It was nighttime at the institute when someone landed on a branch as they overlooked the institute.
This person was dressed in red and blue spandex. This was the Amazing Spider-Man.
"I've never been so frightened in my life." Spider-Man muttered as he flashed back to a test his friend Dr. Curt Connors ran on his DNA.
"I need to do more tests to be sure." Connors informed him. "But your DNA may have mutated permanently. You're changing. Into something that won't be human."
"Gotta find a cure." He muttered as he swung to the roof of the institute. "There's one man who may help me. People say he's the world's greatest expert on genetic mutations."
His spider sense went off as he sensed danger.
"Danger, but I don't see anything." Spider-Man didn't see a mechanical arm grab him and attach a metal straightjacket to him as he was thrown down the skyline and ended up in some underground bunker.
"Okay, Spidey, next time use the front door." He snarked to himself.
"Well, what do you know?" Wolverine arrived with the rest of the X-Men to confront the intruder. "Put out flypaper, catch a spider. Make one wrong move, please, and you're shish kabob."
Jubilee was in awe. "Spider-Man."
"Tell us, why are you here?" Storm requested.
"And how come you didn't use the doorbell?" Danny asked.
"None of your business!" Spider-Man snapped. "Who are you guys anyway?"
"Oh, well, I'm Danny Phantom." Danny introduced himself. "That's Cyclops, Jean Grey, Gambit, Rogue, Storm, Beast, Wolverine, and Jubilee. We're the X-Men, so, uh, how about telling us why you're here?"
"He ain't gonna talk." Wolverine went up to the spider and pulled out his claws. "How about we go digging for an explanation?"
"What an interesting plan, but what about this one?" Spider-Man broke out of his restraints and trapped him in his webbing as he went down a corridor.
He kicked open a door. "Nice, I come to the peaceful countryside, and I wind up in the Pentagon."
Danny phased them all out as Scott ordered everyone to chase him.
"Stop him!"
They all chased after Spider-Man, with Beast pressing a button on the wall.
This caused Spider-Man's spider sense to activate as he ducked out of a room before he was trapped in.
"Whoa! Close." He then ducked out of another room that tried the same trick. "Even closer." He then came to a section with several locked doors. "Gotta pick a door, any door."
"There he is!" Danny shouted as they all began to surround him.
Having no other choice, Spider-Man entered a random door and found himself outside. "New rule: never visit the Pentagon without a road map." He closed the door. "What's with those clowns anyway?"
"He's in the Danger Room." Wolverine said.
"Bad news." Gambit said. "I was in there practicing; I left it on."
"What program was running?" Scott asked.
"Deadly Sentinels." Gambit, said as everyone looked worried.
"Looks like we've got to save the spider before he gets squashed." Danny said.
Spider-Man was walking through the field as his spider sense went off again. "My spider sense is going crazy." He was then blasted by a beam of energy. "Whoa!"
He looked up to see two giant robots stare down at him.
"Ok, so I'm going to be a little late getting home." Spider-Man said to himself.
Spider-Man webbed their heads together. "Heads up, guys."
The Sentinels broke out of his webbing as they continued to fire at the arachnid before one was hit by Storm's lightning.
"Power of lightning strike again." Storm commanded as a Sentinel was hit by lightning once more.
"Wait, how does she do that?" Danny asked Rogue. "The clouds here are holograms."
"My guess is that the program is responding to Storm and sending holographic lightning." Rogue guessed.
Spider-Man held his hands out. "Um, power of web shooters, get real sticky." His web shooters weren't working, so he got out of the way of the Sentinels as the X-Men came in to deal with them.
"Been some time since we fought these things." Danny said as he blasted them with his ghost ray.
Rogue kicked one off its legs, while Beast and Wolverine jumped on top of two more and clawed their insides.
"Sorry, mon frere, but Gambit see no future for you in your cards." Gambit threw a couple cards at a Sentinel.
Scott fired his optic blast at one as he gave an order to Jean.
"Jean, go to the control room and turn this program off."
"On my way." Jean left the simulation and managed to shut the program off.
Spider-Man looked as the environment changed to the stale, cold one of the rest of the place as the Sentinel he was fighting disappeared.
"Huh? Guess the ride's over."
"Not for you, it ain't." Wolverine approached him, ready to start a fight.
"Enough!" Xavier came in as he went up to Spider-Man. "What do you want here?"
"I came to see you, Professor Charles Xavier." Spider-Man responded.
"So that's it." Spider-Man finished his explanation to Xavier in his office with the other X-Men present. "I'm mutating. Into what I don't know. Can you cure me?"
Xavier shook his head. "I'm sorry, Spider-Man. My work is not to cure mutants. I built this complex, this school to train them. I help them accept who and what they are."
"He can barely cure Wolverine's attitude." Danny said.
"Accepted?" Spider-Man said in disbelief. "But I don't want to be a freak."
Wolverine got in Spider-Man's face. "Watch your mouth, pal. Being a mutant is a gift."
"Well, what if this gift turns me into some kind of eight-legged monster?" Spider-Man retorted.
"Then it's a curse." Danny replied.
"I wish I had an answer for you." Xavier said. "I am sorry for your pain."
"Don't worry about my pain." Spider-Man said bitterly. "Worry about yours if I mutate into a dangerous creature and you have to stop me." He made his way to the window and opened it. "It's always the same. I can save the world ten times over, but when I need help, I'm on my own. Thanks. For nothing." He then left.
"Spider-Man! Don't go!" Jubilee cried. "He could be a big help to us."
"Forget it; he's too much of a loner." Wolverine said.
"I don't know that I agree, Wolverine." Beast interjected. "I found him somewhat reminiscent of you when you crossed our doorstep. Although he reminds me more of Danny with his constant quips."
Jubilee chuckled. "Yeah, they're like brothers. What do you think, Danny?" She saw that Danny wasn't in the room. "Danny? Where is he?"
Rogue rolled her eyes. "I swear I might have to put a bell on that man with how much he constantly vanishes."
As Spider-Man was leaving the institute, he was being watched by a kindred spirit.
Danny looked at Spider-Man with sympathy. He could understand what the guy was going through.
Wolverine came up behind him. "Good riddance."
"He needs our help." Danny said.
"Look, he ain't even a real mutant." Wolverine said. "He said it himself. It was an accident."
Danny glared at Wolverine and pointed at himself.
"Oh, sorry, bub." Wolverine rubbed the back of his neck. "You've been with us so long that I sometimes forget that you're not a mutant."
"Mutant or no mutant, he needs our help, and isn't that what X-Men do? Help people." Danny asked. "You may be content to sit back and let that guy suffer, Logan, but I won't. I'm helping him. I heard Beast mention this person in the Brand Corporation who studied mutant genetics. Maybe he can help Spider-Man."
"He's not like you, bub." Wolverine argued.
"And what makes you think you know me, Logan?" Danny challenged as he flew off after Spider-Man.
Wolverine sighed. "How am I going to explain this to Rogue?"
A limo drove to a warehouse, where it dropped off a man carrying a briefcase.
The man entered the building as he announced he was here.
"It's me. Landon."
"Hope you followed instructions." Another voice said. "Wouldn't want to tell Kingpin about double-crossing him."
"Don't do that!" Landon begged. "Please! I have no choice. I can't let him have my technology."
"Oh, spare me the sob story." The other person complained.
"Alright." Landon placed the briefcase on the floor. "Here's the money."
The other person stepped forward, revealing themselves to be the Hobgoblin, one of Spider-Man's enemies and a frequent criminal who has dealt with the Kingpin.
"Excellent." The Hobgoblin praised as he took the suitcase. "Now beat it. I want to be alone with all my favorite presents."
Landon ran out of the building as he hit a button on his watch. "I'm sorry, but you gave me no choice."
The building blew up as Landon got back into his limo and hightailed it out of there.
The Hobgoblin stood outside the building completely unscathed. "Nice try, Bucko, but the price for my silence just went up."
As Landon saw the smoke in the distance, he heard his phone ring.
"Hello?" Landon said.
"Landon." Came the voice of Wilson Fisk, the Kingpin of crime.
"Yes." Landon relied.
"My informants tell me that you have left the Brand Corporation premises." Kingpin said.
"Kingpin, are you spying on me?" Landon asked as he looked out the windows on the off chance that one of his men was watching.
"Of course." Kingpin said. "I like to keep a close eye on my investments. You should be working, bringing me faster results."
"The works going fine." Landon said. "Come to my press conference and hear for yourself, or send one of your informants." He hung up.
"How rude." Came the voice of Alistair Smythe, one of the Kingpin's helpers.
Kingpin, however, wasn't offended. "Genius deserves a little leeway, Smythe. If he can deliver an army of genetically altered super mutants willing to do my bidding, then I can tolerate a little rudeness."
"I don't trust him." Smythe said.
"You don't trust anyone." Kingpin retorted.
"And I'm usually right." Smythe stated.
Landon returned to the Brand Corporation premises, where he met up with a blonde woman.
"Everything's ready for the press conference, Mr. Landon." She informed him.
"Good work, Genevieve." Landon said.
"Mr. Landon, are you sure that now is the right time to go public with your genetic breakthroughs?" Genevieve asked.
"I like to delay it, but my chief investor needs reassurance." Landon said. "To get him off my back, I'll share some of my preliminary findings with the press for now. But my real work for the good of mankind won't be finished until I perform one final test."
Danny came across Spider-Man looking solemn.
"You look like you need someone to talk to." Danny said as he landed next to him. "Well, good for you; the doctor is in."
Spider-Man shot out a web. "I heard all I wanted to hear from you, X-People. Excuse me." He went to leave when Danny landed in front of him.
"I wasn't always an X-Man." Danny said. "I actually started out just like you. You see, I'm not a mutant."
Spider-Man was intrigued. "You're not?"
Danny shook his head. "Like you, I got my powers from an accident, and I've used them to protect my home from people who would wish it harm, despite the citizens hating me for my efforts."
"I know the feeling." Spider-Man said. "So how did you end up with those stuck-up jerks?"
"Hey, they're not that bad." Danny defended his friends. "It's Wolverine you just have to watch out for. The man isn't really known for his sensitivity."
Spider-Man snorted. "You're telling me."
"What I'm saying, Spider-Man, is that I know what it's like to carry the weight of the world on your shoulders alone." Danny said. "Feeling isolated from everyone as you try to balance your superhero life and your personal life only to sacrifice your personal one so that no one gets hurt."
Spider-Man felt like he could relate to Danny. He was surprised that Danny knew so much about what he was going through. If he didn't know better, he thought that he'd seen his entire life story. "You really do know what it's like to be me. You sure you're not a version of me from an alternate universe?"
Danny chuckled. "I haven't shot out any webs from my body so far, so I don't think so. Anyway, I know what you're going through. I know what it's like to be scared of what you could be. It's a fear I constantly have."
"Look, I appreciate the talk, Phantom. I really do." Spider-Man said. "But what's your point?"
"My point is that you're not alone." Danny said. "You can always reach out to someone for help. Like me."
"Can you help me with my problem?" Spider-Man asked.
"I can't, but I think I know someone who can." Danny said. "Beast mentioned this man named Herbert Landon who's part of the Brand Corporation. He's been studying mutations; maybe he can help you out. He's going to be at the convention hall tomorrow giving a speech."
As the two were talking, they didn't notice they were being watched by two armed men.
"Lewald, I see one." One of the men said as he stared at Spider-Man through a pair of binoculars. "Talk about luck."
"I knew that if we watched Xavier's property long enough, we'd find a mutant." Lewald said. "He's the world's top mutie lover."
"Is Spider-Man a mutant?" His comrade asked him.
"Who cares." Lewald said as he gestured to Danny. "That one is who we're after. He must be a mutant."
"Thanks, Phantom." Spider-Man said. "I think things may start to look up for me this time."
Danny gave Spider-Man a thumbs-up as he swung away. "Always happy to help a fellow hero."
As he turned to leave, Danny was confronted by the armed men, who fired on him.
Danny simply phased through their fire as he started to beat them up one by one.
"Is that all you idiots got?" Danny asked.
One man fired a stun gun at Danny when he wasn't looking as he fell to the ground. Luckily, he didn't turn human when he fell unconscious.
"He's stunned." The man said. "Get the net."
A net was thrown over Danny as he groaned.
"Call the boss." The man said. "Tell him we got what he needs. A real live mutant."
Spider-Man looked into the house of his love. Mary-Jane Watson was reading in her room, not knowing that Spider-Man was watching.
"Mary-Jane. Why do I torture myself with thoughts of us being together? But why would you want to be with a mutated thing like me? I should just leave here and spare everyone the pain."
He returned to his home, where he took off his costume, revealing his real identity. That of Peter Parker, a photographer working for the Daily Bugle. He looked in on his sleeping Aunt.
"I'm sorry, Aunt May." He said as he left her room. He then saw a photo of his late uncle. The man who taught him the meaning of responsibility.
"Uncle Ben." Peter said to the portrait. "Almost forgot to say goodbye to you."
He then flashed back to when he was a boy, fishing with his uncle.
"Did you think things were going to be easy, boy?" Ben asked his nephew, who was struggling to reel in his fish. "Huh? Did you?"
"But I can't do it, Uncle Ben." Peter protested. "You know my rotten luck."
"Boy, good or bad luck has nothing but the right or wrong mix of opportunity, preparation, and confidence." He smiled as Peter successfully caught his fish. "Now I know you're prepared because I had a hand in that. But son, what you lack is confidence."
Peter was now on top of the Brooklyn Bridge in his Spider-Man costume. He thought he could hear his Uncle's words right now.
"Peter, you can do anything as long as you don't give up on yourself."
"You always did believe in me, Uncle Ben." Spider-Man said. "And you always were right. I can't quit. I got to keep fighting."
He swung off into the city.
Jubilee and Cyclops were flying the Blackbird as Cyclops made the plane turn upside down.
"Cyclops, the engines are working fine now." Jubilee said. "Can't we please go back?"
"Ah, come on, Jubilee." Cyclops teased. "One more time."
"Blackbird, come in." Rogue's voice came over the communicator.
"Blackbird here." Cyclops answered.
"Have either of you seen Danny?" Rogue asked. "I haven't seen him since last night. It wasn't nice sleeping alone by myself, I can tell you that."
Scott nodded, feeling the same way when he had to sleep alone while Jean was out on a mission.
"You tried the planetarium?" Jubilee suggested. "Maybe he went to visit and fell asleep."
"He wouldn't have gone there unless he dragged me along." Rogue said. "Over and out." She ended communication as Wolverine came up to her.
"You seem awfully worried about Danny." Wolverine pointed out.
"He's my boyfriend, Logan." Rogue replied. "Of course I'm worried."
"Look, Rogue. I'll go scout out for his scent and bring him back." Wolverine offered.
"Alright." Rogue said. "Be safe."
"You know I never am." Wolverine said.
Rogue chuckled. "I know."
Wolverine was sniffing in the area where Danny's scent ended.
"Danny, Spider-Man, and a bunch of guys I've never smelled before." Wolverine said. "A stinking trap; that punk's gonna pay. Big time." He vowed, thinking that Spider-Man had led Danny into a trap.
Peter was in the convention hall talking with a classmate about the upcoming press conference.
"The Brand Corporation must have made a huge breakthrough on this mutie research." She said to him.
"Well, that's what I heard." Peter said.
"You don't think they let in any of those muties into this presentation, do you?" She asked. "I don't want to be within a thousand miles of those freaks."
"I'm surprised at you, Cecily. Really surprised." Peter left, disgusted with her prejudice.
Cecily sniffed. "Hah. Mutie lover."
Peter sat down as the presentation started.
"I now present Herbert Landon of the Brand Corporation." The announcer introduced Landon, who came out to a bunch of applause.
"Thank you, ladies and gentlemen." Landon thanked. "I stand before you today to announce the dawning of a new age. A new era in understanding of genetic factors which create the mutant strain."
Peter listened on in fascination. He always was a geek when it came to science.
"As most of you know, DNA, the microscopic strands of chemicals in every human and animal cell, contains the code for all of our physical traits." Landon informed. "But occasionally the strands are uniquely imperfect. And we call the result mutation. Because of the complexity and minute size of the strands, scientists have been unable to manipulate mutant DNA. Until now. Thanks to the newest generation of supercomputers, we at the Brand Corporation are on the verge of one of the greatest discoveries."
At this, Peter felt his spider sense go off as he looked up to see Hobgoblin fly in on his glider.
'Just when it was starting to get interesting.' Peter thought to himself.
Hobgoblin flew toward Landon. "Surprised, Landon? Don't be; there's no way you can hide from me." Hobgoblin fired beams of energy from his hand, destroying the stand.
'Hobgoblin?' Peter thought. 'I guess this meeting's adjourned.'
Hobgoblin lifted Landon off his feet. "Please. You didn't think I would fall for that exploding warehouse trick, did you? What kind of a fool do you take me for?"
Spider-Man used his web to snatch Landon from Hobgoblin's grasp.
"Personally, I wouldn't call you a fool." Spider-Man said. "That'd be an insult to fools everywhere." He climbed up the wall. "I'll take care of him."
"I didn't come here for you." Hobgoblin said. "But I'll gladly take a two for one." He threw one of his pumpkin bombs at Spider-Man, who dodged the projectile.
Spider-Man kicked the glider, knocking the villain off before his glider returned to catch him just in time.
"Air-achnid." Spider-Man joked. "The only way to fly."
"I'll take a rain check on my twofer." Hobgoblin started throwing more pumpkin bombs at the ceiling as people ran for their lives.
"Remember, Landon." Hobgoblin reminded. "We still got our arrangement, but now I intend to quintuple your P." He laughed as he left the collapsing building.
"The ceiling!" Spider-Man tried to use his webs to keep it from falling. "I got to keep it from falling long enough for the crowd to get out. Hang together. Hang together!"
Landon went up to Genevieve. "We must leave."
She pointed to Spider-Man. "We have to help him. He risked his life to save you."
"There's nothing we can do." Landon ran off.
"It's collapsing." Spider-Man said as his webs started to break from the strain of the ceiling. "I failed." He then felt some force keep it in place. "Huh?" Not questioning this, he swung out of the way as the ceiling fell down, thankfully not hurting anyone.
Spider-Man overlooked the damage. "Something held the ceiling up long enough for me to get out of the way. But what?"
Spider-Man saw Landon fly off in his helicopter. "Well, Landon got away okay. I wonder why Hobgoblin's after him. One thing's for sure: Hobgoblin won't quit. He'll chase Landon back to the Brand Corporation."
Spider-Man overlooked the premises of the Brand Corporation.
"Seems quiet enough." Spider-Man mused.
Danny woke up to find himself in some high-tech bird cage with bars glowing with blue energy.
"I wouldn't try to escape." Landon said as he walked up to him with Genevieve in tow. "Or we will increase the voltage."
"Who the hell are you?" Danny demanded. He knew he could escape easily, but he wanted to know who this idiot was. He always liked a name to go with the faces he pummeled.
"I am Herbert Landon of the Brand Corporation, a corporation that is being used to help in the destruction of all mutants.
"Great, another bigot." Danny muttered. "Just what this world needs."
Landon gestured to the vat filled with a bubbling chemical. "This chemical was designed by me to reduce the physio-electric energy of mutant DNA, unraveling it into nothingness. It will make mutant cells turn against them and destroy their many bodies. The human race will be purified once more."
"Whatever you say, Adolf." Danny said sarcastically.
"And to make sure it works, I'm going to test it on you." Landon said. "My mutant friend."
Landon was about to press a button on a switch he had when he heard Danny break down into laughter.
"What's so funny?" Landon demanded.
"I'm sorry, but I couldn't help but laugh; you got the wrong guy." Danny said in between his laughs.
"Well, you won't be laughing once I test this on you." Landon said. "Ironic, though, that this wouldn't have been possible unless I had the help of a mutant. I'm sure you're familiar with Dr. Henry McCoy."
Danny shook his head. "Beast really needs to be careful with who he makes friends with."
"He and I once worked together to find a cure." Landon revealed. "But he instead embraced his abnormality and became that blue freak. And now his work will be your undoing." Landon then started laughing maniacally.
"You really need to work on that evil laugh of yours." Danny commented.
As Spider-Man was waiting for Hobgoblin to show up at the Brand Corporation, he felt his spider sense go off.
Looking to his right, he saw Hobgoblin fly by.
"Ah, at last." Spider-Man went after him. "Got to time this just right."
He shot a web at a wall in front of Hobgoblin's path.
"No!" Hobgoblin tried to avoid it, but it was too late, as he was knocked off his glider and fell into a dumpster.
"Surprise, Hobby." Spider-Man lowered himself to the ground.
"You?" Hobgoblin exclaimed. "How did you know I'd come here?" He threw a pumpkin bomb at Spider-Man.
"Lucky guess." Spider-Man caught the weapon with his web and threw it back at Hobgoblin, who jumped out of the dumpster as it exploded.
Spider-Man then grabbed Hobgoblin by the hood. "No more tricks. Now tell me. Why do you want to destroy Landon?"
"You clown." Hobgoblin insulted. "I don't want to hurt him. He's my bankroll. He's paying me to keep my mouth shut. I know his dirty little secret."
"What secret?" Spider-Man threw him to the ground.
"Landon has a hidden agenda." Hobgoblin revealed. "He's going to destroy all mutants. Every last three-eyed, six-legged, four-nosed one of them."
"I don't believe you." Spider-Man said. He pulled on his mask. "Maybe if I look into your baby blues."
"Spider-Man!" Wolverine's voice came from behind him.
Spider-Man turned around to confront the angry mutant.
"What have you done to Phantom?" Wolverine demanded.
"I don't know what you're talking about." Spider-Man replied as Hobgoblin snuck away.
"Yeah, sure." Wolverine said skeptically. "He told you about this place; that's how I knew to find you here. Looks like your memory needs a little help." He pulled out his claws and charged at Spider-Man, who threw him over his shoulder into a pile of garbage as Hobgoblin got back on his glider.
Hobgoblin laughed as he saw the two heroes fight. "How entertaining. A fight to the bitter end. Problem is, in this fight nobody's gonna win." He pulled out another pumpkin bomb. "Except me."