"This is it." Peter instructed. The red convertible full of mutants pulled over on the almost vacant road right next to the Fisk Corp. Building. Peter was right...this was it. "We're gonna do this slowly," he began to instruct. "'Cat, phase us through to the west side of the 3rd floor. That's where the database is. We'll find a key-player for Rogue to touch. Once we do that, you two get out of there and Kurt and I will get the girl. Rogue will instruct us with what she knows from here."

"Sounds too simple," Scott gave his humble opinion. He expected something more...after all this is a criminal mastermind.

"It is," agreed Kurt. "That's what scares me."

"Things might get messy in there," warned Peter...even though what he really meant was that things WILL get messy in there. "So If we are ever caught, then flip it into hyperdrive. Do everything you can as fast as you can and get out of there."

"Just do me a favor," Scott asked. "Come out of there alive."

"No one will die tonight," Peter assured his older leader. Partially to keep Scott calm, and partially to keep himself calm as well. "Scott, thank you for this. I will tell the professor everything when we do this." Peter held out his hand to Scott as if saying good-bye for a final time.

"Peter," Scott began as he grabbed his hand. "I've seen you work before. You're good. I have faith, but please be careful. If this guy is anything like you described...he knows you're coming."

Peter knew this already, but hearing it from someone else made him a little nervous. That's good...he won't be as reckless if he's nervous. He slipped on his mask, and the four teens hopped out of the car and moved quietly to the side of the building. They walked around the side for a few feet until Spider-Man stopped them.

"The database room should be straight up from here," Spider-Man said as he recalled the notes he studied earlier today.

"Should be?" asked Nightcrawler in a panic. "What do you mean 'should be'? You mean there is a chance that it isn't?"

"Kurt, you need to calm down," said Spidey in a soft voice to not startle his blue friend. "Trust me. Kitty, can you do it?"

Kitty looked at the gigantic building nervously. This isn't anything she couldn't do, but the fact that the building is jam packed with guns doesn't give her a good feeling about this. "Straight through, and up three floors.." Kitty repeated. "I can do it."

Each of the member's of this team took a deep breathe. "It's now or never, guys," began Rogue, which could be a pep talk to settle down her own nervousness. "Hang on to you're masks..."

With that said, Spidey, Nightcrawler, and Rouge touched the shoulders of Shadowcat and she phased them straight through the wall, and upward. You can't breathe when you're phasing, and the distance between the first and third floor is sufficient for the teens to run out of breathe. They finally reached the top floor and all four of them gasped for air.

"What the hell?" said some guy that no one could identify. This was unexpected. "What the...how the fuck did you do that?" They didn't have time. Spider-Man spun a web unto the guy's chest, pulled him in and knocked him out.

"Check his ID," Kurt said. "Maybe he's the guy we're looking for."

Kitty reached into the unconscious man's ID card. "'Senior Vice President Daniel Wareck'," she read. "I think this is our guy."

Spider-Man looked at the other girl. "Rogue?" he asked.

"I can do it," she insisted. She hasn't used her powers since before she was hospitalized, so she seemed unsure of whether this is a good idea. But as Peter said many times, this isn't about her or any of them anymore. This is about Illyana. Slowly, Rogue took off her right gloved and touched his forehead with her middle and index finger. She gripped her eyes shut as she took in all of the memories and feelings of Daniel Wareck.

schoolwasteboredbadgirlprettyhatefatuglydrugsdropoutpoormoneytakestealcrimemughurtpainalonedestkingpinfisk

Rogue shot open her eyes. "Floor 56. Hidden Floor. Base of Operations. Jail cell. East side. The girls there," she spat out quickly.

"Are you okay?" Nightcrawler asked as he grabbed the shoulder's of his adopted sister. Shadowcat and Spider-Man were worried as well, but they didn't say anything.

"I'll be fine," she assured her brother. "He was a weak mind, it's nothing. Just get the girl. 56th Floor-"

"..East side," finished Spider-Man. "Got it. Are you sure you're alright?" Rogue didn't say anything, but she did nod. It was a long time since she used her powers, and from the look of it, the feeling of stealing someone's memories and feels doesn't see, like a painless process. It looks exhausting as well. "Shadowcat, get her out of here. Nightcrawler and I will take it from here."

"Take it easy, Rogue," Nightcrawler reminded his sister. She gave the a two a faint smile just before she was phased through the floor along with Kitty. Back to business. Nightcrawler ran on all fours as Spider-Man followed on the wall to a nearby elevator...where they found 5 men waiting with guns. It's official...the jigs up. Nightcrawler ported to the side of the men and quickly took them out with martial arts. Peter did the same from above. "That was easier than I thought it," commented the elf.

"Where not done, yet," reminded Spider-Man. "Feel like waiting?" he continued as he pointed to the closed elevator door.

"Hang on," Nightcrawler said as he grabbed Spider-Man's shoulder. BAMF! After a few twists and turns, the two found themselves on the wall in the elevator shaft. Spider-Man massaged his head. No matter how many times you do it, teleporting with the Nightcrawler is always a trip. "It takes a while to get used to," assured Nightcrawler.

llllllllll

"Sir, something has infiltrated the building."

"'Something'? 'Thing'?"

"They took out 5 men. There on their way up here."

"And just how do they now about here?"

"We don't know. We assume someone talked."

"Where exactly are they?"

"In the elevator."

"The elevator doesn't reach this high."

"But the shaft itself does."

"There in the shaft you mean?"

"Yes sir."

"Interesting."

llllllllll

"55..." After climbing almost 55 stories, the tired two have reached the point where floor 56 should be. It was just a wall. "It should be right here. I guess this specific elevator doesn't reach this high."

"So now what?" asked Nightcrawler. Spidey didn't answer verbally. He just glared at his blue friend with the artificial scary white eyes on his mask. Nightcrawler knew exactly what Peter was insinuating, and he did not like it. Spidey decided that it was a lost cause. He was not about to ask Nightcrawler to do the one thing he fears most.

"The wall is thick," Spidey analyzed. "Maybe we can get through it if we go through the 55th..."

Just then, Nightcrawler grabbed Spider-Man's shoulder and closed his eyes tightly. "Kurt!" Spidey almost yelled. "What are you doing?"

BAMF!

llllllllll

"Sir, they reached this floor."

"Hm. They're good."

"Should I get men on them?"

"He climbs up the elevator shaft and magically ends up though the wall?"

"Sir, I think it's best if we-"

"I think I heard of this guy. He stopped many of our operations."

"I will get all the men we have and-"

"Think about this Wesley. If he stopped all of our operations, don't you think he would get the best of our men as well?"

"So then, what should we do?"

"Get the girls on them."

llllllllll

"We won't get way with this for too long," analyzed Nightcrawler as they continued to sneak to the east side of the building. "I'm sure they know we're in right now." Spidey didn't answer right away. He was still in shock over what Kurt had done. Teleported without knowing where they were going. They got lucky that's for sure, but the fact that Kurt risked everything to do that made Peter feel...guilty. "Peter! Are you hearing me? We gotta do something to keep them off balance!"

Spider-Man finally snapped back to reality. "You mean like what? Splitting up?"

"I think it's our best bet," explained Nightcrawler. Spidey agreed. "I'll get to the girl. 'Porting gives me more of an advantage then you."

"And I've dealt with these guys before," added Spider-Man. "So I have a better advantage over them if I just act as a decoy. They don't even know you."

"Also true," agreed Nightcrawler. "I'll head for the girl."

"And I'll go the total opposite way."

"Done."

"Kurt," Spider-Man stopped his blue friend. "Be careful."

"You too."

They split up. Kurt ran as fast as he could to exactly where Rogue said the girl was. He ended up having to teleport through a few locked doors, but nothing too difficult. Surprisingly, Kurt didn't come across any henchmen on his trip. He did come across a thick steel door. This had to be where the girl was being kept. He went to put his hand on the door handle, but suddenly, something scratched Kurt lightly.

Kurt quickly took his hand from the door and examined it. His glove was torn and red with blood. He looked at the door to see a sai stuck to the handle also stained with his blood. He turned around.

llllllllll

"Where is he?"

"He was supposed to be in here!"

"Peekaboo!" Yelled Spider-Man as he dropped form the dark roof pouncing two of the possibly 10 enemies he had to deal with. He snuck off into an office knowing full well that his enemies were going to follow him. He waited on the roof once more. He's dealt with guys like this before, he was so sure they were going to follow...and the darkness gave him such a good advantage. However, there was one problem. The henchmen never followed.

Spidey did his signature upside-down web pose as he looked through the doorway. "Hello? Spider-Man ahangin'! Waiting to be-". They were gone...with the exception of the 3 men he took out earlier. They were unconscious.

Spider-Sense

He wasn't fast enough. Spider-Man was tackled from behind. He landed hard on the floor but quickly kicked himself up and remained low. "A dirty fighter! This should be..."

Spidey remained quiet after realizing who had just tackled him. He didn't move. He didn't speak. He just gazed at the black tights. The small mask. The red lips. The sultry curves. And the white hair.


So lets not even try. Let's ball it up and throw it out the window. It's finally becoming all so clear in my mind. I've thought this thing through more than once or twice. I feel that this would happen sometime along the line. Running in circles I can't forget how many times I've played this in my mind. Is this what you meant by feeling free? It's all a blur. It's too dark to see. Together at night. I think its time to turn around. I really want to be able to leave this place tonight.

(A/N: Almost done! PLEASE KEEP REVIEWING! Thank you so much!)