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

Chapter 17: Spying on Friends (Edited)

Danny opened his eyes and looked at the body that is holding on to him tightly like she refuses to let go.

'Part of me feels terrible for this.' He thought as he ran his hand through Mary Jane's red hair.

After letting her cry on his shoulder, he had offered her one of the guest rooms to stay in. She had refused his offer and held on to him even tighter. Seeing that he just allowed her to treat him like a teddy bear till she fell asleep. He brought her up to his room so they could sleep on a bed and not the couch. He knew that he would need Mary Jane's help but as Clockwork had yet to tell him how he wondered if all of this was truly necessary?

He watched as she started twitching in her sleep.

'I wonder what is going on in her head?' Danny asked as he looked into at her sleeping head.

Feeling the temptation, he used his powers to enter her dream.

(Mary Jane's Dream)

Danny landed on top of a building and took a look around Mary Jane's version of the city.

As he took in the view, he could tell that it was a darker place than the actual New York City. The streetlights were more akin to the dim bulbs that were in their classrooms at midtown high. The sidewalks were cracked, and the roads were filled with potholes. The billboard atop the buildings had peeled images of Mary Jane atop them. They were advertisements for different products.

'I really hope that this is just a random nightmare.' Danny thought as he teleported to the street and started walking to where he knew Mary Jane is.

Walking down the street he could see there were magazines lying about in the street with her face on them. Looking up he could see that the electronic billboards held pictures of her father. They were basically larger version of the milk carton ads for missing children.

It seems that even though Mary Jane still missed him even though all the man did for his family was to bring them pain. He found himself walking down the same street where he and others had gone during the Ember concert.

Danny waved his hand and caused the line to vanish so he could walk through without waiting for the others to pass.

He passed through the doors that lead to the concert and music blasted out. He saw that people were dancing around without a care. Many of them were from the school. He doubted that they could actually hear what song Ember was singing. It was not one of hers. If he is remembering right, it was a song from a CD Mary Jane had bought when they had gone to the mall together.

It was not a happy song.

She never slows down.

She doesn't know why,

"Hey Danny." Liz said as she noticed him walking through.

She was wearing a dark red jacket, white top and a tight pants dancing with Harry wearing a green shirt with black jeans.

"I see that you two are having fun." Danny said in response as he walked through.

but she knows that when she's all alone

feels like it's all coming down.

She won't turn around.

The shadows are long

Danny saw Peter sulking and brooding as he looked at Gwen dancing in a pink top and black jeans around a group of guys from the school. It seems that Mary Jane dislike of Peter's new habits and her fears of what he was involved in are altering how Mary Jane views his relationship with Gwen going.

Gwen looked happier than he had seen her in quite a while. The one in reality was still resentful of the fact that her mother had run away from them. According to Gwen she had yet to call her and explain where she was or what caused her to leave.

and she's fears if she cries

that first tear the tears will not stop raining down.

He ignored the music as he walked through the crowd of teenagers. He eventually found her dancing alongside her dream version of him.

Whoa.' Danny thought as he looked at Mary Jane.

She is dressed in a way that he had never seen her before. Her long red hair had been dyed black and cut short, she was wearing a top that only covered down from the middle of her chest to a bit above her stomach, and a very short skirt. If she wore this during school, he knew that he and the other boys in their class would not be able to focus on the lessons.

He watched as the dream version of him placed his hands on her hips.

"What's the matter Danny." Mary Jane asked as she looked up at him

"I think that you look wonderful." Dream Danny said.

"Really?" Mary Jane said as she smiled with a blush that matched her hair.

"You look so amazing." Dream Danny said. "It's hard for me to keep my hands away from you."

He felt like stepping in and possessing his dream version but was also curious to see how this was going to play out.

"Then don't " Mary Jane said moving in for a kiss.

Before that could happen though her phone rang.

"Yes?" Mary Jane asked as she answered.

Danny did not know what was being said but whatever it was scared Mary Jane.

"What's the matter?" Dream Danny asked.

"Sorry Danny but I have to go." Mary Jane said breaking off and running out of the concert hall.

'Now is the time.' Danny thought as he went to the dream version of him and took over his body.

He went outside following Mary Jane.

He saw her walking down the street where he bought Mary Jane her cellphone case. Then she turned down the alley where he fought the overshadowed gangsters and found her standing in front of a trio of goons. Not teenagers this time but grown adults.

"Where is my mother?" Mary Jane asked.

"That's a rather rude way to say hello." The man in the middle said.

He had a mafia suit and bright blue hair. A weird combination but maybe he was a reference of something that she watched.

"Yeah, didn't your father teach you respect before he left?" The man on the right said.

He was the shortest of the group and had spiky dark hair.

"Where is she?" Mary Jane asked the three men in suits ignoring their taunting.

"Your father owes us a lot of money and he has run off to avoid paying us." The man on the left said.

He was the biggest out of the group and had the most muscle. His sideburns were black but the hair on top of his head is brown.

"That's why we had to look deeper. Look for any family that may like him enough to pay his bill" The man in the middle said.

"So, you figure you force his wife and daughter to cough up the money?" Mary Jane asked looking around the men in the alley.

"Our boss want his money and he figures that you would love to help once you are properly motivated." The man in the middle said as he shrugged with one hand.

"How would we do that?" Mary Jane asked.

"Yeah. I'm pretty sure we can come to some sort of agreement." The man on the left said walking up to Mary Jane and lifting her head from her chin.

Clear sign that he needs to intervene right about now. Many of Kitty's porn ideas started like this. Both the ones that had happy endings and the bad ones. She liked to have them shifted up every once in a while.

"Alright guys how about you three leave the lady alone and go on your way." Danny said as walked into the alley. "Otherwise, I am going to have to get violent.".

"Who are you?" The man on the right asked.

"Someone you don't want to mess with." Danny said his eyes glowing green.

He made sure they ran off as his eye changed colors. He did not know when Mary Jane was going to wake up so he figured she should spend as much time in a happy dream as possible.

"Thanks Danny." Mary Jane said as she brought him closer and kissed him.

"I would certainly enjoy getting more of those." Danny said after they broke apart.

"Then come here." Mary Jane said bringing him for another kiss.

He then shifted the scene so that they wound up in Mary Jane's room.

(Lemon Begins)

"You look amazing." Danny said as he caused the belts on her top to break apart.

"Then why are you taking my clothes off?" Mary Jane asked as she took off her shoes and pulled her skirt down.

"Because I want to see what is under them even more." Danny said as she walked over and sat on his lap in just her panties.

"There is no need to rush." Mary Jane said as she brought his head to her breasts.

"With something as beautiful as you I can't help myself." Danny said kissing her breasts before moving to give her lips a kiss as well.

"Then let me show you what patience can bring." Mary Jane said breaking off the kiss and moving down to his pants.

Danny could see Mary Jane unbutton is pants then pull down the zipper with her teeth.

"That feels nice." Danny said as Mary Jaen put her hand on his shaft and started licking his testicles.

"It's just the beginning." Mary Jane said before she closed her mouth around the head of his shaft and started moving downwards.

He looked down to meet her eyes and the suction force on his penis increased to the point that he came down her throat.

"How was that?" Mary Jane asked as she stood up.

"Great but I don't tire out that easily." Danny said as he pulled her up to his lap.

"Whoa." Mary Jane said as she was placed on his shaft, and he griped both of her breasts.

Danny could feel her start to grind on his shaft and so he moved his fingers to her clit and gave it a slight pinch and watched as Mary Jane orgasmed so hard that her juices flew out of her in a violent wave.

"I like that smile on your face." Danny said to Mary Jane looking at her wide eyes and her tongue hanging out of her mouth.

"Time for us to take this seriously." Danny said as he turned Mary Jane on to her back and placed his arms at her side. She wrapped her arms and legs around him as he started thrusting inside of her.

"This feels so good." Mary Jane moaned into his ear while her legs tried to squeeze even tighter.

(Lemon End)

(End of Mary Jane's Dream)

0-0-0-0-0-0

'Seems like trouble.' Danny thought to himself as he watched the news.

There is an attack happening downtown. A man dressed as a Rhino is rampaging. Lifting cars above his head and throwing them

"Prepare the car Sebastian." Danny said standing up as he shut off the television.

"Very well." Sebastian said with a bow and walking outside to the garage.

"This is Phantom. I am going to respond to the attack." Danny said while creating a duplicate.

"Negative Phantom. Stand down." Fury said.

"What?" Danny asked surprised.

"This is the perfect time to see how Osborn's Thunderbolts respond to the situation." Nick Fury said.

"Are you certain?" Danny asked. "Look at the damage the man is capable of. It might not be the best time to test a newly formed group."

"You can go there if you want but do not intervene unless necessary. If you do go to the scene, I want you to follow the team back to their base and see how they interact with each other." Nick Fury said.

"Very well." Danny said with a sigh as the conversation ended.

"So, what are we doing?" Duplicate Danny asked.

"Pros and cons. I take pragmatic you take morality." Danny said pointing.

It was good that he already had the duplicate standing before him. It meant he did not have to imagine a version of Vlad and Original Danny on his shoulder.

"It would allow us to learn more about our enemies. You can spy further and gain you information that we could use." Danny said.

"The problem with that plan is by doing nothing we could be allowing people to get hurt." The Duplicate argued.

"Peter is in trouble. He is being blackmailed by a rich psychopath." Danny said.

That was not an attempt to use emotion and friendship to get the clone to accept. It was an attempt at justification.

"That is a problem for long term and Peter can ask us for help. These people only have the hope that a corporation sponsored team is competent." Duplicate Danny responded. "As proven with the prison system and the educational system the odds are against them."

He knew which one he should pick and came to a decision.

"Very well. If it looks like people need help you can intervene but be discreet. Stay invisible." Danny said looking at the duplicate standing in front of him.

"Alright. You should make sure that Mary Jane is alright. She is going to be here soon." The duplicate said.

Mary Jane had woken up a few hours ago. She had headed home to get a change of clothes. He had found her leaving amusing as she had avoided looking at him with a blush on her face.

0-0-0-0-0-0

"Hey." Mary Jane said as she saw him sitting on his porch looking at his phone,

"Hello again." Danny said with a smile closing the phone and jumping down the steps. "It has been such a long time."

"It's only been a few hours." Mary Jane said.

"I'm not the most patient person." Danny said.

Mary Jane looked away with a blush again.

It was still adorable. Mary Jane was rarely embarrassed.

"How are you feeling?" Danny asked as he walked up to Mary Jane and wrapped his hands around hers.

"I have no idea how to respond to that question." Mary Jane said.

"I would love to know what to say at a moment like this to make you feel better, but you know I have problems with my father." Danny said.

Unfortunately, he had no good memories of his father. Either this version or the one from his home universe. If he went and disappeared all he would do is shrug and move on.

"So just know I am here if you need me." Danny said.

"Thanks for everything." Mary Jane said as she gave him a kiss on the cheek.

0-0-0-0-0-0

"You are late Peter." Mrs. Wheeler said as she turned to him.

"I'm sorry. There was a problem with my alarm." Peter said rubbing his head sheepishly.

Peter is clearly not a good liar, but he could see that no one in the class cared enough to look deeper.

"Why stay up all night reading books if you are going to miss the classes they are for." Flash said with a smile as he teased Peter.

"I have a question for you Flash. Why stay awake in class if you aren't going to learn anything. Might as well go to sleep so that we don't have to hear your voice." Gwen said.

"Burn." Kong said laughing at Flash.

"Shut up." Flash said in anger and embarrassment.

Class returned to normal.

"Since you want to speak up Mr. Thompson why don't you tell the class about the topic that you picked?" Mrs. Wheeler asked.

"My topic is about the Return of Magneto and how a telepath fooled the world" Flash began.

0-0-0-0-0-0

"Hey Danny." Mary Jane said while walking up to him.

"Yeah?" Danny asked turning from his locker to her.

"How would you feel about going to the movies?" Mary Jane asked him.

"You mean after school or this weekend?" Danny asked.

"I mean right now." Mary Jane said.

"Sure." Danny said.

He was just here to create an alibi and keep an eye on Mary Jane. He could do that plenty of other places if she wanted to ditch school.

"You mean it?" Mary Jane asked. "Won't it mess with your superhero ethics?"

"I am meant to use my powers to help people and right now there is no one I want to help more than you." Danny said before she pulled him into a hug.

He was really thankful for Clockwork's gift because he would not have said such a line with making a joke somewhere in the sentence.

0-0-0-0-0-0

"First we have to check on my mom." Mary Jane said. "She was not in a good place when I left."

"Do you want me to wait out here?" Danny asked as Mary Jane walked up the steps to her house.

"If you don't mind." Mary Jane said.

"Sure, go ahead." Danny said and watched as she ran into her house.

When he felt like he was alone he turned to his invisible duplicate the was standing behind him. 'Now what do you have for me?'

'See for yourself.' The duplicate responded before it was absorbed.

(Flashback)

'If I had a nickel for every time a rhino looking supervillain attacked this city?' Duplicate Danny thought as he landed amidst the rampage.

"Where are you Ultimates?" The Rhino-themed Villian shouted to the sky "Are you too scared to face the Rhino?

He could feel his fingers twitching as he heard people screaming in terror. He took a deep breath as he tried to keep to his orders. Nick Fury wanted The Thunderbolts to take this guy down.

The team appeared through Cloak's power. It consisted of Spider-man, Bombshell, and Dagger.

"Alright pal. You wanted superheroes and you got them." Spider-man said pointing at him.

"I wanted real heroes. Not the kindergarten squad." Rhino shouted as he tossed a car over their heads.

'Woah.' Duplicate Danny thought as he watched an empty car be sent flying into a tall building.

Once it entered the building, he used telekinesis to slow its momentum before it hit someone 'I hope that they have insurance.'

"I'll show you kindergarteners you shithead." Bombshell said bringing her hands together and firing a blast of energy at the Rhino.

He glanced at the places the lasers were reflecting towards as they bounced off the armor.

"That barely tickled." Rhino said taking a stance. "Let's see how well you take this." He broke into a charge aiming the point of his horn at her.

"Not so fast big guy." Spider-man said firing webs at the feet of the Rhino trying to stick him in place and causing him to trip and fall.

"You are underestimating my armor if you think that this can stop me bug." Rhino said before breaking the webbing to get his feet free. "I wanted to wait a bit before smushing you, but it looks like Christmas came early."

"Am I supposed to know you?" Spider-man asked as he leapt to a building and used that to bounce up to the Rhino for a punch that caused him to raise his head upward.

"You were always busting up me and Marko." Rhino said before grabbing onto his hand and raising him into the air. "Now I get to be the one to bust up you."

He brought his arm down and smashed Spider-man to the ground.

"Get off of him." Dagger said as she threw two daggers made of light at The Rhino.

They did less then Bombshell's blast.

"Doesn't matter when I am done with the three of you the people can bury you in one casket." The Rhino gloated.

"Congratulations O'hirn you are moving to two syllable words. Your teachers would be impressed." Spider-man said hitting The Rhino hard enough that he released his arm and fell back a few steps.

"Nobody makes fun of the Rhino!" The Rhino shouted stomping his feet into the ground causing craters to form.

"Then it is a rather terrible day for you to run into us." Spider-man said as he jumped towards him.

Danny figured that that was a good time to end this, so he froze the Rhino in place with telekinesis and watched as Spider-man hit him in the only place he was not protected by the armor.

His face.

"Not bad. A little more reckless than I would have done it but not bad." Danny said turning visible the moment that the Rhino fell on his back.

"Phantom." Spider-Man said looking him.

"Yes. Spider-man it has been a while." Danny said as he turned intangible and overshadowed the rhino.

"I'm sorry it took so long to arrive. I was on patrol on the edge of the city when I learned what was happening." Danny lied to them as he sat the Rhino's body on the ground. "Then I saw how well you were handling it."

"What are you doing?" Bombshell asked.

"Making sure he does not get up and run away while we wait for the police to arrive to transfer him to a prison facility." Danny said.

Cloak teleported from the roof to between them.

"Since you are here, the boss said we can leave this to you." Cloak said before he spread out his cloak teleporting his team to somewhere else.

'Just great.' Danny thought in annoyance.

(Flashback End)

0-0-0-0-0-0

"Danny are you okay?" Mary Jane asked waving her hand in his face.

"Yeah, just thinking about some stuff." Danny said with a smile. "Are you ready to go?"

That question caused Mary Jane to get a frown on her face.

"Is something the matter?" Danny asked as he walked up the steps.

"My mom is not taking the news about my father well. She has already drowned a bottle and I am afraid if I don't stay that she might open another." Mary Jane said.

He noticed that her hand was clutching the rail rather tightly.

"You want to stay and watch over her?" Danny asked.

"Yeah, and I am sorry after making you cut class." Mary Jane said.

Danny moved his hand to Mary Jane's cheek. "It's fine we can watch a movie here on my laptop."

"I could use the help moving her to her room." Mary Jane said as she brought her hands to the hand, he was using to hold her face.

Danny took a step inside and looked at Mary Jane's mother sleeping on the couch. "Alright."

He raised his hand and her mother started floating.