"Here we go Spidey" The dark suited figure tells himself as he rings the bell of the mansion.

There were several reasons he hitched a ride on a passing truck and made it all the way here to the Jean Grey School. Least of which, a favor for a friend.

-Flashback Earlier-

"A favor? Sure Matt, what ya need?" Peter stands with his arms folded, and a questioning tilt to his eyebrow.

Matt paces the roof they stood on, of the apartment building they shared. Peter's never seen the attorney act like this before. Standing straight and clearing his mouth with a cough, Matt begins his explanation.

"Elektra asked me to do something. Something I never would have expected from her." He scratches his chin and contemplates the best way to ask. "We trust you Pete. ELEKTRA trusts you, which says a lot. We'd essentially be putting our future in your hands."

Peter's eyes widen at the seriousness of the statement and focuses more on the older man in front if him.

"Elektra and myself, we're not normal." Matt pauses for the expected quip, but not hearing it he continues. "The things we've been through, have made us different from normal people. And we're not sure if those things are genetic or not."

Surprisingly, Peter puts 2 and 2 together to get 4 this time. "You and Elektra", Peter pauses, a bit squicked out, "and your genes?"

"Yes", Matt coughs a bit, this time from slight embarrassment. "We are wondering if our particular quirks could be passed down to any, eh, 'descendents' we might possibly have together."

"Descendents? You mean 'kids' right? You and El?" Peter rambles, trying to wrap his head around this new information. "You want me to find out...?"

"If a theoretical child would have any genetic problems or additions." The lawyer hammers his request out for the other man.

Peter's head spins a bit. Memories fly through his brain. Talks of children with the redhead love of his life. Concerns about his strange biology. His visit with a blue furred genius and the talk that took place.

"Wow Matt, this is heavy."

Matt cracks a small grin, and reaches into his pocket. "I know Peter. But there's no one we'd rather ask than you."

He takes the contents and holds them out for Peter to take. The brunette takes them and examines what he has. Two slides with what looked like blood samples on them.

Peter looks at his friend suspiciously. "How'd you get this?"

"I have my ways" Matt replies, looking far more relaxed than he was earlier. "Will you look into this for us?"

Again, Peter thought of his own experiences. "I think I might know a guy..."

-End Flashback-

Peter explained his plan to Matt and got the go ahead to proceed. He didn't have the equipment for the kind of work Matt and Elektra wanted, but he knew who did. Hank McCoy, the X-Man known as Beast.

"Who may I ask is visiting?" An accented feminine voice comes from an intercom mounted to the wall to the right of the door.

"Um, it's Spider-Man. I came to talk to McCoy." He awkwardly tells the voice.

He hears what he thinks is an annoyed sigh before the door opens. Standing in the doorway is the beautiful Ororo Munroe.

"Hey Storm", Spider-Man calls her by her codename. "What's shaking?"

The apathetic look on her face turns to annoyance. "Hank is in his lab. What business do you have with him?"

"Um" the confused hero begins. "I have some questions and need some help with something I'm working on."

"Take it elsewhere", a new voice from behind Storm calls. Rachel Summers joins the group to stare down the visitor. "Every time you're around, trouble follows."

"C'mon Rachel, help an old friend out." The web-head had expected some animosity, but not to this degree. He's teamed with just about every X-Man at some point or another. And he's annoyed pretty much all of them. Nightcrawler had seemed fine with him at the poker game, so this attitude threw him off.

"Old friend my $$", even the African weather goddess beside her seemed shocked at Rachel's words. "We're busy with mutant problems, we don't need some sleeper robot, mind swapped, Emma Frost plaything."

Wow. Amazing what rumors you hear.

"Plaything? What are you talking about?"

The two women stared at him in contempt. "We know what "therapy" with her is like." Ororo stated in disgust.

"Hard to believe she traded down from Scott to you though." Rachel added.

Bewildered, Spider-Man stood there for a moment trying to figure out what the two were hinting at.

"We don't need her taint in this place. Or you." Rachel pushed the arachnid away from the door with a telekinetic pulse and shut the door.

Spider-Man stumbled back and quickly regained his balance. He stared at the door trying to make sense of what happened. They thought him and Emma...?

-Flashback Earlier Again-

After Matt's odd request Emma arrived for her scheduled appointment. Sitting at the table in his room, it was going well until Peter talked about a certain blonde from college.

"Get out."

"I will not." Emma stood defiantly in her diamond form, daring the spider powered male to physically remove her.

"This is over. Thanks for the help, but now you can leave." Peter tries to dismiss her.

"No Peter", Emma crosses her arms and stares at him. "This is a rather large issue for you, and we should discuss it."

"Discuss what? You didn't even know her, what gives you the right to call her a... a..."

"Whore?" When the word left her mouth, Peter's hands clench into fists. "Well, that's how it sounds." She nonchalantly checks her diamond finger nails, waiting for his reply.

"Gwen made a few mistakes", Peter tries to calm himself down. He always gets worked up about her. "That doesn't give you the right to judge her."

"No, no one has that right, do they Peter?" A cruel smirk covers her glittering face. "You'll protect her good name. Not even Mary Jane could speak ill of her, right? Not even alive, and she has the biggest impact on your relationships. LIVING relationships I mean."

"That's not... MJ knew that... you're twisting it around."

"I don't think so Peter. I believe I have you figured out. You're genuinely a nice man, as rare as that is in this world. She was your second major love and-"

"First." Peter interrupted her. They talked about Betty. She wasn't a "love of his life", and she became more like a sister than anything. He wondered why Emma would mistake that.

"Who? Ah, yes", Emma replied looking slightly confused. She thought the Gwen tart was the second? "Anyways, 'first love' and all that. What happened to her was tragic. But it doesn't dismiss everything that she did."

"The children." Peter hadn't thought of them in awhile. He hoped they were getting the help they needed.

"Not just her children. Who was the father? A man twice as old as her boyfriend, the father of your friend." She narrows her eyes at him, "the Green Goblin."

"She didn't know! She wasn't involved in anything like that!"

"But she was dating you so, yes, she was involved. But that's not the point I'm trying to make." Sitting down on her usual chair, she relaxes a bit before continuing. "Why sleep with him at all?"

Peter paces his room. This was something he always questioned. His talks with MJ didn't enlighten him anymore than he'd already knew. He suspected, but was wary of the answer. "He seduced her." He finally bit out.

"Yes, but that was him. It takes two people for seduction to work. Why was she susceptible to his advances?"

Peter clenched his fists again. "Osborn is, was a lunatic. But he's also a genius. He could have made something to lower her inhibitions, something to-"

"Yes he could have", Emma smoothly interrupted. "But I don't think that's what happened."

"What?"

"Tell me Peter, were the two of you 'active'?"

"This talk is over."

"I'm sure she was at least."

"Get out."

"Did she ever try to talk you to bed?"

"Leave Frost."

"But I think you weren't ready for that kind of commitment, not with everything going on at that point."

"I said leave."

"And here walks in an older, rich gentleman who is looking for a good time."

"Stop."

"She must have been terribly frustrated, to bed a man with that awful haircut."

"ENOUGH!" Peter jumped from across the room to get into Emma's face, one hand effortlessly breaking the table beside her.

Emma looked neither startled or afraid. She coolly looks Peter in his furious eyes. "If she loved you as much as you loved her", she changes from her diamond mutation back into flesh, "she would have waited Peter."

The anger runs out of him, leaving confusion and a sense of dread.

It made sense. Gwen did want things more physical, but with college, Aunt May's health, Spider-Man, and work for the Bugle, he couldn't go through with it. He had struggled with trying to make a life for himself outside the costume, and he didn't want to just jump in bed with her, no matter how much he loved her. He wanted everything perfect before they made that next big jump in their relationship. When he decided to quit being Spider-Man and devote his life to her, that's when he would have romanced her socks off. But that's not what happened.

If only he knew then how relationships worked for him like he did now. But would that have changed anything?

He backs away from his therapist and watches her. She bends to pick up her purse from the ruined table on the floor, and stands to adjust her sensible skirt.

"I'm sorry Em, I-"

"It's quite alright Peter", she gives him a small, warm smile. "I knew you would not harm me."

She walks and opens the door, where Matt and Elektra are found standing just outside. "He's alright", Emma addressed them. "Just a touch upset at the moment."

She turns to her patient once more. "You are a good man Peter. You looked passed her faults and found a woman you fell fully in love with. But she's gone. Do not let some fairytale romance you concocted in your head color your relationships for the rest of your life." And she exits the room and leaves the apartment.

Peter slumps to his bed and mulls over the last hour of conversation. MJ had told him once or twice when they were together that she had felt he couldn't let go of Gwen. She felt like she was always competing with her in his mind.

Could he really not let her go?

-End Other Flashback-

Spider-Man shook his head. A little after the session with Emma, he came here to speak with Hank and do that favor for his roommates. It probably could have waited, but he felt the need to go out and clear his head.

Now he couldn't even get past the front door, because they thought he was shacking up with Emma?

The Web-Head let out a shaky breath, trying to calm himself. The afternoon had been pretty stressful so far. Maybe he could calmly talk to them and explain-

Spider-Sense.

The hero ceased all thought and focused on the familiar tingle. His danger sense had felt even more powerful lately, and he zeroed in on the problem. Something behind the door was triggering this reaction. He focused harder on the tingle, and discovered the source.

It felt like someone was running their finger over his scalp. He had fought and teamed up with enough psychics over the years to tell this was an attempt to scan his mind. "But", he thought grimly to himself, "thanks to Ock, I know how to shield myself from this now."

A fine carbonadium mesh was woven into his mask. Ock used a helmet of the stuff to prevent Peter from taking his body back the first time. It seemed to do the trick against psychic assaults too.

And that's what finally sent his anger over the edge. A casual scan over his private thoughts was too much.

No one would get into his head again.

Storm was watching her friend scrunch her face up in concentration.

"I can't read his mind", the redhead told her. "I can sense him just standing there, but I can't get in there to find out what he's doing."

The two were startled by the large front doors violently kicked in off their hinges. Through the opening, the black suit Spider-Man casually walks through. "Didn't Jean ever tell you, it's not nice to poke someone's brain without asking?"

The two veteran X-Men immediately went on the offensive against the perceived threat. Storm kicked up a small tornado and Rachel attempted to throw him out with telekinesis.

As soon as his Spider-Sense tingled, he was a blur of motion. He dived through the winds beginning to churn, and shrugged off the mental hold on his body. In the air, two shots of web gunk found their targets of the weather goddess' and of the woman from the future's eyes.

The racket caused attracted the other residents of the mansion, who wasted no time jumping into the fray.

Pure instinct tempered with over a decade of experience kicked in. The hero ducked, dodged, jumped, tumbled, and ricochet around fists, lasers, energy of unknown nature and the very elements themselves.

"Excuse me", Spider-Man said webbing what felt like the hundredth student to a wall. "I'll see myself in".

He didn't purposely harm anyone in his way. They were just kids trying to defend themselves from this unknown intruder into their home.

Spider-Sense.

"Been expecting this", the web-head said to himself. In front of him was an entire hallway of ice. Instead of slowing him down, the agile hero plowed straight through. Spider strength met polar defense and left frozen shards in its wake.

Ice-Man was at the end of the hallway, frozen arms crossed and a cracked smirk on his face. "Sorry webs, had to join in the fun".

Spider-Man ran by, tagging his old friend lightly in the shoulder before jumping onto a wall. Spider-Sense on high alert, he reaches to a hidden panel below him and presses a certain switch.

The wall next to where he was perched opened up into a hidden elevator. Crawling in, he had enough time to turn around and see several angry young mutants, and a bemused Ice-Man before the door shut.

Hoping onto the floor, he rode the elevator to the secret basement. "Every X-mansion has one" Spider-Man quipped to himself, trying to remember the directions he was told.

The elevator finally stopped and no sooner did he get out than the car shook and appeared to be pulled up by an invisible force. "Rachel's angry I guess." Spidey chuckled to himself and bolted down the shiny hallway. "Seriously, what's up with me and redheads?"

Right, left, left, and a right found him in front of one of those stylish X doors that they were so fond of. "I'll more than likely be found in my lab", he quoted from the conversation he had before he came to the mansion. Three quick taps were all that he could manage before he was telekineticly pushed against the opposite wall. A furious Rachel and Ororo approached him, trailed by a grinning Bobby Drake, out of his Ice-Man form.

Rachel stepped in front of him, pushing him with her mind hard enough to leave a slight depression in the wall. "Now, before I pop you like a bloated tick, you want to tell us what you were trying to do?"

Using as much strength as he could, Spider-Man raised his hand and pointed behind his captor.

Turning cautiously, Rachel was surprised to see Hank McCoy frowning directly at her.

"Rachel, why are you accosting my guest?" Hank asked, large blue arms placed on his hips. At the confused looks of Rachel and Ororo, Hank turned to a chuckling Bobby.

"Robert", Hank began, blue furred hand attempting to rub away an oncoming headache. "Didn't you notify anyone I was expecting company?"

Several pairs of angry eyes homed in on the amused man.

"Whoops?"