Disclaimer: I don't own Danny Phantom or Ultimate Marvel

Chapter 13: Catching Up (Edited)

'Time to find Rogue' Danny thought to himself as he opened his eyes.

After he had returned from his mission to Attilan he realized that he gained the knowledge to enter the dreams of people that he knew. It gave him something to look forward to while he is stuck with his parents during the holidays.

His first choice for the person to visit is Rogue.

He found himself in front of the Xavier mansion. He would have started walking up the steps but instead turned and started walking towards the garden. It was as if he knew that he would find Rogue there.

In the garden he found an older version of himself reading poetry to Rogue as they sat in the shade under a large tree. He was wearing a tan suit and she was wearing a green hoodie and tight black pants.

He walked into the older version of himself and overshadowed him gaining control.

"Is something the matter?" Rogue asked.

"Nothing." Danny said as he touched Rogue's cheek and made her aware of the dream.

"What's going on?" Rogue asked as she looked around.

"I learned a new trick." Danny said pulling her up with a smile. "I wanted to show you."

"Ah missed you." Rogue said throwing her hands around Danny for a hug.

"I missed you too." Danny said.

"Your vacation is going that horrible?" Rogue asked.

"It took turns that I was not expecting." Danny said as he thought over the previous days.

"Like how?" Rogue asked.

"We can talk about it later." Danny said shaking his head. "This is our time. Is there anything that you would like to do? In this world we can."

"I have wondered what it would be like to fly." Rogue said.

"Really?" Danny asked.

He thought that she might want to walk through gothic castles. Or take a boat ride through Venice.

"It was not a power ah had gained while working with Weapon X and so it is still something I have always wanted to do." Rogue said.

"We can do that." Danny said. "Do you want to change first? Just think and it will happen."

Rogue looked down to see her clothes. She nodded and snapped her fingers. Her clothes changed to a dark top and had dark sleeves covering her arms and dark shoes.

Spreading from her back were fairy wings.

"I like this." Rogue said as her wings started fluttering.

"Let's see how fast they can take you." Danny said as he started floating off from Xavier school and into the sky.

"That sounds like a challenge." Rogue said before she flew past him.

"That was such a cheap move." Danny said as he flew after her and through the city of New York.

He was using the memories he had of his patrol to make it seem similar. Well as similar as it could be when there were no people walking about or cars going down the streets.

"This is wonderful!" Rogue cheered as she flew upwards of the Daily Bugle.

"It is one of my most favorite powers." Danny said as he watched the smile on her face.

He had no idea why Bobby thought that she was scary. She was just a girl that did not have much fun in her life.

"I can see why. You have the freedom to just go anywhere you want." Rogue said.

"Yeah, with my life so busy there are times that I just want to go and fly." Danny said as he flew higher into the sky to the point that even the cars looked like small blocks.

The two of them could hear whatever the other was saying without being close to the other.

"It must be so awesome that you can see sights like this whenever you want." Rogue said.

"I feel better when I am her with you." Danny said as he let Rogue's shoulder rest on his head while they looked at the sunset. "Come with mee."

He held out his hand as he floated into the air.

"What's going on?" Rogue asked.

"I wanted to show you this Italian place I found." Danny said as she grabbed his hand.

He could shift the dream there, but he wanted to enjoy the flight. He also had memories about a movie called Lady and the Tramp. The spaghetti scene seemed fun and a good excuse as any to kiss Rogue.

"That sounds nice." Rogue said.

0-0-0-0-0-0

"Ah can't believe it." Rogue said as he told her of his adventure to Attilan and of the Inhumans.

He created images of the planet so she could actually picture the people and cities.

"I know right. Aliens are real." Danny said grateful to have someone he actually liked to talk to.

Skulker and Technus may have not done anything to him in this universe but that did not mean they would get along outside of the Christmas holiday.

"I am more focused on an entire world where people with powers don't have to hide in fear." Rogue said. "Every time Ah turned on the news, she saw someone ranting against mutants and how they should be locked up. The Friends of Humanity, The Mutant Response Division, it all just seemed like despite all the interviews Xavier was giving that humanity did not trust them."

"I wish that we could do something more about it." Danny said as he frowned.

"Let's focus on other things." Rogue said as she moved to hold his hands. "I did not want to spend the time they had together feeling sad."

"How do you feel about the spaghetti?" Danny asked.

This realm was formed from their dreams and memories so if either of them remembered how something they ate tasted when they ate the food, they could share the taste. It would make them hungry when they woke up though.

0-0-0-0-0-0

"Where are we going?" Rogue asked as she followed behind Danny to his house.

"I know that you have told me that you are fine with me being with Kitty and so I wanted to see how far that went." Danny said as he opened the door, and they went down to one of the rooms in his basement.

"Danny? Rogue?" Kitty asked as she looked at them.

"Is she the real version or conjured up?" Rogue asked. She was chained to the wall but was making no effort to break free.

"She is a version that I have conjured up, but she would react how I think the real Kitty would." Danny said.

"C'mon guys help me out of here." Kitty said as she started pulling on the chains binding her.

(Lemon Begins)

"This sounds fun." Rogue said as her eyes darkened with lust.

She knew what Kitty had been doing with Danny in their dates and a part of her wanted revenge.

"We should change our clothes." Danny said as he snapped his fingers.

His shirt, shoes, and socks were vanished and for Rogue, he left her in tight gloves that covered her arm up to her biceps, socks that left her soles and her toes free, and a thong that showed her wonderful ass cheeks. She had no other clothes on.

"How do Ah look?" Rogue asked as she presented herself to him but looked away with a blush then let out a moan as he grasped her breasts.

"You look wonderful I can barely keep my hands off of you." Danny said as he looked at Rogue's face and his face moved down her neck to her choker.

"Can you make her more jealous?" Rogue asked.

"Sure." Danny said and they watched as Kitty blushed and tried to look away as they moved in front of her, but her eyes kept being dragged back to them.

"Yep. One day we are going to be together so we should try and get ready for the day this happens when we are awake." Danny said as he kissed Rogue.

"Ah think your friend wants to come out." Rogue said as she went to her knees and dragged down his pants and his boxers to the floor.

"Then you should say hello." Danny said and watched as Rogue grabbed a hold of his penis.

"Alright." Rogue said as she brought the shaft to her mouth and gave his penis a lick.

"That feels wonderful." Danny said.

"It is only the start shugah." Rogue said as she pulled back before taking his penis deep into her mouth and sucked on it tightly.

"You guys are so mean. I want to join." Kitty said as she tried to move from her position chained to the wall.

"Not yet. You are here to watch." Rogue said looking at her before she turned around to get back to pleasing Danny.

"Turn around." Danny said as he pulled her up and brought her towards Kitty as he put his dick between her thighs and started thrusting.

He could feel his dick getting slicker as Rogue's juices dripped through her thong. He could see the sweat that was pouring off of Rogue.

"You look so jealous." Rogue said as she looked towards Kitty who was squirming and rubbing her legs together.

"Do you think that we should let her join in?" Danny asked as he placed his fingers on her chin and turned her head so that she would look at him.

"Not yet. I want to see how she looks like when overcome with desire." Rogue said before she moaned as he grabbed her tits and thrusted harder.

She fell forward and placed her arms around the wall around Kitty to keep her balance.

"Ahhh." Kitty said as Danny's cum landed on her face. Her breathing grew heavier as the smell of it fill her nostrils. It caused her to seize up and cum.

"Such a slutty girl." Rogue said with a smile.

"I wish that we went to the same school. That way we could stay after school and have sex in every room." Danny said as he grabbed her ass cheeks.

They had filled out a lot due to her workouts and danger room exercises.

"Seems like someone decided to be naughty." Danny said as he looked down at Kitty who had moved forward and started to take his dick into her mouth.

"Seems like someone has broken a rule and needs to be punished." Rogue said as she moved Kitty's head back despite her effort to hold on.

"What do you think that it should be?" Danny asked.

"I think that she should have to watch as we have sex while she is tormented by a vibrator that never allows her release." Rogue said.

"Alright but to make it even better every orgasm you have a letter will appear on kitty." Danny said as he moved them over to a blanket and removed Rogue's thong.

"What is it going to spell?" Rogue asked.

"That is going to be a surprise." Danny said. The sentence was going to spell 'I love Rogue.'.

"That sounds wonderful." Rogue said before she began bouncing up and down on his cock.

(Lemon End)

0-0-0-0-0-0

"Do you want some help, Master Daniel?" Simon asked.

"I am fine John I am just going to make a sandwich." Danny his robotic butler who went back to cleaning the house as he walked into the kitchen.

Danny felt his eye twitch as he looked at the report card held to the refrigerator by a magnet.

His backstory informed him that it had been an attempt to see if his parent's cared if he got d's for a straight semester. Instead of acting concerned Spectra had decided to use it as a point of ridicule. Vlad had not even paid attention to it as he was busy with work.

He certainly believed that they were going to bring it up some point during this vacation.

His phones started ringing.

"What's up?" Danny asked.

"Can we talk?" Mary Jane asked.

She sounded upset.

"What about?" Danny asked telekinetically holding his phone as he started getting ingredients to make his sandwich.

Could it have been problems with her dad?

That made no sense. He should still be overshadowed and out of the country for a few more weeks. The story they had told his family was that he had come into a job opportunity that he just could not ignore and so he had to leave instead of spending the holidays with his family.

That would give them so peace and quiet.

The problem about what to do afterwards is what he was still split on. The part of him that came from Vlad believed that he should have the man die while he was abroad so that there were no loose ends. Just let the family believe that it was an accident, and he was at the wrong place at the worst time. Maybe they would believe that it was karma finally getting him? The part that had come from Danny was resistant to the idea. that despite the man's faults he did not deserve to die for his schemes. That he should be allowed to return home and allowed to be arrested by the police.

"It's about Peter." Mary Jane said.

"What has happened to Peter?" Danny asked.

What had he done now?

"I had not seen him in a while and so I was going into his basement to check on him when I heard him yelling and breaking things." Mary Jane said. "The moment that I asked him what was causing him to be so mad he had started shouting at me." Mary Jane said.

"Really?" Danny asked.

He wondered what the reason was. It was not normal behavior for him to do that.

"Do you have any idea what might have caused this?" Danny asked.

"It looked like he was about to punch a hole in something." Mary Jane said. "He reminded me of my dad."

"Do you want me to come and hang with you?" Danny asked.

"I couldn't ask you to take a plane ride back to New York just to see that I am alright." Mary Jane said.

"I could arrive faster than any plane." Danny said. "I could have John make us two hot chocolates and we could watch a favorite movie of yours."

He would be glad to be as far away from Vlad and Spectra as possible.

"I'll be fine." Mary Jane said.

"If, you are sure." Danny said.

"Thanks. I just needed someone to listen." Mary Jane said as she hung up the phone.

Of course, that was the moment when his Ultimate's I.D. card activated.

Looks like he was going to New York after all.

0-0-0-0-0-0

(S.H.I.E.L.D. Triskelion)

"What's going on?" Danny asked as he appeared before the agent running through the halls.

On the outside the base may have looked quiet but on the inside, there were alarms going off everywhere.

"Jeezy Pete." Cyril Figgis said while gripping his heart.

"Sorry did not mean to scare you." Danny said. "Any idea what it is about?"

Agents were running about in a panic. If they were not careful people could get hurt.

"Fury ordered a meeting in the conference room." Cyrill said.

"Did someone eat all the donuts in the break room?" Danny asked with a smile.

"Not the time. Whatever this is seems to be serious." Cyril said running through a door and taking a right turn.

"Alright I understand." Danny said.

"Phantom what are you doing here?" Lana Kane asked.

"Lana!" Cyril cried out as he ran to hug her.

"Trying to figure out why everyone is panicking." Danny said.

It seemed like the two of them were dating. He was not going to say anything, but it was very obvious that Lana was out of Cyril league.

"I have no idea. Fury is waiting for everyone to arrive before telling us." Lana said.

"What's going on?" Another agent asked as he ran to them.

"Archer what are you doing here?" Lana asked.

"Weren't you on some secret mission?" Cyril asked.

"I finished it and writing my report and was on my way to getting a drink when all this bullshit started happening." Archer said. "What's going on?"

"No idea." Danny said shrugging.

"Then let's go find out what are you guys waiting in the hall for? I got stuff to do." Archer said before running off.

"Is he like that all the time?" Danny asked.

He had yet to go on mission with the agents, but he was not looking forward to working with him.

"Oh yeah." Lana said. 'I cannot not believe that I dated him for six months.'

"He's horrible." Cyril said. 'I hate working missions with the man. He always found some way to make me feel like an idiot.'

0-0-0-0-0-0-0

"So, what is the situation?" Danny asked as he sat at the table around the other Ultimates.

There were plenty of alarms going off at the Triskelion, but the agents had rushed him up here before he was able to ask any of them what was going on.

"It seems that there are a huge cluster of meteoroids that are going to crash into the east coast." Fury asked.

"That sounds horrible." Danny said. "That is where I kept most of my stuff."

"I think we are all in agreement that going the way of the dinosaurs would be bad." Tony said.

"Not funny. S.H.I.E.L.D. scientists expect the smaller pieces to burn up in the atmosphere. However, if these larger rocks make survive and make contact the death toll is going to be immense." Nick Fury said. "Situations like these are why I created this team and what I needed right now are solutions. Not jokes and smart remarks."

"What are we going to do about it?" Hank asked.

"Unless one of you can go into to space and blow them up, we are going to have to find a way to minimize the damage." Fury said.

"I can survive in space." Danny said gaining their attention.

"What?" Janet asked.

"You can?" Hank asked.

He sounded interested lie he wanted to run tests on him and figure out how his biology worked. He really did not want to deal with a new mad scientist.

"Sure. I would need to go and get equipment from my place but after that I can head straight to the meteoroids." Danny said.

If he was a full ghost, he would not even need that.

"Where do you live? Some abandoned castle? Haunted bowling lane? Cursed minigolf park?" Tony asked.

"No. My lair is way better than that and no I am not telling you where it is." Danny answered.

"You have a lair?" Janet asked.

"All ghosts have a lair. A place where we can relax and design to our wishes." Danny said. "Once I am in space, I can blow the meteoroids to pieces long before they come anywhere near the planet."

He had faith in his flying, but it would be better if they had something that could cut the time, he needed to reach orbit down.

"What are we going to do while you are doing that?" Janet asked.

"You guys are going to follow him into space." Nick Fury said.

"How exactly are we going to do that?" Steve asked.

"Stark can answer that." Fury said glancing at him.

"It just so happens that I have been working on something I think that you will all find interesting." Tony said as he projected a hologram of his project.

"Is that a plane?" Danny asked.

"I call it the Quinjet." Tony said with pride in his voice. "It is an upgrade of the old S.H.I.E.L.D. Quadjet."

"This ship is capable of flying past the Erath's orbit and taking into space?" Steve asked with wonder in his voice.

'Right, he was in ice before the first man stepped on the moon.' Danny thought to himself.

He rarely paid attention to the man, but it seems that S.H.I.E.L.D had yet to get him updated on the changes since he was frozen.

"The Quinjet could hook around the sun, fly past Pluto and come back to New York before the end of the week." Tony boasted. "Soon it could probably do it in a little over an hour."

"Great. You will make sure the meteoroids blow up long before it comes near the planet." Fury said. "Currently the rocks were still in the range of Jupiter."

"You guys' pack what you need for the mission, and we meet in the hangar." Danny said.

He would send a duplicate to go and pick up what he needed from his house.

"You know the plan Ultimates. Move out." Fury said.

"There is something that I need to tell you though." Danny said as he looked at Fury once the others were gone.

He did not trust the man but he was in charge of protecting the country so he figured that he should know in case Magneto tried attacking the White House again.

"What is it?" Fury asked. 'What else do I have to deal with?'

"Magneto is still alive." Danny said deciding to just drop the heavy information as if it were a boat anchor.

"What are you talking about?" Fury asked with a wide eye. 'That is the worst possible sentence in the world.'

"A friend of mine told me that Magneto is still alive. Charles Xavier did not kill him. Just made the world think he did." Danny answered.

"How would your friend know this?" Fury asked.

"He has special gifts that let him know things." Danny answered being vague on purpose.

He did not need Fury looking to find Clockwork for answers to all the possible problems that he could have.

"How certain is your friend?" Fury asked. "If you are right than they had major problems and he would have to find some way to deal with this."

"Very certain and it is very likely that soon he will be a problem for all of us." Danny said.

"Just great." Fury said raising his hand to his head.

"You are going to have to be careful. If this got out, then it would certainly set the human-mutant cause back decades." Danny said.

"It is worse than that. The government already feared telepaths altering their minds and influencing the president. If they learn that Charles Xavier had and does perform such feats, they are going to start panicking." Fury said. 'The President's cabinet already thought he was under the influence of Xavier. Learning of this would only give more credence to the doubt.'

"How do you want to handle this?" Danny asked.

"We will discuss this later when you get back from your mission." Fury said. "First let's try to save this country from this disaster before moving on to a future one."

"I'll go get what we need." Danny said.

0-0-0-0-0-0

"Phantom, we are here." Janet said as she looked at the approaching meteoroids.

She and Hank were in the driver's seat but in case of emergency the thing could be put on autopilot. Iron-Man was connected to the weapon system on the Quinjet so that on the chance that some made it past Phantom that they could blow it up.

"Great." Danny said as he turned to face the Quinjet that was hovering a few feet away from him.

"What type of weapon is that?" Tony asked.

"This gun absorbs the ecto-energy I release and increases the output to greater than what I could manage on my own." Danny said.

"Are you sure that you can do this?" Steve asked looking back at him.

"Yeah. I can finish this in less time than a Saturday morning cartoon." Danny said.

"Take this seriously." Nick Fury said over their communicator.

"I am." Danny said as he split the duplicates around him and took aim.

He was the only one that had a weapon as giving it to the duplicates would just waste their energy faster. They were better off just using charged up ecto-rays. "Iron Man make sure that no meteoroids escape me."

The moment that the other duplicates hit them there was a chance they could break down and spin off in random directions. Hank and Tony were to make sure that they did not come near Earth.

"On it." Tony said as he had the ship lock on to the rocks. "Ready kid?"

"Like a kid at a candy store." Danny said as he started to glow brighter.

If the people of Earth had telescopes aimed in their direction, they would probably see a bright green light.

"This is so awesome." Janet said.

"I know right." Danny said as he fired and watched how the rock in front of him crumbled and shattered. "Tony when we get back, I want you to make a poster of this."

There was a lot of money to be made off this adventure in regard to publicity and merchandise. If anyone was going to benefit from it, then it better be him. The part of him that was Danny told him that he should not try to take advantage of his adventures. That people's life counted on him doing the job right. The part of him that was Vlad told him to ignore that That if he is going to save the world that he should profit from it.

"You can't return home just yet." Fury said.

"What do you mean?" Giant-Man asked.

"Yeah, I broke the meteoroids so small that poodles could use them as earrings." Danny said.

"One more object is headed your way." Fury said.

"An object? Another meteoroid?" Giant-Man asked.

"No. It looks more like a ship." Nick Fury answered.

"Great now we have to deal with aliens?" Giant-Man asked.

'I really hope it is not like a Viltrumite.' Danny thought to himself.

He may like the comic series, but he was in no mood to deal with an actual alien with the intentions to conquer the planet. "Should we blow up this ship heading towards earth?"

"You can't be serious?" Janet asked.

"This is the first example of alien life." Hank said backing up his wife. "This could cause numerous leaps in the field of science."

"Not the first time we have encountered alien life." Steve said. "This could be the start of an invasion."

"You fought aliens during WWII?" Tony asked. "Little green men. Now that is a story that I want to hear."

"They weren't little." Steve said.

You could hear the scowl in his voice.

"I agree with Iron Man." Danny said.

"According to reports these meteors are planet sized. What are the chances that it was a planet that had been blown up by whatever is coming our way?" Fury asked.

"What if we are dealing with a refugee or a traveler?" Janet asked. "It would be amazing to learn what life was like beyond their planet."

"It does not matter anymore." Nick Fury said.

"What?" Danny asked.

"Fury." Wasp said disapprovingly.

"I mean that whatever was heading our way just disappeared." Nick Fury said.

"Is that a good thing or a bad thing?" Stark asked.

"I do not know but I have a feeling it is very bad." Danny said.

"Whatever it is as long as we are united, we can deal with it." Steve said.

"Come back in kid." Stark said. "Time to go home."