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: I took so long to update but i've been having computer problems and i have five sisters who share the computer. luckily i got a few chapters ahead so i can update weekly for a while so i hope that helps to make up for it. Again i'm so sorry for the delay.

Resin: thanks for the suggestion for a name

Zackster: Wrong, it wasn't Stan Lee, creator of Marvel, it was the character Stanley from the 2008 film The Incredible Hulk.

New York Public Library, New York City

It had been the worst month of Peter Parkers life and it wasn't anywhere close to getting better. It started with a fish bowl headed nut job who called himself Mysterio attacking his school with a robot, then an army of mutant haters attacked his school a week later. Yeah he helped some kid named Rick Jones come to terms with his powers but then some guys posing as FBI came to his school and tried to kidnap Kitty and to top it all off his girlfriend Gwen Stacey had discovered that she could still turn into the monster Carnage. A monster that not only had killed her but Peter had helped to create.

Since the Dead Pool incident Peter had spent all of his alone time at the library studying. He was looking for a way to cure Gwen and wasn't going to stop until he found one. So it wasn't to surprising that he was at the moment passed out on a pile of 'Biology', 'Chemistry', 'Medical', 'Bio-chemical sciences', 'Biotechnology', 'Biophysics' and 'Theoretical Science' text books.

So to recap he was exhausted from studying, constantly under attack and unable to help his friends in anyway. And if fate hadn't had enough fun kicking him while he was down a few days ago Johnny Storm burst into his kitchen with a big stupid grin on his face, thanking Peter for having had such a great friend in Spiderwoman…whom he claimed to have just made out with. The fact that Johnny had kissed much less made out with his female clone had truly disgusted Peter to no end and all he wanted was some alone time so he headed to the library. He had hoped that trying to cure Gwen would take his mind off of Johnny and Jessica but every time he thought of the day Gwen came back to life he remembered that it was the same day he met Jessica so his plan had completely backfired on him.

"Peter?" called a girls voice

This was shaping up to be the worst month ever.

"Peter wake up the library's closing" said the same girl

Peter slowly sat up pulling a book off his head, whipped some drool off his mouth and looked toward a familiar female voice. It was Kitty, who had obviously been looking for him, probably at his Aunts request. He had been disappearing so much his Aunt May had started to worry about what he was doing but peter wasn't saying anything because it was his problem to deal with.

"Come on Peter it's time to go home" she repeated

"I'm coming" Peter started to pick up his books "how'd you find me by the way"

"You once told me this was your favorite view of the city so I figured that you'd be here. I just thought you'd be on the roof, and in costume, and not sleeping inside the Library" Kitty smiled

The two left the library and caught a bus to their neighborhood. Kitty tried talking to Peter to get him out of the funk he was in but Peter wasn't helping the situation. Tired of playing the sensitive friend, Kitty popped Peter in the arm having decided that it was time for some tough love.

"Look I want to be on your side but its hard to defend you if I don't know why you mad at Johnny, actually I know why you're made at Johnny, everyone knows, but we don't know why you're so mad at Johnny since none of us know how you two know each other in the first place" she said

"What? Kitty what are you talking about"

"You and Jessica, you're mad that Johnny made out with her right"

"I…i…iiiiihe he hehahaha, HA HA HA HA HA"

Kitty could only look at Meter dumbfounded. He was laughing at her or to be more specific at what she had just said. Why was it so funny, how exactly did he know Jessica and what exactly was going on.

"What's so funny" Kitty dolled

"No-nothing I…I just had a bad month and really needed that" Peter tried not to laugh anymore.

"Mind explaining that"

"What Johnny did to…with Jessica is gross but I'm not mad at either of them"

"How is it gross, she a girl and he's a guy, making out is what they do"

"That's private but still gross, trust me"

"Then would you explain this funk you're in and why you keep disappearing for hours on end, your Aunt wants an answer"

'I knew it' thought Peter

"I'm not in a funk Kitty I just really want to get into a good collage" Peter lied "And I don't want me being Spider-Man to get in the way of that so I've been studying like crazy so I don't fall behind if I get kidnapped…again"

Kitty arched an eyebrow and eyed Peter suspiciously. She didn't believe him, because he would've just told his Aunt that he was studying, but figured that she wasn't going to get anything else out of him tonight.

"Fine be that way but were all going to find out what the big secret is between you two sooner or later so you might as well just tell us" Kitty said

"No you won't" Peter teased

"What ever lets just get going, you don't want to be late for your special day do you" she asked

Downtown, New York

Walking down the street was the son of James Hewlett. He had his father's attitude, temper and powers and had even adopted his old code name. He was Jimmy Hudson, the new Wolverine. He found out about his heritage from Kitty Pride AKA Shadow Cat and had been talked into becoming a super hero. His first mission had been to capture some loser called the Shocker who went down easily and showed that he could handle himself.

Since joining this new team he'd taken some time off away from home and had been bumming around the city, helping out on weekends and had gained a reputation as the team's badass. Crooks were scared of him and he was okay with that, people cheered him (sometimes) and he liked the attention (from the ladies). He liked throwing down with thugs and the occasional super villain but he wasn't sold on the whole being a hero thing. From what he'd seen of Iceman and the Human Torch super's were big childish idiots, their so called leader Spider-Man seemed like a big nerd and the only upside to the whole thing was how hot Spiderwoman looked in her form fitting suit.

Spiderwoman, now there was a reason to risk your neck. She had a sexy voice, great figure and knew how to throw down. When he saw her it was definitely love or at least lust at first sight. He thought he'd take it slow and impress her but some how that idiot Johnny Storm had gotten her attention and made out with her first. Now he wasn't the jealous type but he definitely didn't like Johnny now.

"What the hell is a matter with me" Jimmy chided himself "I'm acting like one of those whiney panty waists from those teenage chick flicks: Come on damn it I'm wolverine's son, I'm a badass, act like a man damn it"

Jimmy was waiting at the bus stop to get a ride to his home away from home. He was staying at a homeless shelter and liked it. It was earthy, gritty, and primal. It made him feel like an animal living in an abandoned building and it felt invigorating.

'I wonder if I should just go home' he thought to himself 'Mom and dad must be pretty mad that I took of with just a note saying why. Oh well they'll get over it sooner or later, the real problem is Kitty. She spends the money to get me out here and if I just take off she's liable to hunt me down and beat the crap out of me. I thought I was a good fighter but those moves of hers are…wow, my old man knew what he was doing when he trained her. I wonder if she'd teach me some of them'

Jimmy saw the wrong bus coming but got on because it went to the park, a place that had something important going on that day.

The Bathroom of the Parker home, Queens

A young blonde stood in the bathroom, hands on the sink, facing but not looking into the mirror. She was doing something in secret for the last few days. She was trying to tame the monster inside of her.

"I am in control" she said to her self "I'm still me because I control the monster inside of me, not the other way around. I'll admit that this is Carnage's body but I'm in charge, that's why it looks like my old body and why I still have my memories because I'm stronger than Carnage. I'm in charge, I'm in control, do you here me you stupid monster this is my body now"

Gwen opened her eyes and looked into the mirror. She saw her hair, her clothes and would talk with her voice but her face, it was Carnages. Today she had been practicing a partial transformation and seemed to be in control since she only transformed her face. She could turn into Carnage and back into her self at will now and had discovered that she could shape shift into others as well. So far she had turned into Peter, Aunt May, MJ, Kitty, Kong and the president, although the last one was just for fun.

"I can do this" she said aloud "I can use this for good, I could be a super hero just like my friends"

Gwen smiled to herself and her progress. She could make up for all the bad things Carnage had done and help people. She thought of all the good she could do but then frowned, she had a problem and its name was Peter. He would never let her do something like this. He'd be too scared that she'd hurt herself or given that she was Carnage, hurt someone else.

She stared into the mirror and turned her face back into her own. She was getting really good at transforming and couldn't wait to help people but had to think of a way to get Peter to not spas about it. The best way would be to save him from a super villain so she could show that she was in control and not a danger to others.

*KNOCK* *KNOCK*

"Gwen, are you alright" asked Aunt May

"Yeah uh just cleaning flossing, I think I have a popcorn kernel stunk in my teeth" Gwen lied

"Alright but when you're done you need to come out to the car, we're going to be late" Aunt May told her

"Sure thing May"

"Thank you"

Central Park, New York

It was a beautiful day in New York's Central Park. The sun was shining, the birds were singing and there wasn't a mugger as far as the eye could see. Because of all his heroics the Mayor had decided to make today 'Spider-Man Day' and had set up the park for a huge festival.

Stage had been built, security had been ordered and a promising rock band (he figured a kid like Spider-Man would like it) from Midtown High School had been hired to play music. A huge crowd had assembled and it was ten minutes until 'show time' and the man of the hour hadn't shown up yet.

"Oh crap" the mayor swore as he paced back and forth "were is he, is he going to show up, why isn't he here yet"

"Sir" his secretary called "I have a Miss Pride here for you"

Pride he thought "Spider-Mans girlfriend?"

"Her mother actually" Theresa answered "My daughter's on the line" she held up her phone "saying that Spider-Man is on top of a near by building" she pointed it out to him "and wants to know when he should swing in" she asked

"Oh uh well when I say the Amazing Spider-Man if that's okay"

Theresa relayed the signal and motioned to the mayor that it was okay.

"Five minutes sir" his assistant called

Roof Top, Across the Street

Atop of a near by sky scrapper stood Spider-Man and his amazing friends. They were waiting patiently for their cure to swing/fly or slide over to the park for the festival and they were a little nervous.

"Are you scarred" Jessica asked Peter

"A little, I still can't believe I'm getting a day named after me, it's kind of nerve racking" he answered

"Guys look there's nothing to be worried about" Johnny started "we're super heroes, getting days named after us for being awesome is half the job, don't worry. All we have to do is fly over there to shake some hands, pose for some pictures and get our freaking medals, piece of cake"

"Maybe for you" Peter spoke "I've only ever gotten medals for academics and never in front of such a big crowd"

"Yeah and me and Bobby could get shot at" added Kitty

"You are not going to get shot" said Johnny "Bobby will be covered in ice armor and you'll be intangible Kitty"

"Stupid frigging building" Jimmy complained as he climbed onto the roof

"You're late" said Bobby

"Shut up, if you don't like it pick a taller building next time" he spat sarcastically

"Guys I think it's starting" said Jessica

Temporary stage, Central Park

The mayor walked up to a microphone on the stage and cleared his throat before starting his speech.

"Ladies and Gentleman we are gathered here today to thank someone special to us all. Someone who has risked life and limb to protect others and has never asked for any kind of reward, someone who doesn't even want us to know who he is. When he first showed up we were scared of him, people would run screaming from him, blame him for bad things he didn't do and our own boys in blue would even shoot at him and for that I am truly sorry. However despite the fear and mistrust and in some cases hatred we showed him he still protected us from others and in some cases ourselves. He was the first of the costumed marvels who protect our city and is the last one to call it a day. He is the one, the only, the Amazing Spider-Man"

At once the crowd started to scan the skies while the band 'Molten Man' started playing a song they wrote specifically for Spider-man.

Living on the edge, fighting crime, spinning webs; swinging from the highest ledge he can leap above our heads. Aaaaaaaaaaaaaaaaaaaaaaaaaaah!

A little boy in a Spider-Man Halloween costume was the first to spot him. He saw a Spider-Man with someone hanging onto his back fall from the top of a building. Halfway to the ground he shot a web line to a tree, snagged it and swung into the park.

The sea of people parted as their hero swung thru them, some slapping hands with him as he swung by. At the same time a huge ice slide formed from the building to the stage so Iceman and Wolverine could slide to the stage while The Human Torch flew along side the sensational Spiderwoman.

Spider-Man let go of his web line and landed on his feet with Kitty in his arms while Iceman and Wolverine hopped off the ice slide, which degenerated back into the air. Spiderwoman swung under the arch that framed the stage, landing in a one arm hand stand on top of it before falling headfirst to the ground but caught herself with a web line, suspending herself upside down in the air while the Human Torch gently lowered himself onto the stage, extinguishing all of his flames except those on his head.

"I hope you all don't mind that I brought some friends" Peter addressed the crowd. They all cheered indicating that they didn't mind at all since it meant they'd see even more superheroes.

"I'll take that as a yes" he smiled under his mask. 'So far so good' he thought

"Of course not" said the mayor "I think I speak for all of us when I say any friend of yours is a friend of ours Spider-Man"

The crowd once again burst into approving applause and Peter was happy that no one was protesting the presence of mutants. Kitty looked out into the crowd and saw that some were giving her disapproving looks but that most of them were happy to see her, she recognized a few as being people she saved during Ultimatum and recognized captain Quaid from the NYPD. Johnny loved the hero worship that he had desperately missed since going into hiding and Jimmy was blown away by it all.

"Wow, this is…I don't even know where to start" Peter said

"Well I do" said the mayor "you and your friends have been all over the news, is this a team you're putting together Spider-Man"

"Yeah" answered Peter "but we don't have a name or anything so we're open to suggestions…so any questions" he addressed the crowd

At once hands shot into the air and dozens of people began to shout out suggestions for a name. Peter wasn't sure who to pick so he chose a young woman in the front row who was politely holding up her hand and not jumping around like an idiot.

"Uh you in the red sweater"

"Sally Floyd, Alternative Newsroom; are you aware that several members of your team are known mutants and that mutants are now illegal by federal law?"

'Oh crap'

At once the crowd went silent. Kitty and Bobby traded glances at each other while Jimmy narrowed his eyes at this woman. First impression: he didn't like her.

"Yes and uh yes"

"Aren't you worried about legal ramifications or the fact that there are orders to shoot mutants on site who use their powers?"

"A bit but not really, they do have super powers to defend themselves after all"

"Are you a mutant?"

"No I am not"

"And yet you have mutants on your team, so would you say that you're against the anti-mutant law?"

Peter stopped for a second and looked at the woman before him before looking out into the crowd. All eyes were on him and he knew he was on TV and got a strange feeling that he couldn't describe in a hundred years. He realized that the world was watching him and his next words could shape the very history of the planet and was leveled with the enormity of it all. He took a moment to gather his thoughts and took a deep breath before speaking.

"The new law states that it is illegal for mutants to exist, I say a law like that is disgusting. Hate only breeds more hate and the oppressed only lash out in desperation because they are oppressed into desperation. I can't tell you all what to do or how to think, all I can do is hopefully inspire you to use your power do the right thing. You all may think that you have no power but you do. We whether it's by action or inaction, are telling future generations that we are no different than the last. We're telling them that we believe it to be okay to hate others for being different. The people of this country passed a law, out of fear, that took a select few and said you aren't human, you have no rights and if you don't do as your told we will kill you, the last time a law like that existed it was called Slavery. Slavery once split this country in two and now the fight for mutant's rights might do the same thing. Right now we all are forming history. One hundred and fifty years ago we took a select group of people, thought of them as less than human and enslaved because they were different and it was accepted as normal. Seventy years ago the Nazi's persecuted others as a scapegoat and accepted it as being okay. And now mutants are declared inhuman because one man showed the world just how much evil it had created thru hate and intolerance. The world didn't like what it saw so it blamed those like him"

Kitty was amazed at Peter's words because he'd obviously been thinking about this a lot. The crowd was silent and a little uncomfortable with what their Hero was saying because it was 1: true and 2: describing most of them personally. Jimmy was a little taken aback, he hadn't known about his powers for that long but he had still hated that law so Peter's speech kicked him up a few levels in Jimmy's cool meter.

"Now you may think they deserve it or that it's not your fault that such a law was passed because you didn't vote" continued Peter "but think of it like this; when Magnetto set out to destroy the world the X-Men, a group of mutants, set out to stop him and because you didn't vote those who did where able to pass that law. When this moment in history is looked back upon in as little as 100 or even 50 years from now do you want to be remembered as hate mongers or people who for the first time in history said: 'We talk a lot about equality but we're constantly passing lass that prevent it, we realize that we were wrong to do so, we admit it and we apologize and will undo the damage that we've done so hopefully future generations won't make the same mistakes.' The second sentence of our declaration of independence states and I quote: We hold these truths to be self-evident, that all men are created equal, that they are endowed by their Creator with certain unalienable Rights, that among these are Life, Liberty and the pursuit of Happiness. I ask you this, how can we as human beings say we believe in this and yet pass such a law as to declare these rights null and void to some? "

The crowd was speechless. They came to a rally to celebrate not have a discussion over the right to life but thanks to Sally Floyd that's exactly what their little event had become. Peter's speech was broadcasting live to the country and was the most watched event since Michael Jackson's funeral so in less than a minute the internet was abuzz with discussion over Spider-Mans beliefs on mutant rights. Newsrooms were preparing to discuss it on their evening broadcast and Larry King was trying to book Spider-Man for his show. Pro-mutant web pages were trying to elect Spider-Man as their spokesperson whether he was a mutant or not and Peter had never been more right about how his words would change history.

It was amazing how one could affect the world.