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Chapter 1: Secret Origins Gwendolyne "Gwen" Stacy from all outside appearances had it all. Even at the young age of fifteen she was the most popular girl at Standard High School, a true beauty, to the point of people calling her "Beauty Queen Gwen". Beauty wasn't all she had to offer though; she was also one of the top students in her class, especially in science. Not to mention being the police chief's daughter. Beauty, brains, and social standing, it really did seem like Gwen had it all, but that was an illusion. Her life was not all sunshine and daisies, far from it. Gwen had grown up without a mother, she'd died when Gwen was very young; in truth she didn't even remember her mother. Her parents had been older than most when they'd had her and unfortunately her mother had never fully recovered from the stress of birth. So, she'd been raised by her father. Well as much as a police chief could raise a daughter. Her father was approaching retirement age; maybe they'd be able to spend more time together then. Gwen dabbed her face with a handkerchief, the August heat was beginning to get to her as she walked across campus. Summer was a horribly uncomfortable season; she could feel her make-up. What little she wore and could wear at this age, sweating off. At least classes were over for the day and now she could relax somewhat. "Hey Gwen," She heard a voice say. Gwen turned to find her friend Harry Osborn approaching her. Like her Harry came from a very influential family, his father owning a large corporation and he too lacked a maternal figure in his life. Their fathers got along amicably enough which was good, so the two saw each other often outside of school, "Heading home?" "Not quite yet Harry," she said, "There's a science exhibition on radioactivity at Empire State University later, would you like to come with me?" "I'd like to Gwen, but you know my dad gets when I don't start on my homework right away," he said. "I understand. I'll see you tomorrow." Gwen adjusted her book bag and kept walking. A subway ride later she was in the Science Hall at ESU waiting for the radioactivity experiment to start. People were giving her strange looks. Women interested in science weren't exactly all that common, especially ones as young as her. However her being the police chief's daughter gained her enough respect that no one actually did more than glance at her. It was hot in the Science Hall. The air conditioning must've been out, so between the August heat and the room being packed full of bodies it was just sweltering in there. Gwen squirmed trying to get comfortable as he watched. Unfortunately, fifteen-year-old girls such as herself just weren't very tall so it was hard for her to see anything. "Here, take my spot so you can see better." A rather awkward looking boy in glasses said. Gwen nodded and the boy let her in front of him. "Thanks, uh…" Gwen blushed as she realized she couldn't properly thank the boy as she didn't know his name. "Uh, my name's Peter, Peter Parker," he stammered. Wow, he really was an awkward kid. Gwen gave Peter the proper thanks and turned her attention back to the experiment. No one noticed a spider cross the beams of radioactivity that were part of the experiment, and no one noticed said spider land on Gwen's hand and bite her except for Gwen herself anyway. Immediately feeling sick she got up to leave, her head pounding. "It looks like our little demonstration unnerved Ms. Stacy," one of the scientists running the exhibition said. "This is why you shouldn't let women in the lab," his partner said. Gwen turned to give them a piece of her mind but feeling faint she lost her balance and fell backwards into that Peter Parker kid. Gwen woke up slowly. She groaned and stirred; her head still hurt. She was on something soft, where was she? It was dark. How long was she out? "Oh Gwen, you're up!" She knew that voice, she turned toward it and the lamp that was the only light in the room. She now recognized her surroundings: her room. "Dad," she said groggily, "What happened?" Gwen managed to sit up a little bit causing pain to shoot through her head and a wave of nausea to hit her stomach. "Here sip this," He handed her a glass of water, which she sipped slowly; it helped her headache a little. "You collapsed at that science exhibition at ESU. Near as I can figure, it was either dehydration or heat stroke. It was really hot there." Gwen nodded slowly. She knew it wasn't dehydration that had caused her to collapse. She'd been bitten by a spider. She remembered it glowing. Had it been radioactive? Should she tell her father, after all it could be serious. No, that would worry him too much and he had important things to do, besides she felt fine now, except for a small headache. "How'd I get back here?" she asked. "I got a call down at the station and came to pick you up," her father said, "A boy stayed with you, a Pete something." "Peter Parker," Gwen corrected. "You know the boy?" her father asked with the classic concern any father would show when his daughter knew a boy's name. "He let me have his spot so I could see the experiment better, that's all dad," she said, "I'd like to thank him in person for staying with me. Could you find out where he lives?" Her father looked uncomfortable at that prospect. Gwen gave him a sweet pouty look. "I'll see what I can do," he said, "but you need to rest for now young lady." Gwen smiled him. "Good night, Dad," she said. "Goodnight sweetheart," he said as he turned the lamp off and left the room. As usual her father was gone when Gwen woke up. She sighed. Sometimes she resented his job as a police officer; they been much closer before his promotion to police chief, now between that and her growing load of schoolwork it was like each of them kept just missing the other. All that said she was proud of her father's work and respected the need for him to do his job, even at her expense. Gwen quickly got up and got dressed and started to make her breakfast. She'd done this so many times in her life that her body moved without her thinking as she made her eggs. Sunnyside up, in her opinion the only way to eat them. Everything was going well until she tried to take a drink from the glass of orange juice, she poured for herself. The glass shattered in her hand and Gwen found herself absolutely dripping, covered in sticky orange liquid. By the time she got dressed again she had to leave for school without eating. So, the day started badly. Still, she managed to grab one of her dad's old pulp magazines to read on the subway. She was an especially big fan of The Spider. She really hoped this day would get better. When she got to school, she immediately approached by Harry. "Hey Gwen, are you alright, I heard about what happened to you at that science exhibition yesterday," he said. "Yeah, I'm fine, I just got a little dehydrated is all," she lied. If she wasn't going to tell her own father she was bitten by a radioactive spider she wasn't going to tell Harry. She wasn't even sure what effects, if any that it had on her. A lot of really strange things had happened this morning. "Alright, but if you need anything Gwen, you know where to find me," Harry said. "Actually, I was wondering if I might be able to come over to your house today. You know how quiet it gets at my house with my dad on the beat." "Sorry Gwen, but my dad's going to be at Oscorp meeting with some big client. Since he's not going to be there, having company, especially a girl would be a bad idea." "You're right, I guess we'd better get to class," Gwen said. The rest of the day didn't go much better than her morning, with her randomly sticking to and breaking things. This all culminated in her nearly being hit by a car on her way to the subway. When she jumped out of the way she found herself on a roof and she accidentally crushed a steel pipe like paper. This was just getting weird. When she tried to get down she found herself sticking to the wall. Well at least that was useful. Gwen looked around, it didn't seem like anyone had noticed, but that was New York for you. This made one thing clear though: that spider bite had done something to her, she just needed to figure out what. Norman Osborn was not a happy man. He knew how this meeting was going to go. The answer was not well. Despite all the money that had been sunk into this project Oscorp had little to nothing to show for it. His client, Colonel Nick Fury was a gruff man, and Norman didn't particularly like him. He saw Fury as unkempt at best with his perpetual five o'clock shadow, eye patch and the fuming cigar hanging out of his mouth. He did like Fury's money though, and he had a lot of it given that he was the head of a secret arm of the U.S. government known as S.H.I.E.L.D. "You know you really shouldn't be smoking in a chemical plant, Colonel," Osborn said trying to be as polite as he could while choking on the pungent smoke. "I'll smoke wherever I damn well please, Osborn. Now you better have some good news for me. How's that little project I put you on coming?" "Not very well, I'm afraid. As you well know Dr. Erskine never fully committed the formula for his Super Soldier serum to paper. From what we do have we can tell the man was a genius. Of course, just the fact that he created Captain America is enough to show us that. Without the full formula though this is just guesswork. We need more time." "More time? You're skating on thin ice Osborn. We don't have a lot of time. Our sources say that the Soviets are gathering up superpowered beings of their own. We need some way to combat them, and the Super Soldier serum is the best way. Your country needs you." "My country? That's your mistake, Colonel, you think I care about my country. I don't I'm helping you in your little fight with the communists for my own reasons." "Mainly that they don't like businessmen like you, and you don't want them getting in power over here and stringing you up. Look, Osborn, I don't like you and you don't like me. Just fine with me, but I'm giving you lots of money and I can take it away. If I had another option, I would take it away." Fury said. That made Norman smirk. "Ah, so you really do need me don't you, Colonel?" "You were the last resort Osborn and don't you forget it. Richards won't work with us, Stark's gone missing somewhere in Korea, probably dead. Not to mention that fiasco with Banner's gamma bomb… The sad fact is that you're our last hope, Osborn, as much as that statement makes me sick. We sure as hell don't trust our 'friend' Von Doom in Latveria enough to ask him for help." "Tony Stark is missing?" Well now, that was interesting. His company must be trying to keep things quiet. "That's not your concern, the Super Soldier serum is," Fury snapped. "Yes yes, my chief scientist Doctor Otto Octavius was muttering something about a possible breakthrough. If it produces any results I'll let you know. In the meantime, why don't you recruit some of those Mutants that are popping up?" "Most of them are underage and civilians. We can't control them. We're not forcing anyone to join the military, this isn't the Soviet Union! Now get me that formula or I'm taking the money back!" Fury said storming off. "Okay Gwen, stay calm. Everything is going to be fine, you just have superpowers, nothing to worry about." Oh, who was she kidding she was freaking out. How had she gotten powers? She'd been hearing things about Mutants lately. People born with powers that manifested during puberty. She was about the right age, could she be a Mutant? If she was, maybe there was someone who could help her but that would take some research. Right now, she needed to calm down. Unfortunately, her father chose that moment to come home. Gwen felt a tingling on the back of her neck and was able to jump out of the way before the door hit her. "You okay sweetie? You seem a bit jumpy." Captain Stacy said. "Yeah, you just surprised me is all." "Ah, how was school, Gwen?" "It was fine, Dad." "That's good to hear." Captain Stacy turned the TV on to the news. "Our top story today is about yet another disturbance at the Xavier School for Gifted Youngsters in Westchester County. The recently opened school for Mutants has been a frequent target for less than peaceful protests. The school has been accused of being a training center for a Mutant revolution by people such as Senator Robert Kelly, despite Professor Charles Xavier's protests that his school is meant to guide Mutants to a peaceful place in society. A police presence has been set up around the manor to prevent any sort of confrontation." "I'm glad I don't have to deal with that mess. With the powers those Mutants have they can be very dangerous. People are afraid, I don't know if I could keep the peace. By the way, Gwen, I found out where that Peter Parker kid lives, would you like to go see him tomorrow?" "I can't dad, I have to go to the library and study for a big test tomorrow, do you think it can wait until Saturday?" That was a bit of a white lie. She was going to the library tomorrow, but only to find the address for the Xavier School for Gifted Youngsters and then she was taking a bus to Westchester County. The next day around 4:30 in the afternoon Gwen was stepping off the bus and heading toward the Xavier School for Gifted Youngsters, it looked more like an old mansion than a school. As expected, the place was surrounded by police. It seemed it was time to put them to the test hopefully these guys weren't as vigilant as the NYPD. It wasn't easy but using her new powers she was able to sneak past the police parameter. It paid to have a dad on the force. She didn't know everything, but she knew a thing or two about the procedures. "I don't know why we don't just storm this place and arrest these Mutants. They're the dangerous ones," she heard one of the police say as she passed by. "We have our orders, at least we can still keep normal people safe by keeping them away." Another replied. Great, even the police don't like these guys. What have I gotten myself into? Well, there was only one way to find out. She rang the doorbell. The door opened to reveal a bald man in a wheelchair. "I thought I sensed someone approaching the mansion. I am Charles Xavier, who might you be?" "I'm Gwen Stacy, I came here because I think I might be a Mutant. Wait, sensed, does that mean you're a Mutant too?" "Not publicly, but yes, I am a Mutant. A telepath to be more precise. Please Ms. Stacy come in, my students have been made aware of your arrival and are on their way down. The inside looked as much the part of a manor as the outside did. A group of six teenagers were coming down the stair to greet her. Most of them looked normal, but there were a few oddities. There was on with usually large hands and feet and far more striking was the one with blue fur and a tail. Gwen was starting to wonder if she was going to turn into some hideous spider monster but seeing as most of them looked normal that fear was muted. "Everyone, I would like you to meet Ms. Gwen Stacy. Ms. Stacy, allow me to introduce my students," Xavier said. He pointed over to a red-haired girl "This is Jean Grey." "Hello Gwen," Jean said, like most of them Jean looked to be slightly older than Gwen. "This is Scott Summers." That was a brown-haired boy wearing some sort of red sunglasses, "Hank McCoy." That was the one with the large limbs. Gwen nodded to each one. "You can call me Anna Marie." It seemed the rest of them weren't going to wait for Xavier to introduce them. The girl had brown hair with a white streak in the front and a southern accent. She also looked to be overdressed for the weather. "I'm Kurt Wagner," said the blue furry one. the last one, who looked to be a normal brown-haired girl a little younger than Gwen looked to be a bit uncomfortable as Kurt spoke with a German accent. "I'm Kitty Pryde," she said. "It's nice to meet all of you," Gwen said politely. "Gwen here thinks she might be a Mutant, so she's come to us, although I do have some questions, Ms. Stacy. Does your family know you are here?" "No, I didn't tell my father. I wasn't sure how to tell him. I figured if I turned out to be a Mutant you could talk to him. I'm afraid, these abilities came out of nowhere, but if you can help me control them…" "Well then, let's take you to the Danger Room and test your powers," Professor Xavier said. "Danger Room? Don't tell me this school really is training Mutants to fight," No one said anything, "You've got to be kidding me." "You have to understand, Ms. Stacy, there are Mutants that are less peaceful than us and someone has to stop them," Professor Xavier said. "How about the Fantastic Four?" Gwen snarked. The group went to the "Danger Room" which turned out to be a big stainless-steel room with nothing special about it or so it seemed. As they got into the room Scott left the group and went into a control room above them. "Now Gwen, what sort of powers are you exhibiting?" Professor Xavier asked. Enhanced strength, agility, I can stick to walls and have a danger sense." "I see." Xavier presumably sent a telepathic message to Scott and a large number of weights, and an obstacle course appeared out of thin air. Gwen gasped. "This is amazing, the technology in this room is beyond anything I've read about." Kitty and Hank seemed to be intrigued by this. "Might you be interested in science, Gwen?" Hank asked. "Yes, very much so, but right now I should probably show you my powers." Gwen started with the weights, and it was discovered that her strength topped out at five tons. The obstacle course was a different matter with many moving parts that pushed her agility to the limit. Then her danger sense went off and she dodged just in time to see an energy beam on the wall leave a crater in the floor. "Was that a laser? Those are only theoretical!" Gwen kept dodging but eventually she just got tired of it and jumped on the wall, crawling away as she weaseled her way between the lasers' aim. Then as suddenly as everything appeared it disappeared. She was met was applause. The gathered Mutants seemed very impressed. Kitty was the first one to run up to her. "That was amazing, Gwen! I can't wait to work alongside you!" "Don't get ahead of yourself, Kitty, we still have to talk with her father," Jean said. "Hopefully, it goes better than when you talked to my parents," Kitty muttered. The rest of the group looked uncomfortable. 'We'll do better this time, Kitty." Kurt put his hand on her shoulder causing her to flinch. "You were quite impressive, Gwen, none of us have been able to clear the course that quickly and you recognized the lasers for what they were. I think you would make a great asset to our team," Hank said. "Wait, I'm having second thoughts here. I didn't come here to be part of a strike force. Even if you are trying to be a force of good and peace, and let's say I believe you are. Well, my dad's a police officer, I believe in using the law to achieve your ends. I'm not sure I'm comfortable with being part of a vigilante group." "We understand, you'll have time to think it over of course," Jean said. "That is if I accept her, as it turns out Ms. Stacy isn't a Mutant." Professor Xavier wheeled himself back into the room. Gwen didn't even notice him leave due to the excitement with the obstacle course. "What do you mean I'm not a Mutant?" Gwen asked. "I have a machine called Cerebro that allows me to sense Mutant brainwaves. As it turns out you aren't a Mutant." "I have powers though." "And when did these powers manifest?" "A couple of days ago when I was bitten by a radioactive spider." "That is probably what gave you your powers, your abilities are strikingly similar to that of a spider." "I still don't know how to control these powers, how to deal with this. Is it possible you could still help me?" I would have to discuss this with my students. Kitty, will you stay with Gwen while the rest of us talk?" Xavier and the rest of the group went one way while Kitty led Gwen back to the front room. "Kitty, will you stay with Gwen while the rest of us talk?" She mocked. "I'm sorry I'm such an inconvenience," Gwen muttered. "It's not you, it's just I'm the newest, and youngest member of the team and they keep treating me like a kid." "Oh, I see," Gwen said, "So why are you so uncomfortable around Kurt?" "My parents are from Poland, they're Holocaust survivors. They spent time in Auschwitz. With Kurt, it's nothing personal. It's just… he's German." Gwen nodded not sure what to say to that at first. "I'm sure he's not a Nazi…" "I know, it's just after all the stories it's hard to be around a German." "And you said something about your recruitment to this school not going well?" "Professor Xavier and Jean showed up to my house in Illinois to offer a scholarship to the school. It went well at first but when they found out it was a school for Mutants by parents backed out; our family had been persecuted enough but I was afraid, scared of my powers. So, I tried to run away and come with them. My parents called the police thinking I'd been kidnapped, and Professor Xavier had to wipe the memories of everyone involved back to the point before they revealed they were Mutants so I could join." "That doesn't strike me as something heroes would do," Gwen said. "It was a rocky start, but they really have helped me with my powers and the normal schooling here is amazing." The two of them chatted for about half an hour about various things. Despite all the strangeness of the last few days and the serious matter being discussed in the other room the two girls were laughing before long and had really hit it off. Being able to talk about more normal things eased the stress that Gwen was under. Eventually Xavier came out of the other room with the rest of the students. "We discussed it, and my students can't come to a consensus about whether we should let you enroll in the school and since I can't have a dysfunctional team, I'm afraid I can't help you." "What?" Gwen asked. "While some of us think that you would make a great addition to the team others of us think that it would be wrong to accept a non-mutant," Hank said. "You got your powers from an accident. You weren't born with it like us. A lot of us had to go through traumatic experiences because of our powers. This is a place where we can commiserate and work toward a world that accepts Mutants," Scott said. "This isn't fair I came to you people for help!" "We understand that, but you realize that this would have the public brand you a Mutant and you'd have to deal with the same discrimination. Plus, we have Hank who has a similar powerset," Jean said. "We can't force that on someone else in good conscience," Kurt said. "But I still need help controlling my powers. People might confuse me for a Mutant anyway and I won't have a group to back me up. If something happens to me because I get mistaken for a Mutant, it's on your heads. Don't you people know what it's like to be alone?" "I'm sorry darlin', if it were up to me. I'd let you at least think about joining, but it's gotta be unanimous, Anna Marie said. "She could be a big help to us!" Kitty protested. "Don't bother, Kitty, if they don't want me, I'm not going to stick around. You claim you want to have peace with regular people but build a school to train Mutants to fight and keep its true purpose hidden. No wonder people are afraid of you." Gwen began to storm off but then grabbed a piece of stationery and a pen off the table and wrote her address on it, handing it to Kitty. "What's this?" she asked. "My mailing address, keep in touch. That way if things go south with these guys, you'll have a friend you can contact." And with that Gwen left the Xavier School for Gifted Youngsters. The next day was Saturday and Gwen and her father were going to Peter Parker's house so that Gwen could finally thank him properly. As it turned out he lived in the neighborhood of Forest Hills. The pulled up to the house and her father rang the doorbell. A man answered the door. "Hello, can I help you?" He asked. "I'm George Stacy, as you probably know your nephew Peter Parker attended a science exhibition on radiation at Empire State University." "Yes, I know, what's this about sir?" "It's nothing to worry about. It's just my daughter Gwen here, collapsed at that demonstration and Peter stayed with her until I could pick her up. We're here because Gwen wanted to properly thank him for that." "Oh, I see, please come in and you can call me Ben." The inside of the house was nice enough, though it was clear the Parkers didn't live as nicely as they did. The smell of chocolate chip cookies was wafting from the kitchen. A white-haired woman stepped out from the kitchen with a smile on her face. "Ben, would you like to introduce me to our guests?" she asked. "May, this is George Stacy and his daughter Gwen. They're here to thank Peter for staying with Gwen when she collapsed at that science exhibition." "It's nice to meet you both," Gwen said. "Thank you dear," May said, "Would you two like some cookies?" May asked. "Yes, thank you, I would love som,." Gwen said. "I'll go get Peter." Ben said. Gwen was quickly given her cookies and began eating them while Ben brought Peter from upstairs. Peter's eyes widened when he saw them. "Hey, you're Gwen Stacy. The girl I gave my spot to at ESU what are you doing here?" Gwen gave him a confused look. "I don't remember giving you my name, Peter." The boy in question blushed in embarrassment. "I overheard your dad say it when he picked you up." he said. "Ah, okay, I just wanted to thank you for staying with me the other day." "It's no big deal," Peter replied modestly, "Hey, my aunt and uncle bought me a new microscope, you want to see it?" Gwen gave her father a questioning look. "Go ahead, sweetie," he said. Gwen and Peter went upstairs to his room, and he began showing her his new microscope. Her first impression of Peter Parker had been that he was an awkward shy kid. That wasn't entirely inaccurate but once you got the kid talking about science he became very articulate. Thankfully she knew more than enough to keep up with what he was saying. The Stacys spent another two hours at the Parker household and generally agreed that they were a nice family. Before they left Ben and May made it very clear that Gwen was always welcome in their home. As the days went by Gwen found herself taking them up on that offer. With her father almost always on the job and the Osborn house being off limits because Harry's dad was working overtime on some big project, she found herself at the Parker house nearly every day. Talking science with Peter so often made them very close, though sometimes she was out of her depth with him as he was more a tinkerer than she was. She'd spent more time with Peter in one month than she had with Harry in the last three and they were fast becoming good, if not best friends. She'd also gotten a handle on her powers, though she hadn't told anyone about them since her visit to Xavier's school. She'd also kept a weekly correspondence with Kitty to make sure everything was alright with her. It seemed like everything was finally reaching something close to normalcy again. Then tragedy struck. It was late at night; her father woke her up with an urgent tone in his voice. "Gwen. get up, we need to go." "Dad, what is it?" She asked groggily. "Honey, I have some bad news. It's Peter, he's been shot." "What?" Gwen jumped up immediately. "A burglar broke into their house, and Ben Parker confronted him. The burglar was aiming for him, but Peter pushed his uncle out of the way at the last second. He's at the hospital undergoing surgery right now. I thought you should know. I've called a cab to take you to the hospital; Ben and May will be waiting for you in the lobby. I don't like leaving you home alone after something like this." "What about you?" "They've tracked the crook to a warehouse, and they want all available units there. We're going to catch the guy who did this, Gwen, I promise." Captain Stacy said. With that said the two left the house and parted ways Gwen didn't even bother to change out of her nightgown. The ride to the hospital was torture. She was doing her best not to panic. When she got there Ben and May Parker were waiting for her just like her dad said. They went to the waiting room and things were quiet except for a lot of praying. It was a couple hours later when the doctor finally came out. He was a young blonde man. "Mr. and Mrs. Parker, I'm Dr. Donald Blake. I have good news and bad news. The good news is we were able to save your nephew, but the bullet did severe damage to his spinal cord. He'll never walk again. I'm sorry, I've done all I can, there was once another surgeon who could've done more. but unfortunately, after that car crash last year Dr. Strange can't practice anymore." May Parker broke down and began crying. Ben held her. "Thank you, Dr. Blake," he turned to his wife, "It's going to be alright May, at least he's alive." Gwen finally broke down as well. Yes, Peter was alive but now that he was a paraplegic his hopes of being scientist would be almost certainly completely destroyed this wasn't fair. It wasn't long after that that her father arrived. Gwen ran into his arms and held him tight. "Oh, Daddy, it's horrible they're saying Peter will never walk again. Please tell me you got the man who did this." "Yeah, we got him Gwen, but we could've got him sooner. It turns out he'd robbed a wrestling event earlier tonight and escaped the police, eventually breaking into the Parker home. If we'd just been a little faster..." Captain Stacy's voice was mournful. "Daddy, aren't the police supposed to keep people safe?" "We do, sweetie. We do our best anyway. Sometimes our best isn't good enough." "I'm worried about the Parkers they can't afford they can't afford the medical bills they're going to have." "I'll take care of that, Gwen. Norman Osborn owes me some favors and I'll pitch in as much money as I can." "Thank you, Dad, I just wish we could do more." Maybe she could. She had powers, maybe it was time she used them for something. She respected the police, she had to her father was on the force after all. They did their best, but it seemed they needed some help. Over the next couple weeks Gwen designed a costume that she could use when she was using her powers she didn't exactly want to be known as a vigilante after all. She decided to make it form fitting of easier movement. Black and blue for the stealth and to pay tribute to the police, the blue was mostly on the limbs. A classic domino face mask like her pulp hero the Spider. She even made her own ring with a spider seal on it as a homage to the classic character. She wouldn't use guns though. For one she couldn't get her hands on any and for two she only wanted to catch criminals not kill them. She still believed in the system after all. There was just one thing missing: if she was going to be a spider themed superhero she needed some kind of a web. After all that's what spiders were known for. She didn't want to use a grappling hook or rope; it'd be tough to carry around. She could probably make some sort of webbing with chemicals, but she'd need a shooter of some sort. Maybe she could turn to Peter for that. He was a tinkerer after all, and he needed something to do. As soon as Peter was released from the hospital and settled back home Gwen went to visit him. "Hey, Peter, how are you doing?" "Gwen, what are you doing here, I didn't think someone like would want to hang out with a cripple. My life is over!" Peter was shouting at the top of his lungs. "It's going to be okay," Gwen said soothingly. "Okay? I'll never walk again, Gwen! I can't take regular classes at school, people are always going to be taking care of me, pitying me. I don't want pity! Who would actually want to be around a worthless sack like me?" "Peter, I'm still your friend. I'm here for you, I'm not going to abandon you or pity you. Right now, though I need your help." Peter laughed coldly but at least he wasn't yelling anymore. "What I possibly do to help you in this state? I can't even do anything for myself anymore. My own uncle has to carry me into the bathroom. Can you even imagine how embarrassing that is?" "No, I can't and I'm sorry that you're hurting. As for what I need. well, you're better at building things than me and I need something custom made to order. A pair for mechanical apparatuses that can be mounted on the wrists and shoot a chemical compound out of a pressurized cartridge and make webbing." "That's… oddly specific," Peter said, "Why do you need this?" Gwen took a deep breath. This could be a big mistake what she was about to tell Peter could make him feel much worse about the accident, but she didn't want to lie to him. Not when she was doing this because of him. "Of course, you remember that I collapsed at the radiation demonstration at ESU. What you don't know is why. I was bitten by a radioactive spider, and it gave me superpowers. Super strength, agility, I can stick to walls, I have a danger sense. I'm thinking about call that last one my Spider Sense." "If I hadn't given you my spot…" Peter mused connecting the dots, "I would've have stopped that robber… I'd still be able to walk and follow my dreams." "You can't think like that, Peter. If you'd gotten those powers, there's no telling what you would have done. You might not have even been home," Gwen said firmly, "I need these webshooters because I'm going to use my powers to become a superhero, and a spider themed hero needs webs. I'm going to do everything in my power to make sure that what happened to you doesn't happen to other people." "You're right, it's just so hard," Peter said with a sigh, "Now then webshooters well you'll want multiple setting for different web thicknesses. A trigger mechanism that can't be set off accidentally… I can get my aunt and uncle to get me the materials I need, give me about a week and I'll have what you need, Gwen." Gwen smiled at this glimmer of the Peter she knew shining through. "You're the best, Peter." Before she knew what she was doing she'd pecked him on the cheek. Both teens blushed furiously. "Uh, Gwen…" Peter stammered. "Let's keep that between us for now." Gwen said. Peter nodded in reply. "So, if you're going to be a superhero do you have a costume and a cool name like the Fantastic Four?" "Yeah, I've already designed and made the costume. I'm just waiting on those webshooters to make my debut as for a name. Well if I'm going to be spinning webs how about Spinnerette? You know like the spinnerets spiders use and -ette for female." Gwen said. That made Peter laugh. "Spinnerette, I like it. The Spectacular Spinnerette!"

Cyclops: Complete douche nozzle with the personality of oatmeal thrown on a white wall. Nonetheless is able to convince the likes of Jean Grey, Madeline Pryor and Emma Frost to not only sleep with him but enter committed relationships where they are subjected to his dickery on a daily basis. Conclusion: must also have the mutant power to satisfy in the sack. Ability Rating: Nathan Fillion-esque Wolverine: Animalistic, passionate and mutant healing factor helps his endurance. If you ever check the X Men relationship chart (http://www.uncannyxmen.net/images/article/relationship/relationshipmapv1.htm) he's pretty much the man whore of the X Men so he's gotta be doing something right. However tortured past and lack of committed girlfriends leaves me to believe that every once in a while he cries during the act. Ability Rating: One Night Stand Material Gambit: Fake swagger, cheesy card tricks, carries around a big pole. Gambit is obviously overcompensating in every which way. I think he may discharge quickly and I'm not talking about kinetic energy. Ability Rating: One minute man Colossus: Strong, powerful, but loving and gentle. Doesn't seem to be into a lot of things but would definitely try if you asked nicely. Hey may not wow your world every time but he definitely strives to all the time. (Also avoiding all easy 'hard as metal' jokes.) Ability Rating: Eager keeper

The lustrous stars filled the night sky as the barge rocked gently against the waves of the Gaena River. The tears were just now beginning to dry against Eragon’s face. He knew he was leaving everything, but what hurt most was leaving his best-friend and lover, Arya, behind. Who knew when he would see her again? The thought slowly turned his stomach, sickening him. He took an unsteady breath. The warm blanket of Saphira’s consciousness then enveloped his own, and he opened his consciousness to hers, allowing her to comfort him with waves of reassurance and sympathy as their minds once again became one. It will be okay, little one. She said as she floated beside the barge. She stretched her long neck to him, and he rubbed her cool nose. Just then, for a moment, he had a feeling that everything would turn out fine. He had the feeling that they would find a new land to call home for the riders of the future, to call home for themselves. The barge continued to drift on into the unmapped world. The elves sung beautiful songs of the sea as Eragon’s heavy eyes slowly shut, allowing the waves to rock him to sleep. Days passed… Days went by and no land they came upon caught Eragon or Saphira’s eye. Though, there were enough odd creatures that most definitely did. Eventually, Eragon thought it proper to record these creatures like he did with the some of the animals of Vreongard. At first, it would simply be the animals he could spot from the shore, but eventually the complacent rocking of the waves moved him to make the decision to land for a while. Blodhgarm was wholly against this idea, but once Saphira stepped in he quickly receded. “I’m surprised Blodhgarm changed his mind so suddenly. I would think it would have taken us days to convince him, and alone?” Eragon chuckled to himself as he walked beside Saphira. It was either that or I was going to eat him. Saphira’s throat hummed with laughter and Eragon rubbed the scales between her neck and shoulder. They were by now quite deep into the unknown jungles east of Alagaesia. They had at first planned to stay relatively close to the shore, but after some of the creatures they saw they could not help but venture a bit deeper. Although the animals that inhabited the jungle weren’t diverse or as interesting as the shadow birds and snalagni of Vreongard, simply being able to walk on dry land was interesting enough to the two to implore them to stay. Eventually they came upon a small lake as the sun reached its zenith and the full of its radiance and heat came upon the land. It was as if it was meant to be that they take a dip. Eragon quickly undressed and laid his blue sword by Saphira as she stretched out in the cool sand. He sprinted to the lake, and just before leaping in he opened up his mind to the creatures that lied in its depth. None seemed dangerous, but to make sure he spoke out through his mind in the ancient language. I am a friend. He then leaped into the air, using magic to lift him high above the lake. Then diving head first, he speared into the lake and swam through the cool blue waters. Quite graceful, Saphira said, commenting on his dive. Thank you. You should join me. She didn’t answer, but he could sense her moving. He surfaced in the water, looking to where she once was but she was gone. “Saphira?” He called. Then looking up he could see the blue streak streaming down from the heavens towards the lake. He cursed before diving back into the waters, swimming as fast as he could away until he could feel the sonic clap of Saphira’s huge body entering the water. They continued to frolic in the cool waters until the sun neared the horizon. Eragon dragged his pruny body out of the waters as Saphira exploded into the air behind him, splashing him with water before landing in front of him. That was fun. It sure was. He said with a smile as he attached his brisingr back to his hip. It was then when a solemn melody carried itself through the foliage of the woods before them. It was a song he had never heard of, but contained much power. A chord that rivaled anything he heard while with the elves, or anywhere else for that matter. It was so beautiful, so pure. He couldn't help but feel drawn to it, but before he even thought to follow the song his feet were already moving and he could feel Saphira doing the same. A sudden fear then struck him. He realized he couldn't stop himself. He no longer had control over his own body. Was it some magician he had not sensed? He chastised himself for being so reckless. He tried to string together a spell, but it was futile. He ended it before it extended too much of his energy. It wasn't long before they were even deeper into the unknown wild. He could now make out a radiant emerald glow that seemed to pulsate in the distance as he and Saphira neared. The closer they got the quicker it throbbed. His legs then stopped, but not from his own accord. He could see Saphira in his peripheral, struggling in her invisible bonds. The light then drew closer to them, growing smaller as it neared. It flew gleefully towards them, twisting and turning through branches before it slowed before Eragon. He was lost in the sprite's unique beauty. It was then when he reached out to it. At the touch of his hand it expanded its light, blinding him and Saphira. Their stomach turned as they entered the vertigo. There was no way to be certain what was up and down; they only knew the bright emerald shine that suffused them. ------ The Near Future Sulfur rained down from the blackened sky. It was only brightened by the burning sulfur’s blue flame and the strike of fierce lightning. The sun was extinguished by the mighty being known as Apocalypse. It all started with several well coordinated surprise attacks across the globe. Large structures fell from their flying vessels and drilled deep into the Earth, emitting billows of black smoke into the atmosphere. The heroes of Earth retaliated immediately, joining forces to make the most of their power, but it was a losing battle from the beginning. Cities crumbled and the armies of Apocalypse slowly pushed their advancement. Every time one of their fellow heroes would fall to the enemy they would rise up with the enemy even stronger, changed. They were changed into a slave of Apocalypse, a horseman. Eventually, as their numbers dwindled, the heroes were forced to make one last direct strike at Apocalypse in Cairo, Egypt... “Move! Move! Move!” Cyclops strained to yell over the maelstrom of the battlefield. He dove to avoid a blast shot from Apocalypse's main drill. He could hear a cry of pain behind him as he rolled. The army of heroes stampeded towards the drill striking down the small forces that surrounded it. They fought hard, and it wasn’t long before they stood before the base of the massive machine. “How are we supposed to get in now?” Iceman questioned as he jumped off his ice-slide. “No door? Let’s make one.” Cyclops answered as he reached for his visor, it flashed a bright ruddy red. He prepared to fire when a sudden clicking of gears could be heard. A hidden door then slowly opened. A bright white light flooded out, blinding the heroes, and then a group of dark figures appeared within the light. The heroes, eyes now adjusted to the bright light, were set aback when they realized it was their old teammates striding out of Apocalypse’s base. There, in the light, stood Colossus, Magneto, and none other than Professor Xavier. They all stood tall as they looked down on the group of heroes apathetically. There was a tense moment of indecision among the heroes, each looking to another to see who would strike first. With a flick of his wrist Magneto shook the very ground beneath the team and the Earth opened up to the metal pipes that bent under Magneto’s control. They lashed out at the heroes as they broke formation, attempting to defend themselves anyway they could be it ice, concussive blast, or slicing through the very metal that tried to entrap them. Colossus then leaped into the disorganized heroes smashing his way to the core of group while Xavier took flight. Jean Grey was the first to confront him. “Professor!” She yelled. He stopped mid-flight without turning to her. “I don’t want to hurt you, Professor.” As the words left her mouth he turned and she could feel the mental dagger strike at her mind. It was only as distraction however as Xavier quickly closed the space between them as a scythe of light appeared in his hand. He fiercely swung, but Jean was able to stop the point of the blade inches away from her neck. She could not hold it there for long however. The professor again struck against her mind and it faltered her telekinetic hold on the scythe. The scythe of light then disappeared being replaced by a mallet which struck against Jean’s skull. She plummeted to the ground and landed with a crack. Xavier slowly lowered himself to her, momentarily looking over her body before turning back to the sky. He was about four feet off the ground when a blinding light flashed. When he regained his vision an odd boy and menacing dragon stood before him. He attacked without a second thought.