it to last but I skipped ahead to do it which was a first. Plus I can't picture Spider-Man without the one-liners it's a must.

Sparky Genocide: Well I wouldn't know about that, like I said in reviews to Ghostbusters Inc. (Which I would prefer if you put it back up in the script writing section) I've never seen shows like Inuyasha. Sorry no more Lizard and Kelly.

oceanbang: Well I got a lot more coming as for Brock let's just say he'll still be around and yes Peter and the X-Men will face off against The Lizard. If I do make one I send you an e-mail or something.

Kaliann: Keep it straight? I didn't make it complicated or something did I? I hope not. Plus if you got free time try some of my other stories too and I got one more cross-over called The New Teacher only in the comics.

The Uncanny R-Man: Yeah I'll see if I can fit that line in somewhere. Glad you like the Kelly part and I do admit she would look good in that kind of uniform. You thought it was reminiscent of the cartoon? Huh, maybe because when I thought up the action scene I was thinking of how he moved in the show.

Lord Destroyer: Yeah, I really wanted to drag this one out. Crocodile Hunter is more current so I chose him, and I think he is really starting to like her.

X-Over: Thanks I fixed it, and you'll see a little of the Morlocks in this chapter.

slickboy444: Sorry I'd like to have Lizard eviscerate Kelly too, but he'll be needed as a jerk later on. I update as fast as I can, but I got a few other projects too.

And thanks to: daveykins, Morlin, Red Witch, Karakin, malciah, psychobunny410, ldypebsaby, A Bleeding Rose

SPIDER-X

CHAPTER 37: CURSE OF THE LIZARD PART 4

When Peter got back to the mansion he was right about his Aunt and Rogue concerned about him. Well Rogue looked both concerned and pissed at him at the same time, something only she could pull off. But Beast patched up the few scratches on is now really aching shoulders, since web swinging involves a LOT of strain on the shoulders and now his shoulders just plain hurt now. As Hank fixed him up he told them of his encounter.

Hank thought listened with interests with Peter's description of the creature. "Hmm...interesting...I must have been a person who had taken the doctor's formula."

Peter thought about it, it had to be. He remembered the transformed mice in the lab. "But who would the doc try that on? I mean he was trying to...oh crap." He said as he remembered what Dr. Connors was working on. "I...I think that thing I fought...was Connors."

Hank looked shocked at this. "What makes you think that?"

"Well...he was working on a way to re-grow lost limbs by bonding certain traits of reptiles. Hank...he lost his right arm in an accident, what if he tried the formula on himself? I mean who else would he test that on?" Peter told him not liking any of what he was saying...but he knew it made too much sense not to be true.

Hank was thinking along the same lines and Peter. "You mean that man turned himself into that creature?" May asked him. She had been sitting in one of the chairs listening in. "That poor man."

"Hank, have you found anyway to reverse it?" Peter said to him hoping that he had an answer.

Hank shook his head. "I have a start but I would need access to his lab and all of his research notes...or it could take months or even years for me to find a cure."

Peter looked defeated at that moment. He knew that they had to stop the Lizard creature that was once Doctor Connors before he harmed anyone but what would they do with him when they found him? Rogue saw him and sat down next to him and placed a gloved hand gently on his arm. "Ah'm sure things will work out." She said to him trying to lift his spirits.

Peter thought about what Hank said and he had an idea...but he wasn't sure how well the others would take it. "Hank...I think I got an idea but...you might want to get Xavier, he'll want to hear this." Hank wasn't sure what he had planned but he knew it might not go over well.

An hour later after Peter changed out of his Spider-Man uniform and into some normal clothing he went to Xavier's office. Hank was there and so was Ororo but so was Logan. He gulped at Logan's presence since Peter knew he wouldn't like this idea but it was the best thing he could come up with.

Peter sat down nervously, he knew he was about to ask a lot of them, but a man's life was at stake and he hoped they would see it his way. "Alright web-head, what's this idea of yours?" Logan said sternly. Peter told them his idea and the reasoning behind it thankfully Xavier was able to keep Logan under control enough for Peter to finish.

"Are you nuts?" Logan shouted. "We can't do that!"

"It might be the only way." Peter said to him. "I mean how else will we have a chance to save him? Besides she might already know that her husband is that creature, I mean she did see it and I guess it was in her husband's clothing too. The fact she hasn't gone screaming to the papers saying her husband turned himself into a monster might be enough reason to think she can be trusted and if we save Dr. Connors I know he'll keep it secret too."

"Kid I know you want to help the guy but you can't expect us to-"Logan was about to go on but Xavier interrupted him.

"Logan that will be enough." Xavier said calmly to him then turned to the other adults. "Hank, Ororo what are your thoughts?"

Ororo went first as hank thought it over. "If we can help this poor man I say we should try."

Hank sighed. "I know what it's like to try and find the answer in science only to have it go horribly wrong on you, if anyone knows what he must be going through I would...we need to help him Charles...I need to help him out of this, he doesn't deserve to live like that and I need access to his lab." He pleaded with Xavier.

Xavier steepled his fingers together and closed his eyes as he thought about Peter's proposal. It was risky but then again how could they just let Connors run lose like that? And what if the authorities caught him? He didn't like the end results of either of those and he knew if they could help him they should. "Alright tomorrow morning we'll go with Peter's idea."

"You got to be kidding me." Logan said astonished. "Ya can't mean that?"

"I do Logan." Xavier said sternly. Logan gave a small growl of frustration and walked out the room. Xavier turned to Peter. "I hope this all works out also...I think it wise if you stay clear of Logan until he calms down a little." He said with a small smirk.

Peter looked nervously to the door. "Uh...I think I'll turn in early." He said getting up and ignoring the small smirks at his comment. "Professor...thanks for doing this." Xavier nodded his head and Peter left.

Xavier turned to Hank and Ororo. "Will one of you get Ray, I need to talk to him." Both Ororo and Hank exchanged confused glances to each other not knowing why Xavier would want to see Ray but they both went in search of him. Fifteen minutes Ray entered the room.

"Uh...you wanted to see me?" Ray asked slightly nervous. 'Man I hope this isn't about the prank on Rahne and Jubilee.' He thought.

Xavier had 'heard' that and decided to look into that later. "Ray I know you asked me to keep the secret of the Morlocks but something has come up."

"What has?" Ray said now serious. He didn't like the sound of this. When Xavier had found him and asked him about where he had stayed he at first avoided the question but at Christmas Ray wanted to see his old friends in the Morlocks and had to tell Xavier were he wanted to go. He told him everything he knew about the Morlocks and Xavier agreed to keep it secret.

Xavier told him about Dr. Connors and what they believed had happened to him and that Peter had lost him in the sewers. "Ah crap! You mean there's a monster in the sewers? What if he runs into the Morlocks? I mean they got a guy that can sense other mutants but if this is some freak accident he might not register and could walk right into the Alley."

"I know Ray, that is why when we go after Dr. Connors I need you to take the X-Men to the Morlocks, they need to be warned and they know the tunnels better then us and could help us out." Xavier told him.

"Oh man." Ray groaned. "Callisto is going to freak over this, I just know it."

THE NEXT DAY

Xavier, Hank who was wearing a holowatch to look like his normal self along with Peter and Jean were driving to the Connors' residence. "You think she'll let us help?" Jean asked then from the driving wheel.

"I think so, I mean we're the best shot for getting her husband back." Peter said trying not to shrug since his shoulder still ached from last night. Jean gave him a glance but didn't comment on that, she just hoped he was right, but she guessed that was why Xavier and her were here, if she didn't and wouldn't keep their secret they would just erase her memories of their visit.

They came up to the house and saw a car parked in the driveway so they knew that Martha Connors was still at home. They all went to the front door after helping Xavier out of the vehicle. Peter rang the doorbell and they all waited. Not long the door opened to reveal a woman nearing middle age, with brown hair and yet still attractive. But her face had bags under the eyes and she looked like she had been crying earlier.

"Yes, can I help you?" She told them. They could tell she was under a lot of strain at the moment.

"Uh...Mrs. Connors? I'm Peter Parker one of the students at Bayville High, Dr. Connors is one of my teachers, and I heard what happened." Peter said to her.

"Well that's kind of you...you're the only one of Curt's students to visit." Martha said to him.

"That's not the only reason we're here...you see...we know what really happened to him." Peter told her.

"W-what are you talking about?" Martha said getting extremely nervous about this.

"It is all right." Xavier said moving up to her slightly. "We are here to help, in fact we may be the only ones that can save your husband."

"H-how?" She asked him. For the past two days she had been trying to hope that there was some way to save him and suddenly these people had just appeared out of nowhere to help her. She was still a little concerned but she needed to get Curt back more then anything, so she would listen to what they had to say.

"May we come in?" Xavier asked her. "I don't think this is kind of the stuff we should discuss outside."

"Oh of course please do." She said and stepped back from the door and kept it open. After they got Xavier's wheelchair over the slight rise that the door was on she led them to the kitchen. Xavier did most of the talking. He explained that they were in fact mutants and that they weren't like other people. He explained the X-gene and what his school was for.

He also explained Peter's unique traits and how he was given powers through an accident. At first she didn't really believe them but when Hank turned off his holowatch she nearly fainted at the sight of him. But after a few minutes she started to come over her fear. He wasn't as frightening as the Lizard creature that she knew Curt had become.

Peter explained how he had been trying to find out about Dr. Connors and had used Kurt and Kitty to get into her home. He apologized about that but he explained he was trying to find some answers.

"So you see we have come here to help." Xavier finally finished. "Hank has already made some progress with what Peter was able to find, but he needs access to your husband's lab in order to find a way to cure him."

Martha looked hopefully to Hank. "Do you really think you can help my husband Mr. McCoy?"

"I believe so madam, if you let us help." He said to her in a calm and caring manner.

She stood up suddenly. "Then please come this way." She led Hank to the door to the basement but stopped. "I-it's down there...I...I haven't been down there ever since...since that night."

Hank put a hand on her shoulder seeing how upset she was getting. "It will be alright. We'll save him."

She looked at Hank with tearful eyes. "Thank you."

Hank stayed behind as he began to look through all of Dr. Connors' work and he would keep in contact with them and tell them the moment he had something. The others had returned to the mansion ready to wait for Hank to tell them what if or when he would have something for them.

It was a long and agonizing wait too. It was already three in the evening and yet there was no word from Hank. Most of the students were still enjoying the time off school while they could but the older kids were another thing all together, especially Peter.

He was in the living room just killing time waiting for Hank to call up. "Ya look like ya could use somethin' ta take your mind off things." Rogue told him and she entered the room. She saw him laying on the couch looking up into the ceiling.

Peter smiled kindly to her. "You got anything in mind?"

She smirked and tapped his feet to signal him to move them so she could sit down. He happily obliged her and he sat up and she sat down. "Ya look like ya got the weight of tha world on your shoulders."

Peter sighed and leaned his head back. "It feels like it at times...I just don't want to fail him Rogue...I can't just let him live out his life like that."

She placed a hand on his arm. "Ya don't have to feel responsible for this ya know?"

"Yeah I know...but I just can't let it go."

"Ya got a real hero complex don't cha?" Rogue teased him.

"I though girls like the knight in shining armor thing? You meant they don't? Damn I wasted my life." Peter joked and Rogue rolled her eyes but she was also trying to keep herself from laughing. Peter got a little more serious then. "I am sorry about all of this though...I wanted to take you out for a movie tonight."

"Really?" Rogue asked him then she shrugged. "Well ah guess ah can't blame ya for not doin' that since we do gotta help him...but maybe when all this is over we could."

Peter smiled. "I'd like that."

Back at the Connors' residence Hank had been working none stop over Curt's work. Martha Connors came down to see how he was doing. She was carrying a tray of some food. She had gotten over the fear for the most part of the basement and she had to admit that she knew that Curt and Hank would get along. They were so similar in their passion for their work.

"Mr. McCoy I brought you something to eat."

Hank turned from his work to look at her. "Why thank you, and please call me Hank, Mrs. Connors."

She smiled at him. "Only if you call me Martha then." She was silent a moment then she had to ask him. "Have you found anything?" She asked him hopefully.

Hank nodded. "Yes I have a prototype of a reversal of the formula in the centrifuge, I'm going to test it first on the few lab mice that your husband changed first. If it works then we'll be able to turn him back."

For the first time in days Martha felt hope. "Y-you really think so?" She was on the verge of tears now and Hank gently put a hand over hers.

"Believe me I'm confident I can find the answer to this, and I won't give up, none of us will." Hank assured her. She had stayed down there watching him work. She wanted to know if this was going to work and as Hank finished the preparations for the antidote she watched as he injected it into one of the altered mice.

At first nothing happened but then slowly the mouse started to change back and soon it was back to the way it was. "It worked!" Martha shouted.

"Yes it did." Hank smiled broadly. "I'll call the others and get more of this ready."

THAT NIGHT IN THE SEWERS

Ray was leading the X-Men, Peter in his Spider-X uniform and Logan and Hank through the tunnels. Hank had with him a tranquilizer gun normally used for animals, but in this case it was the only way to safely administer the shot. He did carry a few injectors in case they had to get close to give the antidote but he hoped he did have to use those, from Peter's description getting in close wasn't going to be easy or safe.

Xavier and Ray had also explained before they left about the Morlocks living under Bayville and it was a shock to everyone to learn about that, and that Ray had been one of them when his family had kicked him out when his powers had first manifested.

Also everyone wasn't pleased about walking in the sewers. "Eww, I think a rat just went by." Kitty said out loud visibly disgusted by it.

"Uh Kitty...I don't think that was a rat." Evan said to her. "I don't think they just float like that."

"Then like what was it?" She asked him.

"Your kiddin' right?" Rogue said slightly annoyed. "We're in a sewer, figure it out."

It took a few seconds before she got it. "Oh gross I think I'm going to like throw up." She nearly groaned out.

"Hey this ain't no picnic for me either half-pint." Logan said to her. He always prided himself on his keen senses but right now he wished he didn't have them. He was picking up a lot of nasty smells ever since they got down here and the sooner they got this over with the better. He always hated going through the sewers.

They traveled through the sewers for a few more minutes. "Stop." Came a slightly gravely voice and out stepped out a bold person with slightly greenish skin and seemed to have a permanent frown on his face.

"Hey Caliban it's just me Ray." Ray told him stepping forward slightly. "There's trouble down here, we need to see Callisto to warn her. The others are mutants like us."

Caliban looked at them but stopped at Peter. "He is not like us."

"Uh...well...I'm complicated." Peter said and then crawled onto the ceiling. "But as you can see I'm not exactly human either."

Caliban considered this for a moment. "You may not be like us...but you're not like the humans either...you may pass...Callisto will decide for herself if you are welcomed or not." He walked off without another word and soon it became apparent that they were supposed to follow him.

They soon arrived in an open space known as the Alley. There they saw many mutants that were so physically different there was no way for them to pass as human. "Wait here." Caliban said and moved off.

"How can people live like this?" Jean said looking at the way these people had to live. "No one deserves a life like this."

"Unfortunately they don't got a choice in this." Ray said sternly. "These people only have themselves in this world and each other here. They can't go topside because the world wouldn't accept them and so they're forced to live down here, where no one will see them."

"Out of sight huh?" Logan said gruffly.

"Man...I wouldn't want to end up like this." Evan muttered to himself.

"You have a lot of explaining to do Ray!" Came an angry female voice. They could see a woman in her mid twenties with shoulder length raven hair and an eye patch over her right eye.

"Oh crap I knew she wasn't going to be happy." Ray muttered.

"What was that?" She snapped at him.

"Nothing." He said quickly. "Look Callisto there's this big Lizard guy in the sewers."

"Oh that!" She spat out. "We've met. That thing injured several of my people."

"Does anyone need medical assistance?" Hank asked her stepping forward slightly.

She looked at him not sure to trust anyone from the topside. "Nothing we can't handle." She said coldly then turned back to Ray. "Is that why you broke your oath of silence about us?" She demanded of him.

"Look Callisto there was no other way." Ray tried to explain to her. "They were going to come down here anyway looking for it, and they most likely would have stumbled on to you guys. Besides the Morlocks know the tunnels better then anyone and if you helped us find it, then the faster it will be out of your hair and no one else has to get hurt."

Callisto considered this. She didn't trust topsiders even mutant ones that could pass for human that much. But she did need to get rid of that creature, the sewers were dangerous enough as it were without that thing stalking her people if they left the Alley. But there was one more matter to see to first. She looked at the one with the white and black uniform with the spider symbol. "Caliban told me you're not a mutant, yet not human either...just what the hell are you then?"

"I guess...well...I'm not sure if there is a name for it." Peter admitted. "I mean I don't have an x-gene, but I got powers but they were from an accident of science like the Lizard creature running around down here."

"What do you by like the Lizard creature?" Callisto said sternly to him staring at him intently. Peter explained the circumstances of his and Dr. Connors' powers and that they were once human but through science had been altered to something other or maybe more then just human. "You're telling me that animal was once human?!" Callisto asked him. She had faced that thing once before in the tunnels with a few of her people and it was nothing close to human, it was a pure rampaging animal and she and the others had been lucky to get away without anyone getting killed!

"Look we have an antidote lady." Logan told her getting impatient. "Just point out the direction that the doc was last scene and we'll take it from there."

"Fine it's your funeral." She said coldly. "Caliban can't sense the thing and I'm sick and tired of waiting for that thing to find its way in here and attack us while we sleep." She turned to Ray. "Take them down tunnel five and take the third left, that thing seems to have made a lair there, and one more thing Ray." She leaned in close. "The next time you come here it better be for a damn good reason, especially if you bring outsiders again. I'll over look this one time but don't make a habit of this."

Callisto then stalked off leaving Ray feeling a little relieved. He respected her but he also knew not pissing her off wasn't healthy. Scott stood next to Ray. "Social lady." He said dryly.

"Hey back off Scott." Ray snapped. "She has to look out for everyone down here, so she's a little protective it goes with the job so give her some slack."

"Alright then sparky." Logan said to him. "Lead on then." He led them down past the Alley and through several of the tunnels they came to what looked like and old abandoned subway station. It was dark, dank and a few subway cars in disrepair were about.

"Oh man this is really creepy." Evan said looking around. "Peter picking up any thing?"

Peter shook his head. "No, so either he's not home yet or he's not close enough to be a threat."

Logan sniffed the air and could a strong sent. "Oh he's here...I can smell him." He extended his claws ready for a fight.

"Logan you can't use those!" Peter said to him. "You might kill him with those or when he changes back the wounds might get more serious in his human form." Logan let out a small growl but knew the kid was right so he put them away.

"Alright let's split up, when one group has the Lizard cornered try to keep it contained until everyone or Hank gets a change to use the antidote." Scott said to everyone. So everyone split off into three groups and moved on to search the place.

One of the groups was Ray, Scott, Jean and Kitty. They were between two old subway cars moving slowly trying to watch out for any movement. "Man I really don't like this." Ray muttered. "Is it just me or does anyone else get the feeling we're not alone?"

"Yeah I like know what you mean." Kitty said nervously as she looked through the windows for any sign of the Lizard. "The hairs on the back of my neck are so standing up right now."

"Guys." Jean said slightly troubled. "I think it's near...I...I can feel it...and it doesn't like us being here."

"I did not want to hear that." Ray said to her.

"Where Jean?" Scott said to her putting a hand to his visor.

Jean closed her eyes and placed her fingers to her temples trying to concentrate. It was close she was sure of it, but she didn't sense a human presence, it was something cold and calculating and something that sent a chill down her spine. This wasn't an animal...it was a pure predator. Then her eyes snapped open. "There!" She shouted and pointed and suddenly a shadowy form leapt from the top of the car and slammed into Ray.

He was knocked into the side of the car and he fell dazed and with the wind knocked out of him. With lightning speed it went for Kitty but she phased through the side of one of the cars, but it soon had to dodge a shot from Cyclops. Kitty forgotten for a moment as it centered its attention on Jean and Scott.

Scott went for another blast but it jumped onto one of the sides of the cars and used its claws to dig into it and started to go towards them leaped from car to car so fast he couldn't get a clear shot it suddenly jumped at him and Scott rolled to the left but it sail right past him to Jean who was its real target. Jean barely had enough time to freeze it in the air just far enough so the claws it was trying to slash at her were mere inches from her face.

"Jean duck!" Scott yelled over to her. She did and Scott took a well aimed shot to the creature's back knocking it over Jean's head a several meters away. Scott heard a sound behind him and saw Kitty was dragging over Ray. He turned his attention back to the creature seeing it shake its head and turned its head to glare at Scott. Even in the dark he could make out the ferocious eyes glaring at him.

Jean went over to his side as the Lizard slowly rose up then hunched over and gave a menacing hiss to them. 'Well I think its pissed now.' Scott thought. Then behind the creature appeared Kurt and with him were Spyke and Logan.

"Porcupine! Seal us in." Logan shouted and pointed behind him. Evan nodded and placed large spikes behind them like a cage so the Lizard wouldn't get through. It saw this and knew it was being cornered and looked up and was ready to jump when the top space between the two cars was being covered up fast with webbing.

Peter was on top of one of the cars making a makeshift 'roof' with his webbing. "Oh no, you're not getting out mister, until you take your medicine." Peter quipped at him.

Scott heard more noise and saw Hank and Rogue coming behind them. Hank got the gun out and was looking for a good shot, the first shot missed and the Lizard dodged it and the dart nearly hitting Kurt. "Hey vatch it!" he shouted over.

"My apologies Kurt but he's too fast." Hank said over to him. "Jean if you will assist me?" Jean nodded and reached out and 'grabbed' the Lizard and tried to hold him in place, which wasn't easy since it was thrashing about but she held it long enough to Hank to get a solid hit.

The Lizard roared out in mostly anger then pain at the dark hit him, and then it started to thrash about even more. "I...I can't hold it." Jean strained out and her knees were buckling from the strain. Scott held on to her keeping her standing.

"You can do it Jean I know it." He said encouraging her. She smiled faintly and managed to hold on as Hank loaded another shot and fired. But after the second hit she lost control and it broke free and was now extremely angry. It charged towards them but Logan tackled it from behind.

"Hank how much longer?" Logan shouted of he tried with everything he had to keep the Lizard pinned.

"It shouldn't be much longer." Hank said to him. "I gave him two shots but they were milder then the ones in the injectors." He told him holding one up.

"Then pass it over!" Logan shouted and Hank threw it to Logan. Logan reached up and caught it but with out the arm pressing against him the Lizard was able to twist enough to sink his jaws into Logan's other arm. Logan roared out in pain then stabbed the injector into the Lizard's neck. "Bite this!" He yelled as the injector sent the largest quantity of the antidote so far into the Lizard's system.

The Lizard's eyes widened and it released Logan. He quickly jumped off and saw it spasm suddenly and then it happened. The scales slowly started to recede and its form started to take on a more human appearance. Not long after the Lizard was gone and the form of Dr. Connors was laying on the ground out cold and the right arm once again no longer there.

Hank walked over to him and checked him out. "He's breathing and his heart beat is strong but I'm afraid he won't be awake anytime soon, this transformation took a toll on his body. We should get him back to the Institute and then we should inform Mrs. Connors that her husband is just fine."

NEXT UP CHAPTER 38: AFTERMATH OF THE LIZARD

See how the good doctors reacts to the mutants and the fact that a few of his students are more then what they seem.

A/N: I'm asking everyone who enjoys this story to help out a buddy of mine. I was wondering if everyone would read and review 'The Itsy Bisty SpiderBoy' by Spadde, it's a really good story in the X-Men: Evolution story. It's another Spider-Man/X-Men crossover and it's really good. Please try it out, and thanks to all of you that do this.