A/N

I'm very sorry for the extremely long wait.

I hate all of you (sarcastic). I ask for advice on the relationships and I got equal votes for Ororo Munroe, Emma Frost and Felicia Hardy, as well as an equal number requesting for it to stay Peter/Jean. Y'all are useless, and I won't be able to perfectly please everyone, but I'll try to do what I can. Also remember this is my first fanfiction ever, I don't have a clue what I'm doing 😉. I think a harem would detract and distract so likely I'm sticking with Peter x Jean. I might add one more in the future but two (including Jean) is the max most likely. 3 if it's heavily requested but I'm good with my own 1 regular girlfriend IRL so having my S.I handling 3 superheroine girlfriends, even if it's not a true S.I is probably not super reasonable. Sorry to those disappointed. Also, I know its been a while, my life has been kind of a cluster fuck. Don't expect regular updates but I'll do what I can.

At occasions in this story it might flip to 3rd person to better provide a perspective on a situation. The SI will not know everything that the narrator says.

Also, to everyone who commented – love ya. Some people commented recently and that really pushed me to get back to this.

Anyone who's afraid that OC's will play a big role, don't worry. Minor characters here and there, but they will never become much of a big thing.

One last thing. I have another idea I want to get to, so I will be speeding this beyond what I planned. Probably will be a better read that way anyways. I'll try not to hurry anything but what can you do. Shrug.

Also, the timeline will not be perfect. I'm going to stretch some gaps between events and may shorten others. I'll make sure that it's clear what I'm doing though.

Chapter 4: A Superhero

"Payne!" Ross's voice barked in his ear

"Yes sir" Payne responded with a smile of pride on his face from his actions.

"Why are IX-2's vitals plummeting?!"

"I stabbed him" Payne said gleefully.

"Is he going to survive!?" Ross asked furiously.

"Even his Spider-healing can't fix this," declared Payne with excitement.

"You idiot! I brought you in to figure out how to make more, not to kill my inmates, now heal him!"

"There's nothing I can do sir" Payne said sardonically.

"There's one option. You KNOW that his healing could fix it. Get him in there and do a transfusion! NOW!" Ross screamed.

Payne just grumbled as he and the two guards dragged me to the medical warred, pinned me to a table and disabled the healing inhibitors on the collar before going retrieve a fellow inmate. IX-1. Payne and his men walked down to Cell Block D where IX-1 was being incarcerated. As they approached the cell block they heard a voice singing out a song.

"Love is in bloom, a beautiful bride, a handsome groom, Two hearts becoming –"

The song was cutoff by Payne yelling at him to shut up. Prisoner IX-1 was a mutate with an incredible healing factor, that somehow wouldn't fix his severely scarred face.

Wade Wilson just looked up at Payne. "Did you just interrupt my favorite song from My Little Pony?"

"IX-1, I am not in the mood for your games," Payne barked.

"Wait!" Wade exclaimed. "You're not a brony!" he said to Payne, accusatorily. "Wow could you do this to me? You hardly visit anymore and now you act like you aren't a brony"

Wade wiped a tear from his eye.

"Shut it IX-1, you're coming with us" Payne commanded, obviously not in the mood for Wade's antics. Then again, I've never seen anyone who was, except maybe Vanessa. The issue was, Wade didn't deter easily, and if you tried to punish him for it he would find It funnier.

"Ooh are you going to try to unalive me again?" Wade giggled like an idiot.

Payne and the guards simultaneously groaned before dragging Wade out of his cell and to the medical ward where they proceeded to bind him to a table and draw blood out with a syringe. Payne rushed over to where I was and slammed the needle into my arm before injecting me with vials of Wade's blood. I can only hope that Wade's insanity isn't somehow part of his blood. I'm not sure if the world would survive 2 Deadpools. I'm not sure it can even handle just the one. I shuddered thinking of Deadpool kills the Marvel Universe.

"Ross, we injected IX-2 with IX-1's blood."

"Has he begun to recover yet? We need to figure out how IX-2 was made, and if you couldn't tell, that might be difficult when he's DEAD!" Ross snarled at Payne over the comms.

"Ross, you whiny animal, it might take a few minutes for the effects to kick in. We'll monitor him. Piss off asshole." Payne shot back. He thought he had done good work and hated that Ross tried to demean it. Payne was what one may call deluded.

Payne and his assistants continued to monitor vitals as Peter continued to lay bleeding out on the operating table, before taking a sample of his blood to see if Wade's blood had affected it.

In their haste to revive me, they had made a crucial error. Wade, while not necessarily a mutant, had powers from his X-gene, activated by exorbitant amounts of Mutant Growth Hormones (MGH). That means that rather than being affected by his healing factor, I instead was pumped chock full of MGH.

When Payne realized that nothing was happening, he turned only to be met with the sight of a gun's barrel leveled in between his eyes. His eyes traveled down the length of the arm and into the face of his threat.

Who else but the venerable Thaddeus Ross?

"Get IX-2 to the morgue," Ross gritted out, his anger palpable.

The assistants covered my body with a tarp and, on a stretcher, carried me down to the morgue.

One interesting, though not surprising, aspect of the prison, was the use of an incinerator to dispose of bodies. After all, it was the most effective way to eliminate any evidence of wrongdoing in the case of an exposé. As Peter's seemingly dead body entered the morgue, a jolt of energy passed through it.

Ross, after threatening to kill Payne, had returned to his secure room to monitor the situation over the cameras.

He was met with an image of Deadpool holding Payne's decapitated head to the camera.

*Flashback*

After Ross left, Payne went over to Wade to try to conduct more tests.

Normally, Wade wouldn't really care or do anything.

But these times were not normal.

"Did you hurt my Spidey?! Did you kill my Spidey?!"

Wade's scarred face flashed with a rarely-seen-before anger, as one of his very favorite people on the planet was dead. Wade broke out of his restraints and immediately threw a punch at Payne.

Payne, already an incompetent fighter, coupled with the surprise of someone breaking through the cuffs, was out like a light. Wade grabbed the nearest knife.

Showtime.

He cut off Payne's head and held it up to Ross's camera, along with the universal sign of peace. The middle finger.

*Flashback end*

The heat of the incinerator flared. Waves of the inferno washed over me as I awoke, under the tarpaulin. The levels of heat continued to increase. The sizzles got louder and louder. As I felt my hair begin to be singed, another surge of energy gave me the strength to move again.

Despite the weakened condition, the notable absence of restraints allowed me to break free. I climbed up out of the stretcher and was met with the sight of the two assistants in front of me. A brief glance backwards allowed me to see just how close I was to being burned alive. That would not have been a fun experience. I've heard that being burned alive is the most painful way to die, though I doubt any dead people were able to record and compare that, so I'm not sure if it's true.

As my mind continued to run over pointless things, I was forcefully drawn back into reality as the assistants tried to attack. Despite my weakened state and lack of combat knowledge, I still had the previous combat training of one Peter Parker, which allowed me to fight back. The first assistant threw a slow, telegraphed right hook. Stepping to the side, I allowed it to go past me, grabbed it, and pulled it. As the first assistant was destabilized, I hit him with a knee into the bottom of his chin, knocking him out. The entire process took 3 seconds. The next assistant saw it and ran. I could have chased after him, but I felt I had more important things to do.

I started running down the hall – or at least I tried to. Now that the adrenaline of battle was gone and I had full freedom of movement, I realized just how screwed up I was. I didn't have access to my powers, had been tortured relentlessly, and had become deconditioned due to my stagnancy. My knees were shaking, and I started staggering back to the 'operation room' area. The tools there may allow me to break free of my restraints.

After aimlessly wandering like a headless chicken, I finally found my way to the operation rooms and was met with a surprising sight. I saw Payne's dead body lying in front of me.

Deciding that having access to the Spidey powers was more important than figuring this out, I grabbed a nearby knife. Using the blade, I was able to pry open a control panel. I pulled out all the wires, which released the first of the power dampeners. Repeating the process, I took off every single one. I felt the vitality slowly seep back into me. It was a magical feeling, as if I was being infused with energy down to my very bones.

I could heal the wounds almost being mended. I felt faster and stronger than I ever had before. Looking down at Payne's body, I came to the realization that this needed to be solved quickly. The only issue was, I had nowhere to start.

I walked around, trying to see if there were any clues that could lead me to anything. I eventually came upon a streak of blood, and followed it, and a line of guard bodies, to a sight I never thought I would see. There was a man in a very recognizable red and black suit hitting a door and screaming for 'his Spidey.'

Deciding that I would be better off remaining at distance from the Merc with a Mouth, I called out his name.

"Deadpool?"

The reaction was instant. Wade bounded over to me like a dog whose owner just got home and scooped me up in a massive hug. I swear, I thought I heard a few ribs shatter.

"Spidey! Spidey! You're okay!" Wade shouted with glee.

I could barely wheeze out a statement.

"Not if you keep hugging me, I won't be."

Wade dropped me and started checking me over like a mother-hen.

Once he was done, he gave me a few commands, that I felt inclined to listen to.

"Spidey, get whatever you need and get out, because I'm going to have some fun here."

He added on a grin at the end. It wasn't so much a sadistic grin, so much as one of pure joy, which may be more disturbing, considering the circumstances.

Making a quick mental review, I tried remembering if there was anything I needed to grab.

Jean.

How could I have not remembered that? She had been my talking partner for what seems like months and in this fervor, I had forgotten about her. I backtracked to the operation room, and then to the prison cell.

"Peter? How are you outside your cell?" Jean exclaimed.

"Move now. Explain later." I panted out before unlocking her cell.

"I'm going to take off your power dampeners" I calmly explained to her, or as calmly as I could given the situation.

I removed the power dampeners with the knife in the same way, and once I had finished, I was sent flying, feeling like I had been hit by a wall-force.

Jean rushed over to me.

"Oh my god Peter, are you okay? I'm sorry, I'm sorry, the power must've built up under the dampeners, I lost control, I'm so sorry." Jean babbled in hysterics.

"Red, calm down, I'm all right." I said, raising a hand placatingly. That I followed this up with a groan of pain as I stood up did not inspire confidence in her in the slightest.

She looked me over with an appraising eye, and though she did not comment, I knew she didn't believe me in the slightest.

"Let's just get out of here." She stated.

Aboard the SHIELD Helicarrier

"Where. Is. Spider-man?" Nick Fury questioned Hill, and the agents around him. Fury didn't like the feeling of not knowing where everything was.

They all simply shrugged. How would they know?

In the Icebox

Though we had no clue where exactly we were or how to get out, the prison wasn't massive by any stretch. We started running through some white, brightly lit corridors, and stumbled upon a group of armed guards. Before they could see us, we ducked around a corner.

"There was a door behind them."

I groaned in realization of what that meant. There's a very good chance that it was the exit.

Rather than go straight into fighting them without knowing, I asked Jean to check the guards' minds to see if it was the exit. She hesitated.

"I don't know if I can do that Peter. I don't know how to use my powers."

I looked her in the eyes, and without an ounce of doubt in my voice, I told her that I believed in her.

She started concentrating and tried to do it.

"Damn it. It didn't work."

I smiled at her reassuringly.

"It's ok Red. I believe in you."

That extra motivation seemed to help her, as she concentrated again. It took over a minute, but she managed to rip into the minds of the guards.

She looked at me with a grim smile.

"That's the exit."

"Because why couldn't anything in this godforsaken place be easy?" I groaned into my hands.

Normally Spider-man would not have to worry about this sort of thing. A few armed guards wouldn't be too tough.

But this isn't normal Spider-man. This is the tortured, beaten up, mess of Spider-man who doesn't have any equipment, doesn't have a comprehensive knowledge of his powers, and relies on instincts of the body for fighting. While I had the original Peter's memories, knowing the theory, and knowing how to do something in practice, are far, far different.

That being said, I had no other plans, so I went straight in. It may not have been the best plan in the world, but it was the only goddamned one I had, and I wasn't trying to sit here for an hour thinking about it while DP blows us to kingdom come.

I told Jean to wait here. She had very little control over her powers, and had no physical buffs, and no

*3rd Person

Checking quickly, Peter saw there were 5 guards, standing in a circle conversing, decked to the teeth with full tactical gear and rifles. Not good. They weren't paying much attention, however, and seemed more invested in their conversation than anything. Good.

They were about 3 meters down the hallway, close enough that he could get to at least 1 guard before they react. Moving quickly, to prevent anything new from coming into play, Peter turned the corner and sprinted at the group.

"Watch out!"

The one who saw Peter called out and pointed at him. The guards all turned to face him, but he reached the nearest one before he was able to fully turn around.

Barreling into him at full force, Peter knocked the guard into two others, sending all of them tumbling to the floor in a crumpled heap.

*1st Person

I didn't know how to fight, but Peter did, and my body leapt into it, as if it were on autopilot. Because I wasn't truly in control though, I was still a worse fighter than the original Peter, and when you combine that with my lack of gear (such as web shooters), and my weakened state, the fight was not nearly as easy as Spider-man coming across 5 thugs while on patrol.

I almost felt like my body was trying to control itself and I was slowing it down.

After the 3 had gone down into a pile, I launched myself into the air and stuck onto the ceiling, before immediately dropping down onto one of the standing guards. I positioned myself so that my feet would land on his shoulder blades. The whole thing took under a second, and the unexpected force caused the guard underneath me to drop. I considering picking up his gun, but considering I wasn't fluent in its usage, I decided against it. The remaining upright guard launched himself at me. Feeling an odd tingle in the back of my neck, and reverberating through my whole body, I instinctively knew that he was going to lower himself down and try to tackle me by the legs.

To prevent the takedown, moments before he arrived, I dropped flat on my back, and as he passed over me, surprised at not hitting anything, I kicked my legs up, hard, and sent him flying into the wall.

Unfortunately, though I had knocked him out, I was not so lucky with rest, and my hits on them had only mildly injured and temporarily staggered them.

"1 down, 4 to go," I proclaimed with supreme confidence, that definitely was not false bravado.

"We will squash you like the bug you are," one of the guards stated, with that same, god fucking damned, sadistic smile. If I never saw that smile again, I would still have seen it for way too long.

"Spiders are arachnids, not bugs," I declared, to the annoyance of the guards.

I felt a sudden tingle and felt the need to duck. As soon as I did, a fist flew over where I just was. While we were speaking and I was making jokes, one of them had snuck up on me. I cursed my own lack of awareness.

I quickly retaliated, throwing a quick jab into his nose, temporarily blinding him due to the tears that sprouted in his eyes. I grabbed him, and drove my knee upwards into his groin, which dropped him like a sack of potatoes. I grimaced in sympathy, because evil thug or not, getting hit in the nuts is really, really painful. The remaining 3 guards had not sat idly by while I dealt with their comrade, and they were soon upon me, letting it devolve into an all-out brawl.

One of the guards was wielding a shock baton, and it made me realize that they were trying to incapacitate, not kill me. It also explained why they weren't using their guns.

Once again, my body took over, and I simply tried not to be a hindrance. I tried to jump back onto the ceiling to drop on top of one again, but my knees gave out, still being weakened from the torture. If there was one thing Peter Parker was known for however, it was resilience, and I had not suffered through all that torture, to simply be captured by these guards, these goons, these bastards.

Despite my knee giving out and getting hit the shock baton, I was able to stand again, and continue fighting. My spider-sense was like my alarm for waking up, it simply would not turn off, and just kept on going. Given that the spider-sense was the thing keeping me alive though, I gave it a pass. I felt like a cross-between an acrobat, ballerina, and contortionist, as my body kept bending in awkward ways to avoid getting hit by the 3 buffoons.

I founded a brief window, when one guard had punched another in an attempt to hit me, and started grappling with the man who had the shock baton and was able to shove the electrified end into the man's own body. He was covered in armor, so it didn't knock him out, but it fazed him, allowing me to grab the baton from him. I backed away from the fight to reduce, reuse, and recycle. Uhhhh, that's not right. Oh, that's right, it's to, readjust, recuperate, and reevaluate.

I was barely able to stand and was panting from the exhaustion. Down the hall, the 3 guards faced me, however they too were looking much worse for the wear.

Around the corner from me, Jean looked distraught, that she was simply standing there while I was getting in this massive fight and coming out of it like I had walked through the circles of hell with Dante and Virgil.

I was giving as good as I got though. Despite the fight having only lasted 3 to 4 minutes total, I was exhausted and beaten. Until you are actually in a fight, you don't realize how quickly you tire, and more importantly, how quickly they are won and lost. Many fights don't last beyond the initial confrontation and first strikes. Long drawn-out fights, especially when there are no rules, don't happen as much. This is of course talking about hand to hand, once you start throwing in Iron Man suits and magic things start to get a bit harder to predict.

I wanted to run back in, but I was exhausted, and I didn't want to let them have a defensive position on me. That being said, I didn't want them to approach with good offensive positioning either. A simple 3-man arrowhead would be hard to defeat, especially if they encircled me.

I was given an advantage though, when I realized that these guys are hot-headed idiots. I simply put out my hand and beckoned them with a 'come hither' motion.

"Come here, or are you afraid that you idiots are going to lose to 1 little kid?" I mockingly called out.

The central one called out a reply "We don't listen to you, bug."

"No but his mom did last night in bed," I called out, pointing to the numbskull on the right.

The idiot charged at me with a growl.

"Johnson! You idiot!" The central one groaned in frustration, as he and the remaining guard ran to try to catch up to the now named Johnson.

They didn't succeed, and Johnson reached first. He made the same mistake that one of the earlier guards made, of trying to tackle and grapple me. I simply side stepped and used the baton on the back of his neck, which was exposed, knocking him unconscious.

The guard on the left looked extremely pissed.

"You hurt my brother!"

"Does that make you a Johnson as well? Can I buy baby products from you Johnson & Johnson?"

Was it a terrible joke? Yes. Did it have the intended effect? Maybe. Did it make me feel cooler saying it? Kinda, and that's what life's about. Or so I keep telling myself.

He paused for a second and made a confused grunting noise.

He and the other guard reached me in the next second. I stepped forward and jabbed the one on the right in the stomach, before spinning around him, putting myself behind the two. Continuing my attack on the original guard, I kicked the back of his knee, knocking him to the ground, finishing him off with the baton.

The other guard reacted as I knocked him out. I was grabbed and shoved above against the wall. He held me up and punched me. And punched me. And punched me. I was kicking, trying to escape, but at this point, I was barely conscious. And on the last damned guard. He kept taunting me with my near escape. That was when I heard the voice of my savior, my guardian angel, for at least the next few seconds. The brief respite was needed, and I took advantage of it to catch my breath.

Jean was standing there, pointing the gun of a fallen guard at the one holding me up.

"Leave him alone," she stated in a surprisingly menacing voice.

He dropped me to charge at Jean, which proved to be his mistake.

In my weakened state, there wasn't much I could do, but sometimes all it takes is grabbing onto someone's legs, tripping them, and having them fall headfirst into the electric baton that lay on a ground.

Sometimes a little luck is all that's needed.

If it made the scene feel like a Tom and Jerry cartoon, then so be it.

"Thanks Red, you saved my ass."

"No problem, that's what friends do right? And it's not like you much of an ass to save anyways," she stated with a chuckle.

"I resent that. My ass is phenomenal."

"Whatever you think Petey."

"Ok Red," I huffed in annoyance, throwing a mock glare in Jean's direction.

The brief bit of humor distracted us from the ordeal we had just gone through, and knowing what I did about this world, we both would be going through a lot more.

Suddenly, the earth started shaking between us. The building quaked, and the foundations felt as if they were starting to crumble.

"Shit! Deadpool's blowing this place up!" I cursed.

"What? Who's Deadpool? What's happening Peter?" Jean exclaimed.

"Run now. Explain later."

We made a run for the door when suddenly the floor in front of us collapsed, leaving a massive pit in front of us.

"I'm going to pick you up Red."

"Don't even think about trying something Parker" Jean cautioned me, raising an eyebrow.

"Why I am a perfect gentleman milady and would never deign to mistreat such a lady as yourself," I stated, with a large bow, and the sweep of my arm before scooping Jean into my arms and running across the wall that was above the gap in the floor.

When I picked her up, Jean let out a shriek in surprise, and when she landed, she was not amused. She slapped me. I'm here trying to escape from a prison and help my fellow prisoner and here I am being abused. Granted it's by a sexy redhead but still.

"You think I'm sexy?" Jean said with a faint tint on her face.

Oh, shit. Did I say that out loud?

"Yes, you did."

"Crap I said that out loud too?"

Jean just chuckled at my misfortune and stupidity.

We walked to the door that was immediately in front of us.

"Well. This is it. We are about to escape. We stand on the cusp of the – "

"Peter, Spider-man or not, I will beat you up if you try to give a poignant speech while we are inside of an exploding building."

I smiled sheepishly.

I opened the door.

We were met with a blast of icy cold air as we opened a door that led out into some mountainous snow-covered area.

We were hesitant to enter the extreme cold, but the noise of explosions behind us spurred us forwards.

Grabbing her hand, I dragged her forwards as we put a few hundred meters between us and the Ice Box.

Suddenly, the area we came out of exploded in a blaze of orange-yellow flame.

Jean and I turned around to witness the explosions.

"It's gone," she whispered.

Looking her in the eyes, brown meeting emerald, I felt something pulling me to Jean, some indescribable, subconscious feeling to bring her closer. Far be me from one to deny that feeling. I gently pulled her in.

"It's gone," she repeated.

"We're free," I whispered back, our faces only inches apart.

Jean surged forwards and planted her lips on mine. I returned the gentle, tender kiss.

Kissing the beautiful woman, with a bunch of explosions happening in the background? Damn I felt like a badass. Like a superhero.

A.N

I am going to have Peter gaining some powers (not going to say how) and I was wondering if anyone had any good recommendations, that don't seem to be too much of a rip off? Obviously, there's a lot of ways I'm going to have powers and whatnot be added, but essentially if you could have me give any power, one that already exists or doesn't, what would your recommendation be? Preferably something versatile.