"X-Men/Spider-Man:

Tangled Up In Evolution"

Prologue: "Assembling the Team"

Disclaimer: X-Men: Evolution belongs to Marvel Comics and Marvel Animation Studios. Spider-Man also belongs to Marvel Comics and the various movie and animation studios Marvel cooperates with to put out film and TV adaptations of his adventures. I have nothing to do with Marvel Comics or Marvel Animation Studios or anyone else that might have dipped their fingers into the narrative wells of X-Men and Spider-Man; I'm just a humble fan trying to tell a story that I'd like to see.

Author's note: Agent-G, this one's for you! Seriously, I was inspired by your "Spider-X" series, and I want to do my own X-Men/Spider-Man story here. Shout-outs to fellow authors aside, I must mention a few key details to this story. One, this takes place a year after the X-Men: Evolution finale. Two, Spider-Man's history here is a hodgepodge of 616 canon, Ultimate Marvel canon, and movie canon, so don't expect everything to be exactly as you know it from any of the above. Now that that's out of the way, let's rock!

"Mr. Osborn, a Ms. Hand is here to see you."

A strong hand belonging to an equally imposing man with close-cropped dark auburn hair pressed the intercom button. "Send her in."

"Yes, Mr. Osborn."

Soon enough, a dark-haired, bespectacled woman dressed in a black business suit entered the office for the CEO of Oscorp, and that CEO was none other than Norman Osborn. The imposing man looked up at her, noticing the red streak in her otherwise black hair. The look in her eyes, one of cold determination, interested him greatly. He smiled tightly at her.

"Ms. Hand, I presume?"

"Yes," the woman replied, smiling slightly.

"What brings you here?" Osborn asked.

"You've caught the attention of some of us over in S.H.I.E.L.D.," Ms. Hand answered. "There are certain projects of yours that have our interest. Our very deep interest."

"What projects would those be?" Osborn asked coolly, albeit with a tinge of harshness.

"Your biochemical amplification projects," Ms. Hand replied. "We've already seen the results of at least one of those projects, and I'm sure you know what I'm talking about."

Osborn knew what she was talking about: the very special Project OZ. Mixing the chemical with his human biology had sharpened his mind, along with the pleasant side effect of reinforcing his body and accelerating his synapses, making him stronger, faster, and tougher than he'd ever been. With the power that he now commanded, he could truly be a force to be reckoned with!

Or so he'd thought. Oh, he'd crushed many of his corporate rivals and brought Oscorp to new heights as the most profitable weapons manufacturer in the world. He'd even made himself the U.S. military-industrial complex's top man in devising counters to transhuman terrorists like Magneto's flunkies. But the one foe he'd never been able to crush . . . was a child who ran around in red-and-blue tights and patterned himself after a spider, a child who owed what little power he thought he had to him.

"Well, Mr. Osborn?" Ms. Hand interrupted his reverie.

"What do you intend to do with my projects?" Osborn asked. "Have you come to shut me down or something like that?"

"No," Ms. Hand denied. "Perish the thought. We would like to give you the means to do even bigger, even better. All we ask in return is that you head up a special operation for us."

"What does Fury have to say about this?" A sneer could be heard in Osborn's tone.

"Fury's gone soft. He has nothing to say about this because he does not know. We've gone to great lengths to keep his nose out of it," Ms. Hand answered coldly. "He might not want to see it, but we know all too well that the continued presence of transhuman life will ultimately prove dangerous to humanity's standing as the dominant species. Of course, unlike idiots like Trask and Kelly, we don't believe they need to be eradicated . . . merely put to good use."

"What are you saying?" Osborn asked, a tone of intrigue entering his voice.

"I'm saying that certain measures need to be taken, and we believe you're a man who understands what those measures are," Ms. Hand replied. "Plus, you understand the personal stakes, given what befell your son and his girlfriend on account of one web-slinging menace."

Osborn's steely glare warned her not to go any further with that statement, lest she lose her head. Knowing what chemicals ran through Osborn's bloodstream and the power they gave him, she had reason to suspect he could behead her with his bare hands. After a moment, though, he seemed to regain his composure.

"I know quite well," he said. "What would I be doing in this operation?"

"We call it . . . 'Justice Like Lightning,'" Ms. Hand replied. "And you're going to acquire a very special girl for us."

"Very special, you say?" Osborn asked. "What is she, a blonde?"

"No, brunette," Ms. Hand answered. "Although if your tastes run that way . . ."

"Never mind," Osborn cut her off. "Just tell me who and what she is."

"Weapon X23," Ms. Hand replied, "currently known as Laura Logan."

By the time a full week had passed, Norman Osborn had acquired a list of potential candidates for Operation: Justice Like Lightning. One was already automatically assigned to him, anyway, as per the terms set by that particular faction of S.H.I.E.L.D. The others, he was free to choose, and he already had one he knew would be useful to him. He hadn't been grooming her for nothing, after all.

In a special medical facility, a blond man was being strapped into a metallic harness. He was almost completely naked, save for a pair of dark boxer briefs, exposing the lean muscle that made up much of his body. Once he was secured and the harness had been raised and overturned so he was facing the floor, the doctors withdrew from the chamber and went to the monitor room.

"Now, Mr. Blonsky, we're going to administer the solution in a gaseous form," the doctor explained. "Your position is to make sure you don't make a mess of yourself while your body is adjusting to the process."

"Just get on with it," Emil Blonsky, career soldier and lifetime fighter, snarled.

"Do as the man wishes," the head doctor ordered.

Immediately, the greenish gas began to filter into Blonsky's chamber. Blonsky breathed in the gas as it thickened inside his chamber. He felt an electric surge throughout his entire body – his muscles, his nerves, his very senses were on fire! He'd never felt anything like this before, and frankly . . . he liked it.

All too soon, the feeling died down, but he could tell it wasn't temporary. He now felt like a sleeping beast, relaxed and calm for the moment but ready to spring should an appealing target wander by. As the gas cleared away, he could see much more clearly than he ever had. Not that he was someone who'd ever needed glasses, but now he would never need glasses, not considering how he was reading all those doctors' nametags from the distance he was at.

One of those doctors was coming into his chamber right now, and once inside he turned the harness over so that Blonsky was facing up again. Just as the doctor was about to unbuckle Blonsky, the soldier ripped one arm free by himself and grabbed the doctor's arm.

"No, thank you. I'm perfectly capable of getting myself out."

Inside the scientific facility-slash-Supermax prison Project: Pegasus, Victoria Hand strode over to a cell door that was almost completely blank save for a small glowing window. "You're the Living Laser, aren't you?"

"What's it to you, lady?" the voice on the other side asked.

"Here's a deal for you," Hand replied. "Freedom for you, services for my employer."

"So I become somebody else's mook again?" Living Laser asked. "Screw that. I'd rather rot here."

"No, you're not going to become a mook, as you so colorfully put it," Hand denied. "You're going to become a hero."

"A hero, huh?" the Living Laser repeated. "Tell me more, lady."

Inside the Vault, a much more straightforward prison facility for super-powered criminals, a dark-skinned young man with off-white hair sat in his cell. His real name was Aaron Chord, but he went by the creative appellation, "Midnight's Fire." A "transhuman of uncertain origin," his abilities lay mainly in his superhuman physical prowess and contact electrokinesis.

In his view, his only crime was trying to save his neighborhood from itself by uniting the local gangs under his leadership so they wouldn't slaughter each other in the streets where innocent children played. The law viewed it somewhat differently, as he'd engaged in "criminal conspiracy" and acted with "depraved indifference." The latter part was in regard to the cops that had been killed in the confrontation that landed him in lock-up.

"Visitor for Cell D-857639!" the guard shouted.

When Chord looked up, he saw that his visitor was a woman, green-eyed, dark-haired, and deceptively calm. "Who are you?" he asked.

"Lucia von Bardas," the woman replied. "And you must be Aaron Chord. Or do you prefer Midnight's Fire?"

Chord just glared at her. "What do you want?"

"I'm going to give you an opportunity," von Bardas replied. "A chance to set things right for you and your sister. All you have to do is work with my employer."

"Your employer? And who would that be?" Midnight's Fire inquired.

"S.H.I.E.L.D.," von Bardas answered. "And you, along with several others like yourself, will be our sword." This merely got her a dark stare from the white-haired man, so she went on. "And if that's not enough to sweeten the pot, we can help your sister walk again."

"Are you messing with me?" Midnight's Fire asked.

"No," von Bardas replied. "We have the technology. All you have to do is agree to join us."

"And my sister will walk again?" Chord asked, doing his best and yet failing to keep desperation out of his tone.

"Yes," von Bardas stated with a smile. "Are you in?"

Somewhere else in Project: Pegasus, a young blonde woman whose arms and legs were chained to her cot was starting to wake up. This young woman was Karla Sofen, once a promising graduate student of psychology and now a confined super-criminal. What had caused the change?

Why, she'd stolen a moonstone of extraterrestrial origin from the science teacher, after turning his mind to mush with a few carefully placed words and then having him locked up for assaulting her. Turning on the waterworks had certainly helped; after all, a crying young girl was more easily believed than a "creepy old man."

At that moment, her eyes opened, glowing with power, and she ripped free of her restraints. After that, she ripped the adamantium IV needle out of her arm and sat up, swinging her legs around onto the floor. She stood up and smirked briefly. She was now a free woman.

Just before she could open the door, the door opened and a woman with short dark hair stepped through, followed by a contingent of armed and armored guards. "Hello, Miss Sofen. Enjoying your newfound wakefulness?"

"I am," Karla replied. "And I'd enjoy it a lot more if you got out of my way."

"I have an offer for you," the dark-haired woman stated.

"Talk quickly," Karla answered. "And keep it interesting."

"We're putting together a special team to deal with the rogues among the transhuman population," the woman explained. "Mutant terrorists like the Brotherhood and the X-Men, most importantly."

"Sounds like fun," Karla remarked. "But what does that have to do with me?"

"We want you to be part of it," the woman replied. "My employer reviewed your file, and believes that you'd be useful to him."

Karla smirked. "Who is this guy, and what does he want with me?"

"Norman Osborn, the director of Operation: Justice Like Lightning," the woman answered. "What do you say?"

"I say . . . forget about it," Karla replied, still smirking. She extended an increasingly luminescent hand, pointing it at the woman.

"You're gonna fight your way out?" the woman deduced. "Fine. But those guns aren't for show. There are adamantium bullets chambered in each and every one. Even your skin isn't tough enough for that. And then . . . you'll be asleep again. For good this time. You sure you want that?"

Karla's smirk grew colder. "Let her rip."

She unleashed a blast of photonic force on the woman and her guards, knocking them all out of the room . . . and blasting a giant hole where the door and much of the wall had been. With that out of the way, Karla immediately made a break for it, moving as fast as she could. To her surprise, the guards' armor was tougher than she thought, and she was immediately engulfed in a fusillade of bullets.

One of the guards got lucky, his bullet hitting her in the back of her leg. She fell on her outstretched hand and twisted around on it, ready to return fire, only to be hit by several more bullets. She collapsed completely, her twitches the only sign she was still alive. The dark-haired woman leading the guards walked over to her and turned her over, finding Karla's eyes were still open.

"Do you want to rethink my offer now?" she asked.

"Who are you?" Karla asked weakly.

"We're S.H.I.E.L.D.," the woman replied, "and you're going to be our sword. I'm Maria Hill. We'll be getting to know each other quite well."

Karla glared at Hill, maintaining her defiance even as she was beginning to lose consciousness. Her last gesture before completely passing out was to punch Hill in the face, managing to bloody her nose and lip if nothing else.

"Feisty girl, aren't you?" Hill remarked. "Very well."

In a completely white room with light reflecting off every surface, a scarred man sat curled up in the fetal position. He was disturbed only by the door opening, and even that wasn't really enough to draw his attention. The thing that drew his attention, though, was the presence of one Norman Osborn.

"What are you doing here?" the man asked.

"Max Coleridge," Osborn replied, smirking the whole time. "It's good to see you again, although these circumstances aren't so . . . joyous." He chuckled briefly. "Oh, well. You'll be out of here soon."

"What do you mean?" Coleridge asked.

"I mean, that you've been paroled," Osborn answered. "It's on the condition that you work for me and don't commit any more crimes . . . at least not the kinds of crimes that'll have certain self-righteous do-gooders knocking down our door."

"Work for you?" Coleridge asked.

"Yes, Shroud, work for me," Osborn repeated in an almost mocking tone. "Not mere grunt work, mind you. No, you'll be representing me – along with six others I've recruited – for a very special project. You'll be a hero to millions, and all you'll have to do is clean up a little transhuman terrorism problem."

"You mean the mutants?"

"Yes, I mean the mutants."

"Why would I do that?"

"You mean freedom isn't good enough for you? Being a hero to millions isn't good enough for you?"

"I just want to know what I'm selling out for," Coleridge answered.

"Fine, follow me out of this room, and you'll find out," Osborn replied coolly.

The next day, Osborn was meeting Bolivar Trask, who seemed quite apprehensive. "Where's this operative you're forcing on me?" he asked bluntly.

"Right here," Trask replied, pulling aside a tarp to reveal what looked like an unconscious woman in armor that covered everything but her face. The armor was predominantly white, with silver, black, and red highlights, and her face was a lovely shade of dark tan and framed by long black hair.

"What is this, your idea of a joke?" Osborn interrogated. "Believe it or not, I'm not so low as to succumb to base urges like that."

"She isn't what you think she is," Trask answered brusquely. "She is the first of a new breed of Sentinel, combining human ability and skill with machine precision. She is the Omega of my Prime Sentinels."

"Ah, I heard something about your nifty new idea," Osborn remarked breezily. "Load up a human with nanotech-based cyberware and install a hunter program into their central nervous system, then set them loose among ordinary humans and program them to awaken as Sentinels when their hunter programs detect active mutants."

"It's more than just a 'nifty idea,'" Trask rejoined. "What it'll do is make it so that even those mutants that can pass for human will no longer have a hiding place even among humans, because among those humans are my Sentinels, lying in wait for them."

"Clever . . ." Osborn purred. He looked at the Omega-Prime Sentinel lying on the table. "Who was she before you got her?"

"Just a cop," Trask replied.

"Wake her up," Osborn ordered. "I want to know who and what I'm dealing with."

Trask silently awakened the Omega-Prime Sentinel, which was marked by her glowing red eyes snapping open. "Omega-Prime Sentinel Unit-0001 is online. Unit-0001 detects no active mutants within immediate range. Do you wish Unit-0001 to expand range?"

"No," Trask replied.

The Sentinel rose from her position and stood before Osborn and Trask, staring emptily past them after her systems had determined that they were no threat. Osborn looked at Trask. "I'll take her. And if she's everything you promised . . ."

Trask merely nodded, knowing what could happen to him if she wasn't. Osborn was not a man known for making idle threats.

When Osborn returned to his corporate headquarters, he found a feminine shadow lurking in wait. "Widow."

"Sir," an almost-ethereal voice came from the shadow.

"I trust no one's made trouble in my absence?"

"No one had the chance to make trouble. I made sure of that, sir."

Osborn strode over to the shadow, and there was just enough light near her for him to see that she had long white hair. "Good girl."

The shadow, none other than his Black Widow, kept her eyes averted from Osborn. "Thank you, sir."

Who had she been before Norman Osborn had entered her life? Nothing but a runaway, cast out by her own parents after they'd tired of her intractability and forced to survive on the streets. He'd found her in one of his rehab clinics, being slowly weaned off the drugs she'd dosed herself with to numb the pain of knowing her own family no longer wanted her. He'd offered her a better high . . . the high of power, and she'd taken it – hook, line, and sinker.

"I have a special job I need you to do," Osborn went on. "It'll require you to be in the public eye, but they won't find out who you really are. That's only for me. Can you do it for me?"

"I can, sir."

Osborn's demeanor became almost cheerful. "You've been so good to me. I really can't begin to thank you enough."

"There is no need to thank me, sir," the shadow answered.

"I know," Osborn admitted. "I insist, though. You are a good girl, and I want you to know that I know that. By the way, your new costume is waiting for you in your barracks. Hopefully you'll like it."

"I like everything that comes from you, sir."

Osborn briefly stroked the shadow's hair. "Good. You can go now."

The shadow nodded obediently and departed, leaving Osborn alone with his thoughts. With a brief chuckle, he sat in his chair and pondered the coming days. If everything went according to plan, he could have more power than he'd ever dreamt of and have Spider-Man out of his way for good.

Just days later, inside a modest house in Bayville, a 16-year-old brunet boy with haunted eyes watched TV in the living room. No sooner had he channel-surfed over to one of the local news networks did he see seven costumed people. The one in the center was a man in a blue costume with red bracers, red-and-white-striped V-belt, red shoulder guards with white stars, and a white faceplate with a V-shaped indent.

On either side of the vaguely patriotically dressed man were three women and three men. One of the women was blonde and wore a skintight red suit with silver and gold highlights, plus an eye-mask with vaguely Nordic styling. Another was a brunette who wore white armor with silver, black, and red accents, and was most distinguished by her extremely stoic face. The third was in skintight dark purple with a silvery white spider symbol resembling a black widow spider stretched across her chest and silvery white web patterns covering her shoulders, outer sleeves, and mask, complete with ponytailed red hair sticking out of the top of the mask.

As for the men, one was dressed in a black costume that was rendered a luminescent blue by the light radiating from it and his face was also radiating light, blurring his features. Another was dressed completely in matte black, with no distinguishing features whatever, making him look like a living shadow. The third was a dark-skinned young man wearing a black jacket over dark blue clothes marked with phosphorescent electric patterns.

The young man looked on with interest, until he saw a very familiar and much hated figure take center stage and introduce the team. Barely managing to focus past the rage that welled up in him when he saw the man, he heard the words "Thunderbolts," "counterterrorism," and "mutant subversives." Then he heard the man introducing the Thunderbolts use the word "heroes for a new age" to refer to them, and something in him snapped.

WHAT THE HELL?!?!

"Peter, do you mind helping me clean the dishes?" a female voice asked.

Peter Parker breathed deeply to refocus himself before speaking. "Sorry, Aunt May, I just remembered I had something to do at the Bugle."

"Ok, but try to come home before curfew," May Parker, the young man's aunt, advised.

"Sure, Aunt May," Peter replied. He quickly dashed to his room, threw off his clothes to reveal a deep red-and-royal blue costume with webbed patterns on the red parts and a spider symbol on the chest. After loading cartridges into wrist bracers with palm triggers hidden under his gloves, he pulled on a red mask with web patterns and large, insect-like white lenses.

Peter, otherwise known as Spider-Man, was not in the best of moods. It was because of the man introducing the Thunderbolts, Norman Osborn, that his life had become what it was. It was because of Norman Osborn, alias the Green Goblin, that his own best friend hated him.

It was the Goblin's fault that the girl he'd loved was now lying comatose in a hospital bed with almost no chance of recovering. It was the Goblin's actions that had destroyed his relationship with the police and made Captain Jean DeWolff see him as another costumed menace to be put down. All that good work he'd done over the past year, pissed away by a madman who thought he was untouchable.

Whatever you're trying, Norman, it's not gonna work, Spider-Man thought. Not after what you've done, what you've taken, what you've ruined. You're not getting this. Not this time.

End Notes: There you have it. The Thunderbolts have been assembled, and contrary to what they're telling the public, X23 is their real objective. Why do they want her, and why is the Green Goblin in charge of Operation: Justice Like Lightning? Just what are Spider-Man and the X-Men going to do about it, and how long will it take for Nick Fury to figure out what's happening under his nose? Answers will be coming, so stay tuned for upcoming chapters, and be sure to kindly review, even if you don't review kindly. Thanks. Sayonara.