Disclaimer: I don't own Spider-Man or any characters from its cannon. I have no connection with it at all because it is the sole property of its owner(s). I do not profit from these stories, I only do them for fun.

Author's Note: This is set after issue six of Ultimate Comics: Spider-Man. I would like reviews but please remember that this is only my second story so for or against this continuing please be civil. I welcome critics so long as they give an example of what they didn't like AND then give a tip for improvement. If all you do is say 'this sucks' or 'you have no talent' I will ban you from comments because such things are not going to help me as a writer.

Slade01: I hadn't thought about doing anything like that but I will try to work your suggestion in because i like that idea but no promises also thanks for reading and giving me some tips.

PS: I know how I want to end this fiction but it will take a while to get there so i have plenty of room to fill if you want to suggest any story idea's and i may/will try to work them in. Also I will try and work on the spelling problem and I will be the first to admit that I have problems with it.


Wade 'Wadey' Wilson was a man who stuck to his convictions, who could be viewed as honorable in a way but was at his core an evil man.

He was a sergeant and hero of the Wakanda wars in the early nineties. Even if he planned to kill you, if you stood for something he would respect it. He had once captured the X-Men and Spider-Man with the intent to kill them on live television. One of his men had wanted to unmask Spider-Man but Wilson refused to let him on the grounds that the masks meant something and that they should respect that. Despite these qualities he was still an evil man.

He hated mutants and thought of them as something that didn't deserve to exist. He hated them and believed that all mutants, good or bad, should be hunted like animals not for sport but for fun. Young, old, man, woman or child he didn't care in his opinion they had to die. It was this mentality that led him to become DeadPool, a cyborg mercenary with the power to wipe 'Freaks' of the face of the Earth.

When he had been hired to kill the X-Men he would've succeeded if not for the interference of Spider-Man. He humiliated and beat him in front of the whole world and because of this he now hated Spider-Man more than he hated mutants.

It took him months to rebuild himself and his Reavers, his cyborg followers who also hated mutants and now Spider-Man. They all had upgrades and were headed to their self appointed destination, Midtown High the school that Spider-Man went to; they were going to kill him.

Flushing Meadows Park, Queens, New York City; Ten minutes ago

Jessica Drew had a lot on her mind. She technically had never been born. How is this possible easy she was a clone, one of many of the world famous Spider-Man. She had been created by doctor Otto Octavius, the villain better known as Doctor Octopus, and had been denied the Y chromosome thus resulting in a female clone.

She had all the memories of Spider-Man, or to be more accurate his secret identity Peter Parker, up until the point that the blood used to make her had been extracted. She had all his knowledge, memories, powers and then some but she wasn't him. She had no parents, no friends and no family. The closest thing she had to family was Peter but she wasn't going to go around calling him 'Dad' anytime soon.

She was sitting on a bench in Flushing Meadows Park, the second largest public park in the City of New York after Pelham Bay Park in The Bronx, thinking about her life. The park is at the eastern edge of the area encompassed by Queens, the neighborhood of Peter Parker. She liked to be near his house, it helped her to think and calmed her down when ever her situation overwhelmed her.

Jessica was thinking about how alone she was in the world. Yes a nice pizza shop owner had taken her in and given her a delivery job after Ultimatum but she still didn't have any friends. Sometimes she wondered about asking Peter if she could move in with him but she always talked herself out of it be reminding herself that Peter had his own problems and life to live and she didn't have any right to intrude on him. She could remember MJ, Gwen and Kitty and wished she could hang out with them but they were Peter's friends not hers.

*HONK* *HONK* wailed a loud horn

Jessica looked up and saw a van swerving between traffic and wondered if it belonged to criminals who had just robbed some place and decided that she could use some exercise. She ran into a park bathroom and changed into her Spider-Woman costume before taking off after the van. Two minutes later she found the van, waiting at a red light oddly enough (probably trying to blend in), and decide to get a better look at the driver.

She swung across the street to the side of a building facing the van and tried to get a look at the driver. What she saw made her blood run cold.

The man in the driver's seat was an old foe's of Peter's named DeadPool; he was a mutant's hater who had a grudge to settle with her genetic donor. When the light turned Green it was then that she noticed the direction he was headed.

"Oh God!" she said to herself "He's headed to Peters School"

"I've got to warn him" she said as she pulled out her cell phone.

Midtown High, Queens, Present Time

"SPIDERMAN!" roared DeadPool "Come out and Play"

The students of Midtown High were scared and frustrated at the same time. This was the forth or fifth time that some psychopath had shown up gunning for Spider-Man, when were they going to learn to leave him (and them) alone because he always beat them up. Seriously the whole cowering for their lives when some super villain showed up thing was getting old.

Kitty Pride was starting to regret her decision to stay in the cafeteria because she had just been expecting DeadPool not him and his Reavers. Behind DeadPool were about a dozen cyborgs one of which was half robot gorilla and one which had chainsaws for hands.

"Spider-Man! Where are you!?" asked Deadpool

"He's not here, even super-hero's are absent every so often" Kitty said as she stood up to get DeadPool's attention. She just had to distract him for a few seconds until Peter, Johnny and Bobby showed up.

"Who the hell are you…oh I remember you, you're his little mutant whore aren't you?"

DeadPool was about to ask were her 'boyfriend' was when he got hit in the back hard by something heavy and metal.

"Hey watch what you call the ladies especially when you got one with super powers right behind you"

Everyone turned to see a young woman in a dark brown costume with a large white Spider symbol on the front. After hearing what DeadPool called Kitty, Spiderwoman had decided to throw a table at him in retaliation.

Kitty was surprised, she hadn't seen Spider-Woman since Ultimatum and had forgotten to ask Peter about her. The Reavers didn't know that there was a girl spider person. DeadPool was just mad.

"The hell, where's Spider-Man? What kind of hero sends in the cheerleaders to fight his battles for him?" shouted DeadPool

"Cheer-what!? I'm nobody's damn cheerleader. He and the others are taking care of the lagers" explained Spider-Woman, smiling under her mask "but don't worry well keep you company"

Lagers thought DeadPool. He had sent four guys into the school to grab hostages incase Shield showed up. He hadn't expected Spider-Man to have help, just how many super brats went to this school any ways?

"Reavers! Show these bitches who's in charge"

The Reavers charged Kitty and Spider-Woman with guns blazing.

"Again with the language, seriously do I have to hurt you or what?"

With her agility, speed and spider sense Spider-Woman was easily able to dodge their fire. She jumped and twisted and flipped in ways that the finest Olympic athletes could only ever dream of. With her high speed senses she was able to recreate the famous matrix backwards lean and was very proud of herself for such an accomplishment.

Kitty on the other hand had a problem. Normally she would use her mutant phasing powers to let the bullets pass through her but today she had innocent bystanders, and Flash Thompson, behind her. So she had to reverse her powers so that instead of making herself intangible she became invulnerable and the bullets that hit her bounced off harmlessly. They hurt but not much and didn't break the skin and the people behind her where safe so she played through the pain.

"Screw this!" shouted DeadPool

He could see that his weapons weren't working on Kitty and he really wanted to save ammo for Spider-Man; so he pulled out a special electrical gun that could bypass mutant powers, aimed for Kitty, and fired.

Kitty saw the shot coming but couldn't dodge in time. When the beam hit her she let out a blood curling scream. The shot stimulated every single one of her pain receptors and it was pure unending hell.

She stood standing up but her body twitched uncontrollably. She looked like someone was shaking a rag doll by the head. She felt like somebody had injected acid into her veins and that it was eating its way out. He eyes rolled into the back of her head and she almost swallowed her tongue. Last time DeadPool did this to her he was out to catch her alive and stopped when she fell unconscious, this time he was out to kill and didn't stop. As soon as the beam stopped DeadPool would fire again, he wasn't giving her body a chance to pass out he wanted her awake when she died.

DeadPool loved to hear mutants scream and Kitty's screams where like heroine to him, he needed them to function normally; to bad for the world that a normal DeadPool was a genocidal DeadPool. He hadn't planned on stopping but he heard screaming from behind him, at first he thought it was Spider-Woman but the voices belonged to men so he stopped torturing Kitty, who slumped to the floor, and turned around in time to meet a red fist with his face.

"YOU SICK FREAK!" screamed Spider-Man as his fist connected with DeadPool. The punch sent DeadPool flying into a stack of lunch trays and Spider-Man went running to Kitty to check on her.

Peter Parker 'Spider-Man', Johnny storm 'The Human Torch', and Bobby Drake 'Iceman' had been staking out the different entrances to the school and had been dealing with some Reavers who had split off from the main group and arrived just in time to help Spider-Woman and Kitty.

"Kitty, Kitty are you okay? Kitty answer me" begged Peter

He was on one knee and held Kitty in his arms. She was none responsive but breathing. Not wanting to leave her on the floor Peter scooped her up and jumped her to safety.

"Where the hell have you guys been" shouted Jessica

"We've been fighting the tin men that wandered off" explained Bobby "And who are you?"

"What you've never heard of the Sensational Spiderwoman" Johnny joked "you seriously need to watch more TV"

Jessica blushed under her mask. She wasn't sure of how she felt about Johnny calling her Sensational. Yes she was a girl but all her memories of him where of her as a guy, specifically as Peter. Figuring that now wasn't the time to tell him off she jumped at the Reaver with chainsaws for hands.

"Yo Ash you headed to a convention or did you go nuts when Bruce Campbell beat you for the part"

Mr. Chainsaw hesitated and glanced at his hands for a second before swearing to himself when he realized the mountain of jokes he had set himself up for. This was enough of a distraction for Jessica to slide beneath him, kick out her left leg, and knock him out with a shot to his chin that sent him a few feet into the air.

"Nice one" complemented Bobby

"Thanks"

The Sky's above Midtown High

Johnny was above the School fighting some flying Reaver with metallic bat wings and giant swords for forearms.

"Hold still you mutie freak" complained the Bat-man

"And let you cut me a new one, as if, and just for the record I'm not a mutant; Not that there's anything wrong with that."

The two flyers traded quips and insults as they fought. Johnny was the faster of the two and was keeping a safe distance from Bat-man and his sword hands but Bat-man was the more maneuverable one and was easily capable of dodging Johnny's fire balls. When ever Bat-man swung at him Johnny would race off to a safe distance before turning around to throw a fire ball but a safe distance was so far away Bat-man had plenty of time to avoid said fire ball.

"This is getting me nowhere" thought Johnny "I need to distract him long enough to get a clean hit"

Johnny and Bat-man where circling each other like a pair of lions about to fight it out for title of alpha male. Bat-man looked at Johnny with hate in his eyes wanting nothing more than to kill the youth in front of him. Johnny stared down his opponent trying to think of an edge but thinking was not his strong suit but then he had a brilliant idea.

"Hey I got a question for you"

"What"

"I've noticed that a lot of you guy's have weapons for both hands"

"So"

"Well I've been thinking how do some of you guys wipe your asses?"

Johnny's off handed comment dumb struck Bat-man for a few seconds and he floated there hovering in mid air and Johnny saw and took his chance.

He threw both of his hands to his side and rocketed at his foe full speed not caring of the danger involved. Before he could crash into him he thrust both of his hands in front of himself and channeled all of his fiery power into a flaming beam of energy that looked like a burning Kamehameha.

The flaming Kamehameha hit its mark and exploded into a giant fire ball that looked like an orange and gold Firework. The blast blew Bat-man down into the street and he smashed a fire hydrant with a loud scraping metallic sound. The water that gushed out of the broken hydrant flung Bat-man into the air and he landed on the ground with a sickening thud that cracked the cement sidewalk.

Seeing that his foe was out cold Johnny thought to himself "Man I love Anime" before flying of to help his friends.

The Cafeteria of Midtown High

DeadPool had just been thrown into a pile of lunch trays and was very pissed.

"Piece of crap, where did Spider-Man get all these super friends from?" DeadPool muttered to himself

"Wadey come in you there?" called a voice over the communicator in DeadPool's ear

"BoneBreaker? Where are you, we need help in the lunch room ASAP"

"I was in the Library grabbing hostages like you told me to"

"You got one?"

"Yeah, pretty little thing"

"BB we talked about this it's okay to kill mutants but wrong to touch kids so get your ass over here the little turd had backup"

"I'm on it Wade"

DeadPool stood up and wiped some spaghetti off of his shoulder then looked for the one person he wanted to kill more than anything in the world.

He saw his victim fighting one of his Reavers across the room with his girly copycat. He was webbing up the head of one of his men while Spiderwoman punched said man in his exposed flesh.

"SPIDERMAN" roared DeadPool "DIE!"

He charged at his would be victim firing his weapons randomly. The students who where still in the room took this chance to escape the danger zone and run for the hills.

"Oh crap"

Peter jumped into the air, landed on and stuck to the roof. He then started doing back flips on the roof to dodge DeadPool's rapid firing. One shot hit Iceman I the chest knocking the wind out of him as it cracked the ice armor he wore that acted as a second skin. One shot hit the roof and collapsed a piece of it onto Johnny who had just flown into the room.

Seeing that all of his attention was on Peter, Jessica made her move. She ducked behind an over turned table and proceeded to sneak up on DeadPool. When she was twenty feet away she shot two streams of webbing at his hands, clogging his guns, preventing him from fire any more.

She then slid beneath him and kicked out with her left leg hitting him in the chin. Her kick sent him head first into the roof and for a second he was stuck before he fell to the ground seeing stars.

Having beaten all the Reavers Peter, Jessica and Bobby surrounded DeadPool as a limping Kitty phased into the rubble to dig out Johnny.

"Surrender Wilson" Peter spoke in a cold indifferent tone. He hated the man before him and viewed him as less than human because of the things he could do to mutants without so much as blinking.

"Bite Me"

In less than a second Peter kicked DeadPool in the face, sprawling him on the floor and webbed him to the ground. If he had been covered in web floor the position his body was in would've mad DeadPool look like he was on a crucifix.

"For future reference when you attack a school looking for me I don't ask twice"

Peter was sick and tired of some damn idiot attacking his school every other month. They always endangered hundreds of his classmates just to get to him and he had enough of it.

"Dude" started Johnny "we beat you, you lost, give up"

"I have a better idea" called a voice from behind them

Everyone turned to the large whole in the wall that DeadPool had created when he blasted his way into the Lunchroom.

"Why don't you give up" taunted BoneBreaker

He wagged his mechanical tail in front of them with a hostage wrapped in it who was gasping for air.

She was blonde had black tennis shoes and was wearing black overalls over a white and purple stripped shirt.

"Gwen!" gasped Peter ,eyes growing wide under his mask.