Hey everyone, it's acw28 back with another chapter of One Small Change!

So, as everyone has seen, Mystique being able to stay with Kurt has already caused some pretty big changes to the story. While there are some things staying the same, one of the main changes is that Rogue is already with the X-Men. Because of this, we don't really need the episode of Rogue changing sides. Instead I thought I'd try something a bit different, and a bit more original.

With that said, I hope everyone enjoys this chapter, be on the lookout for some special guest stars.

Disclaimer: I am just a fan and own nothing.


It had been a rough week for Kurt. After he'd had a small argument with his sister, the teleporter had inadvertently stumbled upon an advanced laboratory hidden under the school and had activated a device that transported him into a pocket dimension. There, he met the device's creator, a teenage mutant named Forge who'd been stuck in the pocket dimension since the 1970s. Thankfully the teen's mutant abilities allowed Forge to create a device to allow Kurt to teleport home just a split second to let the other's now of the situation, which led to the two being freed from Forge's creation.

After that Kurt and to sneak himself and his sister out of the Institute to have an emergency meeting with their mother. Really it was more of a dinner, Kurt and Raven not having to worry about their true appearance for a change. Yet there was still some tension during the conversation that amounted to Raven telling the teens she was worried Magneto would be making his big push shortly, to be ready and to not take any unnecessary risks.

Those thoughts kept swirling around Kurt's head as he tried to focus on the basketball game. Bayville had been invited to play an exhibition match by some Magnet school in the city, so of course the coach wouldn't turn down the opportunity. And of course the rest of the X-Men went to cheer Evan on as he played, although Kurt made sure to keep his eye on Pietro as well, just incase the speedster decided to make a show of himself. Thankfully nothing of importance had happened yet, but he did have another problem.

"I'll be right back." Kurt announced as he stood and shimmied along the stands, on a quest to obtain another chili dog. Somehow the group of students from Bayville had managed to get seated in the middle of the bench, which meant Kurt had a fair bit to go. Still he was making good headway, until someone pulled on the back of his shirt. Pausing, the teen figured it was someone from the Magnet school and was about to give them a piece of his mind. That was until he saw a wayward basketball go flying through the air, right where his head would have been. Thankfully the ball didn't hit anyone else either and just bounced off an empty seat as the referee blew their whistle.

Now turning around with a different purpose, Kurt said, "Thanks, that would have hurt."

The teen Kurt was talking to seemed to be about his age, maybe a year older. The brown haired, brown eyed boy had a small mole under their left eye and wore a grey long-sleeved shirt under a blue short sleeve along with brown pants and black tennis shoes. The only other standout feature was the camera hanging around the young man's neck. In response to Kurt's thanks, the teen said, "Don't worry about it, just keep your eyes on the ball next time." He then held out his hand and introduced himself, "Peter Parker."

Shaking the offered limb, Kurt smiled himself as he said, "Kurt Wagner, and don't feel too bad when Bayville wins this match."

Peter opened his mouth to reply, only for a joking voice to call from behind the pair, "What are you up to Tiger? Fraternizing with the enemy?" Although Kurt wondered how Peter had gotten such a nickname, those thoughts stopped when he looked at the beauty before him. The green-eyed redhead had the stunning looks of a model, her stylish pink shirt and denim skirt only sold this fact even more. The mysterious beauty then pointed to Peter's camera and asked, "Is that for the Bugle?"

Shaking his head, the teen stated, "Yearbook requested I get a few shots in, but in New York? You never now what'll happen." The young women accepted this with a smile before walking off. As Peter turned back to Kurt, he seemed to sense the younger teen's question as he explained, "Yeah, that was Mary Jane Watson. She recently transferred in for Midtown's theater program. And before you ask, no I have no idea where 'Tiger' came from."

Absorbing the relevant information, Kurt asked, "So what you're saying is, she's single?"

Giving a half-hearted shove, Peter said, "Trust me kid, way out of your league. Now go get your snack before something interrupts the game."


Having successfully grabbed another chili dog, Kurt made it back to his friends with much less difficulty. As he took his seat, Anna Marie noticed her brother's return and asked, "What took so long?"

"Just making friends with the locals. Not everyone here is a rich brat like Laura feared." Kurt answered. Still, he couldn't shake the feeling that something was about to go wrong. When the far wall exploded in a shower of bricks, Kurt mumbled to himself, "I hate when I'm right."

"Like, what is that?" Kitty asked the question on everyone's mind. Despite seeing some strange things in the circus, Kurt was at a lost as to what the hulking monstrosity was. The only distinct features where the large, white spider pattern on its torso, the white circles where eyes would normally be, and the large teeth hanging out of its mouth. The rest of the creature was a hulking black mass in the vague form of a human, but an extremely tall and had way too much muscle.

Kurt got his answer when Evan jogged over to the group, "The creep goes by Venom, his real name is Eddie Brock or something, not sure how he got his powers but I doubt he's one of us." Turning to Scott, the teen asked, "What's the game plan?"

The crowd was already in a panic, running towards the nearest exit as Venom started ripping up the court, yelling something about Spider-Man needing to stop hiding. After a quick glance around, Scott spoke up, "Help out where you can, get people out of here but be subtle about it." Everyone could hear Laura snorting at that last bit, but knew she wouldn't do anything too reckless.


Once everyone separated, Kurt quickly lost track of his friends in the chaos. He saw one of the members of the Midtown team, a tall and muscular blonde guy with a brace on his left leg, throw a basketball into Venom's face, only for the villain to unleash a tendril from his arm in an attempt to hit the teen. The teleporter saw a brief flash of red under the basketball player's feet before the wood of the court exploded, knocking back the teen but causing him to dodge the attack. Elsewhere Kurt saw some of the debris change direction mid-air while some larger chunks where broken a part by a red blast.

Eventually the gym had mostly cleared out, save for a few stragglers. At some point Venom's attention had shifted from terrorizing the crowd to fighting someone, who Kurt wasn't sure of, but he did hear some conversation between the two. A quick glance around revealed that most of the X-Men had cleared out. Believing himself to be the last one, Kurt was about to teleport outside, only for his eye to catch a flash of red disappearing behind some of the larger rubble. Betting that the person's attention was on the fight, Kurt teleported across the room and behind Mary Jane Watson.

Tapping the young woman on the shoulder, Kurt was reward with a slight gasp before the redhead clapped her hands over her mouth. Quickly apologizing, Kurt said, "Sorry, I have a tendency to just appear out of thin air. But maybe we should pull a disappearing act?"

"I can't." Mary Jane stated before explaining, "I've got to find Peter, he always gets mixed up in these things."

The mutant was going to voice his opinion that Peter was already outside but didn't get a chance as Venom came crashing through the rubble. Thankfully the villain seemed too focus on the fight to even glance at Kurt or Mary Jane, although the teleporter noticed several black streaks on some of the debris.

'Hmm, guess he does bleed.' Kurt thought to himself just before he took note of someone new.

"We really need to stop meeting like this." Although the voice was familiar, Kurt couldn't place it. It came from the man wearing the red and blue outfit with a webbing pattern along the red sections of the torso, legs, arms, and the mask that covered his head. The man also had a small, spider like symbol in the middle of his chest. Quickly realizing the statement wasn't directed at him, Kurt turn to hear Mary Jane's explanation.

"I'm not going after trouble this time," the girl explained, "I'm just looking for my friend."

"The werido who tries following me around to sell pictures for Jameson?" When Mary Jane nodded, the man pointed his thumb over his shoulder towards the exit and declared, "I caught him when I first arrived and told him to take a hike, he's probably already outside, where you both should be." Kurt saw the eyes of the mask widen slightly before the apparent hero crouched even further down, barely dodging a thrown basketball hoop. Seemingly not bothered too much at the turn of events, the masked man finished by saying, "Now run along while I see how Eddie managed to sneak out of Ravencroft and how he found the symbiote, again." Before either of the teens could comment, the hero had already jumped back into the fight.

Seeming to take heed of the man's advice, Mary Jane turned on her heel and started walking toward the nearest exit, only to slip on some of the uneven rubble and fall down, scrapping her arm on one of the larger chunks. Quickly helping the redhead to her feet, Kurt asked, "Are you alright? That's a pretty nasty spill."

Pulling her arm up to examine the cut, the teen shook it off as she said, "Nothing a band aid won't fix."

Seeing that conversation had ended, Kurt asked, "Just who was that anyway?"

Now at the exit, Mary Jane gave Kurt an odd look as she asked, "What? You've never heard of Spider-Man?" She didn't wait for an answer as she opened the, somehow still intact, door and headed outside, Kurt following after her. It wasn't long until he spotted the rest of the X-Men, already giving witness statements to the seemingly innumerable police officers that had the block sectioned off. As he made his way over, Kurt turned just in time to see two shapes, one distinctly larger than the other, jump out of the now ruined school. Once the teen was pulled aside by a cop to give his own statement, Kurt couldn't help but wonder to himself two things. First, how come nothing this exciting happened at Bayville? Second, where were all of the students from Midtown suppose to have class on Monday?


After the excitement of Friday night, the weekend and the next week went by fast, even with the Danger Room training. It was the following Thursday morning when things began to get interesting, when the Professor made an announcement at the breakfast table. Seeing that everyone was gathered, Charles cleared his throat to get the teenager's attention. With all eyes on him, the man began, "Now, I'm sure you all remember the incident at the basketball game against Midtown Magnet School."

"Trust me, I'll remember it as the one we didn't cause." Logan spoke up from the far end of the table, not minding the dirty look his daughter sent his way.

"Something we are all grateful for no doubt." Charles replied, trying to get the conversation back on track. "Now, while most of the damage from the brawl between Spider-Man and Venom was confined to the school's gym, there is also extensive damage to much of the main building, making it unsafe for students. Due to this the administration has reached out to other schools to teach Midtown students while repairs take place."

"The fight was only a week ago, does this strike anyone else as a little too fast?" Jean asked, voicing a valid concern.

"It seems that due to certain events, the school board had drafted a procedure for this situation, just in case." Charles explained before shifting the focus of the conversation back to the main subject. "As it stands I've been informed by Principal Darkhölme that Bayville will be teaching several students from Midtown. Seeing as how the mansion has several extra rooms, I volunteered to house the transfer students for the duration of their visit."

While all of the teens were taken aback by this, it was Laura who voiced the question. "And just why would you do that?"

Before the man could answer, it was Ororo who put it all together, "You're trying to recruit him, aren't you? You think Spider-Man is one of those students?"

"What? No way." Evan stated before explaining, "Spidey hasn't been around all that long, maybe a year tops, but with what he's faced? The dude's got way too much a handle on his powers to be our age."

"Be that as it may, I have my reasoning." Charles explained. "While it wasn't my area of interest, a…friend of mine had a passing interest in psychology," a quick look between Kurt and Anna Marie confirmed they knew who the Professor was referring to, "and I have picked some of it up. This Venom targeted Midtown High in hopes of drawing out Spider-Man, they had a very strong belief that one of the students is the hero."

"So we're following the bad guy's lead now?" Logan voiced his concern before stating, "I understand we're looking to recruit, but why haven' you used Cerebro?"

"I have tried." Charles admitted, "While the system is able to scan for an active X-gene, it has yet to locate one in New York. I have two theories for this. The first being something like young Evan here, in that Spider-Man has such a grasp on his mutation that I am not able to locate his signature in such a broad search, and I am hesitant to focus too much or risk unintentional harm to myself and him."

"And the second?" Scott asked.

"While I'm sure we have not been paying too much mind to the news, there are some strange events happening in the city." Charles explained, "It is possible that these…unique individuals, while not mutants, cause enough interference that I can't properly detect a mutant signature in their vicinity, somewhere Spider-Man would no doubt be." Getting back to the main announcement, Charles finished by stating, "No matter the reason, just know we will have a number of guests staying with us for the foreseeable future. They will arrive later tonight, so please be on your best behavior, and that means no powers outside the sublevels."

Despite himself, the Professor couldn't help but chuckle at hearing the displeased groans. Sometimes it was good to be in charge.


Peter was not enjoying himself. It was bad enough that Venom had practically destroyed his school, now he was being bussed out of the city to finish off the year. With all the craziness happening in New York, Peter was hesitant to leave his Aunt May in the city by herself and was hoping to take advantage of the independent study that he knew several students were taking advantage of, but Aunt May had already signed off on the transfer request before Peter even had the opportunity to make his case. So the High School Junior had spent his Saturday packing the essentials before being loaded up on a bus with some of the football team, which included the bullies Flash Thompson and Kenny Kong; although Hobie would behave at least. Also on the trip were two of the cheerleaders; Sally Avril, who was in a mood as her boyfriend, Rand Robertson, would not be joining the group, and Liz Allen, Peter's ex. There was also Glory Grant, Kenny's girlfriend who helped to reign in more of his obnoxious behavior. At least Peter was joined by some of his friends, Harry and Gwen, although the three hadn't spoken much since the incident with Harry's dad late last year. And of course there was always Mary Jane.

Despite having a few friends to share in his misery, the hours long bus ride still proved tedious. As the bus slowed down to turn into a long driveway, Peter looked out the window to try and get a view of where he'd be staying for the next few months, the teen surprised himself when he vaguely recognized the mansion the bus was heading towards, having seen a photo of it years ago in a magazine. Voicing his thoughts, the boy quietly said, "No way."

Although he doubted anyone had heard him, Mary Jane spoke up and asked, "Something on your mind Tiger?"

"I thought it was just a coincidence when I saw his name on the form," Peter excitedly began, "but I can't believe it. We're staying with Charles Xavier, he's one of the world's leading authorities on genetics, he specializes in spontaneous mutation."

"This isn't going to be another situation like Dr. Connors, is it" Gwen quietly asked, no doubt not wanting another Lizard to be running around the state.

Shaking his head, Peter replied, "I don't think so, from the papers I've read Professor Xavier is more so of the theoretical side of things rather than experimental."

"I've got no idea what any of that means." Flash yelled from the front of the bus, "All I heard is that we're staying with another egghead of Parker proportions." With the comment a little harsher than usual Peter was reminded that Flash was also in a bit of a mood as his girlfriend had gotten a part in an off Broadway play and had elected to stay in the city.

While Peter tried to think of someway to defuse the situation, it was Harry who spoke up, "He's smart, but the man's also rich." Taking a look at the approaching mansion, the teen commented, "It's no penthouse, but it looks comfortable."

Any further conversation stopped as the bus pulled up to the end of the driveway. As the teens exited the vehicle, Peter could barely contain his excitement at meeting Charles Xavier, although he had no idea who the other two people were.

For his part, the Professor smiled as he welcomed the group. "I trust everyone had an enjoyable trip?" When he received nothing but groans, the man held his smile as he introduced himself, "If you have not already been informed, I am Charles Xavier, I'll be housing you all during your stay in Bayville." He then introduced the two people next to him. "This is Logan Howlett, he handles the security on my property, and this is Ororo Munroe, she assists me in the upkeep of my house." He then gave the group of teens a warning by saying, "While they are both my friends and employees, they are not maids or cooks. You are expected to look after yourselves and help around the house, is that understood?" When the teens replied with a number of yes's, Charles' smile returned as he finished his greeting, "Excellent. I also have a few students attending Bayville High." Taking a glance at his watch, the man asked, "It's about time for dinner, why don't you all come in and meet your new housemates?"


Despite the restriction of no powers at the table, dinner was still a lively affair. Taking a glance around, Logan noted that the Midtown kids seemed to be getting along well with the other teens. Peter and Kurt had broken off early on, Laura and Wanda had made quick friends with Mary Jane and Gwen. It had taken a bit longer, but Sally had eventually warmed up to Kitty. Hobie and Evan eventually got to talking, although Ororo's nephew easily lead the conversation. The rest were still a little standoffish, but the man figured they'd integrate by the end of school tomorrow.

Getting back to his paper he'd been meaning to read since this morning, Logan was skimming an article about Howard's brat when one of the kids, Gwen if her remembered correctly, took notice of the front bag and called across the table, "Hey Peter, it looks like your photo got picked up outside the Bugle. You should probably ask Jameson about the royalties for those." Taking a quick glance at the front page, Logan saw a photo of Spider-Man fighting against Venom, but what held his attention was the photo credit for Peter Parker.

Turning to the teen, Logan asked, "Parker, huh?" When the boy nodded, Logan asked, "Any relation to a Richard or Ben Parker?"

"They were my father and uncle." The teen replied, by now the other conversations had ceased, everyone focused on the exchange.

Nodding, Logan commented, "They were some good men who certainly deserved to live longer lives. I'm sorry for your lose."

"You knew them?" Peter asked.

Again, Logan nodded, "Meet them and their wives while the two were in the service. Saved my hide a few times, and I saved theirs as well."

"Wait a second." Flash interjected, "Are you telling me Mr. Parker was in the military?"

"Uncle Ben was an MP for awhile." Peter explained before turning his attention back to Logan and stating, "Although I'm confused when my dad would have enlisted, as far as I know he was a scientist."

"Richard didn't serve in any official capacity." Logan explained, "I'll have to talk to Fury about sending you some of the declassified mission reports." From the smile on the kid's face, Logan could tell that meant a lot to Peter. Although he was sure the kid had more questions, the conversation ended as desert was brought out, and Charles began to explain the sleeping arrangements.

"While my home is quite large, I'm afraid some of you will have to share a room." Turning to the football players, the man asked, "Flash and Kenny, is it alright if you share a room?" When the two said yes, Charles asked the same of Harry and Hobie, receiving the same answer.

As the Professor was about to move on, Flash quickly noticed something and asked, "Hey, does that mean Parker gets to bunk with one of the girls? Can I switch roommates?"

"Sorry bub, but the School Board insists we play by their rules. No one is getting a co-ed room. Peter will get his own room." Logan explained, ruining Flash's scheme.

"As Logan put it, some of you will get their own rooms." Charles said, getting everyone's attention. "Now ladies, and I suppose I should have asked the gentlemen this as well, are there any preference for roommates?" Predictably, the cheerleaders opted to room together, meanwhile Gwen, Gloria, and Mary Jane all agreed they could room together if there was enough space. As their wasn't, a quick tournament of rock, paper, scissors determined that Mary Jane got the single room.

Smiling once more, Charles declared, "Now that the rooming situation is sorted out, feel free to enjoy the rest of your night. Although I'd advise you not to stay up too late, everyone has an exciting day tomorrow." With that Charles left the table and wheeled himself back to his room. As the man was editing a recent paper, he wasn't surprised to be joined by Logan and Ororo. Addressing the two, the man asked, "Your thoughts on the matter?"

"If the hero is one of the kids, my money would be on Parker." Seeing the Professor's raised eyebrow, Logan explained, "Like Ben, Richard was a field agent, as was his wife, but his primary area was the lab. It wouldn't surprise me if something spilled on one or both of them that gave their kid an X-gene."

"Interesting theory." Charles conceded before giving his own. "I was curious if it was young mister Osborn, he'd certainly have the finances needed to research and perfect his abilities."

"Why are you two so set on Spidey being a boy, perhaps the hero is actually a heroine." Ororo challenged. "Miss Stacey certainly has the intelligence to pull of such a rouse."

Again, Charles conceded it was a valid theory. "In any case we have the remainder of the school year to observe them and try to figure out who is the hero among the lot. Spider-Man has been careful, but eventually he'll slip up. For now, let us hope Bayville does not present too many problems to our transfer students."


Peter had been having a good morning. Bayville was a little hotter than the city, meaning the teen had slept shirtless. Not being a morning person, Peter forgot this as he groggily wondered the halls of the Xavier Mansion looking for an available bathroom. He did come across a few of his classmates, but didn't fully comprehend the situation until he passed Flash and Sally, although he did get a kick out of the two denying "puny Parker" could have six pack abs.

From there the morning was fairly average. He'd had a brief conversation with Professor Xavier about some of his newer work, and gotten a few tales about his family from Logan. But his mood took a turn when he glanced at the newspaper and was reminded a certain ex-friend of his was certainly going to be causing trouble in the city. However there were a few more immediate concerns.

While Peter dressed as he normally did, Mary Jane had opted for some jeans and a black t-shirt featuring a heart design with a familiar web pattern and set of eyes. While the girl seemed to always be in style, she was the odd one out as everyone else dressed as normal, save for the cheerleaders who were told their uniforms would be breaking the dress code, something Principal Darkhölme was surprisingly strict about. So while the girls had to change into their street clothes, the footballer players were free to wear their Lettermen jackets.

While it seemed the Xavier Institute students carpooled to Bayville High, the visiting Midtowners were forced to take the bus, already gaining some weird looks for Flash's, Kenny's, and Hobie's jackets. Peter had the feeling these were mild reactions compared to what was to come. As everyone made their way off the bus, Peter knew his suspicion was correct when a teen looking very much like Flash, save for the jacket being red instead of green, came stalking over.

After sizing up Flash, the new comer stated, "Pretty bold of you to wear a rival school's colors."

Flash just gave the other blond a glare before stating, "A mustang does not remove their coat, no matter what."

Peter fully expected a fistfight to break out, only for the other teen to smile and hold out his hand, "Guess you guys are alright, I'm Duncan Matthews, quarterback."

Returning the grin and offering his own hand, Flash replied, "Flash Thompson, same."

Once the handshake was over, Duncan commented, "I have a feeling you'll fit in just fine," he then noticed Peter and Harry, "some of you better than others." The conversation would have continued, had the first bell not rung. "Yeah, looks like you got stuck on the late bus. My folks are out of town, so I've got a party going on tonight. Feel free to drop by, just remember: no freshmen."


Following the brief excitement of the morning, the school day passed quickly. As nearly everyone had left for Duncan's party, Jean and Scott included, that left the freshmen of the X-Men the run of the mansion, which to Laura meant that she was free to use her powers. As such, the teen thought nothing of it as she popped her claws to skewer an apple out of the fruit bowl, only to quickly retract her claws and take a large bite to hide the claws marks when she saw Peter sitting at the breakfast bar. Thankfully the teen was too focused on his schoolwork to notice her mishap.

Speaking up, Laura asked, "What are you still doing here? I figured everyone would be at Duncan's party."

"Not really much of a party person." Peter replied as he drew a chemical equation. "I'm surprised MJ didn't go."

"If it wasn't for this stupid stomach ache, I probably would have." The girl in question stated as she entered the kitchen. Unknown to either Peter or Laura, the redhead had a severe stomach ache, along with other pains, for the past week. She had tried to stick it out, but ultimately went to the nurse's office after lunch and had been sent back to the Institute soon after. Once back in her room, she'd changed into a loose shirt and some sweatpants and had done nothing best rest, which seemed to greatly help. While she still had a slight stomach ache, she was also ravenously hungry. After a few minutes of digging through the fridge, the girl found something appealing, 'Tatter tots? I haven't had those in forever.'

However, just as she was about to grab the bag of frozen potatoes, Mary Jane suddenly began coughing violently. She could vaguely hear Peter's chair scrape against the floor as he asked if she was alright, but what grabbed the teen's attention was the feeling of something coming up her throat. After one more particularly violent cough, the red head pulled her hands away and stared in shock at the resting red and black blob in her palm. 'Is that my blood?'

The question stayed unanswered as she felt something crawl up her throat, out her mouth, and wrap itself around her ear. She vaguely heard Laura say something about getting her to the Professor. She reacted on instinct when she felt someone trying to guide her out of the room, roughly pushing them away.

Peter was stunned to see his friend shove Laura across the room, the younger girl hitting a cabinet. Trying to take charge of the situation, he called out, "MJ! You need to calm down."

This seemed to knock Mary Jane back to her senses. By now she could feel that half her face was covered, yet she could see perfectly fine. She could also feel more of the ooze creeping up her throat, worse she could feel some of it coming out of her skin. Not knowing what was happening to her, but fearing it could hurt those around her, the girl cried out, "Stay away from me!" before running out of the kitchen. She knew she should have locked herself in her room, or maybe bolt out the front door, but the large windows presented the fastest exit.


Back in the kitchen, Peter quickly helped Laura back to her feet. "You okay?"

"Fine." Laura stated, wincing a little as she felt her ribs knit back together, "Just a little tender."

"Alright, you stay here and rest. I'll see if I can catch up with MJ." Peter didn't wait for an answer as he raced out of the room. He glanced quickly at the broken window before racing past Professor Xavier and up to his room, he needed his suit for this.

Seeing the destruction of his home, Charles calmly wheeled himself into the kitchen, ready to give Laura another lecture, only to see the girl calmly sitting down. Curious about this odd behavior, the man asked, "What happened here? And why is Mister Parker running in the halls?"

"From the looks of things, turns out Mary Jane is a Mutant. Her stomach ache was a precursor to her powers awakening. She freaked out and ran. Peter went after her." Laura calmly replied, happy to get a full breath again.

This greatly troubled Charles. Thankfully Mary Jane's situation had only been exposed to Peter, hopefully the boy could keep a secret, but it still presented a danger to all of Mutant-kind. Devising a plan, the man asked Laura, "Do you have Miss Watson's scent?" When Laura nodded, Charles ordered her, "Gather the rest of the team and track her down, try to calm her down. I'll go talk with Mister Parker." Not bothering to reply, Laura ran off to the elevator to get to the subfloors, no doubt already texting everyone to get in their gear.

As he wheeled himself to the guest wing, Charles sent a text of his own to Jean and Scott. He didn't give them much details, only to keep all the Midtown students at Duncan's party.


It was a rare time when Flash didn't enjoy a party. Maybe it was because his girlfriend wasn't around, or maybe it was because he didn't know hardly anyone here. Regardless, for once the quarterback had a hard time mingling with the students of Bayville. He had spoken to Duncan for a bit, thinking there was a kindred spirit between the two of them, only to find out the local quarterback was an ass. Flash would readily admit he could be a jerk at times, but it was a completely different level when Duncan suggested Flash cheat on Sha Shan with Mary Jane, claiming it'd look good if both quarterbacks had a redhead on their arm. When Flash politely stated he'd never do that, Duncan questioned if he could "have a crack at her then." It took a lot of restraint for Flash to not give the other blond a knuckle sandwich.

As he wondered around the party, he found the rest of his friends were having a good time. Gloria and Kenny were hanging out at the snack table making friends. Sally and Liz were having a good time on the dance floor. For a change it seemed Hobie was the one doing the talking instead of just listening. It seemed everyone was having a good time except Flash. Well, except Flash and one other person handing out on the back porch.

Seeing that she didn't have a cup in her hand, Flash commented, "How'd I know you'd be the one to follow the rules?"

"Being a cop's kid will do that to you." Gwen replied with a small smile.

"Or give you incentive to rebel twice as hard." Flash fired back, getting rewarded with a slightly bigger smile. A quick glance around revealed no one, prompting the football player to ask, "Hey, where's your boyfriend?"

In response, Gwen pointed out to the backyard, where Harry was doing a keg stand to the cheers of the crowd. 'Well I certainly wouldn't have expected that.' Flash commented to himself before asking Gwen, "So since you're up here, and he's down there, I'm guessing you're not having a good time?"

Gwen took a minute to collect her thoughts before answering, "Me, Harry, and Peter, we're not exactly party people. Sure we would talk about what we would do at one, but at the end of the day we were comfortable where we were." By now Harry had finished his stand and had returned, shakily, to the ground as the crowd cheered louder. "But after the Green and everything with his father, it's like I don't know him anymore."

Making a decision, Flash put his drink down and asked, "Do you want to get out of here?" Seeing the look Gwen gave him, he explained, "You're not having a good time and neither am I, so what's the point in sticking around?"

"Wasn't Scott our ride?" Gwen asked, prompting Flash to shrug his shoulders.

"There's a bus stop not too far from here, I'm sure between the two of us we can figure out how to get back to Xavier's place." Flash reasoned.

Taking a moment to think it over, Gwen nodded as she said, "Alright, just let me text Harry to let him know we're leaving." As the girl got out her cellphone, Flash helped to steer her through the crowded house. He was a bit surprised when Gwen lead him into the kitchen, stopping briefly to pick up a plastic cup and downed its contents in three big gulps. As she crushed the cup, she turned to Flash and stated, "Let it never be said I can't rebel in moderation."

Despite himself, Flash chuckled. Sure he was stuck in Bayville without his girlfriend, but if he got to see the fun side of the nerds maybe it'd be worth it.


Mary Jane wasn't sure how far she'd run, only that she'd somehow made it into an old warehouse. By now both her legs, one of her arms, and much of her chest had been covered by the red and black ooze. Finally feeling tired, the young woman collapsed. Looking at her hands, she wondered aloud, "What is happening to me?"

She didn't expect an answer, but a voice from the shadows replied, "Looks like yet another life ruined by Spider-Man."

Dread filled Mary Jane, she recognized that voice. Turning around the girl was greeted by the frightening smirk of Venom. As the villain stalked forward, the teen tried to scramble away as she called back, "What are you talking about? Spidey's a hero!"

Venom laughed before he explained, "He allowed the Black Cat to go free twice, caused the accident that turned Max into Electro, he defended Norman Osborn from those whose inventions were stolen by the man, he tried to kill us! Does that sound like a hero to you?" Despite herself, Mary Jane could that Venom was making some sense as he continued. "And that's not even accounting with what happened to you."

"To me?" Mary Jane asked.

"You were at our last fight, weren't you?" Venom didn't give the girl the chance to answer as he monologue, "He could have saved you, gotten you safe. Instead he focused on being a glory hound and helped get you infected with the symbiote."

"Symbiote?" the girl questioned, remembering Spider-Man mentioning it before. If her memory served so did Peter nearly a year ago.

Venom didn't answer her, instead he stated, "Yours isn't the first life to be ruined by the web head, but it could be the last. Help us end him before more have to suffer."

In the back of her mind, Mary Jane knew Venom wasn't telling the complete truth. But currently, she was scared, confused, and angry. Scared at what was happening to her, confused as to why it was happening and why Spider-Man hadn't helped her when he could, and angry that her normal life was over. She needed someone to blame, and Venom gave her the perfect target.

By now the ooze had completely covered her, a few moments later large white circle appeared where the girl's eyes would be while her mouth opened to reveal a large amount of fangs. The ooze covered the girl from head to toe, forming a blood red suit with random black marks. Catching her reflection in some standing water, Mary Jane gave her new form a grin before turning to Venom and saying, "Let's give Spider-Man a little carnage."


Skyscrapers, that was another reason Spider-Man preferred the city. The towering buildings made it so easy to webswing from point a to point b. Bayville had its charm, but it took so long to get around. Of course it would have helped if the hero had a specific destination in mind. Tracking MJ down was a challenge, especially since Spidey didn't have a good idea how to track anything down. Usually he'd be able to tag something with a spider tracer, or use context clues to figure out where his foe was likely heading. Unfortunately he'd not been anywhere near his gear when Mary Jane had her freak out, and the girl wouldn't have any specific place to run to in this town.

Thankfully the hero got a small break, in the form of large red splotches on the sides of a number of buildings. Rather than think of what that could mean for Mary Jane, Spider-Man instead focused on finding his friend so he could get her the help she needed. It was slow going, the hero often needing to backtrack when he missed a marker, but eventually he made his way into an old industrial warehouse. Making his way in through the skylight, Spider-Man's heart skipped a beat when he noticed the larger than average red spot on the floor.

Jumping down, Spidey traced his fingers along the edge of the stain as he wondered to himself, "Just what is happening to you?" Any further thoughts were stopped when a fist collided with the back of his head. Turning his fall into a roll, Spidey quickly turned around. As there was only one person who could get the drop on him without activating his Spidey-Sense, the crimefighter wasn't shocked to see Venom standing before him.

"Geeze, you're like a bad ex, stalking me whenever I go on vacation." The wall crawler quipped as he got ready for a fight.

"Ah, but we just wanted to introduce you to our new friend." Venom replied as they crossed their arms.

'New friend?' Spidey asked himself before hearing a set of footprint running towards him from the right. While the hero was shocked that yet another person found a way to avoid his Spidey-Sense, that shock grew when he saw the red and black female figure charging towards him. 'What did he do to you MJ?' Spidey questioned to himself before asking aloud, "The symbiote reproduced?" By now Mary Jane had reached the hero and tried to attack, only for Spidey to steadily dodge each blow.

"Reproduced, multiplied, mitosis. Pick your term, the end result is that there are now more of us." Venom smugly declared as they just watched the fight.

Deciding to ignore the villain for now, Spider-Man tried to reason with Mary Jane. "Please stop, I don't want to hurt you."

"You already have!" Mary Jane fired back. She attempted to backhand the hero, only for Spidey to back out of her reach. Both of the fighters were surprised when the young woman's arm stretched outward, landing a fairly good hit on the hero.

While Spidey quickly recovered and retreated to higher ground to assess the situation, Mary Jane stared at her arm in wonder. "Well that was certainly interesting, I wonder what else I can do." As she spoke her arm shifted form, her hand balling up, swelling in size and sprouting several spikes. Seeing this, Spidey desperately started trying to think of ways to reach his friend, only for something surprising to happen.

Right next to Spider-Man, Kitty Pride stuck her head through the wall. While the three spider-powered people looked on in shock, the teenage girl gave a quick glance around before noticing Spidey next to her. Calling outside, the girl said, "Hey X-23! Wolverine! They're already fighting so there's no need for stealth."

"Good." Came the reply form both Howlett's before they both came crashing in through the windows. Wolverine extended his claws as he charged towards Venom, X-23 kept hers inside as she went towards Mary Jane.

Seeing the spectacle below him, Spidey commented, "And I thought New York City had some interesting people."

"Tell me about it dude." Spyke commented as he hung from the skyline before dropping into the action. Spidey then saw a puff of smoke before what could only be described as a blue elf or goblin appeared in the room, carrying Anna Marie with him.

Seeing that Kitty was still hanging halfway out of the wall, Spidey turned to her and stated, "You guys might want to invest in some masks, kinda easy to recognize you all."

"If you recognize us, then doesn't that mean we'd eventually figure out who you are as well?" Shadowcat challenged. Spidey was about to concede the point before the girl asked, "So, do you like, know anyway to knock these two down?"

"Extreme heat or sound should do the trick. But focus on the big guy," Spider-Man requested. Pointing towards Mary Jane, the hero asked, "Try not to hurt her, I'm sure she's just scared and being manipulated right now."

"Alright, we'll try." Shadowcat replied before calling over to Rogue, "Did you get all that?"

"Yeah, I think I have something for the big guy!" Rogue called back as she dug around her gadget pack, eventually pulling out a small disc. These seemed similar to the ones she used against the Blob, but instead of exploding they started imitating a high frequency sound. Instantly both Venom and Mary Jane fell to their knees holding their ears. Wolverine and X-23 also experienced some pain due to their enhanced hearing, but just gritted their teeth and worked through it.

Spider-Man was actually getting excited. Maybe this could be the time he'd finally put Venom away for good. Then he noticed a small detail. While both Venom and Mary Jane were in agony due to Rogue's gadget, they were reacting in different ways. Venom's symbiote was pulling itself off his skin in an attempt to get away from the noise, Mary Jane's was not. Quickly recognizing the problem, the hero ordered, "Shut it down, you're going to kill her!" Not waiting for a reply, Spider-Man shot a web out to grab the sound emitter, easily yanking it out of Rogue's hands before crushing the device.

The results were immediate as those effected by the noise were able to catch their breath. Venom quickly sucker punched Wolverine before deciding to run out one of the warehouse's bay doors, the enraged Canadian following soon after. Meanwhile Mary Jane gave a wide swing with her wrecking ball hand. When X-23 caught the appendage, she was dragged forward and dealt a headbutt before the weapon detected itself from Mary Jane, allowing the teen to dive through a nearby window and escape.

With the fight over, Spider-Man dropped down to the floor and was immediately confronted by an angry X-23. "Just what is your deal Parker? We were winning!" While she didn't mean to let it slip out, X-23 had easily figure out Spider-Man's secret due to his matching scent.

"Yeah, but at what cost?" Spidey asked as he pulled off his mask, figuring it wasn't needed at the moment. "MJ's symbiote was reacting differently than Venom's was. Something was going wrong and I'm not going to hurt my friend until I fully understand this."

"Well at least we have enough to track her down again." Shadowcat commented as she held up the wrecking ball, only to recoil as it began to liquify. "Like, gross."

Intrigued, Peter turned to Rogue and asked, "Do you have any collection jars in there?" After a few seconds of digging around, the girl found one and offered it to the hero, receiving a thank you before he scooped up part of the ooze. Turning back to the group, Peter put his mask back on before asking, "Hey Kurt, do you have a limit to where you can teleport?"

Surprised that Spider-Man had figured him out so quickly, the mutant answered, "As long as I've been there before and spatially aware so I don't teleport into a wall, I can go anywhere." He then added, "And the name is Nightcrawler."

"Alright then Nightcrawler, have you ever been to Florida?" Spidey asked.

"A few years back, why?" Nightcrawler asked.

Looking at the sample he'd collected, Spidey explained, "There's only a few people on the planet that have ever looked at a symbiote, we're going to pay one of them a visit."


Curt Connors focused on the slide he was viewing. While the university was happy to have such a renowned geneticist teaching classes and offered more or less a blank check for his research, the move had been harder than expected for his family. Martha had adjusted well enough, but Curt noticed she lacked the passion for their work that she had before the incidents. Billy had been able to make a few new friends, but still dealt with the issues of being the new kid.

Hoping to at least forget about his worries, at least for a little while, the man reached out with his robotic arm to grab the next slide, but he nearly dropped it when a voice called out, "While I like your new lab doc, I can't help but feel like you're downsizing."

Although surprised to see Spider-Man casually hanging down from the ceiling, Curt kept his composure as he joked, "Well unfortunately not every university is as well funded as Empire State." Turning serious, the man stated, "I know you did come all this way to say hi, what can I help you with Spider-Man?"

As he spoke, the hero held up the jar with the sample he'd previously collected. "I was hoping you could take a look at this."

Wordlessly taking the jar, the scientist began to prepare the sample for viewing. While noting the consistency was close to blood, the man's real surprise came when he placed the sample on a slide and viewed it under the high-power microscope. Quickly turning to the hero, Curt asked, "What happened to the symbiote after its removal from Eddie?"

"Why do you think it's the symbiote?" Spidey quickly asked.

"I only got a chance to briefly examine the specimen before it was stolen," Dr. Connors explained as he worked, connecting the microscope to a monitor and turning it on, "The from the sample you brought me are extremely similar to it."

"Similar? What's the differences exactly?" Spidey asked, concern bleeding into his voice.

"As strange as it is to say of the formless lifeform, the symbiote cells were very much like our own but had some unique characteristics. I hypothesis that if contact were made, we'd still see the difference." By now the monitor had booted up and the geneticist began to excitedly point to the image, "But look at this, I can clearly see some normal red blood cells from a person, but I also see some that are taking on the symbiote's unique characteristics. It's almost as if the symbiote has mutated into something akin to a virus and is fusing with its host on a cellular level." Turning back to the hero, the man asked, "Just where did you get this sample?"

"From somebody who I failed, someone who needs my help." On that ominous note, the hero shot a web up to the ceiling, but before climbing away gave Dr. Connors one last piece of advice, "Doc, I know it's tempting, but you should really destroy the sample. Trust me, you don't want to be mixed up in this."

Now left alone, Curt pondered the hero's words. The sample could help in so much research, solve so many problems. "But then again, well intentions can lead to disastrous consequences." The man said to himself as he grabbed the slide and sample jar and started walking towards the lab's incinerator.


After climbing back onto the roof of Doctor Connor's lab, it didn't take Spidey too long to meet back up with Nightcrawler.

"So, how'd it go?" the mutant asked.

Sighing, Spidey explained, "Doc said the symbiote had mutated and bonded to MJ on a much deeper level than it ever did with me or Eddie. I just can't figure out how she came into contact with it in the first place, or why Venom is still running around since there's supposed to only be one symbiote."

"What if there were more?" Nightcrawler asked, "What if the symbiote could duplicate itself?"

"It's possible." Spidey conceded, "But it still doesn't explain how Mary Jane got infected."

It suddenly hit Nightcrawler, "The basketball game!" When Spidey didn't follow, the teleporter explained, "When you were fighting Venom, he crashed in some rubble near where we were. Mary Jane tripped and scrapped her arm up, maybe a portion of the symbiote got in her cut?"

"It makes sense." Spidey said as he nodded along, "The symbiote seemed to have a rapid adaptation to its environment, which would explain why MJ has powers neither me or Venom have. It would also explain why the bond is on a near molecular level instead of just a contact bond, hopefully that means she isn't saddled with an extra voice in her head as well."

"So then how do we separate the two?" Nightcrawler asked.

"Unfortunately, we can't." Spider-Man began, "I could make some gene cleanser, but with how much the symbiote has bonded to MJ, I'm worried about the possible side effects being fatal. I think what we need to do is get her somewhere away from everything and try to calm her down."

"I might know the place, if we can catch her." Nightcrawler commented before teleporting the two back to Bayville.


Arriving in the forest clearing, Spidey noticed the abundance of fog and commented, "You guys sure have some weird weather upstate."

"It's Storm," Shadowcat explained as she walked through several trees and into the clearing, "she's trying to discourage anyone from being out on the streets and getting caught in the crossfire." Turning to Nightcrawler, the mutant said, "We managed to track her down again, but Mary Jane keeps dodging our attacks, even X-23's!"

"That'd be her Spider Sense." Spider-Man supplied, "Really handy, except when you're fighting against someone who has it or blocks it."

"So then, how do we block it?" Shadowcat asked.

"Unless you know someone that can mess with her head and get here quickly, you can't." Spidey explained, "My Spider Sense will naturally counter hers, so I just need to get the jump on Mary Jane so Nightcrawler can teleport us away."

"Teleport away? What's the plan exactly?" Shadowcat asked, only to see Spider-Man already running into the woods.

A few moments later and Spidey was above the action. As Shadowcat had said, Mary Jane was doing a good job at dodging X-23 and Spyke's attacks. He could also see Rogue trying to grab the other teen with an ungloved hand, only for Mary Jane to consistently dodge the attempts.

'Well, here goes nothing.' Spidey thought to himself as he aimed his webshooters towards the ground. He saw the look of recognition on MJ's face. As expected, she dodged the telegraphed double kick. What she was not expecting was for the hero to continue to sail pas her before, kicking off another tree to spear himself at her.

As Spider-Man held the teen down, he called out, "Anytime you're ready!" Despite her slender appearance, Mary Jane's exposure to the symbiote gave her immense strength almost equal to Spidey's. It also seemed like she was a bit more flexible, contorting her limbs well beyond Spider-Man's limit to try and gain some leverage.

Spider-Man could feel Mary Jane about to break his hold. Thankfully that was when Nightcrawler appeared, placed his hand on the hero's shoulder, and teleported the three away.


After regaining his senses, Spider-Man noticed two things. The first was that he was in a large, metal dome that looked straight out of something from science fiction, or maybe a Stark Industries project. The second was several sharp points against his chest. He didn't need his Spider Sense to know he needed to jump away as several spikes erupted from Mary Jane's back.

With some distance between, Spider-Man attempted to calm Mary Jane down. "Listen, I know this is confusing…"

Only he was cut off by the girl. "Confusing?" She questioned as her right arm formed into a whip, "Maybe, but I know I didn't ask for this!"

Dodging the attack, Spidey countered, "Do you think I asked for this either? I would have been fine leading a normal life. But I can't, not anymore."

Rushing forward, Mary Jane attempted a round house kick as she asked, "Well what's stopping you? What made you decide to put on spandex and put your nose in people's business? To ruin people's lives?"

Easily catching MJ's foot, Spidey explained, "Because when I don't good people get hurt. I can't let that happen, not again. With great power comes great responsibility."

Mary Jane seemed to grin at that, which honestly scared Spider-Man more than anything else about this fight. "Funny, you sounded like one of my friends just now." Spider-Man felt a pinprick in his hand before quickly shoving Mary Jane's foot away as a blade appeared on her heel. Forming an axe head on her forearm, the teen yelled, "You had the power to stop Venom before this happened to me! It's your responsibility to fix this!" With that she swung her arm forward, launching the blade towards Spider-Man.

Sliding on his knees, Spidey just barely dodged the blade. Getting back up, and ignoring the sound of the weapon hitting the wall behind him, the hero called out. "I know this isn't you MJ. You're scared and upset, but if we're going to figure this out you need to calm down." It took half a second for Spider-Man to realize his mistake, at which point he slapped his hands over his mouth.

Mary Jane also seemed to catch the mistake. After a few moments of silence, neither combatant moving, the teen asked, "What did you just call me?" She didn't give the hero time to answer as she charged forward. Shocked that she closed the distance so fast, Spidey was further caught off guard as his opponent reached up and grabbed the front of his mask. Quickly tearing the fabric away from the rest of the suit, Mary Jane exposed the face of Peter Parker to the room.

Her mind trying to process everything, the teen managed to ask, "Tiger?" before passing out.


"She should be up by now." Peter stated as he stood by Mary Jane's bedside. It turned out Professor Xavier had built a large complex under his family mansion. Aside from the training center, which was apparently called the Danger Room, there was also a hanger, several locker rooms and showers, and of course an infirmary. That was where Peter, still dressed in his Spidey suit minus the mask, was waiting for Mary Jane to wake up, the girl still covered in the strange mixture of symbiotic and blood.

"It isn't that simple." Professor Xavier supplied where he was reviewing Mary Jane's chart along with Wanda. "Miss Watson experienced an earth shattering event, something that has affected her entire world view. Just as the body needs rest to recover, so to does the mind." He then turned his attention back to Peter as he asked, "Perhaps while we wait, you could explain how you've managed to hide your mutation for so long."

"Mutation. There's that word again yet no one seems willing to explain what exactly they mean by it." Peter stated, more than a little angry he wasn't being told the full story.

"He means your DNA." Wanda explained. "In a small, but growing, percentage of the human population are an extra gene, the X-Gene. This gene is highly adaptive, expressing itself in a verity of ways, such as additional bone and muscle structures that can be used as claws or even telepathy."

"Usually the X-Gene does not express itself until puberty, at which point an individual's brain chemistry changes and alters their brainwaves just slightly. I can then use Cerebro to detect this change." Charles finished, "While there is currently only one man who have found ways to block my device, I don't believe you have access to his materials. So I ask again Mister Parker, how have you evaded my searching for so long?"

Taking a moment to process everything, Peter finally said, "If I'm understanding this right, your powers, and the powers of everyone who lives here, are derived from something that they're born with, correct?" When Professor Xavier nodded, Peter answered, "Then that's your answer, I wasn't born with an X-Gene." Knowing the coming question, the teen quickly explained, "During my freshmen year at Midtown, my class went on a field trip to Empire State University. There we were given a tour where Doctors Kurt and Martha Connors described their current experiment with radioactive hybrid spiders. One of them escaped and bit me. I get sick, the next morning I wake up not needing my glasses and being way stronger than I should be."

"And your webs? Aren't they organic?" Wanda questioned as she took notes.

Shaking his head, Peter asked, "Why does everyone think that?" Answering the question, Peter explained, "No, I built webshooters and came up with a compound that mimics spider silk." To prove his point, the teen rolled up his sleeve to showcase the metal band around his wrist and the trigger going towards his palm. "But getting back to the Professor's question, I'm not a Mutant like you guys, just special."

"That's one way to describe it, another is annoying. At least I'm not the only lab experiment running around here anymore." Laura added as she walked in, having overheard the tail end of the conversation with her enhanced hearing. Her enhanced senses also caught another detail. "Dude, the fight's over. Chill with the pheromones."

Getting several curious looks, Peter stated, "I honestly don't know what she's talking about?"

Rubbing his chin, Charles guessed, "Perhaps you unconsciously produce and secrete a pheromone that only those with enhanced senses, like Miss Howlet here, can detect." Continuing, the man further hypothesized, "Perhaps one of several unknown powers that we can help you better understand and utilize."

Knowing a sales pitch when he heard one, Peter answered, "Look, I'll stick around for as long as it takes Midtown to be repaired, but I eventually have to get back home. Who else is going to keep New York safe?" He then turned back to Laura and asked, "And what do you mean by 'lab experiment?"

Shrugging her shoulders, the teen casually answered, "I'm the 23rd attempt at a clone of my father. They finally got lucky with using two X-chromosomes instead of an XY pairing."

With wide eyes, Peter asked the rest of the room, "And no one considered the ethics of that?"

"Trust me Peter, HYDRA wasn't exactly ethically conscious before I was created and they certainly aren't now." Laura explained.

While Charles smirked at the friendly banter between the two, a voice soon called out to him. 'Chuck, you hear me?'

Focusing, the telepath answered, 'I hear you Logan, are you alright?'

'I will be.' The Canadian answered, 'I chased Venom to the scrapyard. The bastard threw me into the compactor and switched it on. It'll be awhile before I can cut myself loose, but that's not the worse of it.'

'Venom will shift his focus back to hurting Peter, and now Mary Jane.' The Professor finished. Knowing immediate action was needed, the man ordered the gathered teens, "Everyone out, there have been some complications and I need to guide Miss Watson back to the waking world."

As Laura opened her mouth to complain, Peter asked, "It's Eddie, isn't it? He's on his way here."

"Why can't we turn on the Mansion's defense system?" Wanda asked.

"Unfortunately we have yet to key the system to recognize Peter, Mary Jane, or any of the other Midtown students as friends. No, what's best is to wake Miss Watson and relocate everyone to a safer room."

While Laura and Wanda nodded and began packing things up, Peter asked, "How can I help?" When the Professor didn't immediately give a reply, the teen stated, "She's my friend, if there's someway to help her, to help anyone, I'd try it."

After a tense moment, Professor Xavier explained, "I am going to use my mutation to go into her mind, sort through her memories to find her consciousness and attempt to bring it to the forefront of her mind."

"Well then there you go, I've heard MJ's stories, I can help you navigate her memories." Peter supplied.

Instead of immediately accepting, Charles asked, "Are you sure young man? While I can shield my mind, we don't have the time to prepare yours. You'll be able to see her memories, but Miss Watson will also see yours. Are you still so eager to help?"

Looking at the girl on the bed, Peter once more nodded as he said, "I'm partly to blame for this happening to MJ. I need to make it right, or at least help out where I can."

"Alright then." The Professor said as he wheeled himself closer to Peter. Taking one of the teen's hands, and placing his other on Mary Jane's forehead, the man instructed, "Now, close your eyes and clear your mind."

With one last look at his friend, Peter complied.


Opening his eyes, Peter was greeted with black void. Turning behind him revealed a door similar to his bedroom's, looking ahead revealed an unfamiliar door. "Just where am I?" the teen questioned.

"In my mind." Professor Xavier replied as he walked out of the darkness, "I am using my powers to form a bridge between your mind and Miss Watson's." He then added, "Be warned that memories usually follow emotion and rarely logic, you might see some rather unpleasant things."

"Remind me to let you dig through my head sometime, I've been through a lot of unpleasant things." Peter retorted as he marched forward, "For now, let's just find MJ."

Stepping through the door, Peter was surprised to see such a familiar landscape. "Hey, this is my street." Turning to the Professor, he asked, "Why are we here?"

"This seems to be an important memory for Mary Jane. Something of importance happened this day." Noticing a figure walking down the sidewalk, the man stated, "Speaking of which, here she comes now."

"Man, I forgot how good MJ looked in that dress." Peter commented before he could think. Thankfully the Professor just gave a small chuckle, allowing the pair to hear Mary Jane speak to herself.

"While I'm glad Aunt Anna let me out to go to this dance, I can't believe I have to take the 'Smart and Kind' nephew of her friend." The girl spoke allowed.

"Ouch," Peter commented before adding, "although I guess I deserve that for all the times I shuddered at hearing MJ had a 'wonderful personality'."

Charles choose to remain silent as Mary Jane approached the front door of the Parker residence, although he noted to himself that dating had been so much simpler when he was young.

As she rang the doorbell, Peter and Charles heard Mary Jane's thoughts, 'Okay, just smile and be polite. Give the kid a dance to get some confidence and then break away to enjoy the rest of the night.' Soon Peter saw himself in Uncle Ben's old tuxedo answering the door, asking in disbelief that the girl in front of him was Mary Jane Watson. As she laughed, the girl thought, 'Guess Smart and Kind can also mean Handsome and Charming.'

The memory finished, the world fading to black, as the red head spoke, "Face it Tiger, you hit the jackpot."


Chuckling loudly, Charles said, "It would appear you made a good first impression on Miss Watson."

"As good as I could do." Peter admitted before adding, "Not like it did too much, she ended up going on a date with Flash a few days later." Just as he uttered those words, the black around Peter and Charles gave way to a familiar scene. "Wait, this is Coney Island, why are we here?"

"Strange," Charles began to think aloud, "it appears your thoughts triggered a memory of Mary Jane's that's associated with her own." Turning to Peter, he asked, "Am I correct in assuming this is when the date took place?"

"Yeah," Peter answered before explaining, "it was after a football game. The popular crowd decided to celebrate the victory with a day of fun, me and Gwen tagged along." He then noticed a pair of figures by the Ferris Wheel, "Although I don't remember this part."

As he moved closer, Peter heard the tail end of the conversation between Flash and Mary Jane, "So yeah, I guess the school work isn't too difficult at Midtown. If you ever fall too far behind you can always get a tutor, like Liz had to do with Puny Parker." The Quarterback then asked, "Why are you even asking about school on the weekend?"

"Well Gloria got me interested in Midtown after she mentioned the theater program." The girl answered, "I've talked it over with my Aunt and we're looking into having me transferred in. If I get accepted, I'd like to know what I can expect."

The conversation ended as the two came across Peter and Liz, Mary Jane deciding to try and ease the tension with a joke, to marginal successes. Luckily none of the teens had to suffer from the awkwardness for long as Liz pointed at the far away figure of Doctor Octopus, allowing Peter to rush off and fight the villain.

Having relived the event, Peter let out a sigh as he stated, "Ah memories, my first fight with Doc Oct. So much simpler back then, before he had the bright idea to team up with the rest of my enemies and attack me at once.

Charles remained watching as the memory seem to fast forward, Spider-Man came crashing down onto the pier, Doctor Octopus following soon after. As he watched the fight, Charles had to admit the teen had a great grasp of his abilities. While surly the man could teach the boy something, perhaps Peter could also share some of his knowledge with the X-Men.

Peter smiled as he watched his past-self swoop in to save Gwen and Mary Jane from being trampled upon, and at his quip about the fight. He winced a little when Spidey got bashed into a "test your strength" game. However, instead of following the fight, the memory stayed focused on Mary Jane and Gwen.

"Was that Spider-Man?" the red head asked, evidently this was her fist experience with the wall crawler.

Nodding, Gwen commented, "With all the supervillains popping up in the last few months, I'm happy he's around to help my dad and the rest of the force."

While MJ did reply aloud, Peter and Charles could hear her thoughts as the memory went dark, 'Just where was this hero when I was a kid?'

While both men no doubt had the same question, it was Peter who asked it, "Just what did MJ mean by that?"

He got his answer as the next memory appeared.


This time Peter didn't recognize the place. It was an apartment, clean but a little on the cramped side. It had many modern comforts, but were several years old even by the standard of the calendar hanging on the wall. As he absorbed the details of the space, Peter's attention became centered on the man sitting at the dinning room table. He was plainly dressed in khakis and a white button up, his goatee and mustache matched his black hair, and he possessed green eyes that seemed familiar. Occasionally the man would search through one of the stacks of paper surrounding him before writing down a note on his legal pad.

Peter was about to ask Professor Xavier what this scene had to do with Mary Jane, only for the front door to open. In walked a gorgeous blond, blue eyed woman, followed closely by a young Mary Jane wearing a pink tutu. While the girl walked over to the kitchen, the woman walked straight to the table. She waited patiently to be acknowledged by the man for a few moments before stating, "Your daughter enjoyed her dance class today."

Not bothering to look up, the man replied, "I told you not to take her back there, it costs too much money."

"It's an investment in Mary's future." The woman fired back, "She's got a talent she can develop that will make her stand out in the future, a long-term investment."

"More like a meaningless investment for a meaningless dream." The man stated with finality.

The blonde glared across the table, leaning forward as she challenged, "I would think you would have a bit more confidence in your daughter, or do you doubt her abilities because of how she came to be?"

The movement was so sudden Peter almost missed it. In a fluid, almost practiced motion, the man shoved his chair back as he leaned forward, delivering a backhand that sent the blonde to the floor. Peter wasn't the only one surprised judging by the shocked face of Professor Xavier, or from the sound of shattering glass from the kitchen doorway.

Rounding on the little girl, the man ordered Mary Jane, "Go to your room!" He didn't bother to see if she'd followed his orders as he stalked closer to the blonde woman. The memory became dark as the girl ran down the hallway, quickly closing her door and digging under her bed for an old cassette player. Quickly she shoved the headphones on and turned up the volume in an attempt to drawn out the sound of fists hitting flesh.


As the finale memory ended, Peter asked, "Who could do something like that?"

The answer came from behind him as Mary Jane called out, "My father, he's always been like that." Turning around, Peter was tempted to hug his friend but didn't get the chance as the red head addressed Charles, "Do you think we could have a few moments to ourselves?" The man just nodded before walking back into the darkness. Turning back to Peter, MJ elaborated, "I don't know when he started, only that I have very few memories where he isn't yelling. My mom finally got tired of being his punching bag and left about two years ago, but she also left me behind. He focused his anger at me, yelling more often until he finally hit me."

"MJ, I'm so sorry." Peter began, only to be interrupted.

"Don't be, I didn't put up with it like my mom did. First time he hit me, I hit back, hard." The girl smiled at that small memory before finishing, "I grabbed my things and headed to Aunt Anna's house. I was a little afraid she'd be like her brother, but turns out they had a falling out years ago and I was welcomed with open arms." MJ then shrugged her shoulders as she said, "So that's my story, all of it."

Feeling guilty, Peter attempted to apologize, "I didn't mean to pry."

"I saw most of your memories." Mary Jane confessed. "I saw the spider bite, what happened to your Uncle, the symbiote and Eddie. I know all of your origin story, figured you should know why I want to be the party girl that tries to forget how much pain we can cause each other."

After several moments of silence, Peter finally said "Thank you." And he meant it, he realized what it meant for his friend to share this with him, to make herself so vulnerable. "Are you ready to wake up?"

"Almost," MJ replied, "I know I should probably take what he says with a few grains of salt, but Eddie said somethings about you. About how you defended Norman Osborn, let the Black Cat go free, and that you caused Electro's creation."

Quickly explaining, Peter stated, "I didn't know Norman was the Green Goblin at the time, as far as I knew he was an innocent man that I was protecting from obvious villains. Electro I wasn't there during the initial accident, I ended up fighting him after he had his mental breakdown and accidently suggested his name."

"And Black Cat?" Mary Jane questioned.

"She helped me take down the Chameleon the first time, and then she…distracted me." Peter explained with a slight blush.

"Right, I saw that as well." MJ replied with a teasing smirk. "And the second?"

"It was either chase after her or make sure no one escaped from prison." Peter answered before asking, "Now can we please move this embarrassment to the waking world?"

With a laugh, Mary Jane quickly hugged her friend before saying, "For you Tiger? Sure."


Waking up in the real world was refreshing for Peter. Seeing the red and black ooze retreat from his friend's body was a relief. MJ didn't have quite the same reaction, instead looking at her red stained shirt and sweatpants and commented, "Yeah, these are ruined."

"I assure you that my home's washing machines have conquered greater messes, but right now we have more pressing concerns." Charles supplied as he oversaw Laura and Wanda storing several pieces of equipment.

"Eddie?" Peter guessed.

"Unfortunately." The Professor confirmed. "Somehow he managed to shake Wolverine, and I can't have Storm directly intervene or risk loosing out fog cover and somebody seeing the conflict. He now doubt is on his way here." He then ordered the two, "I'd advise you two stay safe while Laura and the others handle the situation."

"That's not going to work." Peter explained. "Eddie is bonded with an alien symbiote. It was briefly bonded with me and copied my powers, including my Spider Sense. You try to harm him and he'll sense the danger. Luckily my own powers seem to neutralize his." Peter then picked up his discarded mask and commented, "Time to get to work."

"Not alone you're not." Mary Jane declared as she pushed herself off the bed. Talking more so to herself, the red head said, "Okay, let's see if I can do this." Wanda was going to ask what her friend hoped to accomplish, only for ooze to once more appear on Mary Jane's skin. Unlike last time, the ooze lacked any black coloring, the red also appeared several shades lighter. Quickly the ooze enveloped the girl, although this time her hair remained free. The finishing touch of the look was the large white eyes, the pure white fingers, and the large white spider on the girl's chest and back. Satisfied with her appearance, MJ gave herself a nod as she said, "Much better than my last look, this one's got some style to it."

Seeing his friend about to walk into a fight, Spider-Man grabbed Mary Jane's shoulder, stopping her to ask, "MJ, are you sure about this? You can get hurt."

"I told you before Tiger. When I get hit, I hit back." Mary Jane explained, "Eddie manipulated me to try and hurt one of my best friends, you can bet I'm going to give him a piece of my mind." She then added, "And please, call me Scarlet."


After ditching the man with knife hands, it was easy for Venom to track down Spidey. Having spent the previous week observing his prey, Venom had seen Peter ride the school bus out of the city and further upstate to Bayville. They was tempted to attack on the first night as the Midtown students got settled in the mansion, but something in there gut told him to wait.

Their gut turned out to be right as Mary Jane Watson soon jumped through the windows, appearing as if she were being consumed by a symbiote. Not one to look a gift horse in the mouth, Venom followed after the girl, convincing her Spider-Man was to blame for her predicament. To have their enemy destroyed by someone considered a friend? That was too ironic to pass up. The villain's plan had almost worked to, the ambush could have gone better but Spider-Man was being pushed into a corner, at with two against one it was only a matter of time before the hero was destroyed.

And then the freaks showed up.

Venom wasn't sure who exactly they were, they vaguely recognized them as students from Bayville High. Venom attempted to land the finishing blow on Spidey in the confusion that followed, only for the old man to get in his way. It was only due to Venom's Spider Sense that allowed him to not be sliced to ribbons by the freak's claws, but it was luck that allowed the villain to slip away.

After a few hours of being chased around, Venom found themselves in the local scrap yard. A quick webline, a small tug, and suddenly Venom had his pursuer thrown into a nearby car. A little webbing to keep the doors close, and then a throw into the compactor. Of course Venom remembered to turn the machine on before they left, taking care of the problem permanently. After that it was a quick stroll through the dense fog back to the warehouse to see if Mary Jane had finished the job. As expected the place was deserted, which meant Venom had to take care of things himself.

Guessing Spidey had won, Venom went to the most likely place the hero would be resting, the Xavier Mansion. Leaping through the already broken windows, the villain was actually surprised to find themselves alone, figuring one of the freaks would show up to defend their home. What they didn't see were the two figures hiding in the shadows of the ceiling.

With practiced movements, Spider-Man shot out a webline before allowing himself to fall forward, his momentum allowing him to land a double kick against Venom's back. As the villain stumbled, Spidey backflipped away, landing easily. The hero then called out, "Hey bro, I think you're a little far from the city." Venom responded with two webshots, which Spidey easily ducked as he said, "Back in black I see? Just how did you get the symbiote back after your gene cleanse?"

"We were reunited." Venom announced as he stalked forward, "Like good friends, you can't keep us apart for long."

"Funny how you should mention friends." Spider-Man said as he watched Scarlet drop from the ceiling, "I hope you don't mind that I brought one of my own."

Confused by the statement, Venom was caught unaware as Scarlet landed a roundhouse kick to the back of his head. As the villain winced and turned, he beheld his new adversary. While the outfit was different, there could only logically be one other person who blocked his Spider Sense. Enraged, the villain demanded, "You would turn on us Mary Jane? After what Spider-Man has done to you?"

Scarlet didn't immediately answer Venom, instead she charged forward. When her larger opponent caught her fist, Scarlet finally replied, "I told you before Eddie, didn't I? Peter isn't perfect." The villain staggered as a bust hit against the back of his head. "I was wrong about one thing though, he's much more than twice the man you are." As she spoke, Scarlet caught the bottom half of the broken bust, winding up and hitting Venom across the face with the stone as she finished, "He's a thousand times better!"

With such a heavy blow landed, Venom was in a daze as he barely kept on his feet. This allowed Spidey the chance to launch two weblines, throwing the villain into the living room. Stumbling over the couch finally jogged the man back to his senses. As he saw the two heroes chasing after him, Venom reached around and grabbed the couch, easily holding the furniture up like a baseball bat. As he wound up for a swing, Venom yelled, "How does everything work out for you!" The man took a swing at Spidey, the hero dodging the attack by sliding on his knees. "We expose you to the Bugle, and somehow you slip out of that! We turn your friend against you, and suddenly she fights beside you!" Venom tried to bring the couch down on Scarlet, only for the heroine to jump onto the improvised weapon, running forward to deliver another kick to Venom's face.

After stumbling back a few steps, Venom yelled out, "Enough with the face already!"

"But it makes such a tempting target." Scarlet called back.

"She fights, she quips, if this girl already know how to websing I'm not going to have anything to teach her." Spider-Man commented as he rushed forward, punching Venom in the gut to make the villain double over. Scarlet followed afterwards, jumping over Venom's back, grabbing his head and using her momentum to slam him into the ground.

As the villain began to get back up onto unsteady feet, Spidey asked, "Why don't you just give it up Eddie? It's two on one and we have you beat, just imagine what would happen if we let everyone else have a go." He then grew serious as he stated, "You couldn't win when I was alone, what makes you think there's a chance now that I have people backing me up?"

Finally standing up straight, but panting heavily, Venom responded, "You think you're so clever, getting MJ to help fight your battles, but why don't even the playing field and let some none powered people in on the action? Why not Osborn, maybe Flash? Oh we know, let's go grab Gwen again." The villain continued to monologue, unaware as someone crept up behind him. "Why don't you get it yet bro? It might not be today, or even tomorrow, but eventually we will win. We are inevitable, we are Venom!" The villain felt his Spider Sense go off, but was too exhausted to pay it much mind, a costly mistake.

Wolverine didn't pop his claws, but a heavy hit with adamantium coated bones was more than enough to knock Venom unconscious. As he stared down at the villain, Wolverine commented, "I just find you an annoyance." He then called out to the rest of the house, "Chuck, fights over. We won, just as expected."

Shortly the typical cloud of smoke appeared as Nightcrawler teleported the Professor and the remaining X-Men, all dressed in their casual clothes, into the room. As the teens began to access the damage the short skirmish had caused, the bald man wheeled himself to where Spider-Man had managed to sit the unconscious Venom up and was currently webbing his arms to his sides. Taking note of the Professor, the hero asked, "I don't suppose now would be a good time to ask about the ethics of memory removal, would it?"

"Admittedly that is a bit of a grey area." Charles admitted as he explained, "While I have not directly interfered with someone's memory of past events, I have influenced their perception of events to keep Mutant-kind a secret." He then took a closer look at Venom as he finished, "I'm not sure what good I could do. Based on your own experience with the symbiote, if I were to remove any of Mister Brock's memories the alien would just share the information again. Additionally I'm hesitant to probe an alien mind. For once I'm unsure what to do, we don't have the facilities to hold Mister Brock, we have no way to influence his memory of events, but as it stands we can not let him go freely with such sensitive information."

As the three men stood over the villain, Wolverine finally sighed before pulling out his cellphone. As he searched through his contacts, the man stated, "For once Chuck, don't worry about it, I'll take care of this one." He then gave Peter a look as he said, "And don't worry, I'm not sending him to his death, just someplace he won't bother you."

"And that would be?" Spidey asked.

"Nothing for you to be concerned with." Wolverine replied before adding, "Just worry about getting back into your civilian clothes and helping with the cleaning up." Looking back, the hero saw that the other teens were already doing just that, pushing the couch back into place and sweeping up the small bit of debris. As he started walking towards his room for his change of clothes, Spidey couldn't help but notice Scarlet and Wanda were absent.


"Follow the light." Wanda ordered as she held a penlight, Mary Jane tracking it's movement. After a few moments, Wanda nodded before writing something down on her note pad.

Following the battle, the younger teen had quickly rushed MJ to one of the mansion's bathrooms. After asking the red head to depower, Wanda then proceeded to conduct her exam. Mary Jane didn't get a chance to ask why she was doing this as the girl asked, "So now that everything is over, how do you feel? Any headaches or muscle pain?"

"No, I'm good. Maybe a little hungry and shaky, but nothing too big." MJ replied, seizing her chance as she asked, "So what's with the exam? Hoping to be a doctor?"

"I would like to be." Wanda admitted before adding, "As for the exam, I noticed something interesting with your blood sample. The alien cells had some interesting reactions to certain compounds, particularly adrenaline and phenylethylamine. Given the change in your biology, I think you need to produce or ingest an excess of these compounds to remain healthy."

"I guess I'll have to convince Tiger to let me fight crime with him for my adrenaline fix." Mary Jane commented before asking, "Where can I find pennylengthium?"

"Phenylethylamine." Wanda corrected as she explained, "it's a neurotransmitter in the brain."

"What else is it found in? I'm not about to start a cannibal diet craze." Mary Jane stated.

"I though as much." Wanda replied as she tossed the other item that she'd brought into the bathroom with her. Easily catching the chocolate bar out of the air, MJ raised a questioning eyebrow, prompting Wanda to explain, "There's not as much phenylethylamine as a direct source, but it's also found in chocolate as well. You'll need a lot to compensate, but this should be enough for now."

"Good thing my metabolism speed up if I'm going to be gorging myself on chocolate for the foreseeable future." Mary Jane commented as she take a bite out of the candy. "That's one problem solved, now we just need to figure out what to do about Eddie."

"I wouldn't worry about him too much." Wanda stated before explaining, "Odds are either the Professor or Mr. Logan have already figured out a solution."


For Logan, this sort of thing had become too much a regular occurrence as of late. At least when one of the brats made a mess it could be cleaned up quickly, but since Spider-Man wasn't a Mutant the solution to the Venom situation necessitated calling in outside help. As such Logan ended up dragging the villain to the cliffs on the edge of Chuck's property, waiting for the help to show up.

After a few minutes of waiting, Logan noticed Venom begin to stir. Not wanting to let the situation get out of hand, the man quickly took charge. Forming a fist, the mutant rested it against the villain's skull, bolding declaring, "You think about moving, I make mine first. I heal, you don't." For once Venom stayed put, although Logan wasn't sure how long that would last.

Thankfully he didn't have to wait long as a Quinjet, a highly advanced aircraft capable of vertical takeoffs and extremely fast speeds, soared over the pair before making a landing. A few moments later three people walked out, two of them wheeling a large white rectangle.

Stopping in front of Logan and Venom, the apparent leader of the group, an Asian woman wearing a tactical suit nodded to Venom and asked, "Is this the problem you mentioned to Coulson?"

"It is," Logan confirmed, "and it would be best dealt with some discretion."

"Alright then, help Fitz and Simmons load him into the containment module." The woman ordered, nodding to the last two people of the group; a man with close cut brown hair wearing a button up shirt and tie with slacks while the woman wore her light brown hair in a pony tail, a lab coat covering her flannel shirt and jeans.

Venom took a glance at the containment module before letting out a snort and declaring, "As if that thing could contain us."

A roll of the eyes was the only clue Logan got before the woman struck. One second Venom was standing upright, the next the villain was laid out on the ground knocked out, the woman's fist where Venom's had had previously been. Knowing about Venom's Spider Sense only made Logan more impressed by the feat. Before he could compliment her, the woman stated, "I have to listen to my daughter complain about not being able to use her computer to talk with her boyfriend while she's grounded, I'm not about to sit through a flight listening to a monologuing idiot."

"You'll hear no complaints from me." Logan replied with a grin as he helped the man, Fitz if he was right, shove Venom into the containment module. His curiosity peaked, the man asked, "This will hold him, right? My understanding is that this man has strength greater than most anyone you've ever meet."

"Fitz designed the module to absorb and displace all kinetic energy." Simmons explained as she tapped away on a tablet, locking the module. "Furthermore there are several countermeasures if our friend displays any additional talents." She then grinned at Logan and said, "Rest assured Mr. Howlet, in the three years S.H.I.E.L.D. has been using these, only one person has ever broken out." Somehow, that did put many of Logan's fears to rest.

As the group made their way back to the Quinjet, Logan asked a few questions before he could stop himself. "Just who and what are you?"

"They're Leopold Fitz and Jemma Simmons, two of the smartest, non-enhanced people you'll meet. I'm Melinda May, and no I'm not a Mutant, I'm just that good." As she walked up the ramp, May called out, "By the way, my husband once more sends his thanks for the autograph."

As the Quinjet took off, Logan just shook his head. Dealing with S.H.I.E.L.D. would eventually lead to something big, something he hoped the brats would be ready for. But that was a problem for another day. As he walked back to the mansion, Logan just hoped there wouldn't be anymore craziness for the rest of the week.


MJ wasn't sure how she got into her current situation. She clearly remembered learning Peter's secret, the fight against Venom, and cleaning up said fight. The rest of the Midtowners had made it home from Duncan's party shortly afterwards, although Flash and Gwen got back a bit sooner than the others, somehow Mary Jane felt there was more to the situation than many assumed.

After a rather uneventful evening everyone went to bed, only for Mary Jane to wake up a few hours later with hunger pains. Half asleep, the red head stumbled down to the kitchen. Initially she planned to finally have her tater tots, but ultimately decided she didn't want to wait for them to cook. After searching around in the large pantry for a few minutes, MJ found the ultimate prize, a large jar of Nutella. After grabbing some bread to spread the deliciousness on, she wasn't a finger dipping savage, Mary Jane sat at the breakfast bar to enjoy her midnight snack. Before she knew it, half the jar was gone, but MJ was satisfied.

After putting everything away, the still half asleep Mary Jane made her way back to her room, or so she thought. Admittedly the teen hadn't exactly been paying too close attention walking back to her room. Instead her instincts guided her to the room. As crazy as it sounds it was mainly her nose leading her with something that smelled divine. Barely conscious, MJ climbed into bed, cuddled up to something warm, and fell asleep.

Those events of the previous night directly lead to the current situation, Mary Jane laying in bed, cuddling with a shirtless Peter Parker, who was just now waking up. While the boy certainly got a surprise as he woke, he thankfully managed to not cry out in alarm. Instead he calmly disentangled himself from MJ, took note of the time and asked, "So this is weird, right?" Not trusting her voice, Mary Jane just nodded, "Can we chalk this up to us having freaky spider powers?" Again, MJ nodded. "So if I make breakfast, we can agree this didn't happen?"

Truthfully Mary Jane wasn't against it happening, but realized two things. First, it would be way too soon to rush into a relationship after all the drama of her developing superpowers. It could just be some hero worship thing related to Peter saving her on multiple occasions. She'd give herself until the end of the school year to sort out her feelings before deciding if she wanted another shot at a relationship with Tiger.

Second, she was hungry.


"This is good." MJ declared as she took another bite of her blueberry-chocolate chip pancake.

"Thanks." Peter replied as he stirred the batter for another batch. "I heard about your need for chocolate, so it wasn't too hard to adapt Aunty May's recipe." He then flipped the previous batch off the skillet, placing the warm food on a plate before serving his friend. "Sorry it took a bit to make."

"Hey they're worth the wait." Mary Jane replied with a smile as she reached for her choice of topping.

Seeing what the girl grabbed, Peter rolled his eyes as he grabbed his own plate and commented, "I think you're supposed to put maple syrup on these, not chocolate syrup."

"When you have an alien bond with you on a cellular level, you've got to make accommodations." MJ shot back in complete seriousness. Once more Peter rolled his eyes, happy no one else, particularly Flash, was up yet to make jokes about the teen acting so domestic.

However it turned out Peter and MJ weren't the first ones awake after all as Laura walked into the kitchen from her morning run. As she reached the fridge for a drink, her nose caught the scent of the pancakes, prompting her to investigate. At seeing the appealing breakfast, the Mutant remarked, "Hey, that looks good," and reached out to swipe some of the food from MJ's plate.

At seeing the limb attempting to steal the chocolaty goodness, Mary Jane didn't think so much as react. Before she knew it, ooze had appeared on the girl's fingers, forming claws as she lashed out, yelling, "MINE!" As Laura quickly recoiled her hand, MJ came back to her senses. "Shit, I don't know why I did that, are you alright?"

"Yeah, no worse than last night." Laura replied as she watched the gashes on her hand knit back together. Deciding cereal was a safer option for breakfast, the clone remarked, "Although lesson learned, don't get between you and your sweets."

As Peter and Laura shared a laugh, Mary Jane's face soon matched her hair color. Eventually she joined in the laughter. Her life certainly was turning out to be interesting, but who wanted to be normal anyway?


Wow, 33 pages. I think this is my longest update for this story, and one of my longest updates of any story.

I hope everyone enjoyed Spidey's adventure with the X-Men. To clear up any confusion, this version of Spider-Man, and all characters related to him, are based off of those from The Spectacular Spider-Man. One other quick bit of house cleaning, I'm now aware that Ultimate Spider-Man had a plot line of Mary Jane getting powers from a symbiote, but I was not aware of this while the plot of this chapter formed. I was actually more inspired by the Renew Your Vows miniseries and really liked the idea of Mary Jane having powers and fighting alongside Peter Parker. I've seen several pieces of fanart depicting Mary Jane with the Venom symbiote, but I though it would be a more interesting story if her origin was more similar to Carnage's.

As always, I've left a few clues to some of my future plans for this story. I'm sure many will recognize my bits of foreshadowing, but others might be left with some questions. Questions that include…

What can Spider-Man teach the X-Men and what can they teach him?

How well will Mary Jane adjust to the symbiote?

What are the consequences of Logan's deal with S.H.I.E.L.D.?

Find out the answers to all these questions and more in future chapters of One Small Change!

Until then, here's acw28 saying, "until next update."