Chapter 1

o-X-o-A-o-X-o

Utopia, San Francisco Bay

"Storm said yes. I need her to be my Field Second. She's led the X-Men before. People will follow her." Said Cyclops as he entered the quarters he shared with Emma Frost. Emma was inside sitting on the bed. "Are you okay with that?" he said as he moved towards her.

"You presume that I'm going to be here?" said the blonde telepath turning to face her lover.

Cyclops was shocked. "What?"

"Scott I love children." Started the former White Queen. "I'm a teacher. I long to rock that blessed world-ruling cradle. I've sacrificed so much of what I love to be here with you."

"But we teach here-" tried Cyclops but was interrupted by her.

"A little. But we mainly train. The difference is of paramount importance." Emma cut him off angrily. "and most of all, I don't like being taken for granted."

"Emma, I'm so sorry. I wanted you to look after the recruits. Apart from what to do when Nimrod shows up, I haven't a clue what the kids should know. That's you. No one's better than you at that." Pleaded Cyclops. "And, Emma… I can't do this without you. I can't even imagine doing it without you."

"Please cease your groveling Scott. It's undignified. I've made my decision and there is nothing you can do to change it." As she said that she picked a suitcase from next to her that he didn't notice before and headed for the door to meet the rest who were leaving for Westchester.

Cyclops frantic to stop her moved in front of the door to bar her way out. "Please Emma stay!"

Emma sighed at his actions. He really was starting to test her patience. "Don't make this more difficult than it already is Scott."

"I'll stop you even if I have to use force." He said and moved his hand to his visor to prove his point. But halfway there he froze, his body no longer obeying him.

"You fool! I've been into your head for so long that you can't make a single thought without it broadcasting across our connection and me knowing about it. You think you can threaten me?" Thundered Emma her pretty features marred with a really pissed off look. She was starting to lose her patience.

"But I can't lose you too Emma! I've lost Jean already, not you too."

"Jean was never yours nor will she ever be you idiot. You may think that she loved you but her heart always belonged to Logan, never you." Emma snarled at him. "I may never like her but all you're doing is insulting her memory. As for me, I was willing to put up with your moping for a time thinking that you will move on from her and finally focus on our relationship, but now I see that it was a hopeless dream."

Emma picked up her suitcase and moved to the door, sidestepping Scott on the way. "Goodbye Scott. I want to say it was fun but it really wasn't."

All Cyclops heard was the door closing as she disappeared from his life.

o-X-o-A-o-X-o

"She's fueled up. Ready whenever you are." Iceman said to the former Weapon X.

"Anybody else on board?" asked him Wolverine.

"See for yourself."

Wolverine was outside the X-Jet talking with Iceman, making the final preparations before takeoff when a sight greeted him that he couldn't imagine even on his wildest dreams.

Emma Frost was walking towards them with a suitcase, meaning that she chose to go with them to Westchester.

"If you two idiots are done gawking you should hurry. We have a school to rebuild."She said as she passed them.

Wolverine shocked and with his jaw hanging open turned to Iceman. "She's with you?"

Iceman turned to Wolverine the same shock plastered on his face. "I thought she was with you."

Then they both turned stupidly to stare at the now empty boarding ramp.

'What just happened?' they both wondered.

As Emma came inside the craft all heads turned toward her and stared with mouths open at her with shock.

'My god they're multiplying.' She thought as she facepalmed.

o-X-o-A-o-X-o

"Last chance to back out." said Iceman to Wolverine as they prepped the X-Jet for launch.

"Let's get out of here" said the new leader of the X-Men. They both felt a hand rest on their shoulders and they turned to see Emma looking to the horizon with a newfound purpose.

"Let's get the children home."

They both smiled at her words as the X-Jet left the ground and soared away to their new place to call home. An old mansion upstate New York, in Westchester, the only place the X-Men should ever call home.

o-X-o-A-o-X-o

A Few Days Later, Westchester County, Upstate New York

Wolverine had just finished his chat with Charles Xavier who came to visit the new school. Heh… Him a teacher for young mutants. Who would have thought of that. He was sure that Jean must be laughing at him from the great beyond.

He never went to school, unless one could count being raised by wolves. Never cared for kids either, not even his own son. And he is definitely not qualified to teach anything that doesn't involve significant bloodshed. So what the hell was he doing here.

This school was full of problems and the construction wasn't even finished yet. Inspectors, club funding, budget, labs, SECRET labs for Beast, curriculum, salaries, inspectors oh wait, he already mentioned them and who knows what else.

And then there was one of the biggest problem of them all, his daughter Laura.

Well Laura wasn't really his daughter if someone was being technical she was his female clone birthed from his genetic template which was inserted on a woman, Sarah Kinney to give birth to the ultimate killing machine. But that was too big a headache to even think about so he went with daughter.

Laura was like him in many ways, brash, cold, unfeeling, reckless, stubborn and many other things. But to top it all she was an even bigger recluse than even himself and that's saying something. For a year and some change that she was with him in Utopia to his knowledge she only made one friend and that was her own roommate.

If he left her alone he knew that he would turn just like him, something that he didn't wish. Never mind what would happen to the world should a second Weapon X roamed around. But he couldn't connect with her no matter how much he tried.

In the end what he needed to do for her was to find her a mentor, one that could help guide her to a better path for both herself and those around her. But who could do it? Among the X-Men he knew that there wasn't anyone he could truly depend for something like that. So he had to branch out.

Logan knew many people, both heroes and anti-heroes and even villains. What he needed was someone selfless with an honest understanding of power and responsibility, someone who-

"Sonova." He tapped his Avengers identicard to make a call.

"Webbs, I need a favor."

And if he was right he could use this to solve and a second problem of his. And a third. Damn he was on a roll.

o-X-o-A-o-X-o

Manhatan

"Spider-man, Spider-man.

Does whatever a spider can.

Spin a web, catch a thug.

Beating you every inch of your life.

Watch out here comes the Spider-maaaan!"

Spider-man aka Peter Parker was singing as he foiled an armed store robbery from a couple of thugs in 25th street.

"Stay still so I can shoot you!" shouted Nameless Thug No1™ as he pointed a semi-automatic weapon at everyone's favorite Friendly Neighborhood Spider-man. The response was immediate as Spider-man webbed his hand up making him unable to shoot anyone lest he blows his hand off.

"Now why would I do that? Didn't your mom teach you not to play with dangerous toys unsupervised? Someone could get hurt you know." Said Spider-man as he shot webbing to the man's feet and pulled leaving him hanging upside down in the middle of the street. "And that's a wrap. Get it? A wrap? Because- oh never mind."

"I'll kill you Spider!" bellowed Nameless Thug No1™ after that and got his mouth webbed up as a result.

"Well at least he got the spider part right." Said Spider-man looking around. "Now where did I throw the other one? Spider-Sense!" he jumped out of the way as Nameless Thug No2™ tried and failed to bash his head off with a crowbar. Wait a crowbar? Now he was insulted. He was worth at least a knife or a baseball bat.

"Wait are you seriously going to hit me with a crowbar?" Spider-man wondered aloud while dodging. "I mean seriously a crowbar? I'm a little insulted here."

The Nameless Thug No2™ was panting hard as he swung his weapon of choice around trying to hit the Spider. "Stay still, damn you."

"As I said to your apparently slightly more intelligent friend over there, why would I do that? I could get hurt you know." He whispered the final part conspiringly to the thug.

"That's the plan web-freak!" hearing this spider-man fell on his knees and started begging.

"No please don't hurt me! I'll be a good Spider! I won't stop you from robbing places anymore. Just please don't hit me with your oversized crowbar, that's clearly overcompensating for something." Spider-man begged the thug.

The thug stopped swinging and looked stupidly at the pleading Spider. "Wait, really?"

"No." Deadpanned Spider-man and hit him knocking him out cold.

After webbing them up and leaving them to the police to gather he shot a web line to a nearby rooftop, where he put off his mask and collapsed. "Man I'm tired. Who thought that being on two Avengers teams along with the Future Foundation could be so exhausting."

Suddenly a voice answered from behind him. "If it's so tiring to you why don't you quit one of them? I have some ideas if you're interested."

No Spider-sense so it's not a threat and the voice is somewhat familiar. Turning around he saw the figure of his fellow New Avenger in her civvies, Barbara 'Bobbi' Morse or as she is more commonly known, Mockingbird.

"Hey Bobbi." Groaned tiredly Spider-man, as he got up in a more comfortable sitting position.

"Hey Pete. Rough day?"

"More like rough month." Said the web-crawler.

"That bad?" frowned Bobbi.

"Well I've work at Horizon Labs, Future Foundation meetings, the thing with Hydra last week with the Avengers, and you know the stint with AIM on Thursday." Peter started counting off. "Also I have my aunt calling for something and I have no time at all to go to Boston, and Cat started appearing again."

Bobbi started laughing at him. "Sucks to be you. You know you can always quit the New Avengers." She smirked at him. "Then I could have Ben help me with some remodeling."

Peter looked at her horrorstruck. "You want to kick me out so that you can take my room?"

"No, no of course not!" she tried to deny. "I don't want your room. I just want to tear down the wall and combine it with mine. No big deal right?"

"No. Over my dead body." Deadpanned Peter.

"C'moonnn Pete! Please? I always wanted that room. But Jan never gave it up!" Begged Bobbi.

Peter was shocked. "Wait my room was Wasp's previously?"

"Yep, and after you it's going to be mine."

"No, nope, not a chance. You're not getting in my room." Denied Peter. Then he had an idea. "On second thought you could always put on some lingerie and come I'll be waiting." He winked at her. Then his brain caught his mouth and he looked at her horrified.

Bobbi was looking at him intrigued. "Oh? Look who is trying to put the man in Spider-man."

Peter put his head in his hands and groaned. "Sorry Bobs, Been hanging out with Cat too long lately. She's a bad influence. Forget I said anything."

Bobbi smirked at him. "You need to get laid. Like you seriously need it."

"You're offering?" Peter smirked back.

She scoffed. "Peter Parker are you still hitting on me?"

He was looking at her expectantly. "Buy me dinner first, and I'll think about it. Need to unwind a bit after the whole Serpent fiasco."

Peter winced. "How are you holding up by the way?" he asked her worried. "The Infinity Formula giving you any issues after you woke up?"

"Nope, all healed." She raised her shirt teasingly a bit showing him her flawless and flat stomach up to the underside of the bra. "Not even a scar left." She was trying to tease him but she got quite the different reaction.

He kept staring at her stomach trying to find something out of place. If it was anyone else she would have already smacked them with her twin battle staves, but she knew that Peter blamed himself for her near fatal injury. She let her shirt fall back in place and her hand to his cheek as she leaned closer. "It's not your fault Pete."

He tried to avert his eyes from her and she turned his head to look him dead center. "It's not your fault. Shit happen in this job. I got careless and I paid for it. If it's anybody's fault its mine." She smiled at him mischievously. "Now in this position you either let me go or kiss me but you better be prepared for the perils of an inter-team relationship with me."

While trying to make him look her in the eyes Bobbi brought their faces so close that he could feel her breath on his lips. Just now noticing their proximity Peter jumped back as if burned amidst the laughter of his teammate. "Not funny, but okay I get it. Not my fault."

Bobbi smirked at him. "Oh from where I'm standing it's hilarious." Peter grumbled something ineligible under his breath.

"Oh!" Bobbi had a sudden epiphany. "Since we're speaking about hilarious things, did you know that Wolverine founded a school?"

"Wait, what?"

"Yes it's on the latest Avengers Intel Update. Apparently he got fed up with Cyclops and left Utopia with half the X-Men with him." She said amused.

"Well it's about time I think. He was always using the Avengers meetings as an excuse to leave Utopia because of Cyclops."

"That's not even the best part." Said Bobbi. "Guess who was fed up with Cyclops enough to leave with Wolverine."

"Who? Iceman?" guessed Peter. Him and Iceman had many team-ups over the years and he always wondered how the frozen mutant put up with the pain in the ass Cyclops.

"Well, yes him too but not who I meant."

"Who?"

"The White Queen." Said an amused Mockingbird

"Frost?" said Peter with great disbelief.

"Yes!" countered Bobbi.

"Absolutely not!" said again the web-crawler.

"Absolutely yes!" Cheered Bobbi. "Apparently she had enough of Cyclops trying to make soldiers out of her students so she went to be a teacher in Logan's school."

"But, Frost? I mean she was the biggest yesman out of all the yesmen that Cyclops had."

She agreed with him. "I know! Crazy right?"

"Super crazy!" He agreed then tensed. "Wait my Spider-sense is tingling!"

"Are you still hitting on me?" said Bobbi.

"Duck!" he shouted and he grabbed her getting out of the way of an energy blast.

After getting up Peter quickly put his mask on and took a look over the edge of the building to see who was attacking them. To his surprise he saw a villain that he hadn't seen in years, at least in this getup. Glaring at them from the street level was the Scorpion, or Mac Gargan as he was his real name.

"Who is that?" asked a fully suited up Mockingbird from next to him. Wait suited up?

"When did you suit up? Wait scratch that. Where was your suit all this time? You flashed me half your body before and there was no suit anywhere on you." Said a shocked Spider-man.

Mockingbird winked at him. "That's for me to know and you to maybe find out if you're a good boy."

"Woof." Nodded Spider-man.

"Now who is that?" she asked him again.

"Well that's Mac Gargan, the Scorpion. He has strong exoskeleton and a stinger that fires energy blasts. Pretty much a B-lister until two years ago that he somehow got hold of the Venom Symbiote. Apparently after he lost it he found his old Scorpion gear again."

Mockingbird was shocked. "This guy was Venom? The Dark Avenger, Venom?"

"Yep!"

"Well, that's just sad." She said.

"I know right?" Spider-man agreed. "After such a severe downgrade I'm embarrassed to be seen fighting him in his Scorpion gear." All the while they were using raised voices making sure that the Supervillain was listening to them making him all the more angry.

"Web-freak!" Shouted the Supervillain. "Get down here! I've got a score to settle with you!"

"Sigh. Guess it's time for some pest control by your friendly neighborhood Spider-pest-cleaner. You coming Mockingbird?" Said Peter as he prepared to swing down.

"Nah. You got this." Said Mockingbird while sheathing her batons. "I don't see any civilians in range. I'll just enjoy the show Spider. I'll jump down if things get too rough. Have fun!"

"Lazyass." Grumbles Spiderman as he shoots a web line to swing down to the street level to confront the rampaging man in the green suit.

"Well Gargan. You've made a piss poor Venom but you make an even worse enemy as the Scorpion. So just stay still and the painful part will be over quicker for the both of us." Taunted Spiderman. "You can't imagine just how painful it feels to fight you in this getup again."

"I'll kill you bug!" said the Scorpion as he charged.

"Original Mac. Really original." Said Peter. "So how long did it take you to think this comeback? Wait don't tell me. That's why you were so quiet the last time I saw you! you were thinking this quip all the way back then? Just for me? I'm truly flattered."

Peter shot a web line to a building and jumped, sticking to the flat surface dodging the charging villain all the way. "Wow I know that you were stealing other peoples gimmicks for a while now. First you impersonate Venom, then while you were still impersonating Venom you impersonate me, (Impersonateception), and now you are trying to impersonate the Rhino. Sorry buddy but you're in the wrong suit for that." Taunted the man-spider. "Yikes Spider-sense!"

As the rampaging Rhin- Scorpion crashed inside a shop's window his tail as if it was alive honed on his voice and shot an energy blast at his general direction. Sensing it in time thanks to his ever useful spider-sense he once again jumped out of the way. Landing on his feet not too far away he raised his arms to take a combat form. The opening stance of his own martial form, the Way of the Spider.

Gargan having managed to untangle himself from the window turned to face him getting ready to charge again. "Whats this? Are you going to yoga me to death webfreak?" He said as he charged again.

"Nope. Just busting out the Spider-foo just for lil'old you Gargan." Said Peter and with three spider-speed enhanced jabs he ended the fight. The Scorpion dropped as a puppet with its strings cutoff on the ground.

After he webbed Scorpion up in a nice little cocoon and left him hanging by a streetlight for the police he turned to the roof he left Bobbi only to find her missing. Looking around Peter spotted her coming from a side alley pulling a familiar body by the foot. A familiar orange padded foot.

"Oh Herman, Herman." Peter said and started to web a knocked out shocker in a cocoon right next to the Scorpion.

o-X-o-A-o-X-o

"Well that's a wrap." Said Bobbi as she and Peter landed on the porch of Avengers Mansion.

"Yep, not a bad catch for a slow day." Agreed the Spider themed hero next to her.

"So Pete, what are you going to do now?"

"Is the offer from before still open? Tried the Spider.

The blonde bombshell turned slowly and suggestively coming closer to him. As she draped herself over him she lifted the bottom part of his mask and leaned closer. Peter could feel every part of her tightly pressed against his side making him very hot and bothered inside. She made a show of leaning closer just for the last minute to turn and give him a burning hot peck on the side of his mouth.

"Like I said. Buy me dinner first.~~" She whispered in his ear sensually leaving him on the doorway of the Avengers mansion, she left with an extra sway on her hips.

"You evil, evil woman. I need a cold shower now."

Just as he was about to go inside his Avengers communicator rang.

"Spiderman here."

"Webbs, I need a favor."

Aaand cut!

R&R