Jaguar: I've thought of the same thing, unfortunately they don't exist yet in this world.

Episodic: Well I didn't have that song until you mentioned it, and I always thought Spider-Man was the best example of what a hero was.

Lord Destroyer: Actually I'm going the route with the Goblin, at least not yet, you know JJ Jameson will turn it around.

X-Over: You'll see some other Spider-Man villains just be patient.

Joseph McKinley: I do have plans for those other guys but they're still in the rough stages of planning. And yes it is the Prowler.

Erich: Those were actually typos I fixed them, yes it was all of them, and you did give me an idea so I decided to through that in to add more depth. Actually I think Connors will want to stay away from him and vise versa, but you will se a couple of other Doctors from Spidey with Norman soon.

The Uncanny R-Man: I know he was lame, but the reason I brought him in, was to show that that character could have been cool if done right. Yeah I got that from the movie, and Carnage won't show up for a time but man when he does, let's just say the body count will rise and I may kill someone off.

Stoneman85: I don't mind the questions in fact I like it, it means people really care about the story.

Mark C: The Prowler will show up later on and as for the other stuff, just wait and see.

Star Lin: It will be Norman Osborn but he won't be the Green Goblin for a little while.

Trecebo: lol, well I'm thankful for that, any particular reason?

And thanks to: Slickboy444, psychobunny410, celtcath74, Sparky Genocide, Red Witch, Kaliann, Tempest in Blue, ldypebsaby

SPIDER-X

CHAPTER 41: THE GIFT

It had been a strange few days to say the least for Peter. He and the Professor had had a long talk about what to do now that he went public. Peter wanted to keep being Spider-Man but he was concerned about what his exposure to the world meant to them. Peter had sat in a chair across from the Professor looking a bit glum. "Professor what am I going to do?" Peter asked him. "I mean I like what I do, I really feel like I make a difference out there...but I'm worried about that kind of attraction this will have on Bayville."

Xavier had given this some deep thought. The day after his rescue a paper the Daily Bugle had published a story criticizing his actions and even outlandish things like Peter as Spider-Man might have caused the fire just to show off. Now Xavier was a calm and reasonable man by nature but whoever ran that paper was seriously getting on his nerves.

How anyone could try and make Peter's actions and make them the complete opposite for no real reason made no sense to him. But then he also read all the other papers and they all claimed that 'Spider-Man' was a hero. What Peter had once said about showing the world how people with gifts could be seen as a positive thing kept coming back to him. "Peter...I must admit although what you do is dangerous, you've shown the world that there are some things out there that are beyond what they would consider normal."

"The genie is already out of the bottle and now I think we need to put the best possible spin on this. I think you need to show the world that you're abilities are not a threat to others, that you're here to help people. But we must tread lightly because we're not sure if this will attract the attention of certain unsavory elements. Like the one that sent that Bullseye character to Bayville. I won't stop you from going out at night, but for now it might be best to keep it at night unless circumstances like that fire say otherwise. We have to be careful about this Peter, some people may not like the fact that you exist simply because of your gifts, so be careful."

Peter nodded. "I will, believe me I will." That had been a few days ago and so far things had quieted relatively. The news was still talking about him and that Bugle paper was still printing garbage about him too. He had also noticed it was Eddie Brock again that took those photos and right now that guy was seriously getting on Peter's nerves.

But he had another problem to think on. Ever since he and Rogue had been dating he had been trying to find a way to help her out. He thought up several possibilities but so far nothing had panned out, sure he was smart, okay really smart but he needed help. He had this one idea that might work but it was a bit out of his expertise but he knew there was one person that might be able to help him.

Peter picked up his notes and something else he had gotten last week as a gift for Rogue that had sparked the idea in the first place. He put them in his backpack and was glad it was Saturday, he would have the whole day to work this problem out, and he just hoped the guy was home.

ACOLYTE BASE

One of the many hidden Acolyte bases around the world Magneto had been working nearly nonstop ever since he had gained the last of the crystals. So far the crystals seem to have different properties and he had been testing them out to try and find the right ones and to see what the others could do as well.

He had paid the female thief a good some and made a mental note to use her again. Even though she was only human she still had her usefulness as well. "You summoned me?" Came a female voice of one of his minions. He turned to see Mystique walking in from the far door. She saw the giant smooth metallic room with a lot of machines many that had a certain unique looking crystals on them.

"Yes I did." Magneto said to her floating over to the woman. "I have a few things to discuss with you. First is this so-called 'Spider-Man' that I've been hearing about."

Mystique nodded. "Yes I believe he's one of Xavier's he also goes by Spider-X I believe since the Brotherhood fought someone who seemed to be just like him. I think he's either the new kid Peter Parker or someone in the mansion that we haven't seen but that may not be true."

"Any particular reason?"

"Just a feeling." She said in slight anger. She wasn't sure but it had to be Parker, it also had to be him that had somehow ruined her persona of Risty, of that she was also sure of since after going over the events in her mind Parker had been tense around her like he could somehow sense something was wrong. "I'm not sure but he may have been the one to find me out, I don't know how, but we may need to change the plan a little, because if he can sense me I won't be able to take over and pose as Xavier."

Magneto nodded. "Test him out then. I'm curious as to why Charles would allow this. I'm sure he doesn't think humanity is ready for us, but this does pose a question. Maybe I should visit Bayville soon and have a...talk...with the boy."

Mystique grinned at the mental image of what would happen if Peter said no to his offer. "There's one more matter...about Wanda." She saw him tense up at that. "I think I've found a way to control the girl's temper and after that...maybe if she doesn't see the light you could always have Mastermind do his thing on the girl too."

Magneto considered this, he wasn't proud of how he handled the incident with his daughter but it had been necessary. Her powers were too uncontrollable just like she was...but if she was right and Wanda could be controlled. "Very well, take her but make it clear to her that you are doing this against my wishes and that I don't know anything about this, she might trust you more if you do."

LATER THAT DAY

Peter was going down some stairs into the basement of the house he was in, the guy's parents that had let him in had seemed really nice if a little old but that was to be expected. Then when he walked through a bead curtain the room looked like something you'd see in the 70's. But then again that was when Forge was around, before he 'disappeared'. He looked around an actually saw an eight-track player hooked up to a stereo system. "Talk about doing the time warp." Peter muttered as he saw black light posters and a beanbag chair.

"Hey Forge you in?" Peter shouted and from the other room the Native American boy from another time stepped out.

"Hey Peter what brings you here?" Forge said with a smile, since all his old friends had grownup and moved off he had been a little lonely but his friends at the institute had helped with that.

Peter walked over to him taking his backpack from his shoulders. "I need your help." Peter said seriously and handed him some notes.

Forge looked them over and then back to Peter. "Let's go to my lab." He led Peter to the other room which looked like a cross between a workbench with tools and a science fair stand. After Peter told him the basics he went into his theory.

"You see I figured that if all mutant powers were part of the X-gene then there had to be something common to each of them. But the question was what? Then I thought maybe there was some kind of bio-electric field or energy that all mutants have, that all mutants share because of the gene. Then what if you could find, isolate that energy and then place a duplicate of it overlapping that field?"

Forge took it from there. "Then the two energy fields may cancel each other out, like with sounds waves. But do mutants have this energy about them?"

Peter shrugged. "I don't know I was hoping you could figure that part out."

Forge smiled and changed his arm into his mutli-tool. "Maybe, let's see if I can slap something together." It took the entire day and Peter had stay there in fact he even asked if he could stay over with his parents and with the Professor. Both had said yes and after going back to the institute for a change of clothing and his homework he went right back.

After finishing his homework the two boys kept at it. It wasn't until the morning near noon that they thought they had finished their work. Peter was amazed at the speed they had done it in, but with Forge all the equipment had been made in a few hours. "So...what do you think?" Peter asked him showing a silver bracelet with a jewel in it.

"Well it worked on me but I think we should let Mr. McCoy and Xavier take a look at it." Forge told him seriously.

"Yeah...wouldn't be fair to get her hopes up." Peter said. He really hoped this would work out, if it didn't...then he wasn't sure what to try next cause this was the best idea he had come up with.

It was later in the after noon when Peter walked up to Rogue and Kitty's room. This was it, this was what everything he had been working for. He knocked on the door and she heard Kitty say to come in. Peter walked in seeing Kitty by the desk working on some homework while Rogue was reading one of her Anne Rice novels. He looked over to Kitty. "Hey Kitty you might if I talk to Rogue for a second? It's kind of important."

This got the attention of both girls and when Kitty saw the panicked look in her face she knew that Rogue was thinking that Peter was going to break up with her, in fact she had confessed such fears to Kitty a few times because of the no touching thing but Kitty knew better then that. "Okay, sure." She said simply and walked out the door shutting it.

Rogue could see that Peter was nervous and took a breath. 'Oh god, he is going to break up with me.' Rogue thought sadly. 'I knew this wasn't going to work out.'

Peter sat down on her bed and kind of notice how tense Rogue was at the moment. He didn't know why but he figured to move on. "Rogue...ever since that first day I say you, I thought you were beautiful and when I got to know you I felt at first friendship...then it turned to something more. I also can't tell you how unfair this is about your mutation. You're a great person inside and you don't deserve this."

Rogue was near tears at that point but tried her best not to show them. 'Why can't he just get it over with? This is too hard to listen to knowing this is it.' Then to her surprise and confusion Peter pulled out of his pocket a silver bracelet with a red jewel in the center.

"I've been working on this for some time and with a little help from Forge and after testing it out with Mr. McCoy I finally think I found a way to help you." Peter told her as he gently too one of her hands and placed in one her. Rogue wasn't sure what was going on then and when Peter seemed to press on the 'jewel' it turned green. "Rogue...do you trust me?"

She looked from the bracelet to Peter and looked into those brown eyes of his. She loved looking into them and what she saw in them when he was looking at her. She nodded to him, because she did trust Peter, he was the nicest trustworthiest guy she knew.

"Close your eyes." At first Rogue didn't then when she did she waited. Her heart was starting to beat fast not knowing what Peter was up to then she felt it. A hand on her cheek, she gasped and pulled back her eyes popping open.

"Are ya nuts?! Peter you can't just touch meh like that! Ah can't...touch?" At first she didn't notice it but then she didn't have any more of his memories or thoughts in her head, in fact she didn't feel the sensation that she felt when her powers activated. She place one of her hands to her cheek where Peter touched her, had actually touched her. "H...how?" She nearly whispered out.

Peter smiled broadly at her. "That bracelet is a power nullifier. It blocks your powers as long as it's on."

Rogue looked at the bracelet with wide eyes. 'This can't be happening, this has to be a dream, please don't let it be a dream.' Rogue said in her head. Then she looked over to Peter and quickly as possible ripped off her gloves. Then with he hands slightly shaking she reached out and actually touched Peter's face. She couldn't believe it she was touching him, she never felt so much emotion at that point she started to cry and Peter started to wipe away her tears.

"Is this real? Please tell mah this isn't a dream." Rogue begged Peter.

"It's not a dream Rogue, this is real." Peter said gently to her and Rogue quickly hugged him tightly. She could feel his hair and his skin on hers and she just burst out crying. She didn't want to but for the first time in two years she was able to touch someone without fearing anything.

"Oh god thank you Peter, thank you." She said holding him tight. This was the best day of her life, for the first time she had hope for the future. Peter was rubbing her back and holding her, and then Rogue pulled away and gave a small laugh as she wiped away her tears. "God ah feel so embarrassed."

"Don't be." Peter said touching her cheek again brining her head up meet his look. "You deserve to be happy Rogue and I just wanted to help you with that."

Rogue smiled at that. "You have." Then her heart started to race, as she was about to try something she had wanted to do for so long. She took Peter's face in her hands and slowly leaned in then she lightly kissed his mouth. Her first real kiss, without anything protecting him from her skin. He wrapped his arms around her waist and slowly their kisses got more hard and passionate.

Kitty was outside waiting for whatever it was that they had to talk about. She heard Rogue cry out then she thought she heard some crying or something but stopped herself from going in until fifteen minutes had passed then she had enough so she phased herself inside the room. She wasn't prepared for what she saw.

On Rogue's bed Peter was laying back with Rogue on top on him, but what really was the shock was the fact they were kissing, actually they were making out and Peter had his hands running over the skin of Rogue's lower back under her shirt. "OH MY GOD!" Kitty nearly screamed out which startled the two of them both blushing from both Kitty walking in on them and from what they were doing.

"Rogue-Peter-how-but-she-you...huh?" Kitty just stared at them slack jawed at the sight of them then Rogue jumped off her bed and walked over to Kitty.

"First thing, from now on knock, secondly." Then Rogue hugged Kitty who at first tensed up but soon realized that nothing was happening to her when their skin touched and then when she pulled back Rogue showed her the bracelet. "Peter made this, it blocks mah powers!" Kitty screamed in joy and hugged Rogue again.

"This is soooo great! Who else knows about this?"

Peter answered that. "So far Forge cause he helped me finish that, Xavier and Beast cause they wanted to make sure it worked, later today Xavier will get everyone together to announce it, but as soon as Xavier and McCoy gave me their approval I came right here to tell Rogue first."

Kitty smiled broadly. "That is so great, I won't like tell anyone I don't want to spoil the surprise but you tow might want to fix yourselves up before you to go." Rogue checked herself in the mirror and saw some of her makeup had started to run a little from the tears. Peter then looked and saw the purple lipstick on his mouth and a few on his neck.

"Whoa...thanks for that." Peter said whipping it off, he really didn't want to give Logan a reason to use him as a wet stone. Kitty just giggled at that seeing them make themselves presentable and the fact she was overjoyed for Rogue and Peter. Since now they could finally have a normal relationship.

OSCORP FACILITY – BAYVILLE

Norman Osborn a self made man and one of the most ruthless business men in the country walked through the facility that he had made in Bayville. This complex was supposed to be at least to the public a research facility. That much was true with the exception of what they researched. They did everything here from bio warfare, new weapons and other such things.

As he walked the halls in hi five thousand dollar suit, his grim face and closely cut brown hair and the steel gaze gave him the appearance of someone not to be fool around with. He passed by a few of the labs, there was Octavius and his new fusion battery work. He had been shown some promising work in the reports even though the money for his unique 'tools' was a bit much that device of his held a few military possibilities as well. Then there was Professor Miles Warren and his bio labs. He was researching possible cloning but it was still untested.

There was also the new formula that was supposed to increase intelligence made by his old business partner Professor Mendel Stromm, but that man had tried to embezzle money from his company was now in prison but they were still experimenting with the drug. There was also Professor Spencer Smythe head of his robotics devision and his brilliant son, Alistaire Smythe.

But at the moment he worked his way to one of the more heavily built facilities where the bio weapons division was. He went through several security checks and sterilizations procedures before he went into the actual work place. He saw many different scientists in sterilized outfits doing all kinds of tests in the large room, some in sealed in chambers while other watched, other just looking at computer simulations and computer data.

He made his way over to where he was informed the new project was being made. He walked up to one of the scientists, he didn't remember his name, and spoke up. "So what is it you wished to show me, and this had better be good. Coming all the way from New York to this place takes time and my time is worth a lot."

"Of course sir." The man said but there wasn't much nervousness in him so Norman figured the man thought what he had was worth it. "This way please." He led him into a room and in the center was a small clear canister with black liquid. "This is what me and my team have been working on. This 'liquid' is actually alive."

Norman wasn't easily surprised but that had done it. "It is?" Looking to the scientist then back to the black substance and she swore he saw it move in a pattern that looked like it might be alive.

"Yes it is." The man said proudly. "In fact we are making it to 'bond' to a human host that will cover that person giving him incredible strength, resistance to normal means of attack like gun fired, resistance to any and all biological viruses, illnesses and a regenerative abilities. The full extend is still untested but one person wearing this will be like a one man army."

Norman leaned in and gave a predatory smiled as he looked at it. This was worth it, it would be the ultimate battle suit and worth millions to the Defense Department. "What do you call it?"

"This...is project VENOM."

NEXT UP CHAPTER 42: THE WITCH

Yep, Wanda comes to town and she's bringing trouble. Also to all of you that caught on all the people working at Oscrop will be major headaches for spidey later on so you should know of a few things that I got planned for later on in this story.