Author's Note: Woo! What's up, my readers? Chapter 13 is here. After the lighthearted Christmas chapter, we're headed back to the main story, and I believe this should answer some questions. As always, thank you everyone for all the favorites, follows, and reviews. You guys are absolutely breathtaking. Time for me to reply to some reviews!
UniversalWriter97: Glad you enjoyed the last chapter, even if it was short. And I knew you'd be happy as soon as Kitty got introduced! Haha. The Distorted Justice updated should be coming soon, by the way.
KaidoFett: Thank you!
Jebest4781: Thank ya!
GoatedReads: Man, whenever I write this story, I think about the same thing, lol. Lenore Zann is the definitive Rogue voice actress, without a shadow of a doubt.
Slader1998: Well… without spoiling anything, I will say that anything is possible.
CRUDEN: Glad you liked it!
Denisegalante1009: Happy that it has your interest!
Pinkflamingwarriorofjustice: Here's the thing about the whole Happy Nation idea. If I were to do something like that, I do think I would do it a bit differently. Not saying I'm doing it or I'm not, but it would… definitely be something, to put it lightly.
Guest: I completely understand where you're coming from, lol. Gambit needs some respect.
Okay, that's all the reviews. To all my readers, make sure to leave a review, and I'll reply to it in the next chapter. With that being said, let's get straight into it.
Previously on Spider-Man & The X-Men: Dreams & Nightmares!
BGM: X-Men: The Animated Series – Previously On X-Men
"I love you, my Cherie Amour, with all my heart and soul."
"You've done well, Elektra."
"Welcome, X-23. You've been held captive for some time, but I, The Kingpin, have awakened you. I have given you what you've always wanted. I have given you freedom!"
"Carol Danvers, also known as the legendary Ms. Marvel."
"X-23 and Ms. Marvel, I invite you to the death of Spider-Man!"
"Peter is the key to finding Jean."
"SPIDER-MAN! This is where you DIE!"
"Have I ever told you guys about how much I hate family reunions?"
Intro Music: X-Men Animated x Spider-Man Animated - Epic Theme Song Mashup 2024
CYCLOPS
JEAN GREY
STORM
WOLVERINE
MORPH
ROGUE
THE BEAST
GAMBIT
JUBILEE
NIGHTCRAWLER
EMMA FROST
DEADPOOL
SPIDER-MAN
PROFESSOR X
SPIDER-MAN & THE X-MEN: DREAMS & NIGHTMARES
Chapter 13: The Master Plan Part 2
BGM: Spider-Man TAS 1994 - Power and Responsibility
The X-Men stood frozen in shock, Scott's declaration hanging in the air like an uninvited storm cloud.
"Peter is the key to finding Jean," Scott repeated, his gaze unwavering.
Storm was the first to break the silence. "What do you mean by that, Scott? Why is Peter, of all people, the key to finding Jean?" Her voice carried both authority and curiosity, though there was an undertone of concern.
Emma Frost, ever poised, stepped forward. "Perhaps it's time I explained," she said, a faint smirk playing on her lips. "You see, Peter Parker and I attended the same high school."
Jubilee blinked, clearly caught off guard. "Wait, what? You and Peter? High school? That's not what I expected to hear today."
Morph seized the moment to lighten the mood. "Emma Frost, the queen of secrets, knew Peter Parker way back when? Classic Emma, always sticking her nose where it doesn't belong." He grinned, earning a dramatic eye roll from Emma.
"If you're done," she said sharply, "I'll continue."
She turned her attention back to the group, her expression becoming more serious. "While I was there, I began noticing certain… quirks about Peter. Subtle things. My psychic abilities only confirmed what I suspected—Peter Parker was Spider-Man."
"That's quite the revelation," Beast said, his analytical mind already dissecting this newfound information. "But how does this connect to Jean?"
Emma folded her arms, her demeanor cooling further. "Jean isn't herself because of the Phoenix Force. It's an ancient, cosmic entity of immeasurable power, and it resides within her. That's why she suddenly attacked everyone."
Beast's curiosity was palpable. "Fascinating… and terrifying. A power of that magnitude, contained within a single individual… It's no wonder Jean's behavior suddenly became erratic."
Nightcrawler tilted his head, his yellow eyes narrowing to Emma. "How do you know Jean has this… Phoenix Force within her?"
Emma hesitated briefly before answering, "I've always known. My psychic abilities allowed me to sense something within her—a dormant, volatile presence. I believe Charles Xavier placed psychic barriers in Jean's mind to keep the Phoenix Force from taking over. But now, those barriers are either weakened or entirely gone."
Storm sighed deeply, a weight settling over her. "If that's true, it raises more questions than answers. Why didn't Charles tell any of us about this?"
Emma's expression softened, though only slightly. "I can't speak for Charles. I can only speculate that he believed it was for the best. As for why there are two Jeans? I don't have the answer. And I can't tell which one is the real Jean."
There was a short moment of silence, before Jubilee finally broke it, her voice tinged with frustration and disbelief. "Okay, hold on a second. Let's go back to the big mystery here—what does Peter have to do with all of this? How is he connected to Jean aside from you two going to high school together?"
Emma Frost took a deep breath, her piercing blue eyes scanning the room before settling on Jubilee. For a brief moment, she appeared uncharacteristically hesitant, as though carefully choosing her words. "It's not just about high school," she said finally. "Something happened during that fight with the Phoenix Jean."
Scott nodded, his jaw clenched tightly. "I told Emma about the wave of fire Peter took for us. He put himself in the line of fire—literally—to protect us."
"That should've been enough to kill anyone," Emma added bluntly, her voice low but carrying the weight of her statement. Then she paused, her demeanor shifting to something even graver. "But it didn't."
Silence once again filled the area, thick and suffocating, as everyone hung on her words.
"Why?" Storm asked quietly, her voice almost a whisper. "Why did Peter survive?"
Emma's tone became clinical, though her seriousness was evident. "The only explanation is that during Jean's attack, Peter's body unknowingly merged with the Phoenix Force."
A collective gasp spread through the area, with everyone reacting in varying degrees of shock and confusion. Even Beast, ever the voice of reason, looked visibly stunned.
Morph was the first to find his voice. "Hold up. Are you saying the Phoenix Force is in Peter now?"
Emma nodded grimly. "Part of it, at least. And that changes everything. If what I suspect is true, then Jean's consciousness could also be within Peter's mind."
"That's what makes him the key to finding her," Scott added, as his sharp gaze swept the area. His brow furrowed with a mixture of determination and concern. "If Peter is truly the key, then we don't have time to waste. We need to find him now."
Nightcrawler shifted uncomfortably, scratching the back of his head. "I vish I could tell you vhere he is, Scott, but after Aunt May's funeral, he disappeared. No one has seen him—except maybe Rogue." His glowing yellow eyes then flicked to his sister, who could be seen walking toward them. She had been listening to the conversation, and she figured now would be the time to speak.
All eyes turned to Rogue, her expression guarded. She crossed her arms, a habit born of years of self-preservation before she finally spoke. "I did check on him," she admitted, her Southern drawl soft but steady. "But he's gone. Needed some time to himself." Her green eyes flickered with something unspoken, a sadness that made the air in the room feel heavier. "Last I saw, he was headin' out, probably somewhere in New York."
Emma's sharp senses honed in on Rogue's tone, her finely-tuned empathy picking up the weight behind her words. But before Emma could speak, Nightcrawler moved closer to his sister, his tone gentle. "Rogue, are you okay? You seem… off."
Rogue stiffened slightly but quickly pulled herself together, brushing off his concern with a practiced smile that didn't quite reach her eyes. "I'm fine, Kurt. Really. We got bigger problems right now than me feelin' a little outta sorts."
Kurt didn't push, though his gaze lingered on her for a moment longer. He nodded, deciding to respect her boundaries for now. "Alright. But if you need to talk-"
"I know where to find you, Sugah," Rogue interjected, her tone softening. "Appreciate it."
Scott, impatient to refocus the group, stepped forward. "If Peter's in New York, we need to spread out and search. He doesn't just have the Phoenix Force in him; if Jean's consciousness is tied to him, we can't afford to let him spiral."
Storm, who had been quiet until now, raised a hand, her calm presence grounding the conversation. "We need to be strategic. New York is vast, and Peter knows how to stay hidden if he wants to."
Beast, who had clearly been taking in every detail, looked up thoughtfully. "If he's harboring the Phoenix Force, it's possible he could unconsciously emit energy signatures similar to Jean's. I could try to quickly fix Cerebro to account for that and narrow our search."
Emma arched a perfectly sculpted brow. "That's a start. But if the Phoenix is unstable within him, time isn't on our side."
"Then let's move," Scott commanded, his tone brooking no argument. "Storm, Nightcrawler, and Rogue, you take the city's west side. Emma, Beast, and I will cover the east. We'll meet back here in four hours with any leads."
Jubilee blinked, as she used her hand to refer to herself and Morph. "Wait, what about us?" Jubilee asked.
Scott replied without a second thought. "You'll be safe from the danger by staying here, Jubilee. And just in case you try to pull a fast one, Morph will be keeping an eye on you."
Morph's eyes widened. "Wait a minute, Scott! I'm not a babysitter!"
Jubilee would let her frustration be known as well. "This is so not fair!"
But their words would fall on deaf ears.
As the group began to disperse, Rogue lingered, her thoughts drifting back to the conversation she'd had with Gambit just moments before. His words echoed in her mind, reopening a wound she thought she'd buried deep. But she pushed it aside. Whatever she was feeling could wait. Right now, finding Peter—and stopping whatever storm was brewing—was all that mattered.
Meanwhile, with Spider-Man and Black Cat…
BGM: Spider-Man TAS 1994 - Doctor Octopus
"ENOUGH WITH YOUR STUPID JOKES, BUG!" Shocker shouted, shooting a sudden, yet powerful blast. Spider-Man flipped backward to avoid it, his movements sharp despite the pain radiating from his back.
"I gotta hand it to you guys," he quipped, landing beside Black Cat, "this definitely beats my usual Wednesday night plans. And for the record, my jokes aren't stupid. They're the best, actually."
"Less talking, more dodging!" Black Cat shouted, vaulting over Rhino's charge with the grace of a gymnast. She landed a well-placed kick to his head, though it only seemed to irritate him further.
"You're not walking away from this one, Spider-Man!" Doc Ock sneered, his tentacles tearing through the rooftop in a relentless pursuit. "Your futile resistance is only delaying the inevitable!"
Spider-Man rolled to avoid a strike, firing webs at Ock's arms to slow him down. "You've got me all wrong, Doc! I'm not delaying anything—I'm just multitasking!" He yanked on the webbing to pull himself into the air, narrowly dodging X-23's slashing claws.
"You're awfully stabby for someone I just met," Spider-Man muttered, flipping mid-air. "Seriously, are you sure you don't know Wolverine? The claws, the attitude—it's uncanny."
X-23 lunged again, her expression a mix of confusion and frustration. "I don't know who that is, and I don't care! You're just in the way!" Her strikes grew fiercer, forcing Spider-Man to rely on pure agility to keep ahead.
Meanwhile, Black Cat faced off with Ms. Marvel, who hovered menacingly above the rooftop, her glowing hands charged with energy. "Ms. Marvel, right? I don't know what's going on with you, but if you can hear me in there, you need to fight this!" Black Cat pleaded, dodging a blast of energy that scorched the rooftop.
"She's not listening," Spider-Man called out, his voice strained as he dodged Rhino's devastating charge. "Trust me, Cat, I've seen that look before—she's not in control of herself!"
"Then we've got to figure out how to take her down without hurting her," Black Cat said, her eyes narrowing. "Any bright ideas?"
"Just one," Spider-Man replied, firing a webline to trip Rhino mid-charge. The hulking brute crashed into Scorpion, sending both villains sprawling. "We survive long enough to come up with a second idea!"
As if to emphasize the urgency, Shocker unleashed another wave of energy, forcing the pair to leap apart. The villains pressed their advantage, their attacks relentless.
Spider-Man winced as he felt the sting of Elektra's shuriken wound with every movement. His mind raced as he analyzed the situation. "Seven against two. Two of them mind-controlled. And I'm not exactly at 100%." he thought to himself.
Black Cat darted to his side, her breathing heavy but determined. "Spider, we can't keep this up forever."
Spider-Man's mind raced as the battle raged around him. He knew they couldn't keep up the fight for much longer—each move, each dodge, was taking its toll. But just as his thoughts began to spin, a sudden explosion from the middle of the fight sent everyone on the rooftop stumbling back. A deck of cards had flown through the air, their edges glinting before exploding in a burst of energy.
The villains froze for a moment, trying to assess the new threat, and Spider-Man's eyes widened as he took in the source of the surprise. Standing atop a nearby rooftop, with a devil-may-care grin on his face, was none other than Gambit.
"Well, well, well," Gambit said, twirling another deck of cards between his fingers. "Looks like you two could use some help."
Spider-Man blinked, then immediately shot back, "You're telling me! We could definitely use a hand right about now." His voice was strained but grateful.
Black Cat, her stance still defensive, added with a nod, "You're right, Spidey. We could use someone who knows how to handle a fight."
Elektra, ever calm and calculating, narrowed her eyes at the new player. "One more person won't change the inevitable," she said, her voice cool. "The outcome of this battle is already decided."
Spider-Man opened his mouth to respond, but before he could get a word out, Gambit cut in, raising his hands in mock offense. "Hold on a second there, chère. You must not know who I am. That's okay, though—don't worry. I'm gonna make sure you know by the end of this." His smirk grew wider, his Cajun accent dripping with confidence.
Meanwhile with Deadpool and Wolverine…
BGM: The Amazing Spider-Man - The Briefcase
The low hum of the Honda Odyssey's engine was the only sound breaking the thick silence between Wolverine and Deadpool as they cruised through the forest road. It wasn't their usual mode of transportation, but it was just about one of the only things they had after the X-Mansion had gotten destroyed.
Deadpool, in the passenger seat, had already managed to turn his seat into a recliner and was tossing around various snacks in his lap. Every few seconds, he would make an exaggerated noise about the quiet.
"This is the part where I can feel the seriousness in the air," Deadpool remarked, tapping his fingers against the dashboard. "Like, I can almost taste it... What do you think, Logan? Seriousness-flavored? I'm thinking grape."
Wolverine didn't respond, his sharp eyes scanning the road ahead as they drove deeper into the woods. He was used to the quiet intensity of these kinds of calls, especially when Fury was involved. Something big had gone down at S.H.I.E.L.D., and he could feel the weight of it on his shoulders.
The car finally slowed as they approached a large, hidden facility nestled among the trees. It was the kind of place that screamed secrecy. The sort of place that didn't want to be found. As they pulled up, Wolverine could see Nick Fury standing near the entrance. His one good eye locked onto the approaching vehicle, his arms crossed.
The moment they stopped, Wolverine was the first to exit, slamming the door behind him. Deadpool followed, twirling dramatically and tossing the last piece of popcorn in the air as he caught it in his mouth.
"Ah, the serious, brooding presence of Nick Fury. You can practically smell the tension," Deadpool quipped, throwing a wink toward Fury, who didn't even flinch.
Fury's gaze flicked over to Wolverine, his mouth tight with a barely concealed exasperation. "Wolverine. Didn't expect you to bring him along."
Deadpool slapped a hand to his chest, feigning offense. "Hey! I'm a charming guy, Fury. I'm the one who brings all the fun. If Logan didn't want me here, he wouldn't have let me come, right, Logan?"
Wolverine's sharp eyes narrowed, his posture stiff as he subtly sniffed a bit. "You're only here 'cause you wouldn't shut up about coming with me." He shot a sideways glance at Deadpool, who seemed about to protest but chose instead to throw an exaggerated shrug.
Fury's single eye twitched, clearly already tired of the antics. He nodded toward the facility. "We've got bigger problems than your jokes. Let's get inside."
They followed Fury into the sterile, quiet hallways of the facility, the hum of technology echoing off the walls. Fury's steps were steady, purposeful, while Wolverine and Deadpool trailed behind. They entered a secure room, and Fury motioned for them to sit.
"There's a situation," Fury began, his voice now devoid of humor. "Someone stole one of our projects. A project we were working on for years. A weapon... but with skills beyond anything we've encountered."
Deadpool immediately leaned forward, eyes wide. "Oooh, sounds juicy. What's the name of the big, bad project?"
Fury's voice didn't falter. "Her name is X-23."
Wolverine stiffened at the name. His jaw clenched, and his eyes narrowed, focusing on Fury with an intensity that seemed to cut through the air. "X-23? What's that got to do with me?"
Fury didn't look away. "X-23 shares much of the same DNA as you."
Deadpool gasped, his hands flying up in mock horror. "Oh, snap! Clone Wars! The mutant edition!"
Wolverine's mind raced as he processed Fury's words. The room seemed to shrink around him as the implications hit. He stood there in silence for a long moment, but his fists began to ball, the air around him becoming thick with an anger that was rapidly bubbling to the surface.
"You're telling me," Wolverine growled, taking a step toward Fury, "that there's some project, some girl with my DNA, and you never thought to tell me about it until now?"
Fury's gaze remained cold, unfazed. "S.H.I.E.L.D. doesn't owe you an explanation, Logan. And besides, we weren't about to start handing out the details of an ongoing operation."
Wolverine's claws slid out with a terrifying SNIKT, the metal glinting under the sterile lights as he took another step forward. "You don't owe me an explanation? Who in the world do you think you are, Fury? You contact me after the damage is done? You think that's how this works?"
Deadpool, somehow having found a bag of popcorn during the tension-filled exchange, leaned against the wall, watching the two with an amused grin. "Ooooh, Fury's in trouble now. Looks like we're gonna have a meeting of the minds... you know, minus the mind part."
Fury sighed, pinching the bridge of his nose before composing himself. "I don't have time for your anger, Logan. We need to put our differences aside. There's a bigger issue here—X-23 has been taken. And if she's out there, we need to find her before whoever has her does something worse."
Wolverine's fists unclenched, but the raw emotion was still there. He took a breath, forcing himself to calm down. His tone, though quieter, was still thick with rage. "I'm not doing this for you, Fury. I'm doing it for her. She's just like me, treated as a weapon before she even knew what she was."
Fury's eye softened slightly, acknowledging the truth in Wolverine's words. "Then let's find her, before she becomes another weapon in the wrong hands."
Deadpool clapped his hands together. "I'm in! Let's go find some X-23... whoever she is." The merc with a mouth would then proceed to look directly at the readers who are reading this story.
Fury glanced at him, then back to Wolverine, the unspoken tension still lingering in the air. With a final, terse nod, Fury spoke once more. "Then let's move. Time's already running out."
After the conversation appeared to be over, Wolverine and Deadpool walked side by side, heading back to the Honda Odyssey. The tension in Wolverine's shoulders had grown, his jaw clenched so tightly that it looked like it might snap. Deadpool, always the observant troublemaker, noticed immediately.
"Alright, Logan," Deadpool began, flipping a random candy wrapper in his hand. "You're ten times grumpier than your usual grumpy self. What's eating you? Fury hit a nerve back there?"
Wolverine stopped abruptly, his sharp gaze darting around the area, scanning for any unwanted eyes or ears. The forest was quiet, but he didn't trust it. After a moment of silence, he turned back to Deadpool, his voice low.
"That wasn't Fury," Wolverine said flatly.
Deadpool blinked, then grinned. "Wait, wait, hold up. What do you mean that wasn't Fury? I saw the eyepatch, the brooding attitude, the whole 'I'm the boss' schtick. Classic Nick Fury."
Wolverine shook his head, his claws itching to pop out again. "I'm telling you, Wade. It wasn't him. I've worked with Fury enough to know how he moves, how he talks. And most importantly…" He tapped his nose. "He didn't smell like Fury. Smelled like someone else entirely."
Deadpool's eyes widened. "Wait… are you saying someone's been pulling a Mission: Impossible on us? Like, secret identity levels of tomfoolery?"
"Something like that," Wolverine growled. "And whoever it is, they're dangerous. We've gotta get out of here before this whole thing blows up in our faces."
Deadpool nodded dramatically. "Got it. Time to hit the road before we get turned into mutant soup."
Wolverine opened the driver's door, glancing around one last time as Deadpool jumped into the passenger seat. But as soon as the doors slammed shut, a deafening explosion rocked the forest.
BOOM!
The Honda Odyssey erupted in a massive fireball, the shockwave sending debris flying in all directions. Flames roared as thick smoke curled into the sky, casting an eerie glow on the surrounding trees. The sound of the explosion echoed for miles, leaving nothing but destruction where the car had been.
Inside the Base
The figure posing as Nick Fury watched the explosion unfold from the safety of a viewing platform, their arms crossed, a self-satisfied smirk playing on their lips. As the flames died down, the imposter chuckled softly, the sound morphing into a low, sinister laugh. Their body began to shimmer and shift, the illusion of Fury melting away like water.
In his place stood Mystique, her iconic blue skin gleaming under the artificial lights. Her golden eyes burned with triumph, and her red hair fell in perfect waves as she straightened her posture, soaking in the aftermath of her deception.
"Too easy," Mystique murmured to herself, her lips curling into a grin. "And to think, Logan didn't even see this coming until it was too late."
END OF CHAPTER 13: THE MASTER PLAN PART 2
BGM: Spider-Man TAS 1994 Ending Theme
Scorpion: It's still three against seven, Web-Head!
Rhino: The odds ain't in your favor!
Gambit: You see, that's where y'all are making a crucial mistake. Spider-Man is on my side, and the cards have always been in my favor!
Black Cat: Can we focus on fighting please?!
Next time on Spider-Man & The X-Men: Dreams & Nightmares!
The Master Plan Part 3
Spider-Man: Catch you guys later!
Author's Note: And there goes chapter 13, y'all! I hope you guys enjoyed it, and if you haven't noticed, things are picking up a bit. I can't wait to write chapter 14! But anyway, if you guys did enjoy this chapter, then give this fic a FOLLOW AND A FAVORITE! Don't forget to READ AND REVIEW! See ya guys next time, and be sure to check out my other stories until I post chapter 14. Peace!