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.


St. Patrick's Cathedral, New York

Jessica Drew was sitting on top of the St. Patrick's Cathedral in her Spiderwoman costume waiting for it to reach the time she had arranged to meet Peter. She had asked her boss Stanley for the day off, called up Peter and asked if he wanted to hang out. He said yes and after telling her about the team he was putting together, asked if she wanted to join. She had wanted to stay out off Peter's life because they where separate people now but she was lonely and agreed to meet his team. She had also been wondering if she should tell them what she really was. Jessica had decided that it would be okay to unmask in front of them and tell them her name so long as she didn't tell them that she was Peter's clone so she had told them to meet her at her place in the city.

"Huh" she exhaled "it's almost time to meet up, I better get moving"

Jessica fired off a web line to the building across the street and swung off to meet Peter.

Stanley's Pizza Parlor, Harlem

Peter Parker, Gwen Stacey, Kitty Pride, Johnny Storm and Bobby Drake arrived at a little pizza parlor at 2:30pm. Spiderwoman had called Peter the night before and agreed meet everyone to discuss the team Peter was putting together. Her only condition was that they meet outside of costumes which meant they'd get to see her face.

Peter was happy that she was coming to terms with the whole clone thing while Kitty was looking forward to making a female friend who was also a super heroine like herself. Johnny was exited to see what her face looked like because he'd had a crush on her since they captured the Vulture. Bobby was just happy to get some answers to the mystery of Spiderwoman.

Jessica had told them to meet her at some pizza place called Stanley's in Harlem. Stanley's looked like it was once an English pub but made the transition into pizza joint very smoothly. There were several dozen tables scattered around on the inside and private booths that lined the walls. In the back was a closed off room with a glass wall and door that was probably for parties. Stanley him self was a kind looking old man who was balding slightly and had a big white mustache.

*Ding* *Ding*

"Hello what will you have" asked Stanley

"Oh uh" mumbled Peter "I'm not sure we were just supposed to meet a friend here"

"Oh are you Jessica's friends"

"Yeah"

"Oh she told me you'd be coming, hold on she's just finishing up your pizza's I'll call her"

Stanley whipped off his hands and walked into the kitchen. Talking could be heard but no one could make it out but a second later Jessica's walked out of the kitchen carrying a large tray with two medium pizzas, a larch pitcher of soda and several glasses.

"Hey Peter" she smiled

"Hey Jessie" he waved back

"Hey Stanley, you mind if I take this up to my room" she asked

"Nah, go, be with your friends and have fun, shoo, shoo" He ushered them out of the door and smiled. It was a warm smile that implied that he'd seen some incredible sights in his day and was an excellent judge of character. It reminded Peter of his Uncle Ben.

"He seems like a nice guy Jessie" Peter complemented her caretaker

"He is, he's had it ruff but always seems to make the most of a situation"

"Dude must be rich to afford a restaurant and an apartment building" noted Johnny

"He's not but he gets by, his brother died in the flood a few months back and left him the apartment, he wanted to sell it and came out to appraise it but ended up turning it into a makeshift homeless shelter for survivors of the flood. So he ended up selling the place he had back in Virginia and opened up a new 'Stanley's' here in Harlem"

"Well here we are" Jessica opened the door to her apartment "make your selves comfortable try not to break anything"

Jessica's room was nothing short of spectacular. After five minutes if inspecting it they discovered that it had a second story loft that was accessible by indoor stairs, a kitchen, a living room and dining room area and dual balconies; one for the loft and one for the main room it self. The whole thing was probably a suit back in the fifties or maybe even the twenties.

"This place is huge, how the hell does she afford this" wondered jimmy out loud

"I was the first to move in" Jessica replied as she started passing out slices of pizza

"Stanley said to take any room I want free of charge so I picked this one"

"This place is free" shouted Johnny

"Yeah as far as Stanley knows my parents died in the flood so I think it's out of pity plus I do help out in the restaurant so I don't feel too bad for lying to get such a great place"

This fact struck Kitty as odd. She lied about her parents dying, what does that mean? Is she a runaway or did her parent throw her out, if so why? Is she a mutant? Or did she get her powers the same way as Peter got his. They did have the same powers except her webs where natural. Kitty would have to ask about this later.

"Kitty…Kitty! Are you okay" Peter snapped her out of her day dream

"What yeah just taking in the room" she lied

The newly formed team sat down to an hour of pizza and TV. They caught a news broad cast of the Mayor inviting Spider-Man and his friends to a festival in their honor for all the lives they've saved including the ones in DeadPool's attack on the school.

After resting Jessica wondered what to do for the rest of the day, she hadn't planned anything and was open for suggestions.

"So what's on the agenda for today" she asked

"Well I got a new guy I think would be good to have on the team so I was going to meet him in" Kitty checked her watch "thirty minutes so if you guys want to tag along we could all meet him at once"

"Sounds good, costume or no costume" asked Peter

"Well I think you should all show up in costume until you feel comfortable around him but he wasn't expecting anyone else so I'll tell him first well you all hang back" stated Kitty

"Sounds good, everyone ready"

An abandoned building, a few blocks away

Not to far away in an old war house scheduled for demolition sat a muscular blue eyed blonde young man. He wore dirty torn blue jeans new sneakers racing gloves and a black leather jacket. He was waiting for a new friend of his to show up who had wanted him to join a superhero team she was a part off but he wasn't to keen on playing hero, especially if he had to wear a bad costume, he just wanted practice with his powers.

"Hello any one in here" shouted a girls voice in the distance

"I'm in here Kitty" called the young man

"Oh there you are so you think about my offer to join up" smiled the brown haired girl

"Yeah, the not getting shot for being a mutant is a plus but you said this Spider-Man dude was going to be in charge right"

"Right" Kitty nodded

"Yeah well if I have to wear a stupid costume I'm out, I'd rather be shot"

"No costumes I promise, you only have to wear one if you want to wear one"

"Well, so long as I don't got to wear a stupid costume…I guess I'm in"

"Yes, hell yeah your defiantly be a great addition"

"Yeah, yeah just remember no costumes"

"Right, right no costumes, so ready to meet everyone else"

"Guess so"

Out Side, the roof top

"So does anybody know anything about this new guy" asked Bobby. He wondered who Kitty wanted on the team since she said he didn't know them. They where in the X-men together what mutants did Kitty know that he didn't.

"Just that he's a mutant and that he's supposedly going to be our heavy hitter…maybe he has super strength" answered Peter

"Every one" Kitty called as she exited a door that led from the inside of the building to the roof. Behind her was a tall blonde teenager who looked like he had a bad temper 24/7.

"This is Jimmy Hudson" she introduced her companion

Jimmy looked around at the super hero's assembled on the roof and noted that he was the tallest one. He knew of all of them and that Iceman looked the way he did because he was covered in frozen armor and that Johnny's suit was fire proof so he didn't burn off his clothes but Spider-Mans costume was ridiculous. Why anyone would go out in a red and blue full body jump suit was beyond him, it was the stupidest looking thing he had ever seen. He looked at the final member and was blown away.

She was a 16 looking year old girl wearing a spider motive costume but unlike Spider-Mans red and blue nightmare, hers was all red with a large white spider symbol on the front. It was skin tight and hugged her curves in all the right places. She had brown hair instead of his preferred red but seeing her in that costume put only one thought in his head…

'I am so in' he thought

"Jimmy" Kitty continued "this it the team I was telling you about"

"Hey Jimmy I'm Spider-Man" Peter walked up to him to shake hands "So your interested in joining up"

Not wanting to make a bad first impression with his tight suited goddess Jimmy reluctantly shook Spider-Mans hand

"It's Jim and I'm interested in not getting shot so if I got to play hero to do so then yeah I'm in…and I'm not wearing any stupid costume"

"So" interrupted Bobby "what exactly does this guy bring to the table Kitty, remember what the professor said about having a balanced team, we have to make sure his powers will help out"

"I'm…" Jim glared at Iceman with death in his eyes. He didn't like being underestimated by someone so much shorter then him

"…the only guy in the world who can do this"

*Snikt* *Snikt*

Two sets of triple bone claws tore their way out of Jim's knuckles causing bobby to go wide eyed and Johnny to drop his jaw. This guy had very familiar powers.

"Kitty" Bobby gulped "where did you get this guy"

"I'm wolverine's son" replied Jim

"He had a son?" shouted Bobby

Ignoring Bobby's question Kitty turned to Peter

"So can he join up? We could use a guy with a healing factor and bone claws are very intimidating, we could so use the intimidation factor"

"Yeah but uh no killing"

"Whatever, as long as I get a chance to use these I'm good" Jim furrowed his brow in concentration and his bone claws slowly turned into a metal set that matched his late fathers.

"Damn" complained Johnny "I thought I was going to be the cool guy on the team but metal claws are way cooler that fire powers"

"So we got a secret club house or do we meet up in the library after school" asked Jimmy

This was a very good question and something Peter hadn't thought about. Most off his team lived with him or already knew who he was so he hadn't thought about unmasking in front of new guys like Jimmy but he could ask someone he barely met to risk his life and not give something in return could he. He thought about it and figured that Jimmy didn't need to know his last name since he'd probably unmask in front of the guy eventually.

"I think I may have a place that we could use" spoke Jessica "theirs a pizza joint I like, we could meet up their I mean it's not like a bunch of kids in a pizza place will draw attention"

*Beep* *Beep* *Beep*

Jessica's phone started beeping and she checked it knowing that it meant trouble.

"What's up" asked Peter

"I got a police scanner hooked up to my computer at home so whenever theirs a 10-39 it sends me a text" Jessica answered

"What the hells a 10-39, naked chicks on parade" asked Jimmy

"No it means masked felony; It's cop talk for super villains" answered Jessica

"Hear that boys their playing our song" purred Kitty "Ready to bag your first baddie Jimmy"

"Names Wolverine" he grinned

The Apollo Theater, A few blocks away

"Out of my way losers you saw what I did to the Apollo and I'll do to the face of anyone who gets in my way" yelled the masked criminal. He aimed his weapon t a nearby car and fired, the result was a turned over vehicle and a small crater in the ground.

"Herman, Herman, Herman" came a familiar voice that sent shivers down the criminals spine "are you really in a position to be calling anyone a loser"

The masked Criminal known as The Shocker turned around and was eye level with his worst nightmare. Crouched on the hood of a car was none other than Spider-Man.

"Hi, remember me" asked a young brown haired girl next to him.

Shocker knew who she was from the news, her name was Kitty Pride and she use to be an X-Men. He remembered the last time he fought her that his weapons where useless and that she could short circuit them with her powers.

"Oh shit" Shocker thought. He immediately pointed both of his weapons to his left and right, at the crowd.

"Do-don't move I mean it, if anyone moves an inch I'll repave the street with pedestrians, I'm tired of getting beat by kids so back the hell off"

"Herman how many times have I beaten you, seriously I bet you that by the end off the night you'll be in jail and I'll have not moved an inch from this spot"

"Shut your mouth" Shocker aimed both his weapons at Peter and Kitty and fired

The blast hit hem both head on and caused a huge cloud oh dust and glass to envelope them. When the dust settled Kitty, Peter and the car he sat on were completely unharmed but the window behind them was blown out.

"Wha-what the hell" Shocker mumbled before firing again and again nothing

"What they hell, why aren't you hurt" he demanded

"Mutant phasing powers" smiled Kitty "for all your attack dodging needs, perfect for girls, boys and even shiny red sport cars"

Shocker gulped hard, not only were his gauntlets useless against her but they where also useless against anything she touched as well. He was so going to jail again…unless.

"I said back off" Shocker turned to his left ready to fire into the crowd should Spider-Man make a move but came face to face with a giant wall of ice, on top of which stood a living ice sculpture.

"Sup" waved Iceman

Shocker screeched like a little girl, about faced and ran. He had never out run Spider-Man before but he wasn't about to give up.

He ran between cars and rolled over some hoods all the while firing over his shoulder at his three superhero pursuers. He was about to run into an ally when a fire ball exploded in front of him knocking him back a few feet. He landed hard on his back, looked up and saw a flame covered youth flying over head.

"Dude seriously, give it up" ordered Johnny

Shocker scrambled to his feet and continued to run down the street. He saw a young man in the street trying to block his way and aimed his weapons at him.

"Out of the way kid"

"Bite me"

"I said move it" Shocker fired both off his weapons at him. The dual blast hit the young man and sent him flying down the street. Shocker continued to run and had he been thinking clearly he might've wondered why no one had caught him yet.

Shocker ran and as he approached his victim the boy sprang up, arms crossed, with death in his eyes.

"That hurt" he growled.

The boy swung his arms as if he was drawing a pair of samurai swords and at the end of his motion Shockers gauntlets were in three pieces each. The two handles in his hands and four useless pieces on the floor.

"My name is Jim but you can call me wolverine" growled Jimmy

The sight of the steel clawed youth before him caused Shocker to faint.

"Not bad for your first time Jimmy" Jessica told him "you took the bad guys best shot, disarmed him and knocked him out without throwing a single punch; we didn't eve have to help you, all we did was herd him in your direction. I'd give you a perfect score except you told him your name, FYI in future times of heroics don't give out your real name to the bad guys"

Jessica webbed Shocker to a pole while everyone else changed back into their street clothes. A block away (out of shocker's field of vision) they met up and decided to get something to eat before heading home.

XXX

XXX

XXX


Authors notes: Yeah i finished my first arc. I didn't realize that it was six chapters (just like the actual comic) until i finished it so i am thinking of doing six chapter arc's but no promises. Okay i need to name this arc so i am going to call it 'Heroes of tomorrow' any way on to the next arc which i will call 'How one effects on the World' so see you in two weeks (Maybe one but no promises).