TheUnknown325: Yeah it is a bit ironic, not sure about Luke Cage and Iron Fist I don't know much about them. I'll surprise you on the Carnage thing.

The Uncanny R-Man: Actually Cloak and Dagger won't show up because they were the ones that made Shriek insane and in this fic she's not a psycho like in the comics. I was also thinking of that old X-Men cartoon when Xavier's dark side got loose.

Mark C: Actually Sandra is human with a dormant X-gene. I'm glad you liked the Peter/Xavier part I wanted to show more to Xavier then you'd think. You'll see where Jamie's feelings go eventually.

Episodic: Yeah I wanted to show another side of Mystique in this chapter and will how it started I wanted to end it with the warm and fuzzy stuff.

Laser Crusader: I have been thinking on Spyder's family but haven't decided yet the same for Peter's parents I'm trying to look up some information about that to help me out. As for your last question I have no idea maybe it's from being a fan since childhood.

TheFuzzyOne1989: I'm not sure about Blade I'll have to think on it. My focus can change from now and then, no Amanda is staying human in this I did that in my AGU series anyway.

Sean Malloy-1: What threat? You'll see about Jamie/Spyder later, no they'll need the nullifiers, Piotr and Illyana yes not sure about the other two.

Multifan: Mystique and Sandra will have a special relationship in this fic. He won't get over all his guilt just enough so he's not brooding. Yeah I am making more Jamie/Spyder stuff but I'm just working with what Red Witch wrote for her.

KSimonT-X: Thanks I really tried to being that part of Peter out in this without trying to go overboard. I agree Peter/Rogue are perfect for each other. Yeah that's where I got the idea for that talk with Xavier and his darker nature. Well Venom will use those closest to Peter against him.

Slickboy444: Oh don't worry Sandra will have to battle her cravings first, you'll see more of a close interaction with her and Mystique. Yep Peter is making a road to recovery as well. I knew you'd like the Jott scene, yep I wanted to draw a little parallel there with their relationship and with Peter/Rogue and Jamie/Spyder.

Aaron: I said in the author's note in the last chapter who was on whose team didn't you read it? She's going to the Brotherhood, how many times must I say this?

KaliAnn: I think Peter is just one of those that does do that, not sure why. Yeah I'm building up something between Sandra and Mystique.

StoneMan85: Never heard of Mud-Thing, and that's what I planned with Venom.

Jenskott: It was Sandra NOT Delilah. Everyone seems to have enjoyed the Peter/Professor talk I'm glad I was kind of worried about that one. I'm not surprised you liked the Jott moment.

Spicy Sweet: That wasn't a rule that was a prank started by some moron.

And thanks to everyone else for their reviews as well.


THE RETURN OF SPIDER-X

CHAPTER 4: BACK IN THE SWING OF THINGS

Peter was in his Spider-X uniform, basically it was all black with a white spider design on the front and back that had the legs in an X formation. He wore a mask that was an all black version of his Spider-Man one, with X-Men shoulder pads. He wore his improved web-shooters on each wrist as they were large metallic looking on the outside. Like his other suit this one was thin on the palms and bottoms on his feet so his ability to cling to objects wasn't hindered.

He one found out the hard way too much material and it tended interfere sometimes he would actually start to slip or slide down a surface. At the moment he and the other X-Men were on a mission to help save some mutant prisoners being held in some type of secret facility.

They were going for a night rescue as they made a stealthy way inside. He, Kurt, and Rogue with Kitty to help her were taking out the guards as Scott, Jean and Spyke were taking out surveillance. Peter noticed two security guards walking under him and decided to get rid of them.

The two men dressed in dark blue security uniforms with flack vests and helmets with radios attached to the left chest and both carried sub-machine guns. They were just walking a patrol when the one in front heard a strange sound, something that sounded like a 'thwip' or something.

"Hey you hear that?" He asked the guy behind him but he didn't get an answer when he turned around the other guard was gone like he hadn't been there. "What the hell is-hrmff!" His mouth was suddenly covered in a sticky substance and was pulled into the air. He landed on the roof tied up and laying next to the other guard who was similarly incapacitated.

Peter looked down at the two of them, "Now you boys just sit tight while me and my friends go and do our thing."

Peter left the two steaming and struggling guards knowing it will be an hour before the webbing dissolved enough for them to get out. While he was on another rooftop he saw Kitty phase through a wall with Rogue who touched one of the guards taking him out quickly and silently as they pulled him through the wall. Peter smiled at that at least those two he didn't have to worry about.

Meanwhile Jean, Scott and Evan were working their way to the security room. Evan used his bone spikes to knock out the cameras as Jean crushed them or knocked out guards with her powers. They were outside the door to the security room as they needed to take this out fast in case someone set off an alarm and to also find where they were keeping the mutants.

Cyclops looked at the other two and counted down with his fingers then he spun and kicked in the door and crouched. He fired an optic blast at one man, Spyke pinned one to a wall and Jean slammed another against another wall. It was over in seconds but it took them a few minutes to gag and tie them up into a corner.

"Okay anyone see where the mutants are?" Scott asked looking at the monitors.

"Hey I think that's them there," Evan pointed to a view of a warehouse with rows of cages lined up with people inside of them.

Scott looked at the monitor and nodded he then looked at the controls to find out where this was on the facility, "Alright looks like this is on…The North side let's shut down the security here and get the others to form up on that position."

"On it," Jean nodded and closed her eyes and she placed her fingers on her temples. She sent out a message to the others and got a mental response from them all in turn. After they were done the three of them made their way through the area to the Northern part of the facility.

They were up against one of the walls when Scott looked to Jean, "You know where the others are?"

Suddenly there was a 'bamf' and in his usual entrance Kurt appeared, "Hey did I mish anyzhing?"

"No, right on time Kurt," Evan smiled soon after Kitty and Rogue showed up and last to arrive was Peter who landed next to them. "What kept you dude?" Evan asked him when he got there with the rest of them.

"Sorry had to tie up a few 'friends' on the way here, a couple of them were about to walk right to this place I figured I'd head them off and say hi to them," Peter said smirking under his mask. He had to admit it felt good to be back in action again. He hadn't realized how much he actually missed this stuff.

"Good work, we got the security down and now," Scott said as he found a side door to the place. "Kitty, sneak a peak and see if there's an independent alarm on this door and open it up for us."

Shadowcat nodded, "Like sure thing," She jumped through the wall. It was kind of dark inside and a bit creepy. She didn't see anyone around so that was good, sure those hand to hand lessons from Logan were good but if she didn't have to fight by herself then that was good for her. Kitty made her way to the door on her right. There did seem to be an alarm hooked into it so she just phased her hand through it frying it.

She smiled as she unlocked the door and pushed it open. "Good work Shadowcat," Cyclops told her as they walked into. They followed the corridors to the cent of the building and came out into a very large and open area. They quietly moved into the center of the open place it was dark but they could see people in the cages.

They were about to start opening them and then to get the mutants out of here when Peter suddenly tensed up as his spider-sense started going off. "Crap! Guys we got trouble coming!"

Everyone looked around trying to see anything wrong, "Where is it man?" Evan asked spikes growing out of his body ready for a fight.

"All around us!" Then just after Peter said that the lights kicked in and guards started to run in from several doors from both this level and from overhead onto a catwalk. All of them were in dark armor and carried weapons all pointed at the mutants. They were all surrounded and had pointed weapons at them all.

"Oh man we blew it," Kurt said in a depressed voice. Suddenly a klaxon sounded and the world around them shifted as the holograms of the Danger Room turned off leaving them all in the large metallic training room.

Scott looked up to the control room, "Logan how did they know? I thought we took care of everything?"

Logan's voice came over from PA system, "Ya forgot to check for a redundant system, they had a second control room that you missed," Scott and the others mentally kicked themselves for that one, "As for the others Spider, Half-pint and Stripes you all took out too many guards."

"Too many?" Rogue asked him putting her hands on her hips, "What do ya mean by that?"

"Too many guards didn't check in so they upgraded their security percussions went up including more heavily armed guards in key areas."

"Oh," The goth said mainly to herself.

"Okay hit the showers," Logan told them as he watched them move off. Also in the room were Lance and Wanda. Given their age Xavier thought that after some training they could going the X-Men but Logan wanted them to know what exactly the X-Men could be called to do as well. "So you two got any questions?"

"Man I didn't know you could do that," Lance said scratching his head, "I mean when I tried to join up I only did this thing once but nothing like that."

"That's cause you got the regular stuff this is the more advanced training that eventually you all will go through," Logan said crossing his arms. He had been putting up with Lance's distaste for being on the New Mutants long enough so he figured that if he saw what the X-Men could be called upon to do then maybe he'd realize just how serious the training was. So far it looked like it was starting to sink in, Wanda on the other hand didn't seem to care much. She didn't really complain but she was even more withdrawn then Rogue had been when she first showed up.

At least Tabitha was getting her to try and enjoy things. Thinking of Tabitha brought the one thing he had to admit about Lance. He did the right thing in getting her out of there. Hank told him that she had a few bruises and even a couple of what might be slight electrical burns on her arm. Logan was man that had done a lot of things in his life not all of them good but there were lines even he wouldn't cross. If he ever met that Max Dillion kid he'd really show him what pain was.

-Later-

Peter was getting out of the shower room and into the change room. He was glad that there was a locker room much like you'd expect at a high school or something near the Danger Room. After those training sessions some of them could get kind of ripe after it. Sure the uniforms seemed to offer nice protection but unlike his other uniform the material of the X-Men ones seemed to keep in all the sweat. Given that he wore a full body one didn't help matters for him either.

While he was getting dressed he saw Scott put on his watch and then take off his visor then he rubbed his eyes, "Any problems with that?" Peter asked the older boy.

"No not really thankfully it hasn't had any glitches so far," Scott looked down at it, although it was a bit odd at times. He still had to wear the visor while going into battle like how Rogue and Jamie took their nullifiers off for that. But for Scott he found it a bit odd going from full color sight to just red, going back and forth sometimes when he turned off his powers the world seemed a bit bright for a few seconds. Hank told him it was normal and it shouldn't get any worse.

Peter nodded, "Yeah well it's simpler design then the holowatch, see Kurt there?" He pointed as Kurt was putting on his clothing, "The hologram has to constantly shift and adjust to whatever he does all the time. Sometimes it just kind of overloads that's why his watch tends to have glitch now and then."

Scott nodded his head seeing where this was going, "And the nullifiers just have to do one task and that's it."

"Exactly, they got the easier job although Forge and I made sure to put in a safety features and a backup just in case. Since the nullifiers take up little less room we were able to fit it in."

"You it's too bad that you're spider-sense didn't go off sooner," Evan spoke up putting on a shirt, "What's up with that? I thought that thing always warns you of danger just in time?"

"Usually it does but then again Evan we weren't in 'danger' until they became hostile towards us. Plus there is a range to it I can't sense something like say an object falling on top of me until it gets close enough to be a threat to me." Although he actually had no idea what the full range was of his spider-sense. It gave him an idea that maybe sometime they could try and test that out.

After a little more time Peter and the rest of them headed out feeling a bit better after cleaned up. Peter couldn't help but smile as he saw Scott and Jean walk off together he had to admit they had become very close lately. Then he saw Rogue walking with Kitty talking about something it seemed. He noticed that she had washed up and didn't have any makeup on for once. Peter looked and had to admit she looked pretty even without it all.

"Ah'm tellin' ya Kitty ah'm not goin' ta do it." She sighed and crossed her arms.

"Oh come on, like why not?" She had been trying to get Rogue to agree to go out on a double date with her and Lance given that she wanted Lance to try and warm up to the others more. Although at least he was good friends with Wanda and Tabitha but other then that he hadn't been opening up to the others more. That and he and Scott kept on butting heads. She honestly didn't know what was wrong with boys at times.

Rogue just rolled her eyes, she wasn't comfortable with the idea of a double date in public just jet and besides if she wanted to go out with Peter she wanted it to be just the two of them, it was hard just finding time to be alone with yourself let alone with someone else in this mansion. She noticed Peter there and he was looking at her strangely.

When she got close enough she arched an eyebrow at him, "What?"

"Huh? Oh sorry it's just that…I've never really seen you without your makeup…you look…really nice."

She blushed a bit at that but stopped at Kitty's giggles. She turned her attention to Peter, "Are ya sayin' ah'm not good lookin' with it all one?"

Peter knew trouble when he stepped into it, "What? No you look good with it too, I mean you always look great this is just…uh…different ya know?"

Rogue smirked evilly at him, "So do ya think that I look better with or without tha makeup?"

"Uh, well you see…" Peter was trying to think fast in how to tell her he liked both but for different reasons. He was also prying for a miracle.

Kurt had been watching the scene and though funny he figured he should get him out of there so he teleported right next to Peter, "Hey man you promised to help me vith my homework remember?"

Peter didn't at first and wondered if he forgot but then noticed the look Kurt was giving him, "Oh right, yeah sorry ladies we got to run." Peter quickly grabbed his arm and they disappeared in smoke.

Rogue had a smile on her face from all of that. She had to admit that Peter looked kind of cute when he was desperately trying to save his own skin. "You were so messing with him weren't you?" Kitty smiled at Rogue's face. The goth just shrugged and Kitty had to laugh, "Rogue that was just so evil, but it was funny. When did you start to get so devious?"

Rogue just shrugged, "Ah think it's best to keep boys on their toes now and then."

"Oh I so totally agree," Kitty laughed again as the two walked on down the halls together, "Well if you won't do it maybe I can like get one of the others or something. But I think I'll skip Jean and Scott last thing I need are those two going at it all night." She sighed to herself. That would be a disaster of a date if that happened and she'd know Jean wouldn't like having it ruined either. Rogue had to admit to herself that would be a disastrous date.

Elsewhere Kurt had teleported Peter to his room and he was never so thankful to have a friend that could teleport before, "Thanks man I owe you one for that."

His blue furred friend smiled back at him and waved it off, "Hey it's nozhing, besides vhat are friends for. But I may call you on zhat favor one day."

Peter smiled at him, "Hey sure thing."

"Good, vell I should get going I actually do got some homevork zhat I need to do," With that Kurt teleported out of there. Peter waved his hand in his face with the smoke, he really wished Kurt would give a signal or at least move a foot away that brimstone smell really was nasty at times. You did get used to it but even at times if you took too deep a breath when he did that you coughed that stuff out of your lungs fast.

But he figured he would wait it out until either Rogue forgot her question or she didn't care. Or at least until he thought of a way to answer her so that she liked it no matter what his shoulders sagged and he let out a large sigh, 'Why do girls have to be so complicated?'

'Oh well there's one more thing I need to get ready for tonight,' He went to his dresser drawer and opened the bottom one. Sitting there was all his Spider-Man gear his costume and a spare was in one side and his equipment was in the other side. 'Guess I put this off long enough.'

He picked out the top costume and set it aside for later that night as well as the web shooters and equipment belt. First through he'd do some homework and then eat dinner. A little relaxing and he also promised Spyder to help her to try and gain better control of her webs. After that he'd change and go out as Spider-Man for the first time since that costume thing.

He had to admit a part of him wanted to put it on again and he knew he had to do this to get back on the horse as it were. He wondered exactly what was going on out there now that he hadn't been doing his hero thing? He had heard of that Prowler guy lately and ever since he came out there were more rumors of others in New York as well. One was some kind of devil or something, there were a pair one a man in a cloak with a beautiful woman, then there was some guy all dressed in white with a cape and cowl.

If he didn't know any better he swore it was like the entire world was going nuts. But then again given his life maybe he was just seeing the world differently, and when he came out showing his powers by saving that girl in a burning building maybe other people just started to take notice of stories like that. For all he knew they had been at this longer then him and he had just been a catalyst for something.

'Man who knew one little even can change everything?' Peter wondered to himself scratching his head but he didn't regret that action and he'd do it in a heart beat again, that little kid was alive today and that's all that really mattered. Not what could come of it, he could deal with that as it came but he had forgotten why he became Spider-Man.

It was to protect people, to protect them from those that would harm them and so they wouldn't have to go through the pain he and his aunt were going through with the death of Ben Parker, the man who had raised him and who he tried to model himself after. No it was time to put aside his personal problems for the time being and focus on his duty to the innocent people of this world to fight evil and protect people from it, to use his powers to help others. Because like his Uncle had said, with great power comes great responsibility.

Well it was time to take responsibility again and put on the mask once more.


NEXT UP CHAPTER 5: EVIL ON THE RISE

Bonus points who can guess the four people that are in New York that I hinted at. I may or may not use them I'm still thinking on that. Plus PLEASE will you R&R the story of a friend of mine? I asked you all to give "Knight's Calling"by band20 a chance and not ONE person did. So why not? It's a good fic. Please as a favor to me give it a chance, it's in the Evolution section.