(Empire State University)

Venom didn't think it was possible to hate someone more than it hated Peter Parker after it was separated from Eddie Brock due to gene cleanser, which was LESS than pleasant as it forcibly made it separate and it hurt the symbiote itself, it needed time to rest and recover, but to it's continuous misfortune, it was found by one Miles Warren.

It was locked in its former cell, but under much worse circumstances, Warren had taken pieces of it and had been experimenting with it as a whole, the human may not have been as smart as Peter, but he certainly wasn't dumb.

Venom was waiting for the next experiment as it knew there would be more violent results, it was the spider's venom, the same that made Peter into Spider-Man, it had a small amount in it from Peter's DNA it had taken upon their separation.

Miles Warren came into the lab examining the individual samples it collected from the Symbiote pulling up Venom's screenshot from the news.

Venom saw its photo when it was bonded to Eddie, it waited for Warren to come in with the injection, and the moment he did the symbiote began to act erratic and violent breaking through glass free from its imprisonment.

Warren took out a gun and began to fire, the symbiote barely registered having no solid structure, Venom launched at the skylight and broke through the window 'I need a host.' it thought in slight pain, it saw Warren's assistant and decided to hitch a ride.

(1 hour later)

Venom made it to Peter's home, it was glad it still worked at ESU, it made it to Peter's home, it saw Peter's aunt, when it made it to the door, it used it's current hosts name 'Debra Whitman' and walked right on it, it waited for Peter and he did not disappoint as he arrived minutes later.

Peter saw Debra and was curious why she wanted to talk to him outside, he soon got his answer when Venom's face flashed over hers.

"Calm down, she doesn't know, she's not even conscious." Venom said to him seeing how tense he was "I need your help." it said seeing Peter was skeptical "I could have killed your aunt, but didn't." it said as Peter slightly relaxed from that statement as that was true.

"What do you want?" Peter asked as Venom wouldn't come here for no reason and not cause damage or trouble when it could.

"I'm unstable, Miles Warren messed with my DNA to the point I don't even know what's happening." Venom said in total honesty.

"And what do you want me to do about it?" Peter asked wondering what Venom wanted from him.

"Miles made a mistake, he gave me the venom from the same spiders that bit you, it means you are the closest and most compatible host, if we bond TRULY bond, not only will I survive, but we will both benefit." Venom said to him.

"And why the hell would I do that?" Peter asked her "You turned Eddie into a monster, tried to kill me, reveal my identity, and keep me away from my friends and family, with you I may have been strong, but I was at my lowest." he said not expecting Venom to laugh.

"Don't push your insecurities on me Parker." Venom said to him "You think 'I' was responsible for all that anger, sure I may have wanted you for myself, but all that anger was you, you hated hiding, you felt you had to be weak as Peter Parker, I was just the excuse you so craved because you didn't want to be afraid." it said as that was as true as it got.

Peter clenched his fist knowing Venom was right as he had made his own mistakes in anger, one always coming to the front of his mind was Ben's death.

"You saw Eddie, can you really blame me for him?" Venom said as Eddie was as genuine with his feelings as it got.

Peter knew Venom was telling the truth as Eddie was so full of rage it was scary.

"So Parker will you make our bond more permanent, we will achieve full symbiosis." Venom said extending tendrils from Debra's hand.

"How do I know this won't backfire and you'll have me as a puppet like her?" Peter asked Venom wondering what assurances he had.

"When have we ever lied to you?" Venom asked as it was nothing but pure honesty "And why do you think your spider-sense doesn't see us as a threat, it knows me better than you do, I may have taken your DNA, but that doesn't make me immune, it knows I want to be with you." it said to him.

Peter was always curious why the spider-sense never worked on Venom, but it made a certain amount of sense and it made a point, it was always forward with what it said "Guess I don't have much of a choice." he said holding out his hand as Debra's hand took it and black tendrils shot into his flesh "But the moment you start taking over, I'll leave you buried in the church." he said as Venom nodded before Debra fainted 'Better call a cab.' he thought quickly seeing Debra was dazed and confused.

(few minutes later)

Peter had to admit the symbiote felt different than before.

'I was experimented on.' Venom said to him reminding him of that fact.

'Yeah, mind if I cut off a piece to analyze?' Peter thought to it as it let loose a tendril and Peter took a piece.

(1 hour later)

'Cell alteration?' Peter thought as he hacked into the lab files as Warren was apparently experimenting on the symbiote to see if it could resist poisons as it took a piece of it, mutated it, and seemed to have the opposite effect or structure of the symbiote, Warren wanted to how the symbiote would react to what was basically poison of itself.

'So that's why I am so pissed off.' Venom said as his body could feel it.

"I may be able to stabilize you, if we get to work." Peter said as he didn't want to think about what Venom would mutate to if not cured, or worse yet what it would become inside his body.

(next morning)

'How does this make sense to you, we take more of what is making me sick?' Venom asked him finding that insane as Peter made a concoction and filled a needle with it.

'No, if 'I' take it, my body with naturally fight it, and you'll absorb the white blood cells into your being so you can survive.' Peter thought as without some form of resistance Venom would not make it, if Peter made some white blood cells it would allow Venom to survive having a cure 'It's kinda ironic I'm making a cure for Venom instead of against it.' he said to it.

'You need better material also inject the damn needle.' Venom said to him very eager to get this over with now as that joke was just terrible.

Peter injected it into his vein and winced already feeling it, he felt Venom moving inside his body till he settled "...Venom?" he said out loud, not getting a response before the symbiote formed around his body, but in a white hue, his color scheme now reversed.

'Ok now this feels better, actually, I never felt so great!' Venom said happily.

'Hey not to sound ungrateful but can you change color, cause I think the white suits calls too much attention…also the black suit may be out for a while.' Peter said to Venom as after Venom's debut with Eddie not many will like the black suit look.

Venom had to agree, it shifted to Peter's natural red and blue.

(1 hour later)

"Mr Parker?" a man said as Peter walked out the door.

Peter saw a well-dressed man and didn't like him already.

"I'm here to deliver Mr Osborn's will, I have already talked to Harry, but Mr Osborn left this to you." the man said handing him a CD.

Peter was curious and went back inside as the man left, he put the CD into his computer and saw it was a video.

Norman had talked about how Peter was like the son he never had, always helping Harry, being a true friend to his family, and then told him what he was leaving him.

"In my time I have collected a fair amount of shares of my company, I am leaving you 10% and 30 million dollars, you did well working under me Peter, your mind will do great things in the future." Norman said before the video ended.

'That guy.' Venom thought as Norman was odd even in Peter's memories, it was like he wanted Peter to actually be his son at times 'Well you're rich and with your shares, you'll keep earning money.' he said to him.

Peter was silent as he wasn't sure if he should keep it as he knew a fair amount of villains came from Oscorp and nothing was cheap about being Spider-man and he did have plans to become a scientist in the future.

'He tried to kill you many times and planned a siege on the city.' Venom said reminding him of those details.

Peter had to admit those were strong points.

(1 week later)

Peter took another blood sample as he had been taking them daily from him and Venom as so far nothing bad was in his blood and his attitude was stable, so nothing bad was coming from the bond.

Peter put the money he got to good use having bought the house and paid ALL the bills for May.

Spider-man was also at the top of his game lately with Venom, people were concerned about the white tendrils and making stuff up, but no one made the connection to Venom or rather Eddie with Venom.

(NYC rooftop)

"You know as a woman who can see much more than the average person, when I interact with someone like myself I always see us butting heads." a woman sitting on a throne wearing a long red dress with a white spider symbol on it.

"And I like it when the futures I see are certain." a woman with a walking stick said taking off her glasses showing she was blind.

"Oh please, your charge has about as certain a future as mine." the woman in red said "But where are my manners, I am Madam Web and you are Irene Adler, the one with foresight through her X-gene." she said with a smile.

"I don't know who you are." Irene said in annoyance as it was as if she was and wasn't there.

"Foresight is a power that masks us from others with foresight." Madam Web said to her "Stay away from my charge Destiny, you know tampering with a future that changes as often as theirs do." she said knowing what Destiny was thinking.

"My daughter is in constant danger near him, she may be happy, but the future is uncertain with them, I can't predict it." Destiny said as no future was set with them, some were good, some were bad, and some were just terrifying.

"Yes, but it will be up to them, and let me be clear, if any harm comes to MY charge, I will personally take what little sight you have." Madam Web said to her as she may not be able to do much, but she could do that.

Irene could see that much as involvement from her often changed the future she saw or made something worse.

(with Rogue)

Rogue was having a tough time, as a few days ago, she learned she couldn't so much as touch a person without almost killing them, she called Irene the moment she got her head on straight, and Irene told her to go to Bayville, she wired her money for the trip, it was just another bus ride out and someone would waiting for her upon her arrival.

Rogue hated the lack of touch as it was very constricting knowing her touch could kill someone, she still hadn't gotten over what happened when she got them, and her head still ached from when she touched all those people, it hurt like a bitch.

The newly X-gene active girl stopped the moment she felt she had eyes on her, she saw a guy at the end of the alley she was walking down and one behind her.

"Money, wallet now." one of them said pulling out a switchblade.

Rogue raised a brow as she noticed these two were twitchy 'Great first time in the Big Apple and I'm getting mugged.' she thought flatly, she was brought out of her thoughts as the thugs were suddenly webbed to the wall.

"Do you guys ever take days off?" Spider-man asked the thugs as he looked to Rogue "You alright?" he asked her not seeing any injuries.

"Oh um yeah I'm good." Rogue said to him surprised to meet an actual hero "Wait!" she said seeing he was about to literally leap away.

Spider-man saw the concern and fear in her eyes, but what caught his attention the most was that his spider-sense was tingling a bit, it wasn't immediate danger, but it was coming from the girl as if she was the danger.

"Can you help me I have…powers." Rogue said to him getting his attention.

(1 hour later)

Spider-man slipped Rogue a $20 and she bought them some hot dogs and they were eating on a rooftop.

"So you touch people and…get their life essence?" Spider-man asked as that sounded scary that she could touch someone and they faint, go comatose, or die.

"How do you…do you?" Rogue asked feeling like an idiot at how she worded that "I mean how do you go day by day having these powers?" she asked wondering how he could go day by day knowing he was different from pretty much everyone else.

"Well, I just use my powers to the best of my abilities." Spider-man said as he knew from her downcast "It's hard, to hide and not be my best all the time, but I have to be careful." he said raising his hand "When I got my powers I had such incredible strength I crushed a door knob, those thugs I can punch them, how hard varies, I can knock them out, but if I go full throttle I could shatter a person's skull if it was made of paper mache." he said to her "Even shaking someone's hand, I could break it." he said to her.

Rogue had to admit that sounded a lot like her, he had to be careful with whom he touched and had to be as careful as possible to not hurt someone "Do you think I could…learn how to live with this?" she asked him looking at her gloved hands.

"Maybe, but it'll be a lot of trial an error, here take this and touch me." Spider-man said removing his glove and tossed it to her.

Rogue looked at him and humored him, when she took off her glove to put on Spider-man's she winced a bit as she thought her powers activated for a second "These feel nice." she said a bit surprised.

"I made my suit to be functional and comfortable." Spider-man said as after Venom bonded to him, it absorbed his suit able to make a perfect duplicate "Maybe you don't have to give up touch, just find a way for your powers not to activate." he said as while the glove he gave Rogue was protective, he could still feel past if as if it was a second skin.

Rogue used the new glove and touched Spider-man's now bare hand with it, she felt his warmth and she almost felt his smooth but callous hand.

"You mentioned you're meeting someone about your powers?" Spider-man asked finding that a bit odd as Rogue gave him back his glove.

"Yeah, my mom, Irene, forwarded me some money for a bus ticket, have to take another to get to some small town called Bayville." Rogue said to him.

Peter knew the name, it wasn't far just outside the city, less than an hour's drive from here "Listen, I rarely do this, but here." he said taking out one of his signature cards and wrote a number on it "It's a burner phone number, if this place you're going to feels unsafe, call me, I'll come get you." he said seeing her take his card.

"You give all the girls your number?" Rogue asked jokingly.

"Only the pretty ones." Spider-man said getting up.

Rogue actually laughed at that "I bet you say that to all the girls." she said as it sounded smooth coming from him.

Peter responded by doing a small jump off the ledge and web swung away.

(1 hour later)

Peter made it home, but stopped as he felt his blood go cold, around his street were people who made his spider-sense tingle in a calm but alert way, he saw a limo outside his house 'For the love of god be Harry.' he thought silently praying, he made it inside and saw a man with grey hair, wearing what looked like pure military combat attire.

"Hello Peter Parker, or should I say Spider-man." the man said seeing Peter glare at him "You're your mother's son alright, same look in her eye." he said making Peter freeze momentarily "Come on inside, your aunt is at the doctors, we got two hours." he said to him as Peter followed him inside.

They sat in the living room and Peter's eyes never left him.

"I need your assistance on a…secret government political matter." the man said to him, getting Peter's attention.

"I am not black ops, why come to me?" Peter asked as while there were a million other questions he was wondering why the government was coming to him.

"Easy, you are the most qualified person for this task, it's in your blood." the man said to him tossing him two folders.

Peter saw the picture on each folder and each one was his parents, he opened both and saw similar things "CIA, FBI, NSA,..." he said reading the names.

"That is mostly a front." the man said to him "Your parents were special government officers, who worked for the Strategic Homeland Intervention, Enforcement and Logistics Division." he said to him.

"SHIELD…Oh crap, you're Nick Fury." Peter said in realization.

Nick Fury was now curious "You know about Shield?" he asked, finding that odd as Richard and Mary had tools, but he thought his men cleaned out anything Shield-related.

"I hacked into your network to control some cameras to not catch me while I change or when I get close to home." Peter said to him.

"Smart, but doesn't explain how you know about us." Nick said as Shield was well connected, it didn't surprise him Richard's son could hack their systems as he ran checks, Peter had the same level IQ Reed Richards had in college, he had potential.

"I know this real nice guy as Spider-man and Peter Parker, kinda out there, but true blue, Stan Lee." Peter said to him as the man if what he said could be believed, had lived a crazier life than him.

Fury let out a sigh as of course he'd say something as Stan was one of the first along with Peggy Carter "Back to the matter at hand, I believe you know what the X-gene is?" he asked him curiously.

"Yeah it's a genetic trait a lot of people either do or don't have, Charles Xavier wrote a thesis and a book on it." Peter said to him.

"Well let me be frank son, mutants are real, people with powers, people like the things you have fought are out there." Nick said seeing Peter was pretty calm "There has been a stir in mutant activity, the X-gene had around I'd say a few people each year the number steadily going up, but ever since WWII, the number is drastically increasing as there are more things causing stress, especially in teens, it is jumpstarting the gene giving people powers, Charles Xavier runs a school to help train people, but there is an opposition as a mutant terrorist known as Magneto sees non powered individuals as inferior, he was a WWII survivor and to make matters worse, his family was attacked years ago, when his daughter first started showing signs of a mutation people reacted badly." he said as even he felt disgusted by what Magneto endured.

"So what stop a mutant Hitler?" Peter asked him curiously.

"I'll settle for derailment, Magneto is not an easy person to catch or find, none of my satellites can pinpoint him, he creates his own electro-magnetic field as he is the self-proclaimed master of metal, and while rare, it does make it harder to track the man." Nick said explaining the situation as Magneto was high on Shield's wanted list for the threat he posed.

"So I'm still not getting WHAT you're asking, do you want me to hunt him down cause I have school I have-No life, your friends are at your neck, you can barely handle Spider-man responsibilities and your aunt has you on a short leash with the curfew." he was saying till Nick cut him off.

"Listen, Peter Parker may have cleared his name, but some people may still believe you're Spider-man, I'll make you a deal, full security detail for May Parker, if someone comes knocking we take care of it, you have less to worry about and I'll make it sweeter, with Osborn dead you don't have that internship as an excuse, so I'll make something up that looks real on paper for your aunt." Nick said to him explaining in detail what he was offering.

"Uh huh and what is the catch?" Peter asked him wondering what the catch to this was.

"You transfer from Midtown to Bayville high, start your junior year, do all that kid crap, Magneto will have a team there and so does Xavier." Nick said to him simply.

"Why have a team nearby your enemy?" Peter asked finding that odd.

"Sometimes to put your enemy on edge, all you have to do is let him know you're own team is there as well in the open." Nick said as while not a tactic Shield used, it was still a very good strategy to use as this way Magneto's mutants could hide in plain sight, but also act on his orders, he might also be testing or trying to push Xavier as the man held a very opposite view then the passive man.

Peter had to give him that "My aunt stays protected right?" he asked getting a nod from Nick "Fine, but what do I do, I mean do I go to Xavier or am I doing something solo?" he asked as it was hard to pull off something if he had more enemies or more people after him.

"That is entirely up to you, we've gone over the scenarios, solo the X-men would look into you, with the X-men might be more constricting." Nick said to him "But you have an in already." he said to him seeing Peter raise a brow "James "Logan" Howlet, he knew your parents well, originally they saved his life, it was some crap dealing with Hydra, they were friends after that, he hit on your mom, her response was less than ideal for a man even with a metal skeleton." he said to him as that was a day he truly smiled as Logan's blood was all over the training room "Long story short, he last saw you when you were…four." he said not sure on the exact details as Logan's history was a long one and not even Nick Fury could remember all the details "He would do this cause he owes your parents more." he said as Logan was a lot of things, but he never skipped out on a debt or friendship.

"So he's potentially my in with the X-men?" Peter asked as it made sense to a degree.

"Or you can go it solo, we have a safe house for you to use, private residence, emancipation records, emergency contacts, and all that crap are all filled out." Nick said having Colson down as he had his right hand relatively close with an important mission and if not he sent in a life model decoy of the man to fill in for the more civilian duties.

"Why not do both?" Peter asked Nick.

Nick was a bit confused but motioned for him to continue.

"I can go to school and keep my ear to the ground as Peter Parker, but maybe I can approach the X-men as Spider-man, you can introduce me to Logan through Spider-man giving me the in." Peter said to him as it would make things easier.

"Slight problem with that plan, Xavier is a telepath, if he reads your mind the plan is done with and as Peter you need an in to get close to either group without letting them know you're Spider-man." Nick said as honesty was the only way with Xavier as being a telepath made it impossible to lie to him.

"I may have some protection against mental attacks." Peter said wondering if Venom could prevent Xavier from entering his mind.

Peter now had Nick Fury's full attention as that sounded like a useful ability to the spymaster.

'He can't get in.' Venom said to Peter as Peter's mind was pretty advanced and he had a strong will, but with him here he could actually keep Xavier out even if he tried having dealt with the ability before in his long life.

"Assuming you aren't talking out of your ass." Nick said as he highly doubted it as while perhaps cocky and a tad overconfident, Spider-man had the same if not more skill than Captain America himself, in all honesty, Peter had more ability than the captain from what reports said "This double angle might work, but you still need an in for Peter Parker, they won't roll out the red carpet for someone who isn't in on the secret or 'one of them'." he said to him.

"I'll roll with super strength as Peter Parker." Peter said as it was a common ability with powered individuals.

"While your plan does have it's pros, why did you decide for Peter Parker to be the non-ally of the X-men and picked Spider-man?" Nick asked wondering his reasoning.

"No one knows Peter Parker, plus as Spider-man I spend less time as him when I'm not being just Peter." Peter said to him as it gave him a certain amount of control.

Nick nodded as that was an excellent answer 'His mother would be proud.' he thought as Richard was a scientist, but Mary was a true agent, she made Black Widow almost look green with how effective and deadly she was in the field.

(few hours later)

"What do you mean your cells are dead?" Peter asked Venom.

Venom made a tendril of his more monster face appear "It means just that, when you gave that girl your glove, she must've absorbed from my cells." he said to him as it still surprised him even now.

(few days later)

Peter looked at the house Nick had gotten him, it was close to the woods and the backyard was very private so no one would see him walking in, all the windows were hard to see inside the house but looking outside they were crystal clear, Nick provided a safe room for his lab and tech in case anyone came snooping.

Nick Fury also provided him with a 'Spider-cycle', he called it a signing bonus to the mission along with a regular motorcycle and car, Peter tore each of them apart removing the various bugs and trackers Fury had installed and he even told him he removed them and along with all the bugs and hidden cameras inside the house.

Peter went around town so far it wasn't that bad or a big deal, the buildings were decent enough for basic web-slinging and it was pretty peaceful, he had a meeting with the principal as he was starting classes soon.

(1 hour later)

"Interesting profile Mr Parker, you seem well accomplished academically for Bayville High." Principal Darkholme said to him "And your emancipation is also a unique thing." she said as she found it odd.

"Well, I like my freedom." Peter said to her briefly.

Raven was many things, but a fool was not one of them, this boy seemed different, her kind of different "Why not look around the campus and familiarize yourself with it." she said as he nodded and left the room "Lance Alverz report to my office." she said as Lance knew better than to keep her waiting.

Lance soon arrived looking at his Principal turning into a blue skinned woman.

"There is a new student that just enrolled he's looking through the campus now, his name is Peter Parker." Mystique said handing him a picture that was in the boy's folder as it was a photo ID.

Lance didn't need to be told twice what Mystique wanted him to do.

(few minutes later)

Lance found Peter pretty quickly as he was outside and in perfect view of Mystique's office, he admired Peter's choice of wheels "Nice Camero." he said to him placing his hand on his jeep.

"Nice jeep, suspension looks shot to hell though." Peter said seeing Lance groan.

"A friend of mine puts a lot of weight on it." Lance said as that was an understatement as Mystique's latest recruit put a heavy strain on his ride.

"I have some high-end suspension in my kit at home want me to take a look?" Peter asked him.

"Oh man that would be a dream." Lance said in relief "But I help, your tools, but this is my ride." Lance said as no one touched his baby but him, but he made exceptions for people who knew what they were doing.

Peter nodded, his spider-sense gave a low hum and he extended his hand catching a football aimed for the back of Lance's head "Hey quarterback." he said spotting a blonde who eerily reminded him of Flash and throwing the ball right at him hitting his chest dead center making him fall back a couple of feet.

Lance sent a look of appreciation to Peter "I swear that guy is a total idiot." he said as Duncan Matthews was a pain, the only thing that made him tolerable was he messed with Summers.

"I don't know who you are, but you made a big mistake." Duncan said as he picked himself off the ground and charged Peter along with his fellow jocks.

Lance was about to step in but Peter motioned for him to stand back.

(Principal's office)

Mystique watched in complete fascination as Peter moved very fluidly, it reminded her of herself in combat, she chuckled seeing Duncan be launched and landed on his windshield, his teammates being tossed at the sides of his car making large dents on the driver's side of the car, she was lenient on Matthews as she wanted to see if he'd push Scott to use his powers as both teens pissed out a massive amount of testosterone whenever near each other.

Mystique dawned her normal principal appearance and went outside "Mr Matthews!" she said in her stern voice "Why are you assaulting a student and a transfer?" she asked simply wanting to see him dig himself a hole.

Duncan lied easily enough saying they were horsing around and tried to pin the blame on Peter and Lance.

"And if I check the parking lot security camera?" Principal Darkholme asked as she pointed to the camera that was looking at the location of the fight easily enough "Oh wait, I saw this from the beginning, you threw the ball at an unsuspecting person's head, Mr. Parker caught it, threw it back at you, and then you and your friends decided to gang up on his, 2 weeks detention." she said to all of them pointing inside the school "I apologize for this Mr. Parker please, I hope your first day is better." she said as he nodded and left "Well?" she asked Lance.

"Decent guy, but no way he's human." Lance said as Peter just moved to catch the ball and how he caught it seemed effortless and when he threw it at Duncan was even more so as it sent the jock down hard.

Mystique smiled glad her suspicion was well paid off and also glad someone in her group had an actual working head and set of eyes.

(next day)

Peter felt his burner vibrating just as he was about to leave school "Hello?" he asked hearing nothing but silence.

"...Spider-man?" Rogue asked quietly.

Peter was on alert "You ok Rogue?" he asked curious too why she was calling.

"Yeah, but I think something bad is about to happen." Rogue said to him giving him a location to meet her.

"Where are you I'll…be there soon." Peter said to her as he left his bag in his car and ran to the closest alley and the symbiote quickly spread over his body.

(few minutes later)

Rogue was waiting in an abandoned part of town and soon saw a familiar red and blue clad hero "You came." she said surprised he kept his word.

"I was in the neighborhood." Spider-man said to her "So what's gonna happen?" he asked her curious as to what she knew.

"Some new kid Fred Dukes kidnapped a girl, Jean Grey." Rogue said giving him the jist of what happened.

Spider-man nodded, and he was able to find Dukes pretty easily 'And I thought Harry had issues.' he thought walking right on in as there was no need for concern as all these buildings were condemned, so no one was around and he didn't have to be careful about not breaking stuff.

"Who are you." Fred said seeing Spider-man "Hey you're that Spider-guy from TV!" he said to him as he like many people watched TV.

"I need a better publicist." Spider-man said as he saw Jean who was looking at him oddly.

'She's trying to read your mind and she can't.' Venom said to him as he felt it.

"So Fred, I'm gonna give you a choice here, let her go and leave or I take her and you end up on the floor." Spider-man said as after having faced someone like Rhino, Fred Dukes didn't measure up.

Fred Dukes' answer was to charge right at him, literally throwing his weight at him, but to his and Jean's shock, Spider-man was only pushed back by one step before using his own strength using Fred's body to break the nearest wall sending him outside.

Spider-man went over to Jean and turned one of his fingers into a claw cutting her ropes easily "Mind passing along a message, tell Logan I'll see him soon." he said to her as he left outside the recently made hole, seeing Fred get himself back up "Woah big guy, I know I'm red, but let's not do any bull fighting." he said raising his hands thinking this should end.

"Don't you make fun of me!" Fred said as he began throwing punches like a drunken brawler, but given his size and weight class there was much to work with.

Spider-man wanted to say that was one of his more tame responses even by his standards, Fred seemed erratic and crazed in this state, he webbed his eyes blinding him, and took a strong swing at his head making the giant fall and hit the ground.

"Is he?" Jean asked leaving the question hanging.

"Yeah he's alive." Spider-man said as it was rare for people to take such a blow from his punches "You should thank your friend over there." he said pointing at Rogue in the distance.

Rogue didn't make eye contact, not wanting to be seen.

"Well as fun as stopping this kidnapping-stalker situation I have stuff to do late-." Spider-man was saying feeling his spider-sense go off and as soon as he did he looked behind him and saw a red beam coming, he was about to dodge before realizing that the beam would have struck Rogue as she was in its path, so he raised a hand as he couldn't block so he took the hit, his hand was a little burned taking it full on like that "I wouldn't try that again." he said webbing the source, a teenager with a visor.

Jean saw what happened and saw Spider-Man leave.

"Oh my gosh was that Spider-man!" Kitty said in excitement.

(1 hour later)

"He knew me?" Logan asked as they were having a meeting, Xavier, Scott, Kurt, Jean, Kitty, and him.

"And he knows Rogue." Jean said to them as she was thankful for the assist.

"I'm so jealous how do you guys know a bonafide superhero." Kitty said to them getting odd looks.

"That guy?" Scott asked his visor currently stuck to his head due to the webs.

"Yeah Spider-man, he's been active for like a year." Kitty said pulling up some articles on her phone.

"A mutant out in the open?" Charles asked in surprise as he was curious as to why Cerebro hadn't picked him up otherwise, Kitty handed him her phone and he saw many articles, he pulled up his laptop from his desk and searched him seeing many videos of him fighting other individuals with and without powers 'Some went to Ravencroft.' he thought to himself as he wondered why he hadn't heard anything from some people he knew.

"The guy has some moves." Kurt said seeing Spider-man's skill, he jumped and clung to walls as easily as him or Toad.

They were all brought out of their thoughts when the bell at the front gate rang.

Xavier looked out the window and the topic of discussion was there, he sat atop the gate waving at him "He is certainly fearless." he said as this was bold, he tried to sense him, but he received nothing "This is certainly a rarity." he said as there were people who could resist him like Mystique or people he had to make direct contact with like Logan given his metal skull, he then tried a more open means 'You can come in.' he thought as he used the more open channel of telepathy, he saw Spider-man jump to his window and come inside.

Spider-man sat on the wall as he got looks from others in the room "Hey next time, don't fire without understanding the situation." he said to Scott seeing him wince seeing the adults in the room give him a look as they heard about that.

"Sorry, about the hand." Scott said knowing full well that his beams could sting…a lot.

"Industrial soap." Spider-man said to him getting an odd look "That's how you remove the webs or you can wait another hour." he said to him getting what he could only guess was an appreciative glance.

"Hi." Kitty said waving at him "Can I get an autograph?" she asked curiously hoping not to come off as to desperate.

Spider-man took out one of his signature cards and webbed a pen to him from Xavier's desk "Name?" he asked her.

"Katherine, I mean Kitty." Kitty said quickly.

Spider-man signed his card and tossed it to her.

"How does he get her attention?" Kurt asked Scott.

"Women like a man with a bit of mystery." Jean said to Kurt giving him real advice.

"So how do you know me?" Logan asked as he sounded young, and while that itself was an oddity, he wondered if he could give him any idea of his past.

"You knew my parents, you worked with them, they saved your life when you first met and you saved them from Hydra." Spider-man said seeing Logan growl.

"Fucking Nazis." Logan said as it was one of the few times in his life he wished he killed more people in the battlefield.

"Yeah from what I was told Hydra was pissed at them for kicking their asses so much and tried to off them, my mother was pregnant with me and didn't find out till they escaped thanks to you." Spider-man said handing him a classified file "Stole that from Shield archives." he said to him.

Logan was both grateful and pissed as he knew Fury had information on his past, how much was the real question, he read the file "The names are blacklisted." he said to him.

"Logan I'm not gonna just give you my identity." Spider-man said to him simply as he made sure to hide his parents' names "And this one isn't very discreet when he looks into things." he said as Fury actually told him whenever Charles Xavier set his mind to something, he left a pretty noticeable trail that could be followed "Seriously, a limo?" he asked as that was kinda an easy way to follow someone or notice as not many limos around.

Charles rubbed the bridge of his nose as Logan had made many similar comments in the past.

"Doesn't help Magneto has his eye on him knowing as much of this place and the people here." Spider-man said to him as everyone looked at Charles in surprise "Word of advice, don't put others at risk to satisfy your own curiosity." he said as the man seemed responsible, but he seemed to think he was the only one who could do the hardships that they were dealing with, it made him a risk as a leader as those moves could put not just him in danger but everyone else.

"Who are you?" Charles asked as this man seemed too well informed for his liking and to not know was irritating a bit.

"Your friendly neighborhood Spider-man." Spider-man said as he went to the window "If you wanna reach me give Rogue a call." he said to them.

They all watched him leave the property.

(1 hour later)

Peter was currently working on Lance's suspension "These were about to give out." he said to him as they looked worn out.

Lance had to agree "These look like high-end parts?" he asked him as Peter's garage was new and seemed to have top-of-the-line parts and tools.

"I know a guy." Peter said as that was actually true as Fury gave him all this and he was taking advantage, he was able to piece together who was part of the Brotherhood as when he was at school today he saw Rogue being approached by Lance, who got into it with Scott Summers and later saw him leave with Todd Tolansky or as he was often called Toad, he was positive that he was a mutant having seen him hang in trees catching flies with his tongue, he was fine with Lance as while challenging personality he was decent.

Peter now knew the sides and who was on them, but there was one element he couldn't place, there was someone who managed the Brotherhood and he had yet to meet them or see them.

Peter and Lance finished the work and went out for burgers afterwards.

As the two ate, they didn't know they were being watched.

"Hey Kurt, you know who that is?" Scott asked seeing Lance with someone who wasn't part of the Brotherhood.

"His name is Peter, he's in my science class, heard he and Lance met in the parking lot talking about cars." Kurt said as everyone talked about the new guy "They also said he fought Duncan and his buddies and trashed his car, but didn't get in trouble." he said to him.

Now Scott really liked the guy as anyone that did that to Duncan was cool in his books "Does he seem close with the Brotherhood?" he asked wondering if he was a new member.

"Not that I know of." Kurt said as they saw them take off separately.

(with Peter)

Peter felt like he had a long day, he called May to check in on her and everything was fine, Jonah was giving him attitude for having to fax his photos as he still did work for the Bugle liking taking photos of himself.

"You should keep an eye on that girl." Venom said making a white tendril with his face appear next to Peter "She absorbed me Peter, we don't know what that'll do to her." it said as it was an alien, that girl could be dangerous having taken a piece of it in her no matter how small.

(with Rogue)

Rogue was trying to read a book, but Mystique came in with Fred, she glared at him thinking him a creep.

"Hey you were there why didn't you help me!?" Fred said angrily.

"I don't help scum." Rogue said glaring a hole at his empty head, her eyes tensed when he charged her, but the moment he did, she shot familiar crimson beams from her eyes sending him flying back.

"The fuck." Lance said having walked in to see Rogue blast Blob into the wall, he had heard of Rogue's power, but seeing it was another thing entirely "When, did you cop a feel off Summers's powers?" he asked her.

Rogue was silent as she hadn't had any contact with him since they met, she wondered how she was able to do that.

(?)

"Do doors mean nothing to you?" Irene asked Madam Web 'seeing' her in her living room.

"Depends technically speaking I am a door." Madam Web said rather boredly her sarcasm ever-present and evidence she had spent much too much time with a certain wall-crawler, whichever version she was with now "I see your daughter's futures are much better handled." she said rather smugly.

"It doesn't remove the danger that he poses to her." Irene said to her.

"But you didn't foresee this change correct?" Madam Web asked Irene's silence being all the answer she needed "Our power is great, but it is limited, we may know MORE than others, but we do not know EVERYTHING." she said sighing "But I know this is pointless, you're just waiting for when something does occur." she said as Destiny was easier to read than people thought "You should take your own advice you know, you're starting to sound like Raven." she said as she disappeared.

Destiny clenched her walking stick harshly as she hated this, Rogue had always had an important destiny, but it was never set, it always changed, it was one of the reasons she was drawn to her, Raven had recently lost Kurt and put as much of her love into Rogue whenever she visited, either as a cat or something else, she did visit Rogue and she did love her, even if Rogue never knew it, but she knew many of Raven's mistakes, she wondered if she was making the same as Peter's future was not one she could easily see, his future was just as erratic as Rogue's if not more so as she couldn't see the end, he was a hero and Rogue would be drawn to that one way or another.

Destiny sighed in exhaustion the future was in chaos to her and she wasn't sure what to do, this was one of the few things she couldn't tell Raven as the woman actually made the future worse in some cases, as Raven's curiosity was amongst her greatest weaknesses as her desire to know and be in control made her an extremely challenging person who made their own decisions, she may work with Magneto, but she didn't work FOR him, as Raven had a grudge against the man for what he did to Kurt, she was patient she'd give her that much.

Destiny needed to change the game altogether, she rarely intervened with the exception of Rogue or natural disasters or when Raven was in over her head, she picked up a phone and made a call.

(?)

Norman Osborn was rather annoyed, he had received an encrypted message on his well paid burner phone which so little people had knew about, but the message itself had merit in on it's own.

'Activate Project Scorpion.'

Norman had developed the project after Adrian Tomb's attacked him and Spider-man had saved him, he had wanted to see if he could mimic Spider-man's powers with tech, bio mechanical tech, rather than use his DNA as certain beings like Electro had complex DNA and recreating them in petri dishes or even working with a live sample like Warren does didn't seem like it'd yield much results.

Norman had a subject in mind, his less-than-legal contact Mac Gargan "Time to see where you stand on the food chain Spider-man, are you predator or prey." he said to himself making a call to Miles Warren.