A/N: Ok, this chapter is going to need a lot of explaining. I love both X-Men Evolution and the Spiderman cartoons but the stupid channel I watched them on doesn't show them any more and I don't have any channels that do show them and as a result- I haven't seen either of them for a year, unless you count the video my brother has. The point is, I don't really have a clue any more. I will try and keep this cannon, but this chapter is not. Most of the information I have got is from Marvel Top Trumps Cards. So please don't tell me that most of these characters don't know Spidey at all, I really do know that. Please just count the Spiderman part as being an alternative universe type of thing and ignore it. Please? Plus, the Top trump card says Toad's real name is Mortimer, but everywhere else it says Todd. I have used Mortimer in this chapter, but if someone could explain that to me it would be nice. So, after that abnormally long author's note, here is the second chapter.

Disclaimer: I do not own any of these characters. If I did, why would I be writing fanfic?


Chapter 2- An Attack.

Spiderman was still reflecting when he heard a tap on his window.

"Johnny?" he asked in disbelief. Johnny Torch nodded.

" I was asked to come fetch you Spidey. We have a situation. Meet us in the usual spot." Torch flew off in a red haze.

As Spidey pulled on his suit one of his web tracers began to flash. He gasped in horror. It was the one that alerted him when Cat was in trouble. Beginning to panic slightly, he ran downstairs. Mary Jane gaped at him.

"No time to explain M.J. One of my friends is in trouble and Torch came to fetch me. I have to go." Mary Jane looked terrified.

"Couldn't someone else go-no? Well then I'm coming with you." Spidey tried to argue but he knew he was wasting time. Pulling M.J to him, he swung out of his house and across the rooftops of New York.

"Spiderman!" Many voices yelled as he swung into view. Daredevil blocked his path. "Who have you brought with you?" Spiderman grimaced.

"Mrs Spiderman insisted in coming along-but that's not important. Where is Cat?" Silence greeted his question. Mary Jane, offended at being deemed unimportant, pushed past Daredevil, who shook his head.

"This is ridiculous. She'll have to stay here, meaning someone will have to stay with her. Thanks Spidey." Before anyone could respond, a figure in a black cat suit leapt into view.

"Hey Spider." She said "That your wife?" Spiderman ran toward her.

"Cat, thank God you're ok!" She turned her back to him

"Not quite Spider." Spidey winced as he saw the three long scratches down her torso. Blood was staining the back of her suit.

"I thought you could use the heads up though. There's a re…" Mary Jane cut her off by fainting onto the floor. Spidey flinched

"She's squeamish" Whilst Susan Richards tended to M.J, Cat continued her story

"There's a real Symbiote army out there- Venom, Carnage and some bright green freak that gave me those cuts. The worst thing is this- police choppers are following them. That's gonna make our job a lot more difficult."

Black Panther spoke up "Not unless we use someone as a distraction to the police-Sable-how 'bout you? Since you're a mercenary you could try to get the police off our backs while pretending to be getting a reward. Harass them a bit so they'll follow you" Sable looked at Panther searchingly

"What do I get out of it?" The others just shook their heads. The Silver Sable nodded "I can't believe I'm doing this. Alright I'll take it." With that she ran off into the night.

When Mary Jane came round the first thing she heard was her name. It turned out that the mutants were discussing what they called 'Spidey's Problem'. Wondering where her husband was; she gazed around at the band of superheroes. Most of the women looked tough and unlikely to be impressed by her status as a top model. This worried her. Never in her life had she not been the most popular girl anywhere she went. Aha! She had spotted Peter; he was standing in a corner; talking animatedly to the one had called 'Cat'

"Hey" Said Black Cat suddenly, interrupting Peter in mid flow. "Your darling wife is awake. Aren't you going to introduce us?" Spiderman gritted his teeth.

"This is just too difficult Cat. I can't cope with having both of you here, not with M.J causing trouble and you having to tease me. Cat nodded "I know but

somehow I can't be nice about Mary Jane Parker. And it will look weird if you don't introduce us Spider" He nodded and led Cat over to M.J

"Mary Jane, this is Black Cat; Black Cat this is my wife Mary Jane." The two women acknowledged each other but their meeting was cut short by a shout from Torch

"Spidey, Cat, you ready to go yet? Sue says she'll look after your wife"

Spiderman nodded, smiling for the first time that day

"This is one party I can't wait to crash! See you later M.J!" Mary Jane watched as her husband swung off into the night, illuminated by the fire that blazed from one of his companions. Why did he look so happy? He never looked like that at home. Come to think of it, he had been looking happier ever since that-that woman 'Black Cat' had shown up. The thought made her feel uneasy.

"Mrs Richards?" She said "Who is that women with Peter?" The Invisible Woman looked sadly at Mary Jane

"You mean Spiderman? Her name is Black Cat. She's one of his best friends; one of the only ones to know his secret identity." M.J's face wore a puzzled expression "He never told me about her."

Sue laughed grimly "He wouldn't would he?"

"What's that supposed to mean?" Sue mentally kicked herself.

"He probably didn't want you getting jealous. Round here Cat's a great catch."

"Why would I get jealous?"

"Because if he told you all about this other women you would, wouldn't you?" Mary Jane had to admit she would.

" See. Never mind about Cat. Just relax and wait for Spidey to come back"


Amanda was sat up on her bed, listening to her parents ranting on. "So you are NEVER seeing THAT BOY EVER EVER EVER AGAIN !" She laughed inwardly and hugged her knees tightly. "Do you understand me?" Her father was yelling. She nodded but as soon as her parents left the room she began to climb out the window. Going out with Kurt was great fun. She got to do all kinds of stuff and the fuzzy mutant got the blame. So just to spite her parents she would go over to the Xavier institute right now to see him.


Black Cat leapt onto the nearest rooftop.

"I hope Sable's done her job with those choppers. The press would have a field day if – Devil get down!" A red figure launched itself at Daredevil but, thanks to Cat's warning, it landed heavily on the floor.

"You will pay for that" it hissed.

"Oh, temper Carnage" Spidey teased "Find that happy place"

"Die Spiderman!" Carnage yelled

"I get that a lot" Spidey said.

"Quit fooling around Spiderman. Do something!"

Carnage faced Spiderman, his clenched fist turning into a chainsaw. Spidey let loose a web bomb; Carnage recoiled in pain. Cat threw herself at another symbiote, Venom. He was strong and she knew that she had a real fight on her hands. Drawing on her martial arts knowledge she sent him flying against the nearest skyscraper. Undaunted, he jumped back, intent on taunting her.

"Come on Black Cat, Spidey's wife could have done better than that!" With a shriek of anger

Cat leapt at him again only to find herself being clawed by his talons. Thinking quickly, she delivered a heavy blow to his abdomen, allowing herself to get out of his way and to sneak up behind him. This time it was Venom who wasn't ready. He was slammed onto the ground as Cat delivered kick after kick with her powerful legs. Suddenly an extra strong kick sent him spiralling off the edge of the roof. He managed to

jump back up and lashed out at Cat, deliberately deepening the scratches on her back. Whirling to face him, she sent a punch at his head. He caught her hand and yanked her off the roof with him as he fell. Just before she hit the ground, strong web surrounded her and Spiderman pulled her back up. He had been watching her as she fought. It amazed him how beautiful she looked, even when battling furiously with an alien symbiote.

"Thanks Spider." She said, snuggling against him, before drawing back quickly when she realised she no longer had the right to do that.

Most of the other superheroes were engrossed in fighting smaller symbiotes, ones that had not yet found a human host, but Cat saw her friend Black Widow fighting the green one she had encountered earlier. Seeing that the Human Torch was making short work of the mini symbiotes, as they were no match against fire, she motioned for him to go help her. A few minutes later two more fighters arrived.

" I ditched New York's finest outside a doughnut store" Sable announced " And look who I found along the way." She continued, pushing forward a young woman with purple hair.

"Psylocke!" Torch cried, pushing his way forward. Mr. Fantastic, however, stopped him.

"Torch, can you concentrate on the fight. Time and place?" Torch grimaced.

"Didn't say that to Spidey earlier." He muttered. Mr Fantastic shook his head and turned his attention back to the fight. Sable and Psylocke were good fighters and easily finished off the symbiote army. As everyone was catching their breath, Spiderman pulled out his phone and began to dial 911. After informing the police of the whereabouts of the criminals he addressed the rest of the superheroes.

"The cops are on their way over here and I don't really wanna stay and chat, so if anyone does they can stay, but I'm off." He declared, swinging off onto the darkness.


A shrill scream cut through the silence of the night. Kitty Pryde woke with a start and listened a while to see if she had imagined it. Her fears were confirmed when the institute began to shake. She quickly jumped out of bed and pulled on her suit, figuring it would be better than her pyjamas. As soon as she had done so, she ran down the corridor to Kurt's room. Fortunately, he met her halfway.

" Quick!" She shouted. "We need to get out there!" Kurt grabbed hold of her.

"Ok, that von is easy." He replied and teleported them outside.

As they crept softly round the stone building, Kitty couldn't help but ask a question.

" Are we the only ones out here?" Kurt poked his head round the building.

"You mean apart from the huge fat guy round there? Ja, we are."

"Fat guy? As in Blob?" Kitty hissed. Kurt nodded.

"That means the Brotherhood doesn't it?" He asked sadly.

"Fraid so fuzzy." She replied " I thought they'd given up on stunts like this."

"Obviously not. Come on, ve should investigate."

They rounded the corner and stared at what they saw. Lance was talking angrily to a girl with long dark hair that looked oddly familiar.

"Kurt!" Kitty exclaimed softly. "Isn't that Amanda?" Kurt looked long and hard at the girl, before concluding that his stupid girlfriend had turned up at the institute in the dead of night.

"Oh no. Zis really complicates sings." He told her, setting off at a run towards the group. Kitty easily caught up with him, as she took a shortcut through every statue in her way, whereas Kurt had to avoid them. Unfortunately, they had now made the other mutants aware of their presence and the Brotherhood was ready for them.

" Kitty." Lance drawled. "How nice of you to join our party. Did my little warm up act wake you up?"

"No, I could smell your stench a mile off." She rejoined. "Now get lost before we all die from it."

Lance smirked.

"Thanka for the complimenta."

"Since ven vere you Italian?"

"Can it elf-boy." Toad said, throwing a can at Kurt's head.

"Oh why don't you go eat flies or whatever Mortimer." Kitty snapped, deliberately emphasising the last word. Toad leapt at Kitty, but Kurt teleported in front of her and punched Toad in the face, sending him spiralling backwards into Lance. The angry mutant jumped up and propelled Toad forward.

"Hey! I'm not a pinball." Toad shouted.

"Save it for them." Lance declared, pointing to Kurt and Kitty, before making the ground shake again.

"Kurt!" Kitty shrieked as she fell to the floor. "Get the others out here!" Kurt shook his head.

"I von't leave you alone viv zem." He told her forcefully, helping her up. She pushed him away.

"Now is not the time to go all noble on me fuzzy. Get your blue butt back in that house." Kurt sighed and gave her a worried glance before teleporting into the institute.

Amanda, angry that Kurt was too bothered about Kitty to worry himself with what she was up to, began to creep back to the institute to confront him. Not that she really thought that there was anything between her boyfriend and Kitty Pryde but the way he had looked at Kitty just then made her feel uneasy.

Creeping back to the institute was easier than she had expected. Well, all the freaks were chasing Kitty so it was understandable. As she entered the institute she was nearly knocked flat by a man who looked like he had silver claws growing out of his hands. Turning round, she saw Jean Grey fly over her head. Or at least she thought it must be Jean as her flaming red hair was a bit of a dead give-away. But then a blue puff in the corner drove it out of her mind. She had missed Kurt. Well she was just going to sit here and wait for him to come back she decided, sitting herself down on the steps.

Outside, Kitty was regretting telling Kurt to leave; taking on the Brotherhood alone was not one of her best ideas. Suddenly, as she phased through Pietro for about the millionth time, he appeared beside her.

"What took you so long fuzzy?" She gasped; phasing took a lot of energy.

"Oh, you know, chat viv Rouge, tea viv Scott, zen ve come to help you." He teased before kicking Lance especially hard in the head. Elsewhere the other mutants had arrived and were making short work of the Brotherhood, but Lance hadn't quite finished with Kitty.

"So what's with you and the fuzzy elf?" He asked as he grabbed hold of her. She quickly phased through him.

"I don't know what you're on about." Lance smirked.

"Well he's kind of your knight in shining armour isn't he? So I wondered, what if you were in trouble, I don't know, like this," He said, slamming her onto the ground with another earthquake. "He might show up."

He gazed at Kitty who was lying, gasping on the floor.

"But it doesn't look like it, does it?"

Kitty finally managed to pick herself up and decided to do something very stupid. The only way she would be able to escape Lance's attacks was if she were in the air. But she didn't really know how to control the aspect of her power that enabled her to walk on air.

"Shut… up… about… Kurt." She breathed, hoping to keep him talking.

"Why?" Lance asked. "Is he your boyfriend now? Would you rather date a blue guy than me?"

"Lance," Kitty said, raising her foot and trying to concentrate, "I would rather eat my own puke than date you."

Finally, she had got her other foot in the air! Now if she could just get higher, high enough for Lance to have no chance of pulling her down. She tried, but found herself feeling dizzy; this took way more effort than phasing.

"Hey!" Lance yelled suddenly "I didn't know you could do that!" He reached out to grab her ankle and pull her down but she kicked out hard, her foot landing squarely in his forehead.

Desperation giving her power she didn't know she had, she managed to climb a bit higher into the sky before Lance recovered again.

"I swear…" She heard him mutter. "I swear if one more person kicks my head tonight I'll kill them." Kitty raised her foot in the air again and tried to move, but the effort of sustaining herself in the air was becoming too much. Instead, she decided to watch Lance and then plan her next move. He appeared to be mulling over his options too.

"Ok, loser, I can't stand being around you guys anymore so I'm off home." He declared, shaking the ground for good measure, then vanishing into the night.

Kitty let out a sigh of relief, instantly regretting it as a wave of nausea and dizziness swept over her. Trying out this power was a mistake, she didn't have a clue what was happening and now people were going blurry. She vaguely felt someone catch her as she fell, but before she could work out whom, her world went black.


A/N : Thanks to Bubba Hyde for reviewing! Tails will be pleased too, as he will no longer have to put up with my moaning. (By the way, Tails did not write this story, I did. I am Eponine and he is Tails, that's where the pen name comes from) Anyway, hope you enjoyed this chapter!
P.s Does anyone know Amanda's last name? And did anyone recognise Spidey's movie quote?