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.

SORRY: that its been so long since my last update i've been planning a family reunion but now that its over (It went great) so as an apology i bring you all a double update, one chapter of 'The Inadequate Spiderman' and one chapter of my other fiction 'Shattered Dreams'. I plan to update on alternate weeks with my other fic 'Shattered Dreams' so i will update this story next Sunday and then every other Sunday after that, so until then read and review


Triskelion, SHIELD HQ, New York Harbor

Wade Wilson the mercenary better known as DeadPool was having a bad week. He and his men had attacked Midtown High School to kill the amazing Spider-Man but unknown to them he had help. Five of his friends went to school with him and they all had powers so what should have been an easy kill ended with them getting their buts kicked and sent to jail.

At this moment they were all locked up in the maximum security prison below the Triskelion were super powered offenders were held. They were locked up with the same mutant scum that they once tried to wipe off of the face of the earth. Fights broke out frequently and Shield was tired of it so they were considering giving the mutants their own lunch time to keep them separate from the Reavers but since separate but equal was illegal they had keep an eye on them until they found a solution.

"Watch it freak!" DeadPool spate at a mutant known as Omega Red who had just bumped him

"What did you call me Homo-Inferior?"

"I called you a freak you albino looking mother…"

"SHUT IT! If you two don't knock it off this instant I'll pump you both full of lead" snapped an angry looking Shield agent on the rafters above

Fights broke out often in the lunch room and it was getting expensive to repair it every time so Shield agents were given permission to shoot to kill if any riots broke out.

DeadPool and Omega Red looked at each other with hate in their eyes. Both men wanted nothing more than to strike down the monster before them but neither wanted to be shot in the head.

"Gentlemen, gentlemen" came a voice from behind them

"We're all stuck in the same boat so I suggest that you don't rock it" spoke Dr. Otto Octavius, AKA Doctor Octopus

"Shut it mutie"

"Oh I'm no mutant, not that there's anything wrong with that" he added looking at Omega Red "But for your information my powers are the result if a failed super solder experiment but that's not why we're here now is it, no of course it's not. We are all here because of Spider-Man"

Octavius smiled inwardly as he saw the hatred in the eyes of his cell mates. As much as they hated each other they hated Spider-Man more, he may just have a chance of pulling of his most ambitious plan to date.

"Yes Spider-Man" he continued "For all their boasting it wasn't Shield or their Ultimates who captured most of us in here, no it was a sixteen year old boy who runs around in a bad Halloween costume, not that we're ones to talk"

"What's your point" asked DeadPool. He was a veteran of war and he knew when someone was trying to get him on their side, he could smell reverse psychology from a mile away.

"My point is that until we get ride of Spider-Man we're always going to end up in here; He may not realize it, Shield may not even realize it but he is their trump card. So if we take him out we strike a massive blow to Shield."

"You got a plan because I'm listening" asked DeadPool. He wanted Spider-man dead more than he wanted Mutants extinct.

"Why yes I do, we have to find one particular prisoner and then he can break us out, after that we have to go into hiding for a few days but Shield won't be able to stop us at that point. Unfortunately for you Wade it would mean having to team up with Mutants such as Omega Red here…that's not going to be a problem for you and your men is it?"

DeadPool pulled off his mask to reveal what was left of his face. It was nothing but skull and muscle covered with a plastic dome that gave it the shape of a human head.

"We've already sacrificed our humanity to save the humanity of others so I don't think we'd have a problem working with the devil to send the world to heaven, besides" he turned to Omega Red with a sadistic grin "We could always kill each other later, couldn't we freak"

"Gladly" he spoke as he and DeadPool stared daggers at each other

"Good now since that's out of the way…"

Midtown High, Queens, New York City

Peter Parker, Kitty Pride, Johnny 'Parker' Storm, Bobby 'Parker' Drake, Mary Jane Watson, Gwen Stacey and Kenny 'Kong' McFarlane were sitting together at school waiting for lunch to end. Today had been what Johnny identified as the spawn of meatloaf and Squid so hey were all hungry and desperate to get home for something to eat.

Since the most recent attack on their school Peter and his friends started to sit with Kitty under the cover that they felt safer with a superhero in case more people showed up looking for Spider-Man but in reality they were meeting to plan their new team.

"Johnny, Bobby" Peter spoke in a low voice with malevolence in his tone "if you two don't keep it down I am going to web your lips together every day for a week, now shut up"

"Alright, alright gees man"

Today like every other day Johnny and Bobby had been arguing over what to call their eventual team. Peter had grown tired of their bickering and had to think up new and humiliating ways to threaten them just to get them to stop.

*Ding Dong Dong Ding* *Dong Ding Ding Dong*

"Lunch is over" mumbled Bobby "That means up next is P.E. huh"

"Yup and today is football, so whose up for getting tackled by that idiot Flash Thompson"

"Oh I am, I am" Peter mocked excitement

"Screw that" complained Johnny "Look Peter I get that you play they nerdy wimp to keep your secret but as far as anyone in the school is concerned me and Bobby are your tough athletic cousins so if Flash pounds on us we're pounding back, right Bobby"

"Hell yeah, you people have no idea how bad I want to hit that racist bastard"

"Just be sure to pound him one for me since he gives me the toughest time" added Kitty

"Sure thing Kitty"

The seven friends field out of the cafeteria and headed to their respective locker rooms to change and after they finished they headed out to the foot ball field.

The class was split into four teams two of boys and two of girls, and each set of team's was given half of the field to play on. The girls played the girls and the boys played the boys.

Peter's team consisted of himself his 'cousins', Kenny and a few other boys from their class while Flash's team was made of himself and his football buddies. To put it simply someone was going to get hurt, badly.

"Call it in the air" ordered the teacher

"Head's" Flash declared triumphantly, grinning at Peter. Oh he was going to enjoy this

"Tails, Parker your team goes first" roared the teacher

"Just as planned" smiled Flash

"You wanted Heads" corrected Peter

"I wanted your team to go first Parker, that way its open season on nerds"

The two rivals turned from each other and walked to their respective teams.

"We're up first" Peter told everyone

"Oh damn it" shouted an unknown classmate of his "Flashes team is all football Players we're going to get pounded if we go first"

"No we won't" snapped Bobby "if you wimps don't wanna get hurt just give me the ball and stay out of the way"

"Good idea" agreed Peter. He knew that compared to the Danger Room sessions the X-men use to have that a game of foot ball would be easy for someone like his Bobby but he had to worry about the fact that he was out of practice.

The two teams took their places ready to charge each other and defend as necessary. Peter was going to hike the ball to Bobby and Kong and Johnny were acting as his blockers.

"Eight four X, Eight four X, hut-hut hike" shouted Peter as he spiked the ball to Bobby.

Flashes team instantly pounced on Peters and tackled them to the ground but before the first body hit the floor Flash had broken past their defensive line. He ran strait at Peter with every intention to run him over to get to Bobby.

Peter was ready to stand his ground but remembered that if he put force into stopping Flash than he'd seriously hurt him so he decided to take the hit.

Seeing his friend relax his body Kong knew his plan and decided that he wasn't going to let Flash have his way any more. He broke off from Bobby and charged between his ex-best friend and Peter.

"Thompson!" he roared. Kong was twice as big as Flash and very intimidating when he was angry. He got between Flash and his prey, lowered his head and charged him like a bull. Flash saw the attack coming and knew that Kong could hurt him but he was faster and easily dodged him before turning to Bobby. As much as he wanted to tackle Peter he didn't want his team to score on him either.

"Parkers!" he roared at Johnny and Bobby getting their attention

"Get ready, it's time for a pounding you puny twosome" he added

"Bobby go" shouted Johnny

He dug in his heals and stood his ground, ready to take his full force head on. Flash smiled at his surrender and hit him with everything he had…but Johnny didn't go down. The souls of his shoes dog into the field and he slid back a few inches but he stood strong and stopped Flash in his tracks.

"Wh-what no way" stuttered Flash. He was speechless. How on earth could one of Puny Parkers cousins stop him?

"Sorry Thompson but these Parkers aren't so puny and as for you saying that its time for a pounding you're wrong because it's Clobbering Time"

Johnny shifted his weight and threw Flash over his shoulder sending him into the air. Flash was stunned that he was upside down for a second before he slammed hard into the ground, back first.

"What the hell was that" roared the teacher "Parker you can't do that in football"

"Oh well how about that" Johnny pointed to Bobby

"Touch down" he shouted and he was indeed in the end zone

Flash winced in pain and was furious that Bobby had gotten past his team.

"What the hell, you guys couldn't stop one guy"

"We tried Flash but the guys fast, he dodged us all like it was nothing"

Flash was about to yell at his team but he was cut of by a loud noise. The wind picked up and dust started to fly everywhere for a few seconds. The students looked up to see a large helicopter landing in the parking lot. A woman in a suit and several armed men got out and some people noticed that on the side of the helicopter was the Shield logo. The copter cut its engines and the wind died at once. The women and her several guards walked to the students and were approached by the teacher.

"What's going on here, this is a school you can't land a helicopter in the parking lot" asked the teacher

"My name is Carol Danvers and I am the acting head of Shield, we are hear on orders of the president of these United States and are here to meet with one Katherine Pride"

Everyone who was in ear shot immediately turned to Kitty. Some started whispering about why Shield was here and some thought that they were here to arrest her for being a mutant but talked low since they had some class. Flash however had no class.

"Finally, hey mutant they're here to take you away you freak"

Kitty looked at Peter and gave him a 'what-the-hell-happened-to-that-deal-you-where-talking-about' look. Was Shield here to arrest her, why she hadn't done anything wrong, hell she used to be a Shield agent, doesn't that get her anything.

The Physical Education teacher pointed out Kitty to director Danvers and she walked up to her without being noticed by Kitty. The students parted for her, some for no other reason than she was surrounded by men with guns, and she had to cough to get Kitty's attention.

"Miss Pride"

"Huh" Kitty snapped to attention, she hadn't noticed that Carol was so close to her because she was thinking of why Shield would invade her school and hearing her voice up close spooked her a bit.

"Miss Pride my name is Director Carol Danvers, head of Shield, and I am here on orders from the President of these United States"

"I know who you are Carol, I was a Shield agent for a day and…did you say the President?"

"Yes I did" Carol didn't like being referred to so formally by a child.

"I'm I going to like your orders"

"Yes you are. I have been ordered by the president to present you with this Full Champions License"

"What's a Full Champions License" asked Kitty, she had never heard of such a thing and it had a kind of a stupid name

"This License is presidential permission to use your mutant powers. Given how often this school is attacked by costumed idiots looking for Spider-Man and your past work as a 'super hero' the president has decided to give you permission to use your powers so you don't get rusty incase you should chose to defend your classmates next time your school is attacked also it will allow you to resume active 'hero' work" Carol answered

The eyes of Kitty and several others widened to a dangerous degree at hearing this.

'This must be part of the deal Peter told me about' thought Kitty

"Are you telling me I'd be able to use my powers again?"

Carol glanced at Flash, someone Shield intelligence told her was the main instigator of hate crimes toward the young women before her, but the action was unnoticed by all because of the sunglasses she was wearing.

She lowered her shades so Kitty could look into her eyes and slightly raised her voice so everyone would hear.

"The president has given you permission to use your powers however you want, when ever you want as long as it is in self defense" she winked at Kitty "or the defense of others"

Getting the message Kitty slowly turned toward Flash and locked eyes with him the expression on her face made his blood run cold.

"Self defense huh" she shot daggers at Flash, if she could scare him stupid the months of abuse would be worth it.

The students closest to Flash saw the look Kitty was giving him and slowly backed away. They knew how much he picked on her and that the next time he was stupid enough to do so she would kick his ass so they no longer wanted anything to do with him.

Kitty's death glare had mad Flash sorry for all the abuse he put her through, because he knew that it was about to bite him in the ass. He only picked on her because he thought she couldn't do anything about it but now the mutant with powers was able to beat him up next time he made her mad. He thought he couldn't be any more scared but when she cracked a sadistic grin it pushed him past his limit.

His already shaking knees buckled together and all his muscles clench themselves for a few seconds before relaxing.

Kitty saw Flashes weird action and wondered what had just happened when a thought crossed her mind.

'No he couldn't have' she thought 'he didn't, right?'

*Sniff* *Sniff* she smelled the air and caught a suspicious sent

"I think I made him crap himself" she said not sure of whether it happened or not

Kitty proclamation caught Carol off guard and she also sniffed the air

"I think you just made him crap himself"

"I think he just crapped himself" Peter said to no one in particular

"I think he just crapped himself" the Shield agents uttered in stereo when they sniffed the air themselves

A guy standing right behind Flash looked down at the seat of his pants and confirmed what everyone suspected

"Oh lord this guy crapped himself something fierce" he uttered in disgust

"I did" Kitty smiled "I did make him crap himself"

"Thompson, stuff your pants in your socks so you don't track anything, call your mom and go home" the teacher stated a little repulsed. In all his thirty years no one had ever defecated themselves in class before.

Not wanting to be anywhere near Kitty at the moment Flash did as he was told and ran for it, not caring that he just pooped himself in front of everyone because he was solely focused on survival.

"Any way as I was saying" Carol desperately tried to change the subject from the boy soon to be known as Fecal Flash "the president is giving you this license because of your past heroic and selfless actions and hopes that you will continue to use them for the benefit of your fellow man"

"So…I'm a superhero again"

"Katherine Pride you are as of this moment a fully licensed super hero as authorized by the United States government"

"Wow…uh, thank you…sir?" Kitty wondered what to call her when being respectful

"Director…being called sir when I'm a woman is creepy" Carol answered

The Parker Residence, Queens, New York

"Holy crap" shouted Gwen she just remembered something important

"Language" reminded Aunt May

"Sorry May, Johnny what ever happened to that present you were going to give me"

"Huh…oh yeah with all the arguing about a team name I forgot I was supposed to give it to you after school yesterday huh, It's in my room I'll be right back"

Johnny ran to the room that he shared with Bobby to get the surprise for Gwen. It had taken a week for it to arrive and he was embarrassed that he forgot about it considering how eager he was to give it to Gwen.

He reentered the dinning room a few minutes later with a pink and black package topped off with a pink ribbon and bow. When he handed it to Gwen she immediately ripped off the bow tore into the rapping paper with her teeth. She pulled out the switch blade that she had once pulled on Kong back when he had been bullying Peter and cut the tape that held the box closed. She opened it up and pulled out what looked like several two piece, all black, outfits.

"You bought me clothes" she asked with a raised eyebrow, she was starting to wonder why she thought this wasn't going to be a trick to steal her away from Peter.

"Skanky clothes" Peter added when he noticed that the tops looked like sports bras and tight shirts and the bottoms where either shorts or skirts.

Gwen and May gave Johnny dirty looks and Bobby was trying not to laugh at how much trouble Johnny was in.

"These" Johnny started to defend himself "are Impact Suits"

"What's an Impact Suit" asked Peter

"It's what the FF used to wear, they're suits that can adapt to your powers so if Gwen ever uses hers again, her new 'street clothes' will morph into her body and then resume their original shape when she's done" answered Johnny

"That's…Johnny that's incredible" started Gwen "where did you get these"

"I called Reed and asked if he could make me some, hope all black is okay"

"All black is fine Johnny, seriously thank you" Gwen got up and hugged Johnny, he was annoying at times but she owed him huge for this. She wasn't to keen on ever turning back into Carnage but at least now she wouldn't be naked when she turned back to normal.

"All right a hug…my evil plan is working" he joked

Gwen playfully slapped him in the back of his head.