"Of all the irresponsible-"

"It's not that big a deal Hank, calm down."

"Calm down?" Hank directed his question to the younger redhead in front of him. "Rachel, do you not realize what it is you have done?"

Ororo standing beside Rachel pipes up in her defense. "We were defending our home Hank. Spider-Man DID break the door down."

One of Hank's blue eyebrows rose as he turned to face the supposed intruder.

"Hey, they forced me away without letting me explain myself, and then she gave me the old "we're totally in the right, Imma scan dude's mind" shtick." Spider-Man pointed out.

Hank sighed loudly and turned to the other man standing in the room. "And what is your excuse Bobby?"

"I thought it'd be funny if I didn't tell anyone you were expecting him to show up?" Bobby explained with a shrug of his shoulders.

Hank covered his face with one large blue hand and waved his longtime friend and ally away with the other.

Bobby left with a smirk on his face, having successfully shaken the status quo up a bit.

"Did you have to break the door down?" Hank asked, sliding his hand away from his face.

Spider-Man managed to look sheepish in his full body costume. "I MAY have overreacted a bit. It's been a long day, and a miserable year."

Hank nodded in sympathy. He did get the full story behind Spider-Man's body swap from Rogers awhile back, and early morning coffee with Kurt filled him in on everything happening recently.

"I know that's no excuse" Spider-Man continued, "but the accusations and breach of privacy kinda pushed me over the edge a bit."

"Indeed", Hank turned his attention to the others. "Spider-Man has been an ally of ours for many years. And if he needed to speak with me, I would have assumed you would have at the very least notified me about it, thus we would have avoided this conflict. I must say, I'm a bit disappointed in both of you."

Ororo managed to look both regal and guilty, like a princess being punished. Rachel on the other hand, did not take it as well.

"The hell Hank!? You're just going to take his side? You know he attacked several of the students right?"

Hank crossed his arms and glared at the younger woman. "Were any of them wounded severely, aside from their ego's? If this was some form of "evil Spider-Man", I can assure you, it could have ended much worse."

"What if he's an assassin, sent to kill you?" Rachel knew she was scraping the bottom of the accusation barrel, but she just did not trust him. Not with all the troubles mutant kind had been in lately, it was too convenient for him to just drop by, even if he did call ahead. "After everything we've heard about the guy lately, you're just going to open up our home to him?"

Whatever Hank's reply, Spider-Man beat him to it. "Of all the, look, if it's going to stop the arguing", removing his protective mask, he revealed the face of Peter Parker to the small group, "I'll give you PERMISSION to scan my mind."

Of the three staring in shock, Ororo spoke first. "Just like that? Why didn't you do that to begin with?"

Peter directed an irritated glare at her. "I don't know, maybe because no one asked? Because I've had my mind poked and prodded so much, I don't feel privacy in my own head? Because you guys are so paranoid sometimes, you play fast and loose with the telethapy? Take your pick sister."

Turning away from the weather witch, Peter faced Rachel with an angry smirk, "well? Fire up the synapse scan lady, I got things to do."

Rachel wasted no time, and began her look see before he finished his sentence. Angrily determined, and a bit embarrassed, she wanted to pry every secret he ever had out of his head.

From his earliest memories, she refused to feel sympathy for him. A geek with no parents living with his aunt and uncle, she fast forward until he became Spider-Man. Well, it proved it was him, but she figured she'd look around some more while she had the chance.

After she watched through the death of his girlfriend by his best friend's father, she felt like she may have made a mistake.

Rachel attempted to exit his mind, but found she couldn't as she watched Spider-Man fight a clone of himself.

Every attempt to leave, she got the feeling of a sad smile and a lesson she should learn.

Spider-Man. He was keeping her from leaving somehow. He was forcing her to live through his memories. She could almost feel her own heart breaking while a beautiful redhead that reminded her of Jean turned down his proposal.

She mentally sat there. Watching his success and failures. Battles he had barely survived. Horrors he continues to fight. Women who would come and go, leaving him more dejected than the last.

She learned horrible things, things that would be giving her nightmares for days. Things that he would carry with him always.

It was almost one big blur. The beatings and fights broken up by some small kindness in between.

Past the failed wedding, past the return of Ben Reily, past all the death that happened, the images became clearer. His recent memories in vibrant detail, like a new artist had picked up the job to illustrate in one of the students' comic books.

Osborn. It kept coming back to him. Oh sure, there were plenty others waiting to off the arachnid, but Osborn was like his own personal boogie man.

Avengers. The Civil War. Tony Stark and unmasking. She was suddenly very glad the X-Men decided to stay out of that conflict between Iron-Man and Captain America.

Some kind of mystic memory erasure? Well, he did know some interesting people. And Aunt May had survived. She might have to meet this woman sometime.

Oh look, Osborn again. What a surprise...

Huh, looks like things had picked up for him. Those were some fancy suits.

Rachel was feeling almost euphoric, this swan dive through his memories seemed to be catching up to current events, and she couldn't wait to leave, take a hot bath, and sleep for a week.

Suddenly, things took a darker turn.

Rachel could almost physically feel like she was trapped in Otto Octavius' old shell of a body. The desperation and panic nearly overwhelmed her.

She caught herself cheering when it looked like the mind swap was going to be reversed, and nearly broke down as Otto revealed the carbonadium helmet.

She sat in awed silence after Peter thrust his memories into Octavius, and the villain swore he would live up to his legacy.

She followed the spirit of Peter Parker after it left the corpse of one of his greatest enemies, almost eager to learn what would happen next.

The familiar buzzing took her by surprise and she was disoriented for a minute before she found herself watching Peter watching Octavius in his old body, who was starting at the corpse of Doctor Octopus. Musing to herself, she figured that that mental 6th sense of his must have realigned his "spirit" with his body after it was released from its confines. She made a note to ask him about it later.

Things seemed to be going decently, and this time she was sympathetic watching this mad man live through his life. She could have done without watching him examine and experiment with Peter's body though. Those were images she'd never unsee.

She thought it odd that she couldn't sense Otto's memories, but considered it a small blessing when a thoroughly disgusted Peter ranted about Octavius checking out his aunt.

Watching Octavius style, she wondered why no one figured this mess out sooner. The differences between the two men were astounding. The murder on the street being fairly out of character for the hero.

Her hopes were raised a bit when Peter found he could move a hand. She clamped down the feeling and wasn't surprised when Octavius obliterated Peter's mind.

She was surprised however when a small shard of Peter stayed in the dark recesses of his mind and vowed to fight back.

She was intrigued in a professional sense when Peter decided to live through Otto's memories, yet when he made the jump, she couldn't see anything. Did Peter block this out of his own mind?

Never mind, Octavius deleted his own memories from Peter's mind. That is dangerous technology, but it did answer a few questions for her.

Wow. Osborn AGAIN? Who would have imagined?

Things seemed to pick up again until Parker Industries couldn't recover anymore. She was disappointed that Peter decided to trust Stark again, but she found it endearing that he still tried to give people a second chance.

If he gave Stark another chance after this, she was going to strangle him!

From there, she could have guessed what happened, but it surprisingly hurt to hear Aunt May tell him off like that.

From his apartment to the streets to Matt Murdock's apartment was a roller coaster ride of emotions she couldn't process. His visit with Doctor Strange helped put things in perspective though.

A soul sucking parasite? What DIDN'T this guy run into? But it was nice seeing things turn out a bit better a day at a time.

Oh, therapy with Emma Frost was actually therapy. Looks like she owed him an apology. And there's him calling Hank for a favor. There's her acting like a b**** to him. And there goes his temper.

From this point of view, his detention of everyone looked a bit easy. Hank was right, good thing he's not evil.

She came to with a start looking at the unmasked Peter Parker in front of her, and for the first time she noticed a weary look in his stance.

"I'm- I'm sorry. I have to go", Rachel bit out as she left the lab with a confused Ororo following close behind. If anyone noticed her watery eyes, no one mentioned it.

"Well", Peter let out with a shaky breath, fixing his mask back on and becoming Spider-Man once more, "that was a thing."

"Quite", Hank agreed. "My humble apologies Spider-Man, Rachel can be a tad impulsive, and given the state of mutant affairs in the world today..." He trailed off.

"Gotcha big blue" Spider-Man said with a shrug. "Hey, some of my best friends hated my guts before they got to know me."

Hank cracked an amused smile. "I'm sure. So what have you come to ask of me today?"

Spider-Man reached into his belt and pulled out two slides. "I have a friend with a favor..."

-Later Close To Home-

Peter stepped through the front door of the apartment. "Man", he called out to the other occupants, "it's been a long day."

"Why don't you come into the living room and tell us and our guest about it" Elektra's voice called further in.

Peter casually walked in to find his roommates sitting on the couch and an elderly woman standing across from them.

"Hello dear. Why don't you have a seat with your friends?" The older woman suggested with a practiced sweetness in her tone. Both of her hands were bound up under her arms like she was trying to ward away the cold.

"Nah", Peter waved away the suggestion. "Why don't you tell me why you're here though Miss?"

The woman's eyes appeared to harden a bit and she lost the sweetness in her voice. "Leni young man. My name is Leni and I insist that you sit down." From under an arm, she produced a hand wrapped around a handle, her thumb holding down a switch.

"Watch out-" "It's a dead man's switch-" "Sit down before I-" the cacophony of voices within the apartment were interrupted by a thwip and the old lady's hand being webbed up.

The surprise on her face turned to a sneer, "you think this will stop me?" And before everyone's eyes, the old woman turned into a young girl, giving her enough room to wiggle her thumb off of the trigger if it came to that.

"No, probably not", Peter's voice continued to carry his nonchalant attitude. "Unless the trigger was covered in my special magnetic webbing." Peter ended with a shrug, webbing the shapeshifter to the wall.

Elektra stood and picked up her sais from the nearby end table and glared at the intruder. Matt just looked up at Peter and turned up an eyebrow.

"Laura", Peter informed his friend. "Ran into her nearby and she told me who she was following and smelled the explosives. I took a guess and loaded my magnetic webs just in case. Speaking of Laura, ALL CLEAR!"

From the apartment skylight, Wolverine dropped down and joined the group.

"Thanks kid" Peter told her with a smile.

Laura nodded at the praise with a small smile of her own. Then she turned to the prisoner struggling to escape from the webs.

"Well Mystique? Want to enlighten us as to why you're here?" Peter inquired.

To the somewhat shock of Matt and Elektra, the child shifted into the form of Mystique, with some of the webs digging painfully into her body.

She stared ruefully at the hero for a moment and opened her mouth to speak. She was cut off by a crash and loud banging from the kitchen. The 3 older heroes rushed to see what had happened, leaving Laura not taking her eyes off of the blue skinned woman.

The three entered the kitchen to find a woman laying next to a partially destroyed cabinet. It looked like she fell through the side of the skylight.

"She was thrown" Matt informed the group, his super senses putting together the clues quickly.

Elektra goes to the woman and turns her onto her back. The stranger gasps for air and Peter freezes in shock.

"MJ?"

"Peter", she calls. "Ve- Venom. He's loose. Stop h- him." She groans in pain.

All Peter can see through a red haze in his vision is an injured Mary Jane Watson. He almost rips Matt's hand off when the older man grabs his shoulder.

"Go" Matt encourages him. "We'll help her. Go get that b******."

The red haze clears and Peter can see his his friend again. Looking down at his injured ex, he nods and crouches for a jump.

"Hold the fort down, I'll be back." And in one smooth movement, he leaps out into the setting afternoon of New York.

Matt follows his friend with his senses until he pulls out of range. Crouching down next to Elektra he begins trying to help with their unexpected guest.

"Wait" Matt pauses. "That's not-"

And the apartment explodes with spiders.

-Movie Set-

"And I'm supposed to care why?" The redhead actress tosses her cigarette to the ground.

"Because he's your friend?" The blonde answers.

"He stopped being my friend when I wised up and realized he was ruining my life. That's what he does." The redhead shook her head in disgust.

"So you couldn't handle the pressure then." The blonde glares. "He used to talk about how much of an amazing person you are and how it tore him apart he couldn't be with you."

"Yeah, well" the actress shrugs her shoulders. "He's the smartest idiot I know."

"This was a waste of time." The blonde turns to leave and almost knocks the director down.

"And waste of money!" The short, greasy man comments. "I don't care if you are some big shot celebrity hero, you've been hanging around all day distracting my actress and costing me money!"

Looking between the the irritating man and the upright actress, the blonde hero shakes her head in disgust. "I'm out of here", and she blasts her way into the sky and disappears eastward.

"Well good riddance", the man spits and turns to the actress. "Well Mary, you up for one more take?"

Mary drops her robe and reveals a lightly freckled body in an almost to small to see bra and panty set. "If your "star" can keep up."

-Somewhere in New York-

A rift opens up above a skyscraper and 6 people in spider themed outfits jump through before it closes.

A tall man in red and black stands straight up and inhales deeply. "Smells like home. I think we made it."

The sense of accomplishment is brief when a menacing laugh pierces the air. The sextet get back to back searching for the possible threat.

A large dark figure moves out of the shadow of a nearby stairwell. The white spider on his chest appears to glow in the beginning moon light.

"About time you showed." The figures smile is full of large teeth. "Now the fun can really begin."