At the Xavier Institute Peter in his new X-team costume runs the Danger Room course. The costume is very much like his original mask and all, the only change being the colors changed to the teams blue and yellow. He runs the course with fellow teammates Nightcrawler, Rubbermaid, Rockslide, and Pixie. "Come on you guys pick up the pace. You've got to hate me leaving you in the dust six times in a row." He jokes as he weaves through a set of tendrils.

"Yeah chuck it up web head." Rockslide says as he smashes through one of the steel walls in his path. The concrete juggernaut is caught off guard by a turret on the wall that coats him in green slimy substance that sticks him to the ground. Rubbermaid on the other hand uses her elastic powers to easily bypass the obstacles. She catches up to Spider-man and looks over at him with a smile.

"Check it out Spidey, I'm gonna beat you and I haven't even left the starting line yet." The blonde girl says as the wall crawler looks back to see her legs still at the starting line. In her overconfidence she fails to notice one of the steel walls rise from the ground as she slams her face into it. Her body instantly falls limp across the arena floor as Spidey presses on.

"Guttentaug, Heir Parker, I think I'll be winning this one." Nightcrawler says as he teleports ahead of Peter with Pixie picking up the pace behind him.

"Not today Kurt." Pixie says as she flaps her wings furiously, kicking up a cloud of red dust that covers the room. As it clears Kurt is on the ground half conscious, muttering to himself. "Sweet first place." She says as she flies confidently to the finish line. Only inches away Spider-man swings passed her winning the challenge. "What the…how did you get passed my pixie dust?"

Spider-man turns to her with a web mask over his mouth. "Sorry Megan, maybe next time." He says as she lands down and pouts as the simulate ends and everyone shakes themselves off. "How about I buy you guy's lunch this time around?"

"Would be a nice change of pace for once. How about you Santo?" Kurt says having shaken off the effects of the dust.

"Yeah whatever." Rockslide says as he helps Rubbermaid collect herself as the group heads out.

"Hey Pete, wait up." Jubilation Lee says as she rushes down from the control room. "Pretty impressive in there Parker, you've gotten the hang of this huh?"

"Yeah, it really helps me you know, get my mind off of things."

"I know it hasn't been easy for you since Gwen, but I'm really glad you decided to come. Hey you want to go into town? There are some really good places to grab a bite."

"You know what, that sounds like a great idea." He turns to the others. "Hey I'll catch you guys a little later." He says as he and Jubilation head off.

In town the two walk the streets taking in all the sights and sounds as they sit at the open air restaurant. "It's funny, this is actually the first time I've been out of the institute since I got here."

"You're serious? You've been here for almost two months and you just hang in the danger room and do school work? MADNESS!" Jubilation says as the two begin laughing.

"But seriously, I really like being here. Everyone's been great. Professor Xavier and Ms. Munroe have really helped me feel at home. I'll miss you guys when I head back to New York. Especially you Jubes." As he moves in to kiss her she stops him. "What's wrong?"

"Peter, this is really awkward, but I should've told you this a while ago. Me and Santo have been dating for a few weeks now."

"You and Santo?" he says a bit confusedly.

"I know it seems a bit weird but he's really a nice guy."

"Hm, I guess that would explain a few things. I guess I never would have noticed being so deep in my studies and practice and all. Congratulations though." As he says this an explosion can be heard from several blocks away. "Wow I've really missed those. You want to go investigate?" he says as he reveals his Spider-man costume under his clothes.

"I'll catch up." She says as he runs down an alley and a moment later comes out as Spider-man.

Spidey swings through the streets and sees six armed thugs robbing a bank. "The more things seem to change." He says as he identifies the leader of the group wearing silver body armor and face mask. He jumps down and engages the group, instantly webbing two of the thugs to a wall. The other four open fire on him as he evades the shots. He stops for a moment and looks at where the shots are hitting the walls and sees that they are darts not bullets. "What are you trying to do tag me or something? What are you Safari Joe or something?" the leader then throws down his weapon and rushes Spider-man, who responds by jumping onto the ground and engaging him in hand to hand combat.

As the two duke it out the other thugs load up the van. Two of them grab a large rocket launcher out of the vehicle and take aim above the two. "Are you sure we should do this?" the second says as the first lines up the shot.

"Quit whining. It's just one less share." He fires, hitting a large sign above the two, then hops back into the van as the group takes off.

"You know I like to make it a point to get to know who I'm fighting." Spider-man says as he swiftly pulls off the leaders mask, revealing Silver Sable. "Sable Manfredi?" he says shocked. Just then the large sign above them falls as part of the debris hits Sable, knocking her to the ground. "Everyone get back!" he tells onlookers as he grabs the unconscious Sable and carries her to the top of a building using one hand and the other to fire a web net to slow the signs fall. He lays the silver haired woman down, freeing him up to suspend the sign with his webbing. He then lowers it safely to the ground. As he breathes a sigh of relief he turns his attention back to Sable. "Sable wake up. Are you alright?"

She opens her eyes slowly and smiles at him. "I am, now that you're here." She reaches her right hand up and touches the side of his face. This action releases a stream of smoke from her sleeve that knocks the hero out. After a few minutes she regains her full senses and puts him over her shoulder, using a small jetpack to escape with her captive. As she leaves Jubilee sees the action and tries with all her might to keep up only to lose sight of the two.

Spidey comes to hours later in a small warehouse and finds himself strapped to a chair with duct tape. He could normally rip these restraints apart with ease but finds his strength useless as he attempts to free himself. "That won't do you any good. I filled you with enough muscle relaxants to stop Rhino in his tracks." Sable says as she descends a staircase. He keeps trying as she gets closer. "Hold on there. I just want to talk."

"You know when most people want to have a discussion they call and set up a meeting, not knock you out, drug you and strap you to a chair. So you can see where I am a little skeptical at this point."

Sable chuckles for a moment. "You really grate on peoples nerves, you know that?" she says as she circles him. "But right now I could really use your help. I don't know if you've noticed or even cared but Manhattan is about to be torn apart by a gang war between Mr. Negative and Gou."

"Gou?" Spidey asks puzzled.

"He's the new reigning boss of the crime families, the man who hired the Scorpion to kill you, the man who…murdered my father." she states, almost breaking down on the last few words before regaining her composure.

"Sable, I'm sorry."

"Don't be, I've learned from that. My father's death helped to make me stronger, to see what I'm truly capable of. That's why I wanted to get your attention. I want you to help me take down Gou, for good."

"I…I can't do that, and I don't think you want to either."

"This man killed my father, and if he has his way he'll kill hundreds more to get what he wants. Could you really live with yourself knowing those people died because you didn't stop one man?" she looks at him and, even with his mask on she can tell he's conflicted. "I know it may go against your code, but do it for them, for your friends and family" she says in a light, compassionate voice. "I'm not asking you to decide right here and now, I'm just asking you to please think it over." She lifts his mask up just slightly above his mouth as he attempts to resist and kisses him on the cheek. "That's for rescuing me." She says as she takes off.

"Peter, Peter." He hears a call go out as Jubilee and his institute teammates bust in to find him. "There you are. Santo get him out of there." She says as he rips his restraints off.

"Thanks you guys, you came just in time. Although a little earlier wouldn't have hurt."

"Sorry Pete, Professor Xavier had a hard time pinpointing your location, don't know why. Are you okay? What happened?"

Peter stands up to look around and in the opposite corner sees the group of thugs from earlier tied up and the money next to them. "Just had a little reminder of where I need to be."