A/N: Thanks for the reviews!
Here's my exciting Spiderman chapter. He's not technically an X-man but I thought he'd be fun. I hope to work him into future stories as well.

Chapter Three

Carly stuffed her plants and displays in the back seat of mom's Jag. She threw the last of her display into the trunk, slammed it shut, and hopped into the driver's seat, ready to get the heck out of here. Just as she started the engine, the passenger door opened and someone jumped in.

Carly stared at Lance in shock. He must have been watching her the whole time!

"Go! Go!" he shouted, buckling up and slamming his door. "Move!"

Carly threw the car in gear and peeled out, screeching through the parking lot and out into the street while Lance stared out the back. After a few blocks, he turned back. "All clear. Keep it steady, don't attract attention."

Carly nodded and snuck a peek at him. Damn, he was better than she even remembered, with a tight Captain America logo T-shirt and blue jeans. Face was a little stubbly but strong. Definitely Mr. Beef—

"Look out!"

She narrowly missed a pedestrian who turned and screamed at her. "Okay!"

Lance looked out all the windows for any sign of pursuit. "Jeez, Carly. I can't believe you entered the Science Fair just to see me. You should have seen Dad when he found out."

"What? You don't think I was in there for the Science? I even got a ribbon. You think I'm not smart enough?"

"No, no, I mean—"

Carly gripped the wheel with angry knuckles. Yeah, she had entered the fair for a chance to see him, but after all her work, it had become something more. She didn't need Ginger or Peter or even Lance looking down on her. "Well duh, I hoped I would bump into you, but I didn't plan on it." Well, she did. If only she'd taken the Science part more seriously, folks like Beast or even Ginger might have been able to help her.

Lance smiled. "Okay, okay. Nice going with the ribbon. You know, you're looking really good today, Carly. I maybe think science suits you." He reached out and drew a stray lock away from her face.

Carly grinned but her cheeks flushed with heat. How did he always make her feel so comfortable and uncomfortable at the same time? She could almost feel his gaze on her, burning lines in her face and lower. Did she look at all hot in this dress or frumpy? Was he checking her out enough or too much? Oh! What if it's too little? Is he even interested? Of course, he jumped in. Say something, quick. "So, how goes the beef business?"

Lance shook his head. "Tests, experiments. They've thrown away the radioactive meat theory. Now they're thinking mutant genetics or something. But it gets worse all the time. Every time I change, it takes longer until I get back. I basically sleep in a corral at this point so I don't hurt anyone, and I can't have any visitors, not even friends. I'm like a zoo animal."

"You got out today." For me. Carly gripped the wheel even harder, practically bending it. "It's not fair that they single you out because you're different."

"What about you? You have some kind of power thing, right? Don't you have trouble controlling it?"

Carly shook her head. "No." Her power waiting at her fingertips, longing to destroy all life, but all within her control. At least for now. Not that she didn't long to reach out the window and turn the surrounding fields into twisted heaps of decaying monster plants. "But maybe that's the thing. Maybe they need to 'let you out' or something so you can learn."

Lance sighed. "I don't think it's as much about me controlling it as figuring out how to let other people control it. They want rampaging bull on command like I'm in the circus."

Some kind of weird dune buggy zoomed by, almost clipping them. Carly honked at the idiot.

"I know what you mean. My 'organization' has plans for me, although they won't let me in on them. I won't have any choice in the matter, either. I've pledged my life or something."

They exchanged a look. Carly was about to ask what the heck they should do now when a red and blue blur landed on the hood with a thud. Carly slammed the brakes in a screech and the man in some kind of spider costume nearly tumbled off into the street. Acrid smoke curled off the tires.

The intruder yelled something unintelligible.

"What?"

Next to her, Lance was fuming, his face red, steam coming from his nostrils. "Carly, it's happening," he said in a rumble. "Do something."

Carly kicked her door open, rolled out, and leveled a gun at the spider-dude. Before she could do anything, threads shot from his wrist, snagged the gun, and yanked it away. She went for her knives but more of the threads snagged her fingers and glued them to her dress.

The invader yelled something while pointing at Lance. "Rlbs te gobzon no!"

"What?"

The masked man yanked off his spider mask. Damn if it wasn't the boy from the next booth of the Science Fair, Peter something with the icky spiders. What the heck? Was he some kind of agent, spying on her?

"God, I hate this thing," he said. "I said, 'release the Governor's son, right now.' There."

Carly struggled against the web that held her hands together. If she pulled to hard, she would rip off her entire dress. Curses! She glanced into the car. Lance sat there, fighting the change, fists clenched, eyes red, forehead throbbing.

"Trust me, you don't want me to release him."

Spider dude walked to the side of the car. "Whatevs. Come on, kid, out. I'm here to rescue you from Tomato Girl." He opened the door and Lance burst out.

Too late. Lance bellowed like a bull. Horns sprung from his head. His nose grew long, his arms formed hooves, and his increasing bulk ripped away his clothes. Thick hair erupted all over.

A full-sized bull, Lance pawed the ground, grunting and steaming, eyes on Peter. He bellowed and charged. Peter yelped, stuck his hand up, webbed a high branch, and slung himself into a nearby tree.

Bull-Lance stopped, growled at the man, and charged the base of the tree. He slammed it full-on, shaking the trunk with a THUD, but Peter stayed put.

"Holy cow," yelled Spider dude. "It's Bull-Hulk."

"That's what you get for messing with him," called Carly.

At the sound of her voice, Bull-Lance whipped around at her, eyeing her with bovine hate. The hooves pawed the ground, and the body squatted.

"Little help here," called Carly, arms still immobilized.

"That's what you get for kidnapping him," Spider-puss yelled back.

"I didn't kidnap him. He jumped in the car all by himself!"

Bull-Lance charged. Carly put the car between them, struggling to free her hands. "Come on, Peter, let me defend myself." Lance trotted past the car, but then Carly realized that if she kept this up, he'd overturn Mom's car…right on top of her. "Curses."

She had to do it. Carly ripped her hands free, tearing off her dress in the process, and the used her legs to force the threads off her hands using super-strength, ripping her skin and practically breaking her thumbs. She tossed her gooey dress away.

"Holy scrape!" yelled Peter. "Don't see that every day."

Carly rubbed her bleeding wrists, willing them to heal. She stood there in a bra and panties while Bull-Lance eyed her. He charged. This time as he dove to ram her, she jumped high, snagged some locks on his head, and slammed onto his back.

Now he was really incensed, bucking and stomping. He threw Carly off and she landed hard, almost breaking an ankle and getting a butt full of gravel scrapes for her trouble.

"Whoo!" yelled Peter from his safe tree. "Ride 'em Cowgirl!"

Carly was going to crush that spider once this was all over. "How about some help, superhero?"

"Hey, this is your mess. You stole him, he's your problem now."

"I just need to get on his back and stay on. Can you at least help with that?"

Peter sighed. "Sure. Just get him under me, and when you get on, I'll web you on tight. This should be good."

Carly ran under Peter's tree. "Come on, Lance, over here."

Bull-Lance still tromped in a circle, steaming and stomping, gouging the ground with his horns. He eyed some distant cars passing by and growled. She could not have him run out in traffic.

"Lance! Here!" Carly found a rock and tossed it at Lance, hitting him in the shoulder.

Bull was not happy. He turned to her, eyes now red slits. His hooves dug up large quantities of dirt. Carly suddenly thought of a Bugs Bunny episode, except this bull would gore more than celluloid film.

"You sure about this?" called Peter.

Bull-Lance charged like a runaway freight train. Carly tensed, ready to spring. Lance stampeded with all the power of a locomotive, half sounding like one. She suddenly thought better of the plan. As Lance arrived, head lowered to gore her, Carly jumped again, this time with Peter casting his web all over her and Lance, bonding her to his back.

Lance practically screamed in frustration, bucking and twisting and kicking. As long as he didn't roll onto his back, she'd be fine. She struggled up to his ear. "Lance, ssh. Ssh. Come on, Lance, calm, quiet."

Lance stopped bucking but he snorted angrily.

"Come on, Lance. Nice Lancey. Good boy." She kissed him behind his ear.

Like Jell-O in the microwave, Lance began to melt under her. The hair receded, the horns got sucked in, the hooves became hands and feet. He became human again, naked. He turned over, saw Carly above him, and pulled her lips to his.

They kissed, tied together by Peter's web. Lance rolled them over so he was on top of her, naked, she almost. His hands found her shoulders, her back, fumbled with her bra.

"Oh, come on, guys. Ew! This is not right."

Carly reached past Lance to the tree and forced it to grow, encasing Peter in a web of branches and leaves. Then she grew the grass around them six feet high, creating an impenetrable barrier. All she wanted to do was feel Lance's flesh against hers, feel his lips travel down her neck and shoulders, drink in his power.

"Hey," cried Peter. "This isn't fair. Let me out of here."

Lance looked down at her, eyes wide, body tense.

"Don't stop, please." Her hand caressed his face.

"Hello?" yelled Peter.

"I don't want to stop," said Lance.

"Then don't." She wanted him so bad, and she could tell the feeling was mutual. She pulled up to him, kissed his lips, pressed her body against his. He responded, but then pulled away again.

"I—I can't."

"Why?" Her body ached in ways she'd never felt before, hot and shaky with blood rushing everywhere.

Lance looked away for a second. "Because…I don't know what you are."

Carly gasped. "What?"

"They say you're a Hydra agent. How can I trust you?"

Carly suddenly felt super-undressed. "You jumped into my car. Why would you if you felt that way?"

"I just…" Lance closed his eyes. "I thought maybe you could help, but…"

"But what?" Anger and shame and desire all mixed together, sending her head spinning. What kind of game was Lance playing?

"Maybe you're just trying to recruit me."

Carly couldn't believe the emotions surging through her. Did he just call her something vile? She couldn't help it. She slapped his face, hard, with a bit of super strength.

"I just stopped you from a rampage. You could have gone onto that highway over there and seriously hurt people. And you think I'm playing with you, that this is some kind of game to me? Up yours, Conrad. Get some damn clothes on."

Carly yanked off the remaining web, scooted away, and turned from him.

"Carly, I—"

"Save it."

His hand lay on her shoulder, warm. She tensed but didn't pull away. "I just want to know that this thing between us is real, not some kind of Hydra plot to get to my dad or something."

Carly turned to him, fighting tears. "It's real, okay? I'm here with you, without any backup. If this was a plot, Peter wouldn't have been able to waylay us so easily. We'd already be in a safe house or something. This is all me, not Hydra, not anything. They didn't even know about the Science Fair."

"So…you're essentially defying Hydra to be with me…"

She put a hand on his shoulder, touched his face where she had struck him, tried to smile, tried to control her frothing emotions. "I'm here for you, and only for you."

"You guys are making me sick," yelled Peter. "I get it. You're in mushy love. I shouldn't interfere blah blah. Seriously, I need to pee. Can I get down already?"