Aaron: Acolytes won't show up until later, and the Black Cat will show up later as well. Tings between Max and Tabitha will only get worse.

Stoneman85: Mainly the Brotherhood and Scarlet Witch but Magneto will show up too.

Star Lin: All three will get out of there but it's going to be a real mess.

Episodic: Yep I went for the broad range of emotion on this one. What can I say, other then I want my stories to be worth it. Plus it breaks up the mood of the story nicely. You'll get your violence in the next chapter.

Mark C: Oh yeah the other shoe will drop, since that seems to be how the Parker luck works. Peter will deal with Max later on and let's say that the Brotherhood will no long be the same when things get intense in later chapters.

Slickboy444: I don't got plans for Peter going to Muir Island in this fic, and I'm going to still have Evan leave for the Morlocks, I never liked him. Yeah I'm kind of commenting on abusive relationships in this fic, might as well get a message out you know, plus I always thought if Tabitha had stayed those two might have connected.

Vegabond: Actually the showdown with Spidey and Electro will happen after the symbiote thing.

TheLegendaryManHimself: Yeah Lance may not be perfect but at times he did try the right thing, I wanted to explore that more, you'll have to wait and see about Wanda though.

X-Over: I'm not sure about Gambit and Colossus, there will be a connection with Osborn and Trask later on, Arcade might show up later, I'm not too sure he was kind of lame in the show.

Joseph McKinley: I did skip that? Oops sorry about that, I'll do something like that later on though. Yeah Black Cat will show up again and I loved that issue too.

The Uncanny R-Man: No Lance is just looking out for a friend, and I really wanted to make everyone hate Electro.

Lord Destroyer: Well you'll see this chapter if they do, you'll see what Rogue and Peter have in store for Logan, and yes those things would have on/off switches.

And thanks to: Spyder616, psychobunny410, fire inu, ldypebsaby, Erich, Janusi, Sparky Genocide, Jaguar, demonman21, Talliecat

AN: Please STOP asking me when Venom will show up, I'm getting to it alright, just be patient.

SPIDER-X

CHAPTER 43: EVIL ATTACKS

A few days after Wanda had settle in things were going well. So far Wanda was enjoying Tabitha's company, she showed her around the mall and stuff and got some new clothes. She had to admit that Tabitha talked a bit but she was okay to have around. Then she also had her 'training' with this old woman that Mystique knew named Agatha. She looked really old and wore this cloak and stuff that looked like something out of Salem back during the witch trials.

She hadn't met any of Tabitha's friends lately but that was because she wasn't ready to meet anyone else at this moment. She walked out of their shared room and downstairs she really didn't like this place, the smelly kid Toad wouldn't leave her alone, her brother was also here although he stayed clear of her and even though she owed Mystique for getting her out of that place the woman gave her the creeps.

"Max I told you I'm just going out." She heard Tabitha say.

"You mean with those x-geeks right? Whose side are you on anyway? What are you seeing on of them behind my back?" Max the blond haired boy she had met was yelling. She knew that he and Tabitha had been dating but the boy made her uneasy. She walked into the kitchen seeing him grab her arm forcefully.

"Max let go your hurting me." Tabitha said winching from the obvious pain. That was it for Wanda, he fired a hex bolt at Max that sent his arm's muscles jittery and he opened his hand releasing Tabitha. He turned and glared at the Goth girl.

"This is none of your business witch." He hissed at her.

"When you hurt my friends it becomes my business." Wanda said angrily at her and both of them charged up their powers, Wanda's hands glowing blue and Max having electricity dancing around him. Both were ready for a fight.

"That's enough out of both of you!" Mystique told them and both teens reluctantly stopped but they were both glaring at each other. "Now I want you all suited up, it's time we made ourselves known to the X-Men and for Wanda's début."

"But Max-"Wanda tried to tell her but Mystique wouldn't hear it. Instead she ordered them to get ready and looked at Tabitha.

"Hey I'm not feeling well so I'm out of this." Tabitha said walking past the blue shape shifter but Mystique grabbed her arm and it just had to be the same one Max had.

"You're on thin ice Boom-Boom, you either pull your weight around here or you're gone. This is the second time and if there is a third I'm kicking you out on your butt faster then you can pack." She said coldly to the teen and let go of her already bruised arm. Tabitha clutched it and ran up to her room.

Wanda went up there and went inside to change but Tabitha was just sitting on her bed and looking more depressed then she ever thought of her. She tried to get her to talk but she just stayed silent. Wanda changed into her Scarlet Witch uniform and walked out giving one last look to Tabitha over her shoulder before closing the door.

-Bayville Mall later that night-

All of the X-Men stood outside the mall, the Professor had told them all that the Brotherhood for some reason was here and Cerebro was picking up a lot of power usage. "What exactly are these guys doing here?" Spyke asked.

"I don't know but it can't be good." Scott told them. They managed to get inside with Jean's powers opening the doors without the alarms and they split up into teams. Kurt and Peter were looking in one area of the on the second level. Rogue and Kitty had the other side. Down below was Jean, Scott and Evan looking around.

"Man this place is deserted what is goin' on here?" Rogue asked Kitty quietly.

"Mystique thinks it's some kind of grand trap." Said a voice and they saw Lance in his Avalanche uniform step from a corner. "But if you ask me it's kind of lame." Rogue got into a fighting position but Lance held up his hands. "Hold it." He looked around to see if anyone noticed then back to them. "I'm not here to fight in fact...I need your help."

"Like what's going on Lance?" Kitty asked him.

Lance sighed. "Look...I'll give you guys the basics. Max is hurting Tabitha and I need to get her out of there, I want you to ask the Professor if he's willing to take her back."

Both girls didn't know what to say to that. "Oh my god is she like...okay?" Kitty asked him. She knew Max had a temper and from what happened to that creature from the dance she knew he was dangerous.

"For now...yeah...but that can change the guy's nuts and...we need to know if he'll let her and me come back. Plus one other."

"One other?" Rogue asked him. "Who?"

"We got this new girl Wanda, she's Pietro's twin brother and she's got a major hate on for Magneto but she thinks Mystique is working against him and she threatened us if we say anything to her we'll regret it...so me and Tabitha are staying until we can get that girl out of there with us and the three of us need a place to go...so please ask him."

"Of course I will, I'm like sure he'll say yes." There was sudden commotion from other places in the mall. "What's going on?"

"It's started...please I don't want you to get hurt Kitty so stay down." He looked at Rogue. "I'm going to have to fight you know...so they don't get suspicious." He told her and she nodded. "Don't hold back."

On the other side of the mall Peter in his X-Men uniform and Kurt were dodging Electro in his usual green and yellow lighting costume. "It's payback time insect and you're little furry freak of a friend too!" He shouted firing his electrical attacks at them while the two kept dodging but the walls and the electronic store they were in was getting trashed.

Evan was busy in a clothing store as Quicksilver was running around burying him in clothing, Fred was battling Cyclops throwing whatever wasn't nailed down and even some stuff that was at him. Scott kept on rolling out of the way and firing at the objects and at Blob a few times too.

Toad was left with Jean who was trying to spit slime in her face to blind her but she kept on either deflecting them or making shields to protect her. He jumped towards her at one point and she sent him right into Blob. "Hey watch what you're doing to my friend you!" He snapped at Jean and moved towards her.

She tried to move him but only slowed him down but Scott took that chance and fired two shots to the back of his knees causing him to fall over. Pietro was having the time of his life playing with Evan. "Oh come one I would have thought you have gotten better at this by now." He said confidently. "You couldn't hit me even standing still."

"Then why don't we try that out then?" Evan said to him firing more spikes that only missed. Pietro just laughed but then the ground started to shake and he lost his footing.

"Hey what gives?" He thought Lance was over using his powers but when he turned to see Rogue with one of her hands stretched out he knew Lance was out of the game.

"Hey Pietro!" Evan called over to him and he turned just in time to see a bunch of spikes flay at him and stick him to the nearby wall. He struggled to get free but couldn't. "Thanks Rogue, what about the others?"

"Ah don't know Kitty is seeing to them." She explained she also didn't mention how with Lance's memories she know knew he had been telling the truth and that this was all a set up for Wanda. "We got to get back with tha others, they got a new player and she's a nasty one."

The electronic store was now completely trashed. Kurt and Peter were nearly singed so many times they lost count only teleportation and spider sense were able to keep them save from Max's rage. Peter would have tried his webbing but every time he stopped Max would through electricity at him and it took most of his concentration just not to get hit by it. "Kurt I need a little distraction." Peter shouted.

"On it." He called back and teleported on Max's back.

"You little!" He charged his body like before but Kurt teleported off since he remembered what had happened to Kitty the last time they fought this guy. Peter took aim and fired one of his new stingers. It nailed Electro in the neck and he tried to grab at it but the toxin already took hold and his body fell to the ground.

"Damn...remind me to give that guy a book on anger management will you?" He said to Kurt who smiled at his joke. Kurt teleported them to the main floor where everyone had gathered.

"So...is that it?" Peter asked looking around seeing Toad and Fred, who Rogue had absorbed when she and Spyke had come on to the scene.

"No..." Rogue said to him. "We got her to deal with." They all turned to see a Goth girl with dark hair with red high lights on the bottom in a red clothing and coat with long black gloves. She also had on an angry glare that could melt steel.

"Oh man." Peter said his spider sense going nuts. "We are in so much trouble guys."

"She doesn't look so tough." Evan said and grabbing his skateboard went forward and fired his spikes but Wanda just gestured and they flew back at him pinning him to the wall like he did with Pietro. "Oh man! How did she do that?"

Jean tried her hand and hand did the same only Jean's powers got used against her and she was sent flying back into Kitty. Peter made a web line and went high while the others went low. Wanda sneered at them and the ground seemed to shack and tear itself apart. The other had to dodge pieces of the floor that seemed to fly at them.

Peter tried for a web blast but Wanda dodged and fired her hex bolts at one of his wrists. The shooter actually exploded in webbing from the canister bursting. "Oh man!" Peter cried out landing on the ground. His left arm was wrapped around his body in webbing and he was trying to pull himself free since it was also stuck on the ground.

Scott went for an optic blast but Wanda sent the beam wide just missing Rogue who was thrown back. "Who is this girl?" He said out loud, they were getting their butts kicked by just one mutant and things weren't looking good. He noticed Jean was up and Kitty had freed Evan by phasing him. Peter had managed to pull enough of his webbing off to move around but the left side o this body was still mostly covered and Rogue was slowly getting up.

Wanda raised her hands in the devil sign and yelled out and every light and other electrical object exploded at once. Scott was going to try another charge when he heard Xavier's voice. 'Scott that's enough, get everyone out of there now!'

Scott didn't like running in fact he hated it but he felt the Professor had a reason. "Guys we're out of here, now!" The others managed to get themselves up and retreated back to the front of the mall. Mystique walked out of the shadows and grinned, it was a good idea to bring in the girl she alone managed to turn the tide of battle.

Outside the others saw Xavier with Logan and he looked relieved to see them all. He had picked up on Wanda's powers with Cerebro after he had sent them and had gone here immediately with Logan. "I'm sorry Professor we failed...we...we were beaten." Scott said, even though he knew the Professor called them back he knew that they also didn't do so well against the Brotherhood's newest member.

"Failure is a part of life Scott, we can learn just as much from those as our successes." Xavier told him trying to ease the sense of failure he was getting from Scott and the others.

"Maybe, but it still feels rotten." Scott said walking on with the others who had never really lost before and this was a first for them.

- Two hours later-

Peter couldn't believe his night so far. Him and the others just got their butts handed to them by that new Goth girl in red and now he was out web swinging to loosen up. He still had a few aches but nothing too bad to complain about, but his new web shooters were trashed and would take a few days to fix, so tonight he was using his original ones. Right now he was just looking for some kind of crime or something to help him feel better. Doing some good might make up for how they blew it earlier that night.

He landed on a rooftop and found it was eerily quiet for this night and just sighed. "Well might as well turn it early anyway." He said to himself but then his spider sense kicked in. He looked around but didn't see anyone but jumped as a TV antenna ripped off behind him and narrowly missed him. Just then a few more metallic objects began flaying around him and he kept on dodging them.

He jumped off the roof trying to get away and used his webbing but the objects still were after him. 'Man what did I do to piss off the gods? I mean really, does anyone else have this kind of luck?' He had to keep dodging the metal objects and had to alter his course until he finally got to another rooftop and when he looked behind him the objects just floated there. He wasn't sure what that meant until a few second. "Aw crap...I just got herded here and that means a trap."

"Not necessarily." Came a dark and deep voice as he saw a man in black body suit with red armor a purple cape and a helmet that hide his face in shadows.

'Oh man I think that must be that Magneto guy I've heard about, better play stupid on this one.' Peter realized. "Okay look bucket head I don't know who you are but if you're the one that has been going all poltergeist on me with those things knock it off."

"Do you think I honestly wouldn't know you're one of Charles'?" He asked him.

"Who?" Peter asked him trying to sound convincing.

"Fine then play it that way. But you know I am Magneto and I'm not here as your enemy but as your friend." He floated down to face Peter. "We are not like humans you and I. We are better then them we are the future. You show these humans your power but why do you waste them on helping them? You know they would turn on you in a second they don't deserve you, and your gifts are wasted here. Join me and I can show you how to use your power to the fullest to ensure the survival of our species and to bring our people to the world as gods."

"Because compared to them that's what we are, they are weaker then us and that's why they would be afraid of us because they know their time is up when we come out into the light of day. You've already shown them that this world has more then what they thought. You think they think of you as their 'hero'? Their 'champion'? Don't delude yourself, you have the power and I say use it."

'Okay...this guy is officially permanently out to lunch.' Peter thought to himself regarding Magneto. "Look first off I think Lucas will sue you for ripping off the Darth Vader thing you got going, and I was taught that with great power comes great responsibility and lastly...you're a nut job."

After a minute of silence Magneto spoke. "I see...pity." Peter's spider sense kicked in and he jumped as a roar was heard and a guy with blond hair in a brown trench coat that looked like a bigger meaner version of Logan tried to jump him from behind. He realized that this had to be Sabertooth that he heard the others talk about and he certainly lived up to the hype.

He had to move quickly to dodge the attacks but Sabertooth was a lot faster then he looks and Peter barely dodged several attacks. "Enough of this." Magneto said and while Peter was in mid air the metallic objects seemed to collapse into spheres and slammed into him in several places and he landed not to pretty on the ground.

Peter groaned and tried to get up but Sabertooth didn't give him the chance as he grabbed Peter's neck. Peter tried to fight him off but Sabertooth slammed him in his gut forcing the wind out of Peter. Magneto looked at Spider-Man. "I'll give you one more chance...join me or be destroyed."

Peter coughed and managed a few deep breaths. "You...really...had to ask me helmet head?"

Magneto narrowed his eyes at the insult. "Finish this." He told Sabertooth. A shadowy figure had been close by watching this and knew he had to act. For the last two days he had been using his talents as the man he saw that inspired him, and that man now needed his help.

Sabertooth went for the kill when he noticed something gliding towards them and he was kicked in the face but not a normal one the boot that hit him sent a shockwave of some kind right into this face sending him flying back, he also felt his nose break but he didn't care, all he cared about was this new guy. He was about the same build as the Spider, so he most likely was just another brat.

"Who do you think you are?" Magneto asked him. The stranger was in dark green suit with a dark purple cloak that was nearly black. He had clawed talons gauntlets and strange boots that were both the same color as the cape and mask. The mask itself had two large dark designs over the eyes and one more from the chin to the nose. He also wore some kind of belt that looked like something Batman might wear.

"You can call me The Prowler and if you mess with him you mess with me dude." The voice was deeper then it should have been most likely due to some kind of voice synthesizer.

"Very well then...take him." Magneto ordered.

"With pleasure." Sabertooth growled and leaped forward. The Prowler seemed to jump up higher then any normal person should be and landed a few feet away he tried to jump again but Sabertooth was ready this time and kicked him in mid air sending the new hero into the side of the roof. He grunted and knew that he was going to feel that for a few days even with the padding in his suit.

Sabertooth roared and charged forward The Prowler raised one of his talon gauntlets and a capsule fired from it hitting Sabertooth in the face. He crabbed his face as a gas expanded and he in haled a powerful sleep gas. Prowler was surprised he didn't go down right after that in fact Creed staggered a bit and Prowler shot him with a couple other ones and after the he finally went down.

"Damn...that guy inhaled enough knockout gas to put down a football team." He muttered to himself but suddenly felt himself lifted by his gauntlets and boots into the air. "What the?!"

"You are an annoyance." Magneto said darkly at the hero. "You should have learned to stay out of someone else's business." He was about to pull apart the man when he felt something hit the back of his helmet and pulled it off. He looked to see Spider-Man with the helmet and one of his webs attached to it.

"Oh I'm sorry did you want this?" Peter said, he heard the Magneto wore this so Xavier couldn't read his mind, so since he was so close to the mansion he crushed it. "Oops...just call me butterfingers."

"You'll pay for that." He said angrily and was about to attack him when he realized that he must know about why he wore that helmet and this had to prove that he was one of Charles' it also meant that he could yell for help and Xavier would hear him and without the helmet he was defenseless and his mind was open. "We'll continue this another day." Two metal spheres came out of nowhere and opened up. Magneto stepped in one while tentacles came out and grabbed Sabertooth and pulled him in. The Spheres closed up and rose into the sky.

Prowler who had been dropped walked over to him watching them fly off. "Uh...do I want to know what that was all about?"

"Not really." Spider-Man told him then looked at the other guy. "So...The Prowler huh?"

"Uh yeah...just consider me someone trying to make this world a better place...in fact...you're the reason I'm doing this whole hero thing."

Peter groaned inside, this was one of the things he hated to see. "Look don't take this the wrong way because I appreciate the help but what I do is dangerous and isn't a game. People get hurt, hell I've been shot at, cut, bruised nearly had a few broken bones and a lot of other crap plus I don't do this for the fame or any of that kind of stuff."

"Yeah I figured that." Prowler said seriously. "Look I know how bad the world can be that's why I'm doing this, to try and make it better for other people. I know I'll get hurt, hell that cat guy most likely just bruised my ribs." He started to rub them as they were throbbing a bit. "But you showed me that someone can make a difference in this world if they are willing to try...I know this isn't easy and I could get hurt or killed...but I got my reasons for doing this you'll have to trust me on this."

Peter wasn't sure what to do, he certainly didn't like the idea of him inspiring vigilantes. "Well...I got my own reasons for this too. Someone once told me with great power comes great responsibility...I got these powers and I failed to do that...someone paid for my mistake...I can't let that happen again."

Prowler considered his words. "I do this because there was no one to safe someone close to me...if I can save just one life...then it's worth it so no one has to go through what me and my family has gone through." He turned away and walked to the edge. "It was nice to meet you in person." He nearly said again but stopped himself. "I'll take your words into consideration...but don't hold your breath this is my choice." He jumped high up into the air and his cape shifted and he seemed to glide through the air.

Peter sighed although someone else looking over the city was a nice thought and maybe he could take it a little easier but he couldn't help but feel responsible, he knew there would be consequences but he really hoped this wouldn't have been one of them. "Oh well, can't do anything about it now." Peter said to himself and decided to call it in for the night, besides he knew the Professor would want to hear about this and especially about Magneto.

Across town in one of the more residential areas of town a shadowy figure landed on a roof and opened a window and snuck in. It was the Prowler walking into a dark attic, he flicked a switch and the lights came on. He pulled off the mask to reveal himself as Hobie Brown. He pulled off his gauntlets and sat down in a chair wiping his dark skinned forehead. "Man I wonder how he doesn't sweat in a mask?" He wondered out loud. He couldn't believe he had actually met Spider-Man and had helped him out, that was just beyond cool and he was a lot different then he figured he would be too.

He was a lot more serious then you would think after he heard that banter of his but he guessed that was just something he did. Of course that meeting had gone better in his mind then the actual things, but still...it was really cool. He just hoped he could life up to this and also not meet that blond wild man again. Him and that other guy were just scary not to mention they had powers and he felt a little out of his league with only his inventions to help him. He also knew that the only reason he got out of there with his skin on was from blind luck and surprise was on his side, he really didn't think he could go a second time and be so lucky.

He got up and winced from his ribs. First thing was to try and patch those up then go to bed, he would have a long day tomorrow.

CHAPTER 44: THE PAST CATCHES UP

The Operation rebirth episode is here along with why Logan finds the Parkers so familiar.