BlackRoseApocalyps: Well I'm glad you're still there and like it.

KaliAnn: Thanks for the ideas in fact I just a great way to take the story.

Lady Suneidesis: Got some action planned for this chapter, and I'm trying to get out of the angst a little but I don't want it to seem he suddenly gets over it you know?

X-Over: I forgot about Zatanna and Dr. Fate thanks, plus I was thinking of a test and I'll get right to it.

Daveykins: I have an idea for the Joker, but remember Goblin is DEAD and in another reality.

The Uncanny R-Man: Peter will meet a few of the other heroes in this chapter, as for Bats I think it's more of a respect thing.

Morlin: I was thinking of doing that for starters with Peter getting a new job, when he gets the suit back on I'll try and fit them in, as for Supergirl...you and me think a lot alike you know that? But they'll be friends first, I want him to get over MJ first.

Star Lin: I plan on easing Peter into the League and into his new life too. Plus when Peter gets better you know him and Flash will be good buddies since they got the same kind of humor.

Bumpkin: Well he does have a way of picking up kids with hard luck stories like his own doesn't he? You already gave a few ideas in the review, nice I think it gave me a few ideas.

Booyah: Read more carefully because I already said the costume was fixed he just hasn't worn it yet. He'll go to one of the cities soon and I was thinking of something like that to get him going.

Jezrianna: Believe me I use the spell/grammer check in my Word program but it's not perfect, sometimes I can get a chapter out with no error but not as many times as I'd like or want to. I haven't seen the third season so the characters might be OOC if you can help with that please do. I do have plans for Peter going back to the webs, and his 'return' to New York and he will meet some of the other and younger members. I even plan on hooking him up later on with someone but I don't want to give too much away. Glad you liked the rest of it though.

Dapster: Thanks, I think that was the best one I could think of, if you got any ideas please let me know.

Thanks to: hazelle, Ldypebsaby, Gyre, dee, Brutal2003, Tomboy13, DarkKnight92, sma, Proponent of EVO, Sithicus, calamite

AN: I didn't know at the time that Hawkgirl wasn't in the league in the new season but I decided to change that, I liked her too much to get rid of her.


JUSTICE LEAGUE: THE SPIDER

CHAPTER 3: NEW FRIENDSHIPS

It had been a few days since Flash had started to get Peter to open up and currently Peter was walking to the observation room. He had just finished tuning up the big spaceship thing in the main hanger bay, he forgot the name of it at the moment and before that he was learning about the teleportation units. He still couldn't get over that piece of equipment. He guessed Hinesburg wasn't completely right about teleportation not being possible after all.

He smiled at the thought, he always loved science and there was just so many cool things, especially since he was told a lot of it was either came from top secret research or alien technology. Although he was surprised when he learned that J'onn, Hawkgirl and even Superman were actually aliens.

He knew it sounded a little geeky but he thought that was just so cool. At first he thought they were mutants but apparently there weren't any mutants in this reality at least not ones with an x-gene. More like enhanced humans like him and a few other aliens as well. Plus the fact he learned that Diana was actually technically an immortal created on an island full of Amazon warrior women that didn't age was a bit of a surprise too, but not by much.

But then again the Ultimates had Thor, and actual god on their team so it wasn't so far fetched he guessed. He remembered the look of surprise on her face when he told her he had actually met Thor a few times and that he was the Asguard thunder god. Boy was she surprised at that.

As he got to the large window he leaned on the guardrail over looking the view of Earth. Even though it was pretty cool that he had been living on a space station he loved the view of Earth from here.

"Troubles?" Came the voice of J'onn from behind him making Peter jump.

"Geez man, I wish you and Batman would stop doing that." Peter said placing a hand over his heart.

J'onn smirked. "Sorry about that. You seem to like this view."

"Yeah." Peter nodded and went back to looking out the glass. "It kind of makes me feel like I'm not so alien to this place."

J'onn smirked at his choice of words. "I though I was the alien here?"

Peter let out a small laugh. "Yeah I meant in another fashion. I know that Earth wasn't your home but in a way it's not mine either." Peter noticed the look of slight confusion on the Martian's face and decided to explain. "You see that my be Earth but it's not MY Earth. If Mars was back to the way it used to be but everything that made it home to you was gone would it still be Mars to you?"

J'onn considered his words. They were surprisingly insightful for one so young. "I can see your point. I know what it's like to feel like you don't belong...and not having a home to go back to and having everything you love taken from you...it's not an easy existence."

"No...it isn't." Peter said sadly. It was strange in the time he had spent he felt more like he could relate to J'onn the most. They were both silent and didn't say much about their past because Peter figured it was just as tough for J'onn to talk about his past as it was for Peter to talk about his.

J'onn too felt like Peter understood him better then some of the other members could, in a way they had gone through much the same, and he was surprised how someone human could feel just as alien to Earth as he did. "You know, I once thought I would never be able to 'fit in' as they say to this world. That I would always feel like an outsider. But in the two years that I've been here I've found that if I let myself I could find a home on this world...and you can too."

Peter thought about it. If a Martian can feel like home on Earth then he guessed he could too, it would just take time. Peter turned to smile at him. "I hope you're right."

J'onn smiled. "I think so...you know what helped me to feel not so foreign from this world?"

"No, what?" Peter asked him intrigued.

"Friends." J'onn told him simply. "If it hadn't been for my friends in the League I wouldn't feel so alone like I did so many years ago, and I know the rest of the League if you let them will be there for you."

Peter smiled at the man's words. "Thanks...that means a lot...and you're right too. I mean in my old life I had few friends, and because of my secret I had to keep most of them at arms length...I couldn't let them too close to me or...they would get hurt."

"I can see why you did that...but you don't have that problem with us. We already know your secret and you have nothing to hide from us."

A small smile formed on Peter's face. "Yeah...I guess you're right about that. You know...it does feel nice to be able to talk about all of this with someone, especially someone who does the whole hero thing and knows what that life is like."

"Sure I talked to MJ about it, but I had to omit certain details so she wouldn't worry so much."

J'onn placed a hand on Peter's shoulder. "Just remember that you're not alone anymore." Peter looked him in the eye and nodded his thanks.

"J'onn come in." Came Batman over J'onn's communicator.

"Yes what is it Batman?" The Martian asked.

"Do you know where Peter is? I wanted to get through his physical evaluation in the training room today."

"He's right here he'll be right on his way." J'onn told Batman and turned off the communicator. He looked at Peter and saw the apprehension on his face. "Don't worry about it, I believe he has taken an interests in you and just wants to know what you can really do."

"I'm not sure that's exactly comforting big guy." Peter remarked and J'onn couldn't help a small smiled as he led him to the training area.

While waiting for Peter, in a room that over looked one of the training areas and had controls for the square room below them were the other members of the League with the exception of Green Lantern and Hawkgirl since they were busy on Earth for the moment or as Flash had said they wanted some 'alone' time.

Batman was studying some papers he was holding with interests. Flash couldn't help but be curious about them, since he was getting impatient. "So what is that Bats?" He asked him trying to look over his shoulder.

"I had Peter test his IQ and take an SAT test to see how smart he was." Batman said in his ever-present even voice that betrayed no emotion.

"Really? How well did he do?" Superman asked him.

"Please how well could he do? I mean sure he's bright but he's what? Eighteen?" Flash said then Batman gave him the papers with Peter's score. "Whoa...I didn't know they went up that high."

"Not for your average person anyway." Superman admitted as he looked over Flash's shoulder at them. Diana decided to take their work for it since she didn't know exactly what a good or average score was for those things, but she guessed by their reactions that they must be really good.

They saw J'onn enter through the room. "He's getting ready by getting his equipment on and changing."

Not long after they saw the door to the training room open and Peter step out. He was wearing his belt with the extra web fluid canisters and his web shooters. He wasn't wearing his costume though but a T-Shirt and sweet pants and was bare foot.

"He's not in his costume?" Wonder Woman asked out loud.

Superman looked solemnly at him. "I think he's not sure if he's ready to go back to being Spider-Man just yet...he's most likely still thinking on things."

Peter however was looking at the square room, it didn't seem so bad at the moment but he knew that things were going to change soon enough. "Alright we're going to take you through a few training sessions so just do your best." Peter heard Batman's voice over some kind of speaker. He could see the others looking at him and Peter looked around not knowing what to expect.

"I just hope he doesn't place this thing on high first time through." Peter muttered. He heard the sounds of machinery and a few other things then his spider sense went off. He jumped to the left and flipped in the air to land facing whatever had set off his spider sense and he saw several orb-like devices.

"Great...looks like those things from the Star Wars movie...only bigger and nastier." Peter said and jumped high into the air avoiding a stun charged energy shot from one of the devices. They beams were set to a low level, they would sting but nothing more, but Peter didn't know that and he didn't want to find out what would happen if he got hit by one of those.

While in the he shot out two different lines and snagged two of the drones. When he landed he swung them together and managed to slam both of the webbed drones into a third that was sandwiched between them.

He sensed another attack and back flipped over another drone and webbed it up completely. The drone's ability to stay in the air was cut off by the webbing that jammed its devices that kept it up and it dropped to the ground.

"Well this is easy so far." Peter said smirking. Then a door on the floor opened up to reveal a few combat drones that were humanoid in appearance. "Uh oh...why do I get the feeling I just got to the next level?" He asked himself as the lead robot fired some kind of energy beam from its eyes. He jumped off the ground and to the nearest wall. "Great, robotic versions of Cyclops just what I needed."

The others were watching as Peter battled on. After a short time Batman decided to take it to another level by activating one of the environmental systems. This specific system altered the makeup of the training area by either elevating, or lowering certain sections or even having walls come up form the ground or walls. Batman was using all of these at random times to keep the room changing.

"You know I was going to say isn't that a bit much." Flash said but as he watched Peter jumped off the walls, and use acrobatics that were beyond a what a normal human could ever do, not to mention how Peter used the new environment to his advantage by clinging to the walls and other surfaces to get angels of attacks on the robot drones that he couldn't have gotten in a plain square room, was definitely an interesting site. "But I think you actually helped him out in that."

Batman didn't say anything as he studied Peter's fighting abilities. "He seemed to have a few martial art moves but they weren't polished, like he was shown them but never really trained in them. But his agility and reflexes he had to admit where amazing and he noticed now Peter used his speed and agility to his advantage and used his strength when he had a clear shot at them.

As Batman looked he guessed Peter was use to fighting in battles where he was either outnumbered, or facing stronger opponents them himself. Peter continued to fight off the drones, he would sneak up from behind and use his webbing to fuse their joints together and then attack. Sometimes he got them to work for him, like when one of them was firing at him he swung across the path of another drone and the drone attacking him shot the other one by mistake.

After an hour of this Peter was beginning to tire. He was covered in sweat and he was losing his speed, he had already gotten 'tagged' a few times by the drones and he also knew just how much those attacks of their stung now and he was now motivated to do his best not to get his again.

It was at that time that all the walls suddenly went back down and Peter saw all the robots suddenly stop, then turn around and go back through one of the doors. At least those that still moved, he saw what had to be a few repair drones come into the room and pick up the other ones. The ones that were webbed up in the beginning were already free of the webbing seeing as it was in the last stages of disintegrating.

"Alright that will be enough for today, go hit the showers." Peter heard Batman say and he was relied by the sound. He nodded and walked off the large locker room areas close by. A nice hot shower and then maybe a little crash on his bed was just what he felt like at the moment. But he had to admit...he had been getting a little itchy for something to do physically.

He had missed being able to cut lose like that and he was wondering if what he had been thinking of ever since he got here was or wasn't possible. Could he give up being Spider-Man. He had tried that already a few times and he always got back. After Eddie Brock had been killed at least he thought he had with the destruction of the Venom suit, he had gone to Nick Fury and asked him to strip him of his powers, to make him normal again.

Fury had told him that he was given a gift and not to waste it. He also told Peter that when he was older Fury wanted him to work for SHIELD, maybe even with the Ultimates. But then again what had being Spider-Man ever brought him but pain and misery to him and those around him he had to ask himself.

In the control room the others were talking about his performance. "He seems quite capable for someone so young." Diana said to them.

"Yeah Pete's got some moves." Flash said with a grin. "You think we could sign him up for the Olympics?" Everyone gave him a look at that remark. "Oh come on. He's win the gold in the gymnastics easy, hell he could land in a seat on the third row of the stadium for his dismount."

"Anyways I think he could use some training, his attacks are a little rough in a few areas." Batman said to them. "Plus I'm not sure if he's ever fought on a team or by himself most of the time."

"Hey kind of like you huh?" Flash said to Batman, but he just gave Flash one of those looks that usually made him shut up before he said anything else that might not be healthy. "Uh...never mind." Flash said backing away slightly.

"Well I don't see why he can't join in a few training session now and then, maybe you could even teach him a few things Batman." Superman said to him.

"Maybe...when I'm not too busy." He said to him.

"There's one more thing we should discuss." J'onn told them. "I feel he should get to know this Earth personally. But since I don't have anywhere on the planet for him to stay in I can't help out with that."

"Yeah but the only ones of us with anyplace where he could crash we have secret identities." Flash spoke up. "But...to tell the truth...I was thinking of letting Peter in on mine, I mean we hang out a lot now and I just doesn't feel right how I know all of this stuff about him and yet he knows nothing about me, well outside the suit."

"That is a good point." J'onn said. "And I believe Peter is becoming slightly isolated, this is all new to him and he needs to get out into the world.

"I think I can help with that." Superman said. "I've been talking with my folks and Lois, and they've been wanting to meet Peter. Plus I think I can trust him with my secret, so I think I'll take him for the weekend to see how he feels about Earth."

"You trust him that much already?" Batman said cautiously to him.

Superman had thought about it. "Even though I don't remember Krypton, I still lost my world, and my birth parents and my entire culture. But when I got here I was taken in and Peter is a lot like me. He lost his entire world and he needs someone to help him adjust to this one."

"I think that is wise." J'onn said with a smile. He remembered how Superman had taken him to his family for the Earth holiday of Christmas. At first he was unsure of it but he had to admit, that was one of his fondest memories of his new life here.

"Well I'll go and talk to him about this." Superman said.

A little later Peter was sitting on his bed. He looked around the room, it was mostly empty and he was wondering if he could get a few things to make not to depressing. He got off the bed and walked over to a table were his Spider-Man equipment was. He had cleaned and adjusted them like he normally did after he used them. It was done to make sure they wouldn't miss fire or jam or anything.

He picked them up and opened a drawer and saw his Spider-Man costume folded up to one side. He froze as he looked at it then placed the equipment in it. He was about to close it when he picked up the mask that seemed to be staring at him.

"What do I do?" He asked himself. It was being Spider-Man that caused all those deaths in his life, so how could he still go on? He knew his Uncle had told him that with great power came great responsibility...but if he put it back on wouldn't he just invite more pain into his life? But then again what did he have to lose anymore?

There was a knock on the door and Peter quickly put the mask back in and closed the drawer. "Ya, come in." He said. He saw Superman walk into his room.

"How are you doing after that training session?" He asked with a smile.

Peter shrugged. "I little sore but I've been worse." He sat down on his bed looking at the man of steel as he had heard him described. "What's up?"

"Well I was wondering if you wanted to see Earth. You've been up here you're entire time and the League felt you should get to know this world."

Peter was surprised at that. Even though living on a space station was pretty cool...he missed seeing a sky and other people. "Yeah I think I'd like that...but...where will I stay? I mean I don't exactly got any cash on me for a motel or something."

Superman smiled at him. "Well you'll be coming with me for the weekend. Tomorrow is Friday and you can visit with me and maybe my family. They've been wanting to meet with you actually."

"Wait you're family! But, wouldn't that mean, well, you know?"

I trust you to keep my secret and so does Flash for you to keep his too." Superman said to him and reached out with his hand. "You can call me Clark."

Peter shook his hand then his eyebrows knitted together. "Clark? You serious about that? That's your real name?"

"What's wrong with Clark?" Superman asked him.

"Nothing...it's...well...you just don't look like a Clark." Peter said to him and after a few blinks Superman couldn't help but laugh a little at that, he guessed Peter would change his mind when he saw him without the tights and in a suit and glasses.


NEXT UP CHAPTER 4: THE KENTS